Delaware | 5960 | 37-1516132 | ||||
Delaware | 5960 | 41-2249841 | ||||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
2780 Waterfront Pkwy E. Drive Suite 200 Indianapolis, Indiana 46214 (317) 328-5660 | R. Patrick Murray, II 2780 Waterfront Pkwy E. Drive Suite 200 Indianapolis, Indiana 46214 (317) 328-5660 | |||||
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices) | (Name, address, including zip code, and telephone number, including area code, of agent for service) |
Calumet Operating, LLC | ||
(Exact Name of Registrant As Specified In Its Charter) | ||
Delaware | 11-3767449 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Calumet LP GP, LLC | ||
(Exact Name of Registrant As Specified In Its Charter) | ||
Delaware | 11-3767452 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Calumet Lubricants Co., Limited Partnership | ||
(Exact Name of Registrant As Specified In Its Charter) | ||
Indiana | 35-1811116 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Calumet Shreveport Lubricants & Waxes, LLC | ||
(Exact Name of Registrant As Specified In Its Charter) | ||
Indiana | 20-1717754 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Calumet Shreveport Fuels, LLC | ||
(Exact Name of Registrant As Specified In Its Charter) | ||
Indiana | 20-1717710 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Calumet Sales Company Incorporated | ||
(Exact Name of Registrant As Specified In Its Charter) | ||
Delaware | 04-3833543 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Calumet Shreveport, LLC | ||
(Exact Name of Registrant As Specified In Its Charter) | ||
Indiana | 20-1717330 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Calumet Penreco, LLC | ||
(Exact Name of Registrant As Specified In Its Charter) | ||
Delaware | 26-1547648 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Calumet Superior, LLC | ||
(Exact Name of Registrant As Specified In Its Charter) | ||
Delaware | 80-0744653 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Calumet Missouri, LLC | ||
(Exact Name of Registrant As Specified In Its Charter) | ||
Delaware | 38-3858705 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Calumet Montana Refining, LLC | ||
(Exact Name of Registrant As Specified In Its Charter) | ||
Delaware | 86-1159502 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Royal Purple, LLC | ||
(Exact Name of Registrant As Specified In Its Charter) | ||
Delaware | 76-0270040 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
TruSouth Oil, LLC | ||
(Exact Name of Registrant As Specified In Its Charter) | ||
Louisiana | 20-3125542 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
S&S International Mining Enterprises, Inc. | ||
(Exact Name of Registrant As Specified In Its Charter) | ||
Arizona | 86-0595063 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Calumet RP I, LLC | ||
(Exact Name of Registrant As Specified In Its Charter) | ||
Delaware | 46-1054137 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Calumet RP II, LLC | ||
(Exact Name of Registrant As Specified In Its Charter) | ||
Delaware | 80-0852706 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Calumet RP III, LLC | ||
(Exact Name of Registrant As Specified In Its Charter) | ||
Delaware | 46-1060890 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Calumet RP IV, LLC | ||
(Exact Name of Registrant As Specified In Its Charter) | ||
Delaware | 90-0890944 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Calumet San Antonio Refining, LLC | ||
(Exact Name of Registrant As Specified In Its Charter) | ||
Delaware | 80-0879732 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Calumet North Dakota, LLC | ||
(Exact Name of Registrant As Specified In Its Charter) | ||
Delaware | 90-0935040 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
• | our general partner; |
• | any departing general partner; |
• | any person who is or was an affiliate of our general partner or any departing general partner; |
• | any person who is or was a member, partner, officer, director employee, agent or trustee of our general partner or any departing general partner or any affiliate of our general partner or any departing general partner; or |
• | any person who is or was serving at the request of our general partner or any departing general partner or any affiliate of a general partner or any departing general partner as an officer, director, employee, member, partner, agent or trustee of another person. |
