SIXTH SUPPLEMENTAL INDENTURE

Exhibit 4.2

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

CALUMET FINANCE CORP.

and

the Guarantors named herein

______________________________________

7.625% SENIOR NOTES DUE 2022

______________________________________

________________________

SIXTH SUPPLEMENTAL INDENTURE

AND AMENDMENT

DATED AS OF SEPTEMBER 27, 2019

TO

INDENTURE

DATED AS OF NOVEMBER 26, 2013

__________________________

WILMINGTON TRUST, NATIONAL ASSOCIATION

Trustee

__________________________

This SIXTH SUPPLEMENTAL INDENTURE AND AMENDMENT (this “Supplemental Indenture”), dated as of September 27, 2019, is entered into by and among Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “Company”), Calumet Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), each of the parties identified under the caption “Existing Guarantors” on the signature page hereto (the “Existing Guarantors”), and Calumet Mexico, LLC, a Delaware limited liability company (“Calumet Mexico”), Calumet Specialty Oils de Mexico, S. de X.X. de C.V., a non-negotiable stock limited liability corporation formed in Mexico (“Calumet Specialty Oils”), and Calumet Specialty Products Canada, ULC, a Canadian unlimited liability corporation (“Calumet Canada” and, together with Calumet Mexico and Calumet Specialty Oils, the “New Guarantors”), and Wilmington Trust, National Association, a national banking association, as Trustee. The New Guarantors and the Existing Guarantors are collectively referred to herein as the “Guarantors.” Each capitalized term used in this Supplemental Indenture and not defined herein shall have the meaning assigned to such term in the Indenture (as defined below).

RECITALS

WHEREAS, the Issuers, the guarantors named therein and the Trustee entered into an Indenture, dated as of November 26, 2013, as may be amended and supplemented from time to time (as so amended and supplemented, the “Indenture”), which governs $350,000,000 in aggregate principal amount of 7.625% Senior Notes due 2022 issued by the Issuers and outstanding as of the date hereof (the “Notes”);

WHEREAS, Section 9.01(g) of the Indenture provides that the Issuers, the Existing Guarantors and the Trustee may amend or supplement the Indenture in order to add any additional Guarantor with respect to the Notes, without the consent of the Holders of the Notes;

WHEREAS, to comply with Section 4.13 of the Indenture, the Issuers desire to cause each of the New Guarantors to become a “Guarantor” under the Indenture; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Issuers, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed.

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE 1

Section 1.01.    This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.02.    This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors and the Trustee.

ARTICLE 2

Section 2.01    From this date, in accordance with Section 4.13 of the Indenture and by executing this Supplemental Indenture, each of the New Guarantors is subject to the provisions of the Indenture as a “Guarantor” thereunder to the extent provided for in Articles 10 thereunder.

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ARTICLE 3

Section 3.01.    Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 3.02.    Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. The Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Issuers and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Supplemental Indenture and makes no representation with respect thereto. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee.

Section 3.03.    THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.04.    The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

ISSUERS:

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
By:    Calumet GP, LLC, its general partner     By:     /s/ X. Xxxx Xxxxxxx                         Name: X. Xxxx Xxxxxxx         Title:     Executive Vice President and Chief                 Financial Officer

CALUMET FINANCE CORP. By:     /s/ X. Xxxx Xxxxxxx             Name: X. Xxxx Xxxxxxx

Title:     Executive Vice President and Chief

Financial Officer

NEW GUARANTORS:

CALUMET MEXICO, LLC By:     /s/ X. Xxxx Xxxxxxx        

Name: X. Xxxx Xxxxxxx

Title:     Executive Vice President and Chief

Financial Officer

CALUMET SPECIALTY OILS de MEXICO, S. de X.X. de C.V. By:     /s/ X. Xxxx Xxxxxxx        

Name: Xxxxx Xxxx Xxxxxxx

Title:     Executive Vice-President and Chief

Financial Officer

CALUMET SPECIALTY PRODUCTS CANADA, ULC By:     /s/ X. Xxxx Xxxxxxx        

Name: X. Xxxx Xxxxxxx

Title:     Executive Vice President and Chief

Financial Officer

EXISTING GUARANTORS:

CALUMET OPERATING, LLC

CALUMET REFINING, LLC

CALUMET PRINCETON REFINING, LLC

CALUMET COTTON VALLEY REFINING, LLC

CALUMET SHREVEPORT REFINING, LLC

CALUMET SAN ANTONIO REFINING, LLC

CALUMET MONTANA REFINING, LLC

CALUMET MISSOURI, LLC

CALUMET XXXXX CITY REFINING, LLC

CALUMET XXXXXXXXX REFINING, LLC

CALUMET BRANDED PRODUCTS, LLC

BEL-RAY COMPANY, LLC

CALUMET INTERNATIONAL, INC.

KURLIN COMPANY, LLC

By:      /s/ X. Xxxx Xxxxxxx                    

    Name: X. Xxxx Xxxxxxx

Title:     Executive Vice President and Chief

Financial Officer

TRUSTEE:

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

By: /s/ Xxxx Xxxxxxxxx            

Name:    Xxxx Xxxxxxxxx

Title:    Vice President