CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. __________ COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS Common Unit Purchase Agreement
EXHIBIT 1.2
__________ COMMON UNITS
REPRESENTING LIMITED PARTNER INTERESTS
January [_], 2006
Xx. Xxxx X. Xxxxxxxxxx Xx.
000 Xxxxxxxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxx
00000
000 Xxxxxxxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxx
00000
Xx. Xxx Xxxxxxxxxx
0000 Xxxx 00 Xx.
Xxxxxxxxxx, Xxxxxxx
00000
0000 Xxxx 00 Xx.
Xxxxxxxxxx, Xxxxxxx
00000
Xx. Xxxxx X. Xxxxxxxxxx
0000 Xxxx Xxxxxx Xx. #000
Xxxxx Xxxxxx, Xxxxxxxx
00000
0000 Xxxx Xxxxxx Xx. #000
Xxxxx Xxxxxx, Xxxxxxxx
00000
Ladies and Gentlemen:
Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “Partnership”
or the “MLP”), proposes, subject to the terms and conditions stated herein, to issue and sell to
the investors named in Schedule I hereto (the “Xxxxxxxxxx Investors”) an aggregate of ___common
units (the “Xxxxxxxxxx Units”) representing limited partner interests in the Partnership (the
"Common Units”). Certain terms used but not defined herein have the meanings assigned to them in
the underwriting agreement (the “Underwriting Agreement”), dated as of even date herewith, by and
among the Partnership, certain subsidiaries of the Partnership, Calumet GP, LLC, a Delaware limited
liability company and general partner of the Partnership (the “General Partner,” and together with
the Partnership, the “Calumet Parties”), and the underwriters named therein (the “Underwriters”),
relating to the Partnership’s proposed sale of an aggregate ___common units (the “Underwritten
Units”), to the Underwriters.
This is to confirm the agreement among the Calumet Parties and the Xxxxxxxxxx Investors
concerning the purchase of the Xxxxxxxxxx Units from the Partnership by the Xxxxxxxxxx Investors.
(a) Registration. A registration statement on Form S-1 (File No. 333-128880) (the “Initial
Registration Statement”) in respect of the Units has been filed with the Securities and Exchange
Commission (the “Commission” or the “SEC”); the Initial Registration Statement and any
post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding
exhibits thereto, have been declared effective by the Commission in such form; other than a
registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration
Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Act”), which became effective upon filing, no other document with respect to the Initial
Registration Statement has heretofore been filed with the Commission; and no stop order suspending
the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or
the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose
has been initiated or threatened by the Commission (any preliminary prospectus included in the
Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules
and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”;
the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement,
if any, including all exhibits thereto and including the information contained in the form of final
prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with
Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial
Registration Statement at the time it was declared effective, each as amended at the time such part
of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration
Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the
"Registration Statement”; the Preliminary Prospectus dated January [ ], 2006 relating to the Units
that was included in the Registration Statement immediately prior to the Applicable Time (as
defined below) is hereinafter called the “Pricing Prospectus”; the final prospectus, in the form
first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”; and any
“issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Units is
hereinafter called an “Issuer Free Writing Prospectus”). For purposes of this Agreement,
"Applicable Time” means [___] p.m. (New York City time) on the date of this Agreement.
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they were made, not misleading. Notwithstanding the foregoing, the representation and
warranty in this Section 1(c) shall not apply to any statements or omissions made in reliance upon
and in conformity with written information furnished to the Partnership by an Underwriter through
Xxxxxxx, Sachs & Co. expressly for use therein.
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operations of the Partnership Entities taken as a whole (a “Material Adverse Effect”), or (ii)
subject the limited partners of the Partnership to any material liability or disability.
(i) The Partnership Agreement will have been duly authorized, executed and delivered by the
General Partner and Heritage, Calumet Inc., Xxxxxxxxxx, Xxxxxxxxxx Trust I, Xxxxxxxxxx Trust II and
Xxxxx as the “Organizational Limited Partners” and will be a valid and legally binding agreement of
the General Partner and Heritage, Calumet Inc., Xxxxxxxxxx, Xxxxxxxxxx Trust I, Xxxxxxxxxx Trust II
and Xxxxx as the Organizational Limited Partners, enforceable against the General Partner and
Heritage, Calumet Inc., Xxxxxxxxxx, Xxxxxxxxxx Trust I, Xxxxxxxxxx Trust II and Xxxxx as the
Organizational Limited Partners in accordance with its terms;
(ii) The General Partner Agreement will have been duly authorized, executed and delivered by
Heritage, Xxxxx and Xxxxxxxxxx and will be a valid and legally binding agreement of Heritage, Xxxxx
and Xxxxxxxxxx, enforceable against Heritage, Xxxxx and Xxxxxxxxxx in accordance with its terms;
(iii) Each of the Contribution Documents will have been duly authorized, executed and
delivered by the parties thereto and will be valid and legally binding agreements of the Calumet
Entities party thereto enforceable against such parties in accordance with its respective terms;
(iv) The Omnibus Agreement will have been duly authorized, executed and delivered by each of
the parties thereto and will be a valid and legally binding agreement of each of them enforceable
against each of them in accordance with its terms; and
provided that, with respect to each agreement described in this Section 1(i), the enforceability
thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws relating to or affecting creditors’ rights generally and by general principles of
equity (regardless of whether such enforceability is considered in a proceeding in equity or at
law); provided, further, that the indemnity and contribution provisions contained therein may be
limited by applicable laws or public policy.
