REGISTRATION RIGHTS AGREEMENT
Exhibit 4.2
This REGISTRATION RIGHTS AGREEMENT dated April 21, 2011 (this “Agreement”) is entered into by
and among Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the
“Partnership”), Calumet Finance Corp., a Delaware corporation (“Calumet Finance,” and together with
the Partnership, the “Issuers”), the guarantors listed on the signature pages hereto (the
“Guarantors”), and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Incorporated (“Xxxxxxx Xxxxx”), Xxxxxxx,
Xxxxx & Co., Barclays Capital Inc., Deutsche Bank Securities Inc. and Xxxxx Fargo Securities, LLC
(collectively, the “Initial Purchasers”). The Issuers and the Guarantors are hereinafter referred
to collectively as the “Calumet Parties.”
The Calumet Parties and the Initial Purchasers are parties to the Purchase Agreement dated
April 15, 2011 (the “Purchase Agreement”), which provides for the sale by the Issuers to the
Initial Purchasers of $400,000,000 aggregate principal amount of the Issuers’ 9 3/8% Senior Notes
due 2019 (the “Securities”) which will be guaranteed on an unsecured senior basis by each of the
Guarantors. As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the
Calumet Parties have agreed to provide to the Initial Purchasers and their direct and indirect
transferees the registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the closing under the Purchase Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have the
following meanings:
“Additional Guarantor” shall mean any subsidiary of the Partnership that executes a Subsidiary
Guarantee under the Indenture after the date of this Agreement.
“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed.
“Calumet Finance” shall have the meaning set forth in the preamble and shall also include
Calumet Finance’s successors.
“Calumet Parties” shall have the meaning set forth in the preamble.
“DTC” shall mean the Depository Trust Company.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.
“Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.
“Exchange Offer” shall mean the exchange offer by the Calumet Parties of Exchange Securities
for Registrable Securities pursuant to Section 2(a) hereof.
“Exchange Offer Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(a) hereof.
“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on
Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to
such registration statement, in each case including the Prospectus contained therein, all exhibits
thereto and any document incorporated by reference therein.
“Exchange Securities” shall mean senior notes issued by the Issuers and guaranteed by the
Guarantors under the Indenture containing terms identical to the Securities (except that the
Exchange Securities will not be subject to restrictions on transfer or to any increase in annual
interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities
in exchange for Securities pursuant to the Exchange Offer.
“Guarantors” shall have the meaning set forth in the preamble and shall also include any
Guarantor’s successors and any Additional Guarantors.
“Holders” shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect transferees who become
owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and
5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.
“Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.
“Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.
“Indenture” shall mean the Indenture relating to the Securities dated as of April 21, 2011
among the Calumet Parties and Wilmington Trust FSB, as trustee, and as the same may be amended from
time to time in accordance with the terms thereof.
“Initial Purchasers” shall have the meaning set forth in the preamble.
“Inspector” shall have the meaning set forth in Section 3(a)(xiii) hereof.
“Issuer Information” shall have the meaning set forth in Section 5(a) hereof.
“Issuers” shall have the meaning set forth in the preamble.
“Xxxxxxx Xxxxx” shall have the meaning set forth in the preamble.
“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of
the outstanding Registrable Securities; provided that whenever the consent or approval of Holders
of a specified percentage of Registrable Securities is required hereunder, any Registrable
Securities owned directly or indirectly by the Issuers or any of their affiliates shall not be
counted in determining whether such consent or approval was given by the Holders of such required
percentage or amount; and provided, further, that if the Issuers shall issue any additional
Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the
effectiveness of any Shelf Registration Statement, such additional Securities and
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the Registrable Securities to which this Agreement relates shall be treated together as one
class for purposes of determining whether the consent or approval of Holders of a specified
percentage of Registrable Securities has been obtained.
“Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.
“Partnership” shall have the meaning set forth in the preamble and shall also include the
Partnership’s successors.
“Person” shall mean an individual, partnership, limited liability company, corporation, trust
or unincorporated organization, or a government or agency or political subdivision thereof.
“Prospectus” shall mean the prospectus included in, or deemed a part of, a Registration
Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented
by any prospectus supplement, including a prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Securities covered by a Shelf Registration Statement,
and by all other amendments and supplements to such prospectus, and in each case including any
document incorporated by reference therein.
“Purchase Agreement” shall have the meaning set forth in the recital.