• | any person who is or was an affiliate of our general partner; |
• | any person who is or was an officer, director, fiduciary or trustee of our general partner or any affiliate of our general partner; |
• | any person who is or was serving at the request of the board of directors of our general partner as an officer, director, member, partner, fiduciary or trustee of another person; or |
• | any person the board of directors of our general partner designates as an indemnitee. |
Calumet Specialty Products Partners, L.P. | |||||
By: | Calumet GP, LLC, its general partner | ||||
By: | /s/ R. PATRICK MURRAY, II, as attorney-in-fact | ||||
Name: | F. William Grube | ||||
Title: | Chief Executive Officer |
Signature | Title | |
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact F. William Grube | Chief Executive Officer, Director and Vice Chairman of the Board of Calumet GP, LLC (Principal Executive Officer) | |
/s/ R. PATRICK MURRAY, II R. Patrick Murray, II | Senior Vice President, Chief Financial Officer and Secretary of Calumet GP, LLC (Principal Accounting and Financial Officer) | |
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact Fred M. Fehsenfeld, Jr. | Chairman of the Board of Calumet GP, LLC |
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact James S. Carter | Director of Calumet GP, LLC | |
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact William S. Fehsenfeld | Director of Calumet GP, LLC | |
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact Robert E. Funk | Director of Calumet GP, LLC | |
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact Nicholas J. Rutigliano | Director of Calumet GP, LLC | |
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact George C. Morris III | Director of Calumet GP, LLC |
Calumet Finance Corp. | |||||
By: | /s/ R. PATRICK MURRAY, II, as attorney-in-fact | ||||
Name: | F. William Grube | ||||
Title: | Chief Executive Officer |
Signature | Title | |
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact F. William Grube | Chief Executive Officer and Director (Principal Executive Officer) | |
/s/ R. PATRICK MURRAY, II R. Patrick Murray, II | Senior Vice President, Chief Financial Officer, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) |
Calumet Sales Company Incorporated | |||||
By: | /s/ R. PATRICK MURRAY, II, as attorney-in-fact | ||||
Name: | F. William Grube | ||||
Title: | Chief Executive Officer |
Signature | Title | |
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact F. William Grube | Chief Executive Officer and Director (Principal Executive Officer) | |
/s/ R. PATRICK MURRAY, II R. Patrick Murray, II | Senior Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer) | |
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact Fred M. Fehsenfeld, Jr. | Director |
S&S International Mining Enterprises, Inc. | |||||
By: | /s/ R. PATRICK MURRAY, II, as attorney-in-fact | ||||
Name: | F. William Grube | ||||
Title: | Chief Executive Officer |
Signature | Title | |
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact F. William Grube | Chief Executive Officer and Director (Principal Executive Officer) | |
/s/ R. PATRICK MURRAY, II R. Patrick Murray, II | Senior Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer) |
Calumet Operating, LLC | |||||
By: | /s/ R. PATRICK MURRAY, II, as attorney-in-fact | ||||
Name: | F. William Grube | ||||
Title: | Chief Executive Officer |
Signature | Title | ||
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact F. William Grube | Chief Executive Officer | ||
(Principal Executive Officer) | |||
/s/ R. PATRICK MURRAY, II R. Patrick Murray, II | Senior Vice President, Chief Financial Officer, Secretary and Treasurer | ||
(Principal Financial Officer and Principal Accounting Officer) | |||
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact F. William Grube | Chief Executive Officer of Calumet GP, LLC, in its capacity as the general partner of Calumet Specialty Products Partners, L.P., in its capacity as the sole member of Calumet Operating, LLC | ||
Calumet LP GP, LLC | |||||
By: | /s/ R. PATRICK MURRAY, II, as attorney-in-fact | ||||
Name: | F. William Grube | ||||
Title: | Chief Executive Officer |
Signature | Title | ||
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact F. William Grube | Chief Executive Officer | ||
(Principal Executive Officer) | |||
/s/ R. PATRICK MURRAY, II R. Patrick Murray, II | Senior Vice President, Chief Financial Officer, Secretary and Treasurer | ||
