THIRD AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

THIRD AMENDMENT
TO CREDIT AGREEMENT

     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 13, 2007, is by and among CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP, an Indiana limited partnership (the “Company”), CALUMET SHREVEPORT, LLC, an Indiana limited liability company (“Calumet Shreveport”), CALUMET SHREVEPORT LUBRICANTS & WAXES, LLC, an Indiana limited liability company (“CSLW”), CALUMET SHREVEPORT FUELS, LLC, an Indiana limited liability company (“CSF”), CALUMET SPECIALTY PRODUCTS PARTNERS, L.P., a Delaware limited partnership (“CSPP”), CALUMET LP GP, LLC, a Delaware limited liability company (“CLPGP”), CALUMET OPERATING, LLC, a Delaware limited liability company (“Operating”) and CALUMET SALES COMPANY INCORPORATED, a Delaware corporation (“Calumet Sales” and together with the Company, Calumet Shreveport, CSLW, CSF, CSPP, CLPGP and Operating, collectively, the “Borrowers” and each individually a “Borrower”), the financial institutions identified on the signature pages hereto as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., as agent for the Lenders (the “Agent”).

W I T N E S S E T H:

     WHEREAS, pursuant to that certain Credit Agreement dated as of December 9, 2005 among the Borrowers, the Lenders and the Agent (as amended, the “Existing Credit Agreement”), the Lenders have extended commitments to make certain credit facilities available to the Borrowers;

     WHEREAS, the Company has requested that the Lenders agree to amend certain provisions of the Existing Credit Agreement; and

     WHEREAS, the Agent and the Lenders are willing to make such amendments upon the terms and conditions contained in this Amendment;

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the agreements herein contained, the parties hereby agree as follows:

PART I
DEFINITIONS

     SUBPART 1.1. Certain Definitions. Unless otherwise defined herein or the context otherwise requires, the following terms used in this Amendment, including its preamble and recitals, have the following meanings:

     “Amended Credit Agreement” means the Existing Credit Agreement as amended hereby.

     “Amendment No. 3 Effective Date” is defined in Subpart 3.1.

     SUBPART 1.2. Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Amended Credit Agreement.

PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT

     Effective on (and subject to the occurrence of) the Amendment No. 3 Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part II. Except as so amended, the Existing Credit Agreement shall continue in full force and effect.

     SUBPART 2.1. Amendment to Section 10.2.1. Section 10.2.1 of the Existing Credit Agreement is hereby amended by deleting clause (t) in its entirety and replacing it with the following:

     (t) Liens arising in connection with (i) any lease of catalyst necessary for the operation of the refinery assets of the Consolidated Parties in the Ordinary Course of Business or (ii) any commodity leases for catalyst elements necessary for the operation of the refinery assets of the Consolidated Parties in the Ordinary Course of

Business and not for the purpose of speculation; provided, in each case, that such Liens do not encumber any Property other than the catalyst or the commodity being leased, or any insurance proceeds of either of the foregoing; and

     SUBPART 2.2 Amendment to Section 10.2.3. Section 10.2.3 of the Existing Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (i) thereof, (ii) deleting the period at the end of clause (j) thereof and replacing it with “; and”, and (iii) adding the following as a new clause (k) thereof:

     (k) To the extent constituting Indebtedness, obligations of the Consolidated Parties (i) arising under any license for a proprietary refining process entered into by a Consolidated Party in connection with the Shreveport Initiative or otherwise in the Ordinary Course of Business, (ii) in respect of leases (including any such lease constituting a Capital Lease) of catalyst necessary for the operation of the refinery assets of the Consolidated Parties in the Ordinary Course of Business and (iii) in respect of commodity leases (including any such commodity lease constituting a Capital Lease) for catalyst elements and necessary for the operation of the refinery assets of the Consolidated Parties in the Ordinary Course of Business and not for the purposes of speculation.

PART III
CONDITIONS TO EFFECTIVENESS

     SUBPART 3.1. Amendment No. 3 Effective Date. This Amendment shall be and become effective as of the date hereof (the “Amendment No. 3 Effective Date”) when all of the conditions set forth in this Part III shall have been satisfied, and thereafter this Amendment shall be known, and may be referred to, as the “Third Amendment.”

     SUBPART 3.2. Execution of Counterparts of Amendment. The Agent shall have received counterparts (or other evidence of execution, including telephonic message, satisfactory to the Agent) of this Amendment, which collectively shall have been duly executed on behalf of each of the Borrowers and each of the Required Lenders.

     SUBPART 3.3 Amendment Fee. The Borrowers shall have paid or caused to be paid an amendment fee to the Agent in connection with this Amendment for the pro rata account of each Lender that shall have returned executed signature pages to this Amendment no later than 5:00 p.m. on Friday, April 13, 2007, as directed by the Agent, in an aggregate amount equal to $10,000 for such Lenders as a group.

PART IV
MISCELLANEOUS

     SUBPART 4.1 Cross-References. References in this Amendment to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Amendment.