“Registrable Securities” shall mean the Securities; provided that the Securities shall cease
to be Registrable Securities on the earliest of (i) when a Registration Statement with respect to
such Securities has been declared effective by the SEC and such Securities have been exchanged or
disposed of pursuant to such Registration Statement, (ii) if an Exchange Offer is completed, on or
after the Exchange Date with respect to the Holders that are eligible to participate in the
Exchange Offer but fail to tender such Securities in the Exchange Offer, (iii) the date that is two
years from the original issue date of the Securities or (iv) when such Securities cease to be
outstanding.
“Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Calumet Parties with this Agreement, including without limitation: (i) all SEC,
stock exchange or Financial Industry Regulatory Authority, Inc. registration and filing fees, (ii)
all fees and expenses incurred in connection with compliance with state securities or blue sky laws
(including reasonable fees and disbursements of counsel for any Underwriters or Holders in
connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii)
all expenses of any Persons in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus and any amendments or supplements thereto,
any underwriting agreements, securities sales agreements or other similar agreements and any other
documents relating to the performance of and compliance with this Agreement, (iv) all rating agency
fees, (v) all fees and disbursements relating to the qualification of the Indenture under
applicable securities laws, including the Trust Indenture Act, (vi) the fees and disbursements of
the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Calumet Parties
and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for
the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be
counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent public
accountants of the Calumet Parties, including the expenses of any special
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audits or “comfort” letters required by or incident to the performance of and compliance with
this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and
expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions,
brokerage commissions and transfer taxes, if any, relating to the sale or disposition of
Registrable Securities by a Holder.
“Registration Statement” shall mean any registration statement filed under the Securities Act
of the Calumet Parties that covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement and all amendments and supplements to any such
registration statement, including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and any document incorporated by reference therein.
“SEC” shall mean the United States Securities and Exchange Commission.
“Securities” shall have the meaning set forth in the recital.
“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.
“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.
“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.
“Shelf Registration Statement” shall mean a “shelf” registration statement of the Calumet
Parties that covers all or a portion of the Registrable Securities (but no other securities unless
approved by the Holders of a majority of the Registrable Securities to be covered by such Shelf
Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or any
similar rule that may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case including the Prospectus
contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by
reference therein.
“Shelf Request” shall have the meaning set forth in Section 2(b) hereof.
“Subsidiary Guarantees” shall mean the guarantees of the Securities and Exchange Securities by
the Guarantors under the Indenture.
“Staff” shall mean the staff of the SEC.
“Target Registration Date” shall have the meaning set forth in Section 2(d) hereof.
“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to
time.
“Trustee” shall mean the trustee with respect to the Securities under the Indenture.
“Underwriter” shall have the meaning set forth in Section 3(e) hereof.
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“Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an
Underwriter for reoffering to the public.
2. Registration Under the Securities Act. (a) To the extent not prohibited by any
applicable law or applicable interpretations of the Staff, the Calumet Parties shall use their
reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering
an offer to the Holders to exchange all the Registrable Securities for Exchange Securities, (ii)
cause such Exchange Offer Registration Statement be declared effective by the SEC by April 20, 2012
and (iii) have such Registration Statement remain effective until 180 days after the last Exchange
Date for use by one or more Participating Broker-Dealers. The Calumet Parties shall commence the
Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by
the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days
after such effective date.
The Calumet Parties shall commence the Exchange Offer by mailing the related Prospectus,
appropriate letters of transmittal and other accompanying documents to each Holder stating, in
addition to such other disclosures as are required by applicable law, substantially the following:
(i) | that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange; |
(ii) | the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”); |
(iii) | that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement; |
(iv) | that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (x) in the case a Holder electing to exchange a Registrable Security in global form, to comply with the applicable procedures of DTC for book-entry tenders, and, (y) in the case of a Holder electing to exchange a Registrable Security in certificated form, to surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, prior to the close of business on the last Exchange Date; and |
(v) | that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by (x) in the case of a Holder withdrawing its election to exchange a Registrable Security in global form, complying with the applicable procedures of DTC for withdrawal of tenders, and, (y) in the case of a Holder withdrawing its election to exchange a Registrable Security in certificated form, sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Registrable Securities exchanged. |
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As a condition to participating in the Exchange Offer, a Holder will be required to represent
to the Calumet Parties that (i) any Exchange Securities to be received by it will be acquired in
the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it
has no arrangement or understanding with any Person to participate in the distribution (within the
meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the
Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under the Securities
Act) of any of the Calumet Parties and (iv) if such Holder is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Registrable Securities that were acquired
as a result of market-making or other trading activities, then such Holder will deliver a
Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in
connection with any resale of such Exchange Securities.