(Principal Financial Officer and Principal Accounting Officer) | |||
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact F. William Grube | Chief Executive Officer of Calumet Operating, LLC, in its capacity as the sole member of Calumet LP GP, LLC | ||
Calumet Lubricants Co., Limited Partnership | |||||
By: | Calumet LP GP, LLC, its general partner | ||||
By: | /s/ R. PATRICK MURRAY, II, as attorney-in-fact | ||||
Name: | F. William Grube | ||||
Title: | Chief Executive Officer |
Signature | Title | ||
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact F. William Grube | Chief Executive Officer | ||
(Principal Executive Officer) | |||
/s/ R. PATRICK MURRAY, II R. Patrick Murray, II | Senior Vice President, Chief Financial Officer, Secretary and Treasurer | ||
(Principal Financial Officer and Principal Accounting Officer) | |||
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact F. William Grube | Chief Executive Officer of Calumet Operating, LLC, in its capacity as the sole member of Calumet LP GP, LLC | ||
Calumet Penreco, LLC | |||||
Calumet Superior, LLC | |||||
Calumet Missouri, LLC | |||||
TruSouth Oil, LLC | |||||
Calumet Montana Refining, LLC | |||||
Calumet Shreveport, LLC | |||||
Calumet North Dakota, LLC | |||||
Calumet RP I, LLC | |||||
Calumet RP II, LLC | |||||
Calumet RP III, LLC | |||||
Calumet RP IV, LLC | |||||
By: | /s/ R. PATRICK MURRAY, II, as attorney-in-fact | ||||
Name: | F. William Grube | ||||
Title: | Chief Executive Officer |
Signature | Title | ||
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact F. William Grube | Chief Executive Officer | ||
(Principal Executive Officer) | |||
/s/ R. PATRICK MURRAY, II R. Patrick Murray, II | Senior Vice President, Chief Financial Officer, Secretary and Treasurer | ||
(Principal Financial Officer and Principal Accounting Officer) | |||
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact F. William Grube | Chief Executive Officer of Calumet LP GP, LLC, in its capacity as the general partner of Calumet Lubricants Co., Limited Partnership, in its capacity as the sole member of Calumet Penreco, LLC, Calumet Superior, LLC, Calumet Missouri, LLC, TruSouth Oil, LLC, Calumet Montana Refining, LLC, Calumet Shreveport, LLC, Calumet North Dakota, LLC, Calumet RP I, LLC, Calumet RP II, LLC, Calumet RP III, LLC and Calumet RP IV, LLC | ||
Calumet Shreveport Fuels, LLC | |||||
Calumet Shreveport Lubricants & Waxes, LLC | |||||
By: | /s/ R. PATRICK MURRAY, II, as attorney-in-fact | ||||
Name: | F. William Grube | ||||
Title: | Chief Executive Officer |
Signature | Title | ||
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact F. William Grube | Chief Executive Officer | ||
(Principal Executive Officer) | |||
/s/ R. PATRICK MURRAY, II R. Patrick Murray, II | Senior Vice President, Chief Financial Officer, Secretary and Treasurer | ||
(Principal Financial Officer and Principal Accounting Officer) | |||
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact F. William Grube | Chief Executive Officer of Calumet Shreveport, LLC, in its capacity as the sole member of Calumet Shreveport Fuels, LLC and Calumet Shreveport Lubricants & Waxes, LLC | ||
Calumet San Antonio Refining, LLC | |||||
By: | /s/ R. PATRICK MURRAY, II, as attorney-in-fact | ||||
Name: | F. William Grube | ||||
Title: | Chief Executive Officer |
Signature | Title | ||
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact F. William Grube | Chief Executive Officer | ||
(Principal Executive Officer) | |||
/s/ R. PATRICK MURRAY, II R. Patrick Murray, II | Senior Vice President, Chief Financial Officer, Secretary and Treasurer | ||
(Principal Financial Officer and Principal Accounting Officer) | |||
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact F. William Grube | Chief Executive Officer of Calumet Shreveport Fuels, LLC, in its capacity as the sole member of Calumet San Antonio Refining, LLC | ||
Royal Purple, LLC | |||||
By: | /s/ R. PATRICK MURRAY, II, as attorney-in-fact | ||||
Name: | F. William Grube | ||||
Title: | Chief Executive Officer |
Signature | Title | ||
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact F. William Grube | Chief Executive Officer | ||
(Principal Executive Officer) | |||
/s/ R. PATRICK MURRAY, II R. Patrick Murray, II | Senior Vice President, Chief Financial Officer, Secretary and Treasurer | ||
(Principal Financial Officer and Principal Accounting Officer) | |||
