CONVERSION AGREEMENT dated as of February 9, 2024 by and among CALUMET SPECIALTY PRODUCTS PARTNERS, L.P., CALUMET GP, LLC, CALUMET, INC., CALUMET MERGER SUB I LLC, CALUMET MERGER SUB II LLC, and THE OTHER PARTIES HERETOConversion Agreement • February 12th, 2024 • Calumet Specialty Products Partners, L.P. • Petroleum refining • Delaware
This CONVERSION AGREEMENT, dated as of February 9, 2024 (together with all schedules and exhibits hereto, this “Agreement”), is entered into by and among CALUMET SPECIALTY PRODUCTS PARTNERS, L.P., a Delaware limited partnership (“CLMT”), CALUMET, INC., a Delaware corporation and a wholly owned subsidiary of CLMT (“NewCo”), CALUMET MERGER SUB I LLC, a Delaware limited liability company and a wholly owned subsidiary of NewCo (“Merger Sub I”), CALUMET MERGER SUB II LLC, a Delaware limited liability company and a wholly owned subsidiary of NewCo (“Merger Sub II”), CALUMET GP, LLC, a Delaware limited liability company and the general partner of CLMT (the “General Partner”), and each Person set forth on Schedule A attached hereto (collectively, the “Sponsor Parties”). Each of the foregoing is sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Certain capitalized terms used in this Agreement are defined in Article I.
FIRST AMENDMENT TO PARTNERSHIP RESTRUCTURING AGREEMENTPartnership Restructuring Agreement • February 12th, 2024 • Calumet Specialty Products Partners, L.P. • Petroleum refining
This AMENDMENT TO PARTNERSHIP RESTRUCTURING AGREEMENT (this “Amendment”), by and among CALUMET SPECIALTY PRODUCTS PARTNERS, L.P., a Delaware limited partnership (“CLMT”), CALUMET GP, LLC, a Delaware limited liability company and the general partner of CLMT (the “General Partner”), and each Person set forth on Schedule A attached hereto (collectively, the “Sponsor Parties,” and together with CLMT and the General Partner, the “Parties”) is dated and effective as of February 9, 2024, and amends that certain Partnership Restructuring Agreement (the “Agreement”), dated as of November 9, 2023, by and among the Parties. Unless otherwise provided, capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Agreement.