As soon as practicable after the last Exchange Date, the Calumet Parties shall:
(i) | accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and |
(ii) | deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Issuers and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities surrendered by such Holder. |
The Calumet Parties shall use their reasonable best efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the Securities Act, the
Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The
Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not
violate any applicable law or applicable interpretations of the Staff.
(b) In the event that (i) the Calumet Parties determine that the Exchange Offer Registration
provided for in Section 2(a) above is not available or may not be completed as soon as practicable
after the last Exchange Date because it would violate any applicable law or applicable
interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by
April 20, 2012, or (iii) any Initial Purchaser shall so request (a “Shelf Request”) in connection
with any offer or sale of Registrable Securities that are ineligible to be exchanged in the
Exchange Offer, the Calumet Parties shall use their reasonable best efforts to cause to be filed as
soon as practicable after such determination, date or Shelf Request, as the case may be, a Shelf
Registration Statement providing for the sale of all the Registrable Securities by the Holders
thereof and to cause such Shelf Registration Statement to be declared effective by the SEC.
In the event that the Calumet Parties are required to file a Shelf Registration Statement
pursuant to clause (iii) of the preceding sentence, the Calumet Parties shall use their reasonable
best efforts to file and have declared effective by the SEC both an Exchange Offer Registration
Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf
Registration Statement (which may be a combined Registration Statement with the Exchange
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Offer Registration Statement) with respect to offers and sales of Registrable Securities held
by the Initial Purchasers after completion of the Exchange Offer.
The Calumet Parties agree to use their reasonable best efforts to keep the Shelf Registration
Statement continuously effective for one year or such shorter period that will terminate when all
the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to
the Shelf Registration Statement (the “Shelf Effectiveness Period”). The Calumet Parties further
agree to supplement or amend the Shelf Registration Statement and the related Prospectus if
required by the rules, regulations or instructions applicable to the registration form used by the
Calumet Parties for such Shelf Registration Statement or by the Securities Act or by any other
rules and regulations thereunder for shelf registration or if reasonably requested by a Holder of
Registrable Securities with respect to information relating to such Holder, and to use their
reasonable best efforts to cause any such amendment to be declared effective, if required, and such
Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable.
The Calumet Parties agree to furnish to the Holders of Registrable Securities copies of any such
supplement or amendment promptly after its being used or filed with the SEC.
(c) The Calumet Parties shall pay all Registration Expenses in connection with any
registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all
underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating
to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf
Registration Statement.
(d) An Exchange Offer Registration Statement pursuant to Section 2(a) or a Shelf Registration
Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has
been declared effective by the SEC.
In the event that (i) either the Exchange Offer is not completed or the Shelf Registration
Statement, if required pursuant to Section 2(b)(i) or 2(b)(ii) hereof, is not declared effective on
or prior to April 20, 2012 (the “Target Registration Date”), or (ii) the Company receives a
Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be
filed thereby is not declared effective by the SEC by the later of (x) September 21, 2011 or (y) 90
days after the delivery of such Shelf Request (such later date, the “Shelf Additional Interest
Date”), then the interest rate on the Registrable Securities will be increased by (A) 0.25% per
annum for the first 90-day period immediately following the Target Registration Date or the Shelf
Additional Interest Date, as applicable, and (B) an additional 0.25% per annum with respect to each
subsequent 90-day period, in each case until the Exchange Offer is completed or the Shelf
Registration Statement, if required hereby, is declared effective by the SEC or the Securities no
longer qualify as Registrable Securities, up to a maximum of 1.00% per annum of additional
interest.
If the Shelf Registration Statement, if required hereby, has been declared effective by the
SEC and thereafter either ceases to be effective or the Prospectus contained therein ceases to be
usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or
usable exists for more than 45 days (whether or not consecutive) in any 12-month period, then the
interest rate on the Registrable Securities will be increased by (i) 0.25% per annum
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commencing on the 45th day in such 12-month period and (ii) an additional 0.25% per annum with
respect to each subsequent 90-day period (whether or not consecutive) and ending on such date that
the Shelf Registration Statement has again been declared effective by the SEC or the Prospectus
again becomes usable, up to a maximum of 1.00% per annum of additional interest.
(e) Any additional interest paid in accordance with this Section 2 shall be liquidated damages
and shall be the sole and exclusive remedy available to Holders due a failure by the Calumet
Parties to comply with their obligations under Section 2(a) and Section 2(b).