By: /s/ R. PATRICK MURRAY, II, as attorney-in-fact F. William Grube | Chief Executive Officer of each of Calumet RP I, LLC, Calumet RP II, LLC, Calumet RP III, LLC and Calumet RP IV, LLC, in their respective capacity as the members of Royal Purple, LLC | ||
Exhibit Number | Description | |
3.1 | Certificate of Limited Partnership of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 of the Partnership’s Registration Statement on Form S-1 filed with the Commission on October 7, 2005 (File No. 333-128880)). | |
3.2 | Amended and Restated Limited Partnership Agreement of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on February 13, 2006 (File No. 000-51734)). | |
3.3 | Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on July 11, 2006 (File No. 000-51734)). | |
3.4 | Amendment No. 2 to First Amended and Restated Agreement of Limited Partnership of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on April 18, 2008 (File No. 000-51734)). | |
3.5 | Certificate of Formation of Calumet GP, LLC (incorporated by reference to Exhibit 3.3 of the Partnership’s Registration Statement on Form S-1 filed with the Commission on October 7, 2005 (File No. 333-128880)). | |
3.6 | Amended and Restated Limited Liability Company Agreement of Calumet GP, LLC (incorporated by reference to Exhibit 3.2 to the Partnership’s Current Report on Form 8-K filed with the Commission on February 13, 2006 (File No. 000-51734)). | |
3.7 | Certificate of Incorporation of Calumet Finance Corp., as amended (incorporated by reference to Exhibit 3.7 to the Partnership’s Registration Statement on Form S-4 filed with the Commission on December 16, 2011 (File No. 333-178574)). | |
3.8 | Bylaws of Calumet Finance Corp. (incorporated by reference to Exhibit 3.8 to the Partnership’s Registration Statement on Form S-4 filed with the Commission on December 16, 2011 (File No. 333-178574)). | |
3.9 | Certificate of Formation of Calumet Operating, LLC (incorporated by reference to Exhibit 3.9 to the Partnership’s Registration Statement on Form S-4 filed with the Commission on December 16, 2011 (File No. 333-178574)). | |
3.10 | Amended and Restated Limited Liability Company Agreement of Calumet Operating, LLC (incorporated by reference to Exhibit 3.10 to the Partnership’s Registration Statement on Form S-4 filed with the Commission on December 16, 2011 (File No. 333-178574)). | |
3.11 | Certificate of Incorporation of Calumet Sales Company Incorporated, as amended (incorporated by reference to Exhibit 3.11 to the Partnership’s Registration Statement on Form S-4 filed with the Commission on December 16, 2011 (File No. 333-178574)). | |
3.12 | Bylaws of Calumet Sales Company Incorporated (incorporated by reference to Exhibit 3.12 to the Partnership’s Registration Statement on Form S-4 filed with the Commission on December 16, 2011 (File No. 333-178574)). | |
3.13 | Amended and Restated Certificate of Limited Partnership of Calumet Lubricants Co., Limited Partnership (incorporated by reference to Exhibit 3.13 to the Partnership’s Registration Statement on Form S-4 filed with the Commission on December 16, 2011 (File No. 333-178574)). | |
3.14 | Amended and Restated Agreement of Limited Partnership of Calumet Lubricants Co., Limited Partnership (incorporated by reference to Exhibit 3.14 to the Partnership’s Registration Statement on Form S-4 filed with the Commission on December 16, 2011 (File No. 333-178574)). | |
3.15 | Certificate of Formation of Calumet LP GP, LLC (incorporated by reference to Exhibit 3.15 to the Partnership’s Registration Statement on Form S-4 filed with the Commission on December 16, 2011 (File No. 333-178574)). | |
3.16 | Amended and Restated Limited Liability Company Agreement of Calumet LP GP, LLC (incorporated by reference to Exhibit 3.16 to the Partnership’s Registration Statement on Form S-4 filed with the Commission on December 16, 2011 (File No. 333-178574)). |
Exhibit Number | Description | |
3.17 | Certificate of Formation of Calumet Penreco, LLC (incorporated by reference to Exhibit 3.17 to the Partnership’s Registration Statement on Form S-4 filed with the Commission on December 16, 2011 (File No. 333-178574)). | |
3.18 | Limited Liability Company Agreement of Calumet Penreco, LLC (incorporated by reference to Exhibit 3.18 to the Partnership’s Registration Statement on Form S-4 filed with the Commission on December 16, 2011 (File No. 333-178574)). | |
