AMENDMENT NO. 1 TO CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
AMENDMENT NO. 1
This Amendment No. 1 to Contribution, Conveyance and Assumption Agreement (the
“Amendment”) is entered into as of February 8, 2006, by and among F. XXXXXXX XXXXX, an
individual (“Xxxxx”), XXXXX XXXXXX XXXXX, an individual (“Xxxxx Wife”), XXXXX XXXXXX XXXXX
GRANTOR RETAINED ANNUITY TRUST DATED JANUARY 31, 2002, an Indiana trust (“Xxxxx Trust I”),
XXXXX XXXXXX XXXXX GRANTOR RETAINED ANNUITY TRUST DATED MARCH 18, 2004, an Indiana trust
(“Xxxxx Trust II”), XXXX X. XXXXXXXXXX, XX., an individual (“Xxxxxxxxxx, Jr.”),
XXXXXXX X. XXXXXXXXXX IRREVOCABLE INTERVIVOS TRUST FOR THE BENEFIT OF XXXX XXXXXXX XXXXXXXXXX, XX.
AND HIS ISSUE, an Indiana trust (“Xxxxxxxxxx Trust I”), XXXXXX XXXXXXXXXX TRUST NUMBER 106
FOR THE BENEFIT OF XXXX XXXXXXX XXXXXXXXXX, XX. AND HIS ISSUE, an Indiana trust (“Xxxxxxxxxx
Trust II”), CALUMET, INCORPORATED, an Indiana corporation (“Calumet Inc.”), THE
HERITAGE GROUP, an Indiana general partnership (“THG”), CALUMET GP, LLC, a Delaware limited
liability company (“GP LLC”), CALUMET SPECIALTY PRODUCTS PARTNERS, L.P., a Delaware limited
partnership (“MLP”), CALUMET OPERATING, LLC, a Delaware limited liability company
(“OLLC”), CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP, an Indiana limited partnership
(“Calumet LP”), CALUMET SALES COMPANY INCORPORATED, a Delaware corporation
(“Reseller”), CALUMET HOLDING, LLC, a Delaware limited liability company
(“Holding”), CALUMET PENNSYLVANIA, LLC, a Delaware limited liability company (“Calumet
PA”), CALUMET LP GP, LLC, a Delaware limited liability company (“Calumet LP GP”),
CALUMET SHREVEPORT PACKAGING, LLC, an Indiana limited liability company (“Shreveport
Packaging”), and CALUMET SHREVEPORT FUELS, LLC, an Indiana limited liability company
(“Shreveport Fuels”). The above-named entities are referred to in this Amendment each as
an “Amendment Party” and collectively as the “Amendment Parties.”
RECITALS
WHEREAS, the Amendment Parties (other than Shreveport Fuels, the “Original Parties”)
entered into a Contribution Conveyance and Assumption Agreement, dated as of January 31, 2006 (the
“Original Agreement”), providing for various contributions, distributions and assumptions
of various assets and liabilities by and among the Original Parties;
WHEREAS, Shreveport Fuels was not one of the Original Parties to the Original Agreement, but
is the contractor under those certain agreements set forth on Schedule B to the Original Agreement,
all of which constitute Non-Qualifying Income Assets;
WHEREAS, Calumet LP intended to convey all its and its subsidiaries’ right, title and interest
in the Non-Qualifying Income Assets to Reseller, and Shreveport Fuels desires to carry out that
intention of Calumet LP;
WHEREAS, the Original Parties wish to add Shreveport Fuels as a party to the Original
Agreement; and
WHEREAS, the Original Parties wish to amend the Original Agreement as set forth herein
pursuant to and in accordance with Section 8.9 of the Original Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual terms, conditions and
agreements set forth herein, the parties hereto hereby agree as follows:
AGREEMENT
Section 1. Defined Terms. All capitalized terms used and not defined herein have the
meanings set forth in the Original Agreement.
