FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.Limited Partnership Agreement • February 13th, 2006 • Calumet Specialty Products Partners, L.P. • Petroleum refining • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CALUMET SPECIALTY PRODUCTS PARTNERS, L.P., dated as of January 31, 2006, is entered into by and between Calumet GP, LLC, a Delaware limited liability company, as the General Partner, and The Heritage Group, an Indiana general partnership, Calumet, Incorporated, an Indiana corporation, F. William Grube, Fred M. Fehsenfeld, Jr., Mildred L. Fehsenfeld Irrevocable Intervivos Trust for the benefit of Fred Mehlert Fehsenfeld, Jr. and his issue, and Maggie Fehsenfeld Trust Number 106 for the benefit of Fred Mehlert Fehsenfeld, Jr. and his issue, as the Organizational Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2006 • Calumet Specialty Products Partners, L.P. • Petroleum refining • Indiana
This Employment Agreement (“Agreement”) made and entered into effective as of January 31, 2006 (the “Effective Date”) by and between Calumet GP, LLC (the “Company”), a Delaware limited liability company, and F. William Grube (the “Executive”).
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. 750,100 COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS Common Unit Purchase AgreementCommon Unit Purchase Agreement • February 13th, 2006 • Calumet Specialty Products Partners, L.P. • Petroleum refining • Indiana
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 750,100 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 5,699,900 common units (the “Underwritten Units”), to the Under
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • February 13th, 2006 • Calumet Specialty Products Partners, L.P. • Petroleum refining • Indiana
This Contribution, Conveyance and Assumption Agreement, dated as of January 31, 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.”), THE HERITAGE GROUP, an Indiana general partnership (“THG”), CALUMET GP, LLC, a Delaware limited liability company (“GP LLC”), CALUMET SPECIALTY PRODUCTS P
OMNIBUS AGREEMENT among THE HERITAGE GROUP CALUMET GP, LLC CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. CALUMET OPERATING, LLC CALUMET LP GP, LLC and CALUMET LUBRICANTS CO., LIMITED PARTNERSHIPOmnibus Agreement • February 13th, 2006 • Calumet Specialty Products Partners, L.P. • Petroleum refining
THIS OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among The Heritage Group, an Indiana general partnership (“THG”), Calumet GP, LLC, a Delaware limited liability company (the “General Partner”), Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “Partnership”), Calumet Operating, LLC, a Delaware limited liability company (the “OLLC”), Calumet LP GP, LLC, a Delaware limited liability company (“Calumet LP GP”), and Calumet Lubricants Co., Limited Partnership, an Indiana limited partnership (“Calumet LP”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. 5,699,900 COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS Underwriting AgreementUnderwriting Agreement • February 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:
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CALUMET GP, LLC, A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF January 31, 2006Limited Liability Company Agreement • February 13th, 2006 • Calumet Specialty Products Partners, L.P. • Petroleum refining • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CALUMET GP, LLC (the “Company”) is made and entered into as of January 31, 2006 (the “Effective Date”), by and among each Person listed as a member of the Company on the Schedule of Members attached hereto as Schedule A (together with such other holders of Units who may hereafter become members as provided herein, referred to collectively as the “Members,” or individually as a “Member”).