3.19 | Articles of Organization of Calumet Shreveport, LLC, as amended (incorporated by reference to Exhibit 3.19 to the Partnership’s Registration Statement on Form S-4 filed with the Commission on December 16, 2011 (File No. 333-178574)). | |
3.20 | Operating Agreement of Calumet Shreveport, LLC, as amended (incorporated by reference to Exhibit 3.20 to the Partnership’s Registration Statement on Form S-4 filed with the Commission on December 16, 2011 (File No. 333-178574)). | |
3.21 | Articles of Organization of Calumet Shreveport Lubricants & Waxes, LLC, as amended (incorporated by reference to Exhibit 3.21 to the Partnership’s Registration Statement on Form S-4 filed with the Commission on December 16, 2011 (File No. 333-178574)). | |
3.22 | Operating Agreement of Calumet Shreveport Lubricants & Waxes, LLC, as amended (incorporated by reference to Exhibit 3.22 to the Partnership’s Registration Statement on Form S-4 filed with the Commission on December 16, 2011 (File No. 333-178574)). | |
3.23 | Articles of Organization of Calumet Shreveport Fuels, LLC, as amended (incorporated by reference to Exhibit 3.23 to the Partnership’s Registration Statement on Form S-4 filed with the Commission on December 16, 2011 (File No. 333-178574)). | |
3.24 | Operating Agreement of Calumet Shreveport Fuels, LLC, as amended (incorporated by reference to Exhibit 3.24 to the Partnership’s Registration Statement on Form S-4 filed with the Commission on December 16, 2011 (File No. 333-178574)). | |
3.25 | Certificate of Formation of Calumet Superior, LLC (incorporated by reference to Exhibit 3.25 to the Partnership’s Registration Statement on Form S-4 filed with the Commission on December 16, 2011 (File No. 333-178574)). | |
3.26 | Amended and Restated Limited Liability Company Agreement of Calumet Superior, LLC (incorporated by reference to Exhibit 3.26 to the Partnership’s Registration Statement on Form S-4 filed with the Commission on December 16, 2011 (File No. 333-178574)). | |
3.27** | Certificate of Formation of Calumet Missouri, LLC. | |
3.28** | Limited Liability Company Agreement of Calumet Missouri, LLC. | |
3.29** | Certificate of Formation of Calumet Montana Refining, LLC. | |
3.30** | Limited Liability Company Agreement of Calumet Montana Refining, LLC. | |
3.31** | Certificate of Formation of Royal Purple, LLC. | |
3.32** | Amended and Restated Limited Liability Company Agreement of Royal Purple, LLC. | |
3.33** | Amended and Restated Articles of Organization of TruSouth Oil, LLC. | |
3.34** | Third Amended and Restated Operating Agreement of TruSouth Oil, LLC. | |
3.35** | Certificate of Formation of Calumet RP I, LLC. | |
3.36** | Limited Liability Company Agreement of Calumet RP I, LLC. | |
3.37** | Certificate of Formation of Calumet RP II, LLC. | |
3.38** | Limited Liability Company Agreement of Calumet RP II, LLC. | |
3.39** | Certificate of Formation of Calumet RP III, LLC. | |
Exhibit Number | Description | |
3.40** | Limited Liability Company Agreement of Calumet RP III, LLC. | |
3.41** | Certificate of Formation of Calumet RP IV, LLC. | |
3.42** | Limited Liability Company Agreement of Calumet RP IV, LLC. | |
3.43** | Articles of Incorporation of S&S International Mining Enterprises, Inc., as amended. | |
3.44** | Bylaws of S&S International Mining Enterprises, Inc. | |
3.45** | Certificate of Formation of Calumet San Antonio Refining, LLC. | |
3.46** | Limited Liability Company Agreement of Calumet San Antonio Refining, LLC. | |
3.47** | Certificate of Formation of Calumet North Dakota Refining, LLC. | |
3.48** | Limited Liability Company Agreement of Calumet North Dakota, LLC. | |
4.1 | Specimen Unit Certificate representing common units (incorporated by reference to Exhibit 3.7 to the Partnership’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2010 (File No. 000-51734)). | |
4.2 | Indenture, dated April 21, 2011, by and among Calumet Specialty Products Partners, L.P., Calumet Finance Corp., certain subsidiary guarantors party thereto and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee (incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K filed with the SEC on April 26, 2011 (File No. 000-51734)). | |
4.3 | Indenture, dated September 19, 2011, by and among Calumet Specialty Products Partners, L.P., Calumet Finance Corp., certain subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K filed with the SEC on September 21, 2011 (File No. 000-51734)). | |
4.4 | Indenture, dated June 29, 2012, by and among Calumet Specialty Products Partners, L.P., Calumet Finance Corp., certain subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K filed with the SEC on July 5, 2012 (File No. 000-51734)). | |
