SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.2

SECOND AMENDMENT
TO CREDIT AGREEMENT

     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 18, 2007, is by and among CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP, an Indiana limited partnership (the “Borrower”), the Guarantors signatories hereto, the financial institutions identified on the signature pages hereto as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (the “Administrative Agent”) and Credit-Linked LC Issuer.

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 Borrower, the Guarantors, the Lenders and the Administrative Agent (as amended, the “Existing Credit Agreement”), the Lenders have extended commitments to make certain credit facilities available to the Borrower;

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

     WHEREAS, the Administrative Agent and the Required 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. 2 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. 2 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 8.01. Section 8.01 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 8.03. Section 8.03 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. 2 Effective Date. This Amendment shall be and become effective as of the date hereof (the “Amendment No. 2 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 “Second Amendment.”

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

     SUBPART 3.3 Amendment Fee. The Borrower shall have paid or caused to be paid an amendment fee to the Administrative Agent in connection with this Amendment for the account of each Lender that shall have returned executed signature pages to this Amendment no later than 5:00 p.m. on Wednesday, April 18, 2007, as directed by the Administrative Agent, in an aggregate amount for each Lender equal to the product of (i) three (3) basis points (0.0003) and (ii) the amount equal to the sum of (A) the amount of such Lender’s Credit Linked Deposit plus (B) the outstanding Term Loans held by such Lender.

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 a Loan Document 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 Amended 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 Loan Documents 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 Article VI 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 costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable out of pocket 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 Loan Documents 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.

BORROWER:

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 and Chief Financial Officer

GUARANTORS:		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

ADMINISTRATIVE AGENT:		BANK OF AMERICA, N.A.,
		as Administrative Agent
		By:		/s/ XXXXXXXX XXXXXX
		Name: Xxxxxxxx Xxxxxx
		Title: Agency Management
		ACA CLO 2006-1, LIMITED
		By:		/s/ XXXXXXX XXXXXX
		Name: Xxxxxxx Xxxxxx
		Title: Managing Director
		American Certificate Company
		By: RiverSource Investments,
		LLC as Collateral Manager
		By:		/s/ XXXXXX X. XXXXXXX
		Name: Xxxxxx X. Xxxxxxx
		Title: Senior Managing Director
		Atlas Loan Funding (CENT I) LLC
		By: Riversource Investments, LLC
		Attorney in Fact
		By:		/s/ XXXXX X. XXXXXXX
		Name: Xxxxx X. Xxxxxxx
		Title: Director of Operations
		Atlas Loan Funding (Hartford), LLC
		By: Atlas Capital Funding, Ltd.
		By: Structured Asset Investors, LLC
		Its Investment Manager
		By:		/s/ XXXXX X. XXXXX
		Name: Xxxxx X. Xxxxx
		Title: Vice President
		AVENUE CLO FUND, LIMITED
		AVENUE CLO II, LIMITED
		AVENUE CLO III, LIMITED
		By:		/s/ XXXXXXX X’ XXXXXXX
		Name: Xxxxxxx X’ Xxxxxxx
		Title: Senior Portfolio Manager

		Bank of America, N.A.
		By:		/s/ XXXXXXX X. ROOF
		Name: Xxxxxxx Xxxx
		Title: Vice President
		Cent CDO 10, Ltd.
		By: RiverSource Investments,
		LLC as Collateral Manager
		By:		/s/ XXXXX X. XXXXXXX
		Name: Xxxxx X. Xxxxxxx
		Title: Director of Operations
		Cent CDO XI, Limited
		By: RiverSource Investments,
		LLC as Collateral Manager
		By:		/s/ XXXXX X. XXXXXXX
		Name: Xxxxx X. Xxxxxxx
		Title: Director of Operations
		Centaurus Loan Trust
		By:		/s/ XXXXXX XXXXXXX
		Name: Xxxxxx Xxxxxxx
		Title: Vice President
		Centurion CDO 8, Limited
		By: RiverSource Investments,
		LLC as Collateral Manager
		By:		/s/ XXXXX X. XXXXXXX
		Name: Xxxxx X. Xxxxxxx
		Title: Director of Operations
		Centurion CDO 9, Ltd.
		By:		/s/ XXXXX X. XXXXXXX
		Name: Xxxxx X. Xxxxxxx
		Title: Director of Operations
		Centurion CDO VI, Ltd.
		By: RiverSource Investments,
		LLC as Collateral Manager
		By:		/s/ XXXXX X. XXXXXXX
		Name: Xxxxx X. Xxxxxxx
		Title: Director of Operations