3. Registration Procedures. (a) In connection with their obligations pursuant to
Section 2(a) and Section 2(b) hereof, the Calumet Parties shall as expeditiously as possible:
(i) prepare and file with the SEC a Registration Statement on the appropriate form under the
Securities Act, which form (x) shall be selected by the Calumet Parties, (y) shall, in the case of
a Shelf Registration, be available for the sale of the Registrable Securities by the Holders
thereof and (z) shall comply as to form in all material respects with the requirements of the
applicable form and include all financial statements required by the SEC to be filed therewith; and
use their reasonable best efforts to cause such Registration Statement to be declared effective by
the SEC and remain effective for the applicable period in accordance with Section 2 hereof;
(ii) prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement effective for the
applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented
by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act; and keep each Prospectus current during the period described in Section
4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or
dealers with respect to the Registrable Securities or Exchange Securities;
(iii) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities,
to counsel for the Initial Purchasers, to counsel for such Holders and to each Underwriter of an
Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each
Prospectus or preliminary prospectus, and any amendment or supplement thereto, as such Holder,
counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition
of the Registrable Securities thereunder; and the Calumet Parties consent to the use of such
Prospectus, preliminary prospectus and any amendment or supplement thereto in accordance with
applicable law by each of the Holders of Registrable Securities and any such Underwriters in
connection with the offering and sale of the Registrable Securities covered by and in the manner
described in such Prospectus, preliminary prospectus or any amendment or supplement thereto in
accordance with applicable law;
(iv) use their reasonable best efforts to register or qualify the Registrable Securities under
all applicable state securities or blue sky laws of such jurisdictions in the United States as any
Holder of Registrable Securities covered by a Registration Statement shall reasonably request in
writing by the time the applicable Registration Statement is declared effective by the SEC;
cooperate with such Holders in connection with any filings required to be made with the Financial
Industry Regulatory Authority, Inc.; and do any and all other acts and things that may
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be reasonably necessary or advisable to enable each Holder to complete the disposition in each
such jurisdiction of the Registrable Securities owned by such Holder; provided that none of
the Calumet Parties shall be required to (1) qualify as a foreign corporation or other entity or as
a dealer in securities in any such jurisdiction where it would not otherwise be required to so
qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject
itself to taxation in any such jurisdiction if it is not so subject;
(v) notify counsel for the Initial Purchasers and, in the case of a Shelf Registration, notify
each Holder of Registrable Securities and counsel for such Holders promptly and, if requested by
any such Holder or counsel, confirm such advice in writing (1) when a Registration Statement has
become effective, when any post-effective amendment thereto has been filed and becomes effective
and when any amendment or supplement to the Prospectus has been filed, (2) of any request by the
SEC or any state securities authority for amendments and supplements to a Registration Statement or
Prospectus or for additional information after the Registration Statement has become effective, (3)
of the issuance by the SEC or any state securities authority of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any proceedings for that purpose,
including the receipt by the Calumet Parties of any notice of objection of the SEC to the use of a
Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2)
under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration
Statement and the closing of any sale of Registrable Securities covered thereby, the
representations and warranties of any of the Calumet Parties contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any, relating to an offering
of such Registrable Securities cease to be true and correct in all material respects or if any of
the Calumet Parties receives any notification with respect to the suspension of the qualification
of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for
such purpose, (5) of the happening of any event during the period a Registration Statement is
effective that makes any statement made in such Registration Statement or the related Prospectus
untrue in any material respect or that requires the making of any changes in such Registration
Statement or Prospectus in order to make the statements therein not misleading and (6) of any
determination by any of the Calumet Parties that a post-effective amendment to a Registration
Statement or any amendment or supplement to the Prospectus would be appropriate;
(vi) use their reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution
of any objection of the SEC pursuant to Rule 401(g)(2), including by filing an amendment to such
Shelf Registration Statement on the proper form, at the earliest possible moment and provide
immediate notice to each Holder of the withdrawal of any such order or such resolution;
(vii) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities,
without charge, at least one conformed copy of each Registration Statement and any post-effective
amendment thereto (without any documents incorporated therein by reference or exhibits thereto,
unless requested); provided, however, that any such document available on the SEC’s XXXXX database
shall satisfy such obligation.