4.5 | Registration Rights Agreement, dated June 29, 2012, by and among Calumet Specialty Products Partners, L.P., Calumet Finance Corp., certain subsidiary guarantors party thereto and the initial purchasers party thereto (incorporated by reference to Exhibit 4.2 to the Partnership’s Current Report on Form 8-K filed with the SEC on July 5, 2012 (File No. 000-51734)). | |
5.1** | Opinion of Vinson & Elkins L.L.P. | |
5.2** | Opinion of Barnes & Thornburg LLP. | |
5.3** | Opinion of Fennemore Craig, P.C. | |
5.4** | Opinion of Cook, Yancey, King & Galloway | |
5.5* | Opinion of Vinson & Elkins L.L.P. | |
10.1 | LVT Unit Agreement, effective January 1, 2008, between ConocoPhillips Company and Calumet Penreco, LLC (incorporated by reference to Exhibit 10.11 to the Partnership’s Annual Report on Form 10-K filed with the Commission on March 4, 2008 (File No 000-51734)). Portions of this exhibit have been omitted pursuant to a request for confidential treatment. | |
10.2 | LVT Feedstock Purchase Agreement, effective January 1, 2008, between ConocoPhillips Company, as Seller and Calumet Penreco, LLC, as Buyer (incorporated by reference to Exhibit 10.12 to the Partnership’s Annual Report on Form 10-K filed with the Commission on March 4, 2008 (File No 000-51734)). Portions of this exhibit have been omitted pursuant to a request for confidential treatment. | |
Exhibit Number | Description | |
10.3 | HDW Diesel Sale and Purchase Agreement, effective January 1, 2008, between ConocoPhillips Company, as Seller and Calumet Penreco, LLC, as Buyer (incorporated by reference to Exhibit 10.13 to the Partnership’s Annual Report on Form 10-K filed with the Commission on March 4, 2008 (File No 000-51734)). Portions of this exhibit have been omitted pursuant to a request for confidential treatment. | |
10.4 | Amended Crude Oil Sale Contract, effective April 1, 2008, between Plains Marketing, L.P. and Calumet Shreveport Fuels, LLC (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on March 20, 2008 (File No 000-51734)). | |
10.5 | Crude Oil Supply Agreement, dated as of April 30, 2008 and effective May 1, 2008, between Calumet Lubricants Co., Limited Partnership, customer, and Legacy Resources Co., L.P., supplier (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on May 6, 2008 (File No 000-51734)). | |
10.6 | Amendment No. 1 to Crude Oil Supply Agreement, dated as of November 25, 2008 and effective October 1, 2008, between Calumet Lubricants Co., Limited Partnership, customer, and Legacy Resources Co., L.P., supplier (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on December 1, 2008 (File No 000-51734)). | |
10.7 | Amendment No. 2 to Crude Oil Supply Agreement, dated as of April 20, 2009 and effective April 1, 2009, between Calumet Lubricants Co., Limited Partnership, customer, and Legacy Resources Co., L.P., supplier (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on April 22, 2009 (File No 000-51734)). | |
10.8 | Amendment No. 3 to Crude Oil Supply Agreement, dated as of May 4, 2010 and effective April 1, 2010, between Calumet Lubricants Co., L.P., customer, and Legacy Resources Co., L.P., supplier (incorporated by reference to Exhibit 10.23 to the Partnership’s Quarterly Report on Form 10-Q filed with the Commission on May 7, 2010 (File No 000-51734). | |
10.9 | Amendment No. 4 to Crude Oil Supply Agreement, dated as of August 30, 2010 and effective September 1, 2010, between Calumet Lubricants Co., Limited Partnership., customer, and Legacy Resources Co., L.P., supplier (incorporated by reference to Exhibit 10.25 to the Partnership’s Current Report on Form 8-K filed with the Commission on September 3, 2010 (File No 000- 51734)). | |
10.10 | Amendment No. 5 to Crude Oil Supply Agreement, dated as of March 24, 2011 and effective March 1, 2011, between Calumet Lubricants Co., Limited Partnership and Legacy Resources Co., L.P. (incorporated by reference to Exhibit 10.26 to the Partnership’s Current Report on Form 8-K filed with the SEC on March 25, 2011 (File No 000-51734)). | |
10.11 | Crude Oil Supply Agreement, effective as of September 1, 2009, between Calumet Shreveport Fuels, LLC, customer, and Legacy Resources Co., L.P., supplier (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on September 4, 2009 (File No 000-51734)). | |