Section 2. Amendment to Introductory Paragraph. The introductory paragraph of the
Original Agreement is hereby amended and restated as follows:
“This Contribution, Conveyance and Assumption Agreement, dated as of January 31, 2006, is
entered into by and among F. XXXXXXX XXXXX, an individual (“Xxxxx”), XXXXX XXXXXX
XXXXX, an individual (“Xxxxx Wife”), XXXXX XXXXXX XXXXX GRANTOR RETAINED ANNUITY TRUST DATED
JANUARY 31, 2002, an Indiana trust (“Xxxxx Trust I”), XXXXX XXXXXX XXXXX GRANTOR
RETAINED ANNUITY TRUST DATED MARCH 18, 2004, an Indiana trust (“Xxxxx Trust II”),
XXXX X. XXXXXXXXXX, XX., an individual (“Xxxxxxxxxx, Jr.”), XXXXXXX X. XXXXXXXXXX
IRREVOCABLE INTERVIVOS TRUST FOR THE BENEFIT OF XXXX XXXXXXX XXXXXXXXXX, XX. AND HIS ISSUE,
an Indiana trust (“Xxxxxxxxxx Trust I”), XXXXXX XXXXXXXXXX TRUST NUMBER 106 FOR THE
BENEFIT OF XXXX XXXXXXX XXXXXXXXXX, XX. AND HIS ISSUE, an Indiana trust (“Xxxxxxxxxx
Trust II”), CALUMET, INCORPORATED, an Indiana corporation (“Calumet Inc.”), THE
HERITAGE GROUP, an Indiana general partnership (“THG”), CALUMET GP, LLC, a Delaware
limited liability company (“GP LLC”), CALUMET SPECIALTY PRODUCTS PARTNERS, L.P., a
Delaware limited partnership (“MLP”), CALUMET OPERATING, LLC, a Delaware limited
liability company (“OLLC”), CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP, an Indiana
limited partnership (“Calumet LP”), CALUMET SALES COMPANY INCORPORATED, a Delaware
corporation (“Reseller”), CALUMET HOLDING, LLC, a Delaware limited liability company
(“Holding”), CALUMET PENNSYLVANIA, LLC, a Delaware limited liability company
(“Calumet PA”), CALUMET LP GP, LLC, a Delaware limited liability company
(“Calumet LP GP”), CALUMET SHREVEPORT PACKAGING, LLC, an Indiana limited liability
company (“Shreveport Packaging”), and CALUMET SHREVEPORT FUELS, LLC, an Indiana
limited liability company (“Shreveport Fuels”). The above-named entities are
sometimes referred to in this Agreement each as a “Party” and collectively as the
“Parties.” Capitalized terms used herein shall have the meanings assigned to such
terms in Section 1.1.”
Section 3. Amendment to Recitals. The second paragraph of the third Recital of the
Original Agreement is hereby deleted in its entirety and replaced with the following.
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“2. Shreveport
Fuels will convey all of its right, title and interest in the Non-Qualifying Income Assets to Reseller as a
capital contribution.”
Section 4. Amendment to Definitions. The definition of “Revolving Credit Facility” is
amended and restated as follows:
"“Revolving Credit Facility” means that $225,000,000 Revolving Credit Agreement
dated as of December 9, 2005, by and among Calumet LP, Shreveport, Calumet Shreveport
Lubricants & Waxes, LLC, an Indiana limited liability company (“Shreveport L&W”),
and Shreveport Fuels, as Borrowers, Bank of America, N.A., as Administrative Agent and
Lender, and the other Lenders party thereto.”
Section 5. Amendment to Section 2.2. Section 2.2 of the Original Agreement is hereby
amended and restated as follows:
“Section 2.2 Contribution of Non-Qualifying Income Assets by Shreveport Fuels to
Reseller. Shreveport Fuels hereby grants, contributes, bargains, conveys, assigns,
transfers, sets over and delivers to Reseller, its successors and assigns, for its and their
own use forever, all of its right, title and interest in and to the Non-Qualifying Income
Assets, and Reseller hereby accepts such assets as a contribution to the capital of
Reseller.
TO HAVE AND TO HOLD the Non-Qualifying Income Assets unto Reseller, its successors and
assigns, together with all and singular the rights and appurtenances thereto in any way
belonging, subject, however, to the terms and conditions stated in this Agreement, forever.”
Section 6. No Other Amendments. Except as set forth herein, the Original Agreement
remains in full force and effect.
Section 7. Counterparts; Facsimile. This Amendment may be executed in one or more
counterparts, and by the parties in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one and the same
agreement. The Amendment Parties agree that any document or signature delivered by facsimile
transmission shall be deemed an original executed document for all purposes hereof.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed by the Amendment Parties as of
the date first written above.