(viii) in the case of a Shelf Registration, cooperate with the Holders of Registrable
Securities in certificated form to facilitate the timely preparation and delivery of certificates
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representing Registrable Securities to be sold and not bearing any restrictive legends and
enable such Registrable Securities to be issued in such denominations and registered in such names
(consistent with the provisions of the Indenture) as such Holders may reasonably request at least
two Business Days prior to the closing of any sale of Registrable Securities in certificated form;
(ix) in the case of a Shelf Registration, upon the occurrence of any event contemplated by
Section 3(a)(v)(5) hereof, use their reasonable best efforts to prepare and file with the SEC a
supplement or post-effective amendment to such Shelf Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other required document so
that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of
the Registrable Securities, such Prospectus will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and the Calumet Parties shall notify the
Holders of Registrable Securities to suspend use of the Prospectus as promptly as practicable after
the occurrence of such an event, and such Holders hereby agree to suspend use of the Prospectus
until the Calumet Parties have amended or supplemented the Prospectus to correct such misstatement
or omission;
(x) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any
amendment to a Registration Statement or amendment or supplement to a Prospectus or of any document
that is to be incorporated by reference into a Registration Statement or a Prospectus after initial
filing of a Registration Statement, provide copies of such document to the Initial Purchasers and
their counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable
Securities and their counsel) and make such of the representatives of the Calumet Parties as shall
be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf
Registration Statement, the Holders of Registrable Securities or their counsel) available for
discussion of such document; and the Calumet Parties shall not, at any time after initial filing of
a Registration Statement, use or file any Prospectus, any amendment of or supplement to a
Registration Statement or a Prospectus, or any document that is to be incorporated by reference
into a Registration Statement or a Prospectus, of which the Initial Purchasers and their counsel
(and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities and
their counsel) shall not have previously been advised and furnished a copy or to which the Initial
Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of
Registrable Securities or their counsel) shall reasonably object; provided, that this clause shall
not apply to any filing by the Partnership of any Annual Report on Form 10-K, Quarterly Report on
Form 10-Q or Current Report on Form 8-K with respect to matters unrelated to the Securities and the
offering or exchange therefor;
(xi) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case
may be, not later than the initial effective date of a Registration Statement;
(xii) cause the Indenture to be qualified under the Trust Indenture Act in connection with the
registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate
with the Trustee and the Holders to effect such changes to the Indenture as may be required for the
Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute,
and use their reasonable best efforts to cause the Trustee to execute, all
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documents as may be required to effect such changes and all other forms and documents required
to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;
(xiii) in the case of a Shelf Registration, make available for inspection by a representative
(an “Inspector”) of the Holders of the Registrable Securities, any Underwriter participating in any
disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated
by a majority of the Holders of Registrable Securities to be included in such Shelf Registration
and any attorneys and accountants designated by such Underwriter, at reasonable times and in a
reasonable manner, all pertinent financial and other records, documents and properties of the
Calumet Parties and their subsidiaries, and cause the respective officers, directors and employees
of the Calumet Parties to supply all information reasonably requested by any such Inspector,
Underwriter, attorney or accountant in connection with a Shelf Registration Statement, in each case
as is customary for “due diligence” examinations in the context of underwritten offerings;
provided that if any such information is identified by the Calumet Parties as being
confidential or proprietary, each Person receiving such information shall take such actions as are
reasonably necessary to protect the confidentiality of such information to the extent such action
is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests
of any Inspector, Holder or Underwriter;
(xiv) in the case of a Shelf Registration, use their reasonable best efforts to cause all
Registrable Securities to be listed on any securities exchange or any automated quotation system on
which similar securities issued or guaranteed by the Calumet Parties are then listed if requested
by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing
requirements;
(xv) if reasonably requested by any Holder of Registrable Securities covered by a Shelf
Registration Statement, promptly include in a Prospectus supplement or post-effective amendment
such information with respect to such Holder as such Holder reasonably requests to be included
therein and make all required filings of such Prospectus supplement or such post-effective
amendment as soon as the Calumet Parties have received notification of the matters to be so
included in such filing;
(xvi) in the case of a Shelf Registration, enter into such customary agreements and take all
such other actions in connection therewith (including those requested by the Holders of a majority
in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in
order to expedite or facilitate the disposition of such Registrable Securities including, but not
limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such
representations and warranties to the Holders and any Underwriters of such Registrable Securities
with respect to the business of the Calumet Parties and their subsidiaries and the Registration
Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference,
if any, in each case, in form, substance and scope as are customarily made by issuers to
underwriters in underwritten offerings and confirm the same if and when requested, (2) obtain
opinions of counsel to the Calumet Parties (which counsel and opinions, in form, scope and
substance, shall be reasonably satisfactory to the Holders and such Underwriters and their
respective counsel) addressed to each selling Holder (to the extent such Holder has advised the
Issuers that such Holder may have a “due diligence” defense under Section 11 of the Securities Act)
and Underwriter of Registrable Securities, covering the matters customarily
11
covered in opinions requested in underwritten offerings, (3) obtain “comfort” letters from the
independent registered public accounting firm of the Calumet Parties (and, if necessary, any other
certified public accountant of any subsidiary of the Calumet Parties, or of any business acquired
by the Calumet Parties for which financial statements and financial data are or are required to be
included in the Registration Statement) addressed to each selling Holder (to the extent permitted
by applicable professional standards) and Underwriter of Registrable Securities, such letters to be
in customary form and covering matters of the type customarily covered in “comfort” letters in
connection with underwritten offerings, including but not limited to financial information
contained in any preliminary prospectus or Prospectus and (4) deliver such documents and
certificates as may be reasonably requested by the Holders of a majority in principal amount of the
Registrable Securities being sold or the Underwriters, and which are customarily delivered in
underwritten offerings, to evidence the continued validity of the representations and warranties of
the Calumet Parties made pursuant to clause (1) above and to evidence compliance with any customary
conditions contained in an underwriting agreement; and
(xvii) so long as any Registrable Securities remain outstanding, cause each Additional
Guarantor upon the creation or acquisition by the Issuers of such Additional Guarantor, to execute
a joinder agreement in the form attached hereto as Annex A and to deliver such joinder agreement,
together with an opinion of counsel as to the enforceability thereof against such entity, to the
Initial Purchasers no later than five Business Days following the execution thereof.