10.12 | Amendment No. 1 to Crude Oil Supply Agreement, dated as of September 30, 2009 and effective September 1, 2009, between Calumet Shreveport Fuels, LLC, customer, and Legacy Resources Co., L.P., supplier (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the Commission on November 6, 2009 (File No 000-51734)). | |
10.13 | Amendment No. 2 to Crude Oil Supply Agreement, dated as of December 3, 2009 and effective November 1, 2009, between Calumet Shreveport Fuels, LLC, customer, and Legacy Resources Co., L.P., supplier (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on December 3, 2009 (File No 000-51734)). | |
10.14 | Amendment No. 3 to Crude Oil Supply Agreement, dated as of May 4, 2010 and effective April 1, 2010, between Calumet Shreveport Fuels, LLC, customer, and Legacy Resources Co., L.P., supplier (incorporated by reference to Exhibit 10.22 to the Partnership’s Quarterly Report on Form 10-Q filed with the Commission on May 7, 2010 (File No 000-51734). | |
10.15 | Amendment No. 4 to Crude Oil Supply Agreement, dated as of August 30, 2010 and effective September 1, 2010, between Calumet Shreveport Fuels, LLC, customer, and Legacy Resources Co., L.P., supplier (incorporated by reference to Exhibit 10.24 to the Partnership’s Current Report on Form 8-K filed with the Commission on September 3, 2010 (File No 000-51734)). | |
Exhibit Number | Description | |
10.16 | Amendment No. 5 to Crude Oil Supply Agreement, dated as of March 24, 2011 and effective March 1, 2011, between Calumet Shreveport Fuels, LLC and Legacy Resources Co., L.P. (incorporated by reference to Exhibit 10.27 to the Partnership’s Current Report on Form 8-K filed with the SEC on March 25, 2011 (File No 000-51734)). | |
10.17 | Calumet Specialty Products Partners, L.P. Executive Deferred Compensation Plan, dated December 18, 2008 and effective January 1, 2009 (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on December 22, 2008 (File No 000-51734)). | |
10.18 | Form of Phantom Unit Grant Agreement (incorporated by reference to Exhibit 99.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on January 28, 2009 (File No 000-51734)). | |
10.19 | F. William Grube Employment Contract (incorporated by reference to Exhibit 10.3 to the Partnership’s Current Report on Form 8-K filed with the Commission on February 13, 2006 (File No. 000-51734)). | |
10.20 | Omnibus Agreement (incorporated by reference to Exhibit 10.1 of the Partnership’s Registration Current Report on Form 8-K filed with the Commission on February 13, 2006 (File No. 000-51734)). | |
10.21 | Form of Unit Option Grant (incorporated by reference to Exhibit 10.4 of the Partnership’s Registration Statement on Form S-1 filed with the Commission on November 16, 2005 (File No. 333-128880)). | |
10.22 | Amended and Restated Long-Term Incentive Plan, dated and effective January 22, 2009 (incorporated by reference to Exhibit 10.18 to the Partnership’s Annual Report on Form 10-K filed with the Commission on March 4, 2009 (File No. 000-517347)). | |
10.23 | Reaffirmation Agreement, General Release and Covenant Not to Sue, dated December 22, 2010 and effective as of December 29, 2010 between Calumet GP, LLC and Allan A. Moyes III (incorporated by reference to Exhibit 10.26 to the Partnership’s Current Report on Form 8-K filed with the Commission on January 4, 2011 (File No 000- 51734)). | |
10.24 | Amended and Restated Credit Agreement, dated as June 24, 2011, by and among Calumet Specialty Products Partners, L.P. and its subsidiaries as Borrowers, the Lenders, Bank of America, N.A., as Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Capital Finance, LLC as Joint Lead Arrangers and Joint Book Runners (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on June 30, 2011 (File No. 000-51734)). | |
10.25 | First Amendment to Amended and Restated Credit Agreement, dated December 28, 2011, by and among Calumet Specialty Products Partners, L.P. and its subsidiaries as Borrowers, the Lenders and Bank of America, N.A., as Agent (incorporated by reference to Exhibit 10.27 to the Partnership’s Annual Report on Form 10-K filed with the Commission on February 29, 2012 (File No. 000-517347)). | |
10.26 | Collateral Trust Agreement, as amended, dated as of April 21, 2011, among Calumet Lubricants Co., Limited Partnership, the guarantors party thereto, the secured hedge counterparties thereto and Bank of America, N.A. (incorporated by reference to Exhibit 10.2 to the Partnership’s Current Report on Form 10-Q filed with the SEC on August 8, 2011 