		Centurion CDO VII. Ltd.
		By: RiverSource Investments,
		LLC as Collateral Manager
		By:		/s/ XXXXX X. XXXXXXX
		Name: Xxxxx X. Xxxxxxx
		Title: Director of Operations
		Clydesdale CLO 2003, ltd
		By:		/s/ XXXXXX XXXXXXX
		Name: Xxxxxx Xxxxxxx
		Title: Vice President
		Clydesdale CLO 2004 ltd
		By:		/s/ XXXXXX XXXXXXX
		Name: Xxxxxx Xxxxxxx
		Title: Vice President
		Clydesdale CLO 2005, ltd
		By:		/s/ XXXXXX XXXXXXX
		Name: Xxxxxx Xxxxxxx
		Title: Vice President
		Clydesdale Strategic CLO-I ltd
		By:		/s/ XXXXXX XXXXXXX
		Name: Xxxxxx Xxxxxxx
		Title: Vice President
		Flagship CLO VI
		By: Deutsche Investment Management Americas, Inc.
		As Collateral Manager
		By:		/s/ XXX XXXXXXX
		Name: Xxx Xxxxxxx
		Title: Vice President
		By:		/s/ XXXX XXXXX
		Name: Xxxx Xxxxx
		Title: Director

		Flagship CLO III
		By: Deutsche Investment Management Americas, Inc
		(as successor in interest in Deustche Asset Management Inc.)
		As Sub-Advisor
		By:		/s/ XXX XXXXXXX
		Name: Xxx Xxxxxxx
		Title: Vice President
		By:		/s/ XXXX XXXXX
		Name: Xxxx Xxxxx
		Title: Director
		Flagship CLO IV
		By: Deutsche Investment Management Americas, Inc.
		(as successor in interest to Deutsche Asset Management Inc.)
		As Sub- Advisor
		By:		/s/ XXX XXXXXXX
		Name: Xxx Xxxxxxx
		Title: Vice President
		By:		/s/ XXXX XXXXX
		Name: Xxxx Xxxxx
		Title: Director
		Aurum CLO 2002-1 Ltd.
		By: Deutsche Investment Management Americas Inc.
		(as successor in interest to Deutsche Asset Management Inc.)
		As Sub- Advisor
		By:		/s/ XXX XXXXXXX
		Name: Xxx Xxxxxxx
		Title: Vice President
		By:		/s/ XXXX XXXXX
		Name: Xxxx Xxxxx
		Title: Director
		FIRST TRUST/FOUR CORNERS SENIOR
		FLOATING RATE INCOME FUND II
		as Lender
		By: Four Corners Capital Management LLC,
		As Sub-Advisor
		By:		/s/ XXXX XXXXXXXXX
		Name: Xxxx Xxxxxxxxx
		Title: Senior Vice President

		FORTRESS PORTFOLIO TRUST
		as Lender
		By; Four Corners Capital Management LLC,
		An Investment Manager
		By:		/s/ XXXX XXXXXXXXX
		Name: Xxxx Xxxxxxxxx
		Title: Senior Vice President
		FOUR CORNERS CLO 2005-I, LTD.
		As Lender
		By; Four Corners Capital Management LLC,
		As Collateral Manager
		By:		/s/ XXXX XXXXXXXXX
		Name: Xxxx Xxxxxxxxx
		Title: Senior Vice President
		Four Corners CLO II, LTD.
		By:		/s/ XXXX XXXXXXXXXXXXX
		Name: Xxxx Xxxxxxxxxxxxx
		Title: Assistant Vice President
		FOXE BASIN CLO 2003, LTD.
		By GSO Capital Partners LP
		By:		/s/ XXXXXXX XXXXXX
		Name: Xxxxxxx Xxxxxx
		Title: Authorized Signatory
		Xxxx Force 1 CLO, Ltd.
		By: GSO Capital Partners LP as Collateral Manager
		By:		/s/ XXXXXXX XXXXXX
		Name: Xxxxxxx Xxxxxx
		Title: Authorized Signatory
		Xxxx Force 2 CLO, Ltd.
		By: GSO Capital Partners LP as Collateral Manager
		By:		/s/ XXXXXXX XXXXXX
		Name: Xxxxxxx Xxxxxx
		Title: Authorized Signatory