     SUBPART 4.2. Instrument Pursuant to Existing Credit Agreement. This Amendment is an Other Agreement executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Existing Credit Agreement.

     SUBPART 4.3. References in Other Agreements. At such time as this Amendment shall become effective pursuant to the terms of Subpart 3.1, all references in the Other Agreements to the “Credit Agreement” shall be deemed to refer to the Existing Credit Agreement as amended by this Amendment.

     SUBPART 4.4. Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants that (a) it has the requisite power and authority to execute, deliver and perform this Amendment, (b) it is duly authorized to, and has been authorized by all necessary action, to execute, deliver and perform this Amendment, (c) the representations and warranties contained in Section 9 of the Existing Credit Agreement (as amended by this Amendment) are true and correct in all material respects on and as of the date hereof as though made on and as of such date and after giving effect to the amendments contained herein (except for those which expressly relate to an earlier date) and (d) no Default or Event of Default exists under the Existing Credit Agreement on and as of the date hereof both before and after giving effect to the amendments contained herein.

     SUBPART 5.5. Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of executed counterparts of this Amendment by telecopy shall be effective as an original and shall constitute a representation that an original will be delivered.

     SUBPART 5.6. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

     SUBPART 5.7. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

     SUBPART 5.8. Costs and Expenses. The Borrowers agree to pay all reasonable out of pocket costs and expenses of the Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, PLLC.

     SUBPART 5.9. No Other Modification. Except to the extent specifically provided to the contrary in this Amendment, all terms and conditions of the Existing Credit Agreement and the Other Agreements shall remain in full force and effect, without modification or limitation.

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     Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

BORROWERS:

CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP

By:

Calumet LP GP, LLC, its general partner

By:

Calumet Operating, LLC, sole member

By:

Calumet Specialty Products Partners, L.P., its sole member

By:

Calumet GP, LLC, its general partner

By:

/s/ R. XXXXXXX XXXXXX, II

Name:

R. Xxxxxxx Xxxxxx, II

Title:

Vice President and Chief Financial Officer

		CALUMET SHREVEPORT, LLC
		By:		/s/ R. XXXXXXX XXXXXX, II
		Name:		R. Xxxxxxx Xxxxxx, II
		Title:		Vice President and Chief Financial Officer
		CALUMET SHREVEPORT LUBRICANTS & WAXES, 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

		CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
		By:		Calumet GP, LLC, its general partner
		By:		/s/ R. XXXXXXX XXXXXX, II
		Name:		R. Xxxxxxx Xxxxxx, II
		Title:		Vice President and Chief Financial Officer

		CALUMET LP GP, LLC
		By:		Calumet Operating, LLC, its sole member
				By:		Calumet Specialty Products Partners, L.P., its sole member
						By:		Calumet GP, LLC, its general partner
						By:		/s/ R. XXXXXXX XXXXXX, II
						Name:		R. Xxxxxxx Xxxxxx, II
						Title:		Vice President and Chief Financial Officer

		CALUMET OPERATING, LLC
		By:		Calumet Specialty Products Partners, L.P., its sole member
				By:		Calumet GP, LLC, its general partner
				By:		/s/ R. XXXXXXX XXXXXX, II
				Name:		R. Xxxxxxx Xxxxxx, II
				Title:		Vice President and Chief Financial Officer

		CALUMET SALES COMPANY INCORPORATED
		By:		/s/ R. XXXXXXX XXXXXX, II
		Name:		R. Xxxxxxx Xxxxxx, II
		Title:		Vice President and Chief Financial Officer

AGENT AND LENDERS:		BANK OF AMERICA, N.A., as Agent and a Lender
		By:		/s/ XXXXX XXXXXXXX
		Name:		Xxxxx XxxXxxxx
		Title:		Senior Vice President
		JPMORGAN CHASE BANK, N.A., as Co-Syndication Agent and a Lender
		By:		/s/ XXXXXXXX XXXXXXX
		Name:		Xxxxxxxx Xxxxxxx
		Title:		Vice-President
		LASALLE BUSINESS CREDIT, INC., as Co-Syndication Agent and a Lender
		By:		/s/ XXXXX XXXXXXXXXXX
		Name:		Xxxxx Xxxxxxxxxxx
		Title:		Senior Vice President
		XXXXX FARGO FOOTHILL, LLC, as a Lender
		By:		/s/ XXXXXXXX XXXX
		Name:		Xxxxxxxx Xxxx
		Title:		Account Executive, AVP
		WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
		By:		/s/ XXX XXXXX
		Name:		Xxx Xxxxx
		Title:		Director
		NATIONAL CITY BUSINESS CREDIT, INC., as a Lender
		By:		/s/ XXX XXXX
		Name:		Xxx Xxxx
		Title:		Vice President
		SIEMENS FINANCIAL SERVICES, INC., as a Lender
		By:		/s/ XXXX XXXXXXX
		Name:		Xxxx Xxxxxxx
		Title:		Vice President