5,699,900 COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS Underwriting AgreementUnderwriting Agreement • January 13th, 2006 • Calumet Specialty Products Partners, L.P. • Petroleum refining • New York
Goldman, Sachs & Co. Deutsche Bank Securities Inc. Raymond James & Associates, Inc. Petrie Parkman & Co., Inc. c/o Goldman, Sachs & Co., 85 Broad Street New York, New York 10004 Ladies and Gentlemen:
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. __________ COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS Common Unit Purchase AgreementCommon Unit Purchase Agreement • January 13th, 2006 • Calumet Specialty Products Partners, L.P. • Petroleum refining • New York
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 “Fehsenfeld Investors”) an aggregate of ___common units (the “Fehsenfeld 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.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTConveyance and Assumption Agreement • January 13th, 2006 • Calumet Specialty Products Partners, L.P. • Petroleum refining • Indiana
This Contribution, Conveyance and Assumption Agreement, dated as of January [ ], 2006, is entered into by and among F. WILLIAM GRUBE, an individual (“Grube”), JANET KRAMPE GRUBE, an individual (“Grube Wife”), JANET KRAMPE GRUBE GRANTOR RETAINED ANNUITY TRUST DATED JANUARY 31, 2002, an [Indiana] trust (“Grube Trust I”), JANET KRAMPE GRUBE GRANTOR RETAINED ANNUITY TRUST DATED MARCH 18, 2004, an [Indiana] trust (“Grube Trust II”), FRED M. FEHSENFELD, JR., an individual (“Fehsenfeld, Jr.”), MILDRED L. FEHSENFELD IRREVOCABLE INTERVIVOS TRUST FOR THE BENEFIT OF FRED MEHLERT FEHSENFELD, JR. AND HIS ISSUE, an [Indiana] trust (“Fehsenfeld Trust I”), MAGGIE FEHSENFELD TRUST NUMBER 106 FOR THE BENEFIT OF FRED MEHLERT FEHSENFELD, JR. AND HIS ISSUE, an [Indiana] trust (“Fehsenfeld Trust II”), CALUMET INCORPORATED, an Indiana corporation (“Calumet Inc.”), [ASPHALT MATERIALS, INC., an [Indiana] corporation (“Asphalt”),] THE HERITAGE GROUP, an Indiana general partnership (“THG”), CALUMET GP, LLC, a De