		GULF STREAM-COMPASS CLO 2002-1 LTD
		By: Gulf Stream Asset Management LLC
		As Collateral Manager
		By:		/s/ XXXXX XXXX
		Name: Xxxxx Xxxx
		Title: Chief Credit Officer
		GULF STREAM-COMPASS CLO 2003-1 LTD
		By: Gulf Stream Asset Management LLC
		As Collateral Manager
		By:		/s/ XXXXX XXXX
		Name: Xxxxx Xxxx
		Title: Chief Credit Officer
		GULF STREAM-COMPASS CLO 2004-1 LTD
		By: Gulf Stream Asset Management LLC
		As Collateral Manager
		By:		/s/ XXXXX XXXX
		Name: Xxxxx Xxxx
		Title: Chief Credit Officer
		GULF STREAM-COMPASS CLO 2004-1 LTD
		By: Gulf Stream Asset Management LLC
		As Collateral Manager
		By:		/s/ XXXXX XXXX
		Name: Xxxxx Xxxx
		Title: Chief Credit Officer
		GULF STREAM-COMPASS CLO 2005-1 LTD
		By: Gulf Stream Asset Management LLC
		As Collateral Manager
		By:		/s/ XXXXX XXXX
		Name: Xxxxx Xxxx
		Title: Chief Credit Officer
		The Hartford Mutual Funds Inc., on behalf of the Hartford Floating Rate Fund by Hartford Investment Management Company, its sub-advisor, as a lender
		By:		/s/ ADRAYLL XXXXX
		Name: Adrayll Xxxxx
		Title: Vice President

		XXXXXX STRAITS CLO 2004, LTD.
		By: GSO Capital Partners LP as Collateral Manager
		By:		/s/ XXXXXXX XXXXXX
		Name: Xxxxxxx Xxxxxx
		Title: Authorized Signatory
		KC CLO II PLC
		By:		/s/ XXXXXXX XXXXXXX
		Name: Xxxxxxx Xxxxxxx
		Title: Assistant Vice President — Operations
		KINGSLAND I, LTD.
		By: Kingsland Capital Management, LLC,
		as Manager
		By:		/s/ XXXXXXX XXXXX
		Name: Xxxxxxx Xxxxx
		Title: Authorized Loan Officer
		KINGSLAND II, LTD.
		By: Kingsland Capital Management, LLC,
		as Manager
		By:		/s/ XXXXXXX XXXXX
		Name: Xxxxxxx Xxxxx
		Title: Authorized Loan Officer
		LANDMARK CDO LTD
		By: Aladdin Capital Management LLC, as Manager
		By:		/s/ XXXXXX XXXXXXXXX
		Name: Xxxxxx Xxxxxxxxx
		Title: Director
		LANDMARK III CDO LTD
		By: Aladdin Capital Management LLC, as Manager
		By:		/s/ XXXXXX XXXXXXXXX
		Name: Xxxxxx Xxxxxxxxx
		Title: Director