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(j) No Conflicts. None of the offering, issuance and sale by the Partnership of the
Xxxxxxxxxx Units, the execution, delivery and performance of this Agreement or the consummation of
the transactions contemplated hereby (i) conflicts or will conflict with or constitutes or will
constitute a violation of the Partnership Agreement or the General Partner Agreement, (ii)
conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a
default under (or an event which, with notice or lapse of time or both, would constitute such a
default), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which any of the Calumet Entities is a party or by which any of them or any of their
respective properties may be bound or subject, (iii) violates or will violate any statute, law or
regulation or any order, rule, judgment, decree or injunction of any court or governmental agency
or body having jurisdiction over any of the Calumet Entities or any of their properties or (iv)
results or will result in the creation or imposition of any lien, charge or encumbrance upon any
property or assets of any of the Calumet Entities, which conflicts, breaches, violations or
defaults, in the case of clauses (ii), (iii) or (iv), would, individually or in the aggregate, have
a Material Adverse Effect or would materially impair the ability of any of the Calumet Entities to
perform their obligations under this Agreement.
3. Delivery and Payment for the Xxxxxxxxxx Units. Delivery of and payment for the
Xxxxxxxxxx Units shall be made at 9:30 a.m., New York City time, on [ ],
2006 (such date and time of delivery and payment for the Xxxxxxxxxx Units being herein called the
"Closing Date”). Delivery of the Xxxxxxxxxx Units shall be made to the Xxxxxxxxxx Investors against
payment by the Xxxxxxxxxx Investors of the purchase price thereof to or upon the order of the
Partnership by wire transfer payable in same-day funds to an account specified by the Partnership.
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their obligations hereunder theretofore to be performed, and the closing of the purchase and
sale of the Underwritten Units shall have occurred.
5. All statements, requests, notices and agreements hereunder shall be in writing, and if to
the Xxxxxxxxxx Investors shall be delivered or sent by mail, telex or facsimile transmission to [To
come]; and if to the Partnership shall be delivered or sent by mail to the address of the
Partnership set forth in the Registration Statement, Attention: R. Xxxxxxx Xxxxxx, II. Any such
statements, requests, notices or agreements shall take effect upon receipt thereof.
6. This Agreement shall be binding upon, and inure solely to the benefit of, the Xxxxxxxxxx
Investors and the Calumet Parties, and their respective heirs, executors, administrators,
successors and assigns, and no other person shall acquire or have any right under or by virtue of
this Agreement.
7. This Agreement supersedes all prior agreements and understandings (whether written or oral)
between the Partnership and the Xxxxxxxxxx Investors, or any of them, with respect to the subject
matter hereof.
8. This Agreement shall be governed by and construed in accordance with the laws of the State
of New York.
9. This Agreement may be executed by any one or more of the parties hereto in any number of
counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.
If the foregoing is in accordance with your understanding, please sign and return to us three
(3) counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Xxxxxxxxxx
Investors, this letter and such acceptance hereof shall constitute a binding agreement among each
of the Xxxxxxxxxx Investors and each of the Calumet Parties.
[Signature page follows.]
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Very truly yours, | ||||||
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. | ||||||
By: Calumet GP, LLC, its general partner | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
CALUMET GP, LLC | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
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Accepted as of the date hereof:
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SCHEDULE I
Total Number of | ||||
Common Units | ||||
Xxxxxxxxxx Investors | to be Purchased | |||
Xxxx X. Xxxxxxxxxx Xx |
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Mac Xxxxxxxxxx |
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Xxxxx X. Xxxxxxxxxx |
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Total |
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Schedule II(a)
Materials Other Than the Pricing Prospectus
That Comprise the Pricing Disclosure Package
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Schedule II(b)
Issuer Free Writing Prospectuses Not Included
in the Pricing Disclosure Package
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