| /s/ F. XXXXXXX XXXXX | ||||
| F. XXXXXXX XXXXX | ||||
| /s/ XXXXX XXXXXX XXXXX | ||||
| XXXXX XXXXXX XXXXX | ||||
| XXXXX XXXXXX XXXXX GRANTOR RETAINED ANNUITY TRUST
DATED JANUARY 31, 2002 |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Xxxxx | ||||
| Trustee | ||||
| XXXXX XXXXXX XXXXX GRANTOR RETAINED ANNUITY TRUST
DATED MARCH 18, 2004 |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Xxxxx | ||||
| Trustee | ||||
| /s/ XXXX X. XXXXXXXXXX, XX. | ||||
| XXXX X. XXXXXXXXXX, XX. | ||||
| XXXXXXX X. XXXXXXXXXX IRREVOCABLE INTERVIVOS TRUST
FOR THE BENEFIT OF XXXX XXXXXXX XXXXXXXXXX, XX. AND
HIS ISSUE |
||||
| By: | /s/ Xxxxx X. Xxxxxxxxxx | |||
| Xxxxx X. Xxxxxxxxxx | ||||
| Trustee | ||||
Signature Page to Amendment No. 1 to
Contribution, Conveyance and Assumption Agreement
Contribution, Conveyance and Assumption Agreement
| XXXXXX XXXXXXXXXX TRUST NUMBER 106 FOR THE BENEFIT OF
XXXX XXXXXXX XXXXXXXXXX, XX. AND HIS ISSUE |
||||
| By: | /s/ Xxxxx X. Xxxxxxxxxx | |||
| Xxxxx X. Xxxxxxxxxx | ||||
| Trustee | ||||
| THE HERITAGE GROUP |
||||
| By: | /s/ Xxxx X. Xxxxxxxxxx, Xx. | |||
| Xxxx X. Xxxxxxxxxx, Xx. | ||||
| Chief Executive Officer | ||||
| CALUMET, INCORPORATED |
||||
| By: | /s/ R. Xxxxxxx Xxxxxx, II | |||
| R. Xxxxxxx Xxxxxx, II | ||||
| Vice President and Chief Financial Officer | ||||
| CALUMET GP, LLC |
||||
| By: | /s/ R. Xxxxxxx Xxxxxx, II | |||
| R. Xxxxxxx Xxxxxx, II | ||||
| Vice President and Chief Financial Officer | ||||
| CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. | ||||||||
| By: Calumet GP, LLC, its general partner | ||||||||
| By: | /s/ R. Xxxxxxx Xxxxxx, II | |||||||
| R. Xxxxxxx Xxxxxx, II | ||||||||
| Vice President and Chief Financial Officer | ||||||||
Signature Page to Amendment No. 1 to
Contribution, Conveyance and Assumption Agreement
Contribution, Conveyance and Assumption Agreement
| 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 | |||||||||
| R. Xxxxxxx Xxxxxx, II | ||||||||||
| Vice President and Chief Financial Officer | ||||||||||
| CALUMET LP GP, LLC | ||||||||||
| By: | Calumet, Incorporated, its sole member | |||||||||
| By: | /s/ R. Xxxxxxx Xxxxxx, II | |||||||||
| R. Xxxxxxx Xxxxxx, II | ||||||||||
| Vice President and Chief Financial Officer | ||||||||||
| CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP | ||||||||||
| By: | Calumet, Incorporated, its general partner | |||||||||
| By: | /s/ R. Xxxxxxx Xxxxxx, II | |||||||||
| R. Xxxxxxx Xxxxxx, II | ||||||||||
| Vice President and Chief Financial Officer | ||||||||||
| CALUMET SALES COMPANY INCORPORATED | ||||||||||
| By: | /s/ R. Xxxxxxx Xxxxxx, II | |||||||||
| R. Xxxxxxx Xxxxxx, II | ||||||||||
| Vice President and Chief Financial Officer | ||||||||||
Signature Page to Amendment No. 1 to
Contribution, Conveyance and Assumption Agreement
Contribution, Conveyance and Assumption Agreement
| CALUMET PENNSYLVANIA, LLC | ||||||||||
| By: Calumet Lubricants Co., Limited Partnership, its sole member | ||||||||||
| By: Calumet, Incorporated, its general partner | ||||||||||
| By: | /s/ R. Xxxxxxx Xxxxxx, II | |||||||||
| R. Xxxxxxx Xxxxxx, II | ||||||||||
| Vice President and Chief Financial Officer | ||||||||||
| CALUMET HOLDING, LLC | ||||||||||
| By: Calumet Lubricants Co., Limited Partnership, its sole member | ||||||||||
| By: Calumet, Incorporated, its general partner | ||||||||||
| By: | /s/ R. Xxxxxxx Xxxxxx, II | |||||||||
| R. Xxxxxxx Xxxxxx, II | ||||||||||
| Vice President and Chief Financial Officer | ||||||||||
| CALUMET SHREVEPORT PACKAGING, LLC | ||||||||||
| By: | /s/ R. Xxxxxxx Xxxxxx, II | |||||||||
| Name: R. Xxxxxxx Xxxxxx, II | ||||||||||
| Title: Vice President and Chief Financial Officer | ||||||||||
| CALUMET SHREVEPORT FUELS, LLC | ||||||||||
| By: | /s/ R. Xxxxxxx Xxxxxx, II | |||||||||
| Name: R. Xxxxxxx Xxxxxx, II | ||||||||||
| Title: Vice President and Chief Financial Officer | ||||||||||
Signature Page to Amendment No. 1 to
Contribution, Conveyance and Assumption Agreement
Contribution, Conveyance and Assumption Agreement