		LANDMARK IV CDO LTD
		By: Aladdin Capital Management LLC, as Manager
		By:		/s/ XXXXXX XXXXXXXXX
		Name: Xxxxxx Xxxxxxxxx
		Title: Director
		LANDMARK V CDO LTD
		By: Aladdin Capital Management LLC, as Manager
		By:		/s/ XXXXXX XXXXXXXXX
		Name: Xxxxxx Xxxxxxxxx
		Title: Director
		LANDMARK VI CDO LTD
		By: Aladdin Capital Management LLC, as Manager
		By:		/s/ XXXXXX XXXXXXXXX
		Name: Xxxxxx Xxxxxxxxx
		Title: Director
		LANDMARK VII CDO LTD
		By: Aladdin Capital Management LLC, as Manager
		By:		/s/ XXXXXX XXXXXXXXX
		Name: Xxxxxx Xxxxxxxxx
		Title: Director
		LATTITUDE CLO I LTD
		By:		/s/ XXXXXXXX X XXXXXX, III
		Name: Xxxxxxxx X. Xxxxxx, III
		Title: CIO
		LATITUDE CLO II, LTD
		By:		/s/ XXXXXXXX X. XXXXXX III
		Name: Xxxxxxxx X. Xxxxxx III
		Title: CIO
		NCRAM Loan Trust
		By:		/s/ XXXXXX XXXXXXX
		Name: Xxxxxx Xxxxxxx
		Title: Vice President

		NCRAM Senior Loan Trust 2005
		By:		/s/ XXXXXX XXXXXXX
		Name: Xxxxxx Xxxxxxx
		Title: Vice President
		RiverSource Life Insurance Company
		By: RiverSource Investments,
		LLC as Collateral Manager
		By:		/s/ XXXXXX X. XXXXXXX
		Name: Xxxxxx X. Xxxxxxx
		Title: Senior Managing Director
		ROSEDALE CLO, LTD.
		By: Princeton Advisory Group, Inc. the Collateral
		Manager acting as attorney-in-fact
		By:		/s/ XXXXXXXX XXXXXX
		Name: Xxxxxxxx Xxxxxx
		Title: Vice President
		SANDELMAN FINANCE
		By:		/s/ XXXXXXX XXXXX
		Name: Xxxxxxx Xxxxx
		Title: Head of Structured Finance
		Sequils-Centurion V, Ltd.
		By: RiverSource Investments,
		LLC as Collateral Manager
		By:		/s/ XXXXX X. XXXXXXX
		Name: Xxxxx X. Xxxxxxx
		Title: Director of Operations
		SF-1 Segregated Portfolio, a segregated portfolio of Shiprock Finance, SPC, for which Shiprock Finance, SPC is acting on behalf of and for the account of SF-1 Segregated Portfolio
		By:		/s/ XXXX XXXXXXXXXXXXX
		Name: Xxxx Xxxxxxxxxxxxx
		Title: Vice President

		Xxxxxxx CBNA Loan Funding LLC, for itself or as agent for Xxxxxxx CFPI Loan Funding LLC.
		By:		/s/ XXXX XXXXXX
		Name: Xxxx Xxxxxx
		Title: Attorney-in-fact
		Sun America Life Insurance Company
		By: AIG Global Investment Corp.
		Investment Sub Advisor
		By:		/s/ XXXXXX X. OH
		Name: Xxxxxx X. Oh
		Title: Managing Director
		Sun America Senior Floating Rate Fund, Inc.
		By: AIG Global Investment Corp.
		Investment Sub Advisor
		By:		/s/ XXXXXX X. OH
		Name: Xxxxxx X. Oh
		Title: Managing Director
		Saturn CLO, Ltd.
		By: AIG Global Investment Corp.,
		Its Collateral Management
		By:		/s/ XXXXXX X. OH
		Name: Xxxxxx X. Oh
		Title: Managing Director
		Galaxy CLO 2003-1, Ltd.
		By: AIG Global Investment Corp.,
		Its Collateral Manager
		By:		/s/ XXXXXX X. OH
		Name: Xxxxxx X. Oh
		Title: Managing Director
		Galaxy III CLO, Ltd.
		By: AIG Global Investment Corp.,
		Its Collateral Manager
		By:		/s/ XXXXXX X. OH
		Name: Xxxxxx X. Oh
		Title: Managing Director

		Galaxy IV CLO, LTD.
		By: AIG Global Investment Corp.,
		Its Collateral Manager
		By:		/s/ XXXXXX X. OH
		Name: Xxxxxx X. Oh
		Title: Managing Director
		Galaxy V CLO LTD.
		By: AIG Global Investment Corp.,
		Its Collateral Manager
		By:		/s/ XXXXXX X. OH
		Name: Xxxxxx X. Oh
		Title: Managing Director