(b) In the case of a Shelf Registration Statement, the Issuers may require each Holder of
Registrable Securities to furnish to the Issuers such information regarding such Holder and the
proposed disposition by such Holder of such Registrable Securities as the Calumet Parties may from
time to time reasonably request in writing.
(c) In the case of a Shelf Registration Statement, each Holder of Registrable Securities
covered in such Shelf Registration Statement agrees that, upon receipt of any notice from the
Calumet Parties of the happening of any event of the kind described in Section 3(a)(v)(3) or
3(a)(v)(5) hereof, such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(a)(ix) hereof and, if so directed by
the Calumet Parties, such Holder will deliver to the Calumet Parties all copies in its possession,
other than permanent file copies then in such Holder’s possession, of the Prospectus covering such
Registrable Securities that is current at the time of receipt of such notice.
(d) If the Calumet Parties shall give any notice to suspend the disposition of Registrable
Securities pursuant to a Registration Statement, the Calumet Parties shall extend the period during
which such Registration Statement shall be maintained effective pursuant to this Agreement by the
number of days during the period from and including the date of the giving of such notice to and
including the date when the Holders of such Registrable Securities shall have received copies of
the supplemented or amended Prospectus necessary to resume such dispositions. The Calumet Parties
may give any such notice only twice during any 365-day period and any such suspensions shall not
exceed 30 days for each suspension and there shall not be more than two suspensions in effect
during any 365-day period.
12
(e) The Holders of Registrable Securities covered by a Shelf Registration Statement who desire
to do so may sell such Registrable Securities in an Underwritten Offering. In any such
Underwritten Offering, the investment bank or investment banks and manager or managers (each an
“Underwriter”) that will administer the offering will be selected by the Holders of a majority in
principal amount of the Registrable Securities included in such offering; provided that, with
respect to any Underwriter other xxxx Xxxxxxx Xxxxx, such selections shall be subject to the
approval of the Partnership, which approval shall not be unreasonably withheld.
4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the
position that any broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of
market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an
“underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such Exchange Securities.
The Calumet Parties understand that it is the Staff’s position that if the Prospectus
contained in the Exchange Offer Registration Statement includes a plan of distribution containing a
statement to the above effect and the means by which Participating Broker-Dealers may resell the
Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of
Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers
(or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus
delivery obligation under the Securities Act in connection with resales of Exchange Securities for
their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities
Act.
(b) In light of the above, and notwithstanding the other provisions of this Agreement, the
Calumet Parties agree to amend or supplement the Prospectus contained in the Exchange Offer
Registration Statement for a period of up to 180 days after the last Exchange Date (as such period
may be extended pursuant to Section 3(d) of this Agreement), in order to expedite or facilitate the
disposition of any Exchange Securities by Participating Broker-Dealers consistent with the
positions of the Staff recited in Section 4(a) above. The Calumet Parties further agree that
Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent
permitted by law, make available) during such period in connection with the resales contemplated by
this Section 4.
(c) The Initial Purchasers shall have no liability to any of the Calumet Parties or any Holder
with respect to any request that they may make pursuant to Section 4(b) above.
5. Indemnification and Contribution. (a) Each of the Calumet Parties, jointly and
severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their
respective affiliates, directors and officers and each Person, if any, who controls any Initial
Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages and liabilities (including,
without limitation, legal fees and other expenses incurred in connection with any suit, action or
proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that
arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material
13
fact contained in any Registration Statement or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary in order to make the statements
therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus, any free writing prospectus (as defined in Rule 405 under the
Securities Act (“Free Writing Prospectus”) used in violation of this Agreement or any “issuer
information” (“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under the
Securities Act, or any omission or alleged omission to state therein a material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made,
not misleading, in each case except insofar as such losses, claims, damages or liabilities arise
out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with any information relating to any Initial Purchaser or
information relating to any Holder furnished to the Issuers in writing through Xxxxxxx Xxxxx or any
selling Holder, respectively, expressly for use therein. In connection with any Underwritten
Offering permitted by Section 3, the Calumet Parties, jointly and severally, will also indemnify
the Underwriters, if any, selling brokers, dealers and similar securities industry professionals
participating in the distribution, their respective affiliates and each Person who controls such
Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as
provided above with respect to the indemnification of the Holders, if requested in connection with
any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.
(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Calumet
Parties, the Initial Purchasers and the other selling Holders, the directors of the Calumet
Parties, each officer of the Calumet Parties who signed the Registration Statement and each Person,
if any, who controls the Calumet Parties, any Initial Purchaser and any other selling Holder within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same
extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses,
claims, damages or liabilities that arise out of, or are based upon, any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in conformity with any
information relating to such Holder furnished to the Calumet Parties in writing by such Holder
expressly for use in any Registration Statement and any Prospectus.
(c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnification
may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”)
shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying
Person”) in writing; provided that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have under this Section 5 except to the extent that it
has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such
failure; and provided, further, that the failure to notify the Indemnifying Person
shall not relieve it from any liability that it may have to an Indemnified Person otherwise than
under this Section 5. If any such proceeding shall be brought or asserted against an Indemnified
Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall
retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying
Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and
shall pay the fees and expenses of such counsel related to such proceeding,
14
as incurred. In any such proceeding, any Indemnified Person shall have the right to retain
its own counsel, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time
to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person
shall have reasonably concluded that there may be legal defenses available to it that are different
from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any
such proceeding (including any impleaded parties) include both the Indemnifying Person and the
Indemnified Person and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood and agreed that the
Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to
any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be
reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its
affiliates, directors and officers and any control Persons of such Initial Purchaser shall be
designated in writing by Xxxxxxx Xxxxx, (y) for any Holder, its directors and officers and any
control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in
all other cases shall be designated in writing by the Partnership. The Indemnifying Person shall
not be liable for any settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying
Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an
Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified
Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person
shall be liable for any settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such
request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in
accordance with such request prior to the date of such settlement. No Indemnifying Person shall,
without the written consent of the Indemnified Person, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Person is or could have been a party and
indemnification could have been sought hereunder by such Indemnified Person, unless such settlement
(A) includes an unconditional release of such Indemnified Person, in form and substance reasonably
satisfactory to such Indemnified Person, from all liability on claims that are the subject matter
of such proceeding and (B) does not include any statement as to or any admission of fault,
culpability or a failure to act by or on behalf of any Indemnified Person.
(d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an
Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the Calumet Parties from
the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders
from receiving Securities or Exchange Securities registered under the Securities Act, on the other
hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)
but also the relative fault of the Calumet Parties on the one hand and the Holders on the other in
15
connection with the statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The relative fault of the
Calumet Parties on the one hand and the Holders on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the
Calumet Parties or by the Holders and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
(e) The Calumet Parties and the Holders agree that it would not be just and equitable if
contribution pursuant to this Section 5 were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or by any other method of
allocation that does not take account of the equitable considerations referred to in paragraph (d)
above. The amount paid or payable by an Indemnified Person as a result of the losses, claims,
damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in
connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no
event shall a Holder be required to contribute any amount in excess of the amount by which the
total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount
of any damages that such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’
obligations to contribute pursuant to this Section 5 are several and not joint.
(f) The remedies provided for in this Section 5 are not exclusive and shall not limit any
rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.
(g) The indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person
controlling any Initial Purchaser or any Holder, or by or on behalf of the Calumet Parties or the
officers or directors of or any Person controlling any of the Calumet Parties, (iii) acceptance of
any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf
Registration Statement.
6. General.
(a) No Inconsistent Agreements. The Calumet Parties represent, warrant and agree that (i)
the rights granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of any other outstanding securities issued or
guaranteed by any of the Calumet Parties under any other agreement and (ii) none of the Calumet
Parties has entered into, or on or after the date of this Agreement will enter into, any agreement
that is inconsistent with the rights granted to the Holders of Registrable Securities in this
Agreement or otherwise conflicts with the provisions hereof.
16
(b) Amendments and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Calumet Parties have obtained the written
consent of Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement, waiver or consent;
provided that no amendment, modification, supplement, waiver or consent to any departure
from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable
Securities unless consented to in writing by such Holder. Any amendments, modifications,
supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by
each of the parties hereto.
(c) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Issuers by means of a notice given in accordance with the provisions of this Section
6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in
the Purchase Agreement; (ii) if to the Calumet Parties, initially at the Issuers’ address set forth
in the Purchase Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 6(c); and (iii) to such other persons at their
respective addresses as provided in the Purchase Agreement and thereafter at such other address,
notice of which is given in accordance with the provisions of this Section 6(c). All such notices
and communications shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail, postage prepaid, if
mailed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely
delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands
or other communications shall be concurrently delivered by the Person giving the same to the
Trustee, at the address specified in the Indenture.
(d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors, assigns and transferees of each of the parties, including, without limitation and
without the need for an express assignment, subsequent Holders; provided that nothing
herein shall be deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee
of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement,
and by taking and holding such Registrable Securities such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of this Agreement and
such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their
capacity as Initial Purchasers) shall have no liability or obligation to the Calumet Parties with
respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the
obligations of such Holder under this Agreement.
(e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the
agreements made hereunder between the Calumet Parties, on the one hand, and the Initial Purchasers,
on the other hand, and shall have the right to enforce such agreements directly to the extent it
deems such enforcement necessary or advisable to protect its rights or the rights of other Holders
hereunder.
17
(f) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.
(g) Headings. The headings in this Agreement are for convenience of reference only, are not a
part of this Agreement and shall not limit or otherwise affect the meaning hereof.
(h) Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
(i) Entire Agreement; Severability. This Agreement contains the entire agreement between the
parties relating to the subject matter hereof and supersedes all oral statements and prior writings
with respect thereto. If any term, provision, covenant or restriction contained in this Agreement
is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public
policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated. The
Calumet Parties and the Initial Purchasers shall endeavor in good faith negotiations to replace the
invalid, void or unenforceable provisions with valid provisions the economic effect of which comes
as close as possible to that of the invalid, void or unenforceable provisions.
[Signature pages follow.]
18
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above
written.
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, Chief Financial Officer and Secretary | |||
CALUMET FINANCE CORP. |
||||
By: | /s/ R. Xxxxxxx Xxxxxx, II | |||
Name: | R. Xxxxxxx Xxxxxx, II | |||
Title: | Vice President, Chief Financial Officer and Secretary | |||
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, Chief Financial Officer and Secretary |
[Signature Page to Registration Rights Agreement]
19
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, Chief Financial Officer and Secretary |
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, Chief Financial Officer and Secretary | |||
CALUMET SALES COMPANY INCORPORATED |
By: | /s/ R. Xxxxxxx Xxxxxx, II | |||
Name: | R. Xxxxxxx Xxxxxx, II | |||
Title: | Vice President, Chief Financial Officer and Secretary |
[Signature Page to Registration Rights Agreement]
20
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, Chief Financial Officer and Secretary |
CALUMET SHREVEPORT FUELS, LLC 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, Chief Financial Officer and Secretary |
[Signature Page to Registration Rights Agreement]
21
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, Chief Financial Officer and Secretary |
[Signature Page to Registration Rights Agreement]
22
Confirmed and accepted as of the date first above written:
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
XXXXXXX, SACHS & CO.
XXXXXXX, SACHS & CO.
For themselves and on behalf of the
several Initial Purchasers
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
By: | /s/ J. Xxx Xxxxxxxx | |||
Name: | J. Xxx Xxxxxxxx | |||
Title: | Managing Director |
XXXXXXX, SACHS & CO.
By: | /s/ Xxxxxxx, Xxxxx & Co. | |||
Xxxxxxx, Sachs & Co. | ||||
[Signature Page to Registration Rights Agreement]
23
Annex A
Form of Joinder Agreement
The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as
defined in the Registration Rights Agreement, dated as of April 21, 2011 by and among Calumet
Specialty Products Partners, L.P., a Delaware limited partnership (the “Partnership”), Calumet
Finance Corp., a Delaware corporation, the guarantors party thereto, and Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx, Incorporated, on behalf of itself and the other Initial Purchasers) to be bound by
the terms and provisions of such Registration Rights Agreement.
IN WITNESS WHEREOF, the undersigned has executed this agreement as of ______________, 20 .
[NAME] |
||||
By: | ||||
Name: | ||||
Title: | ||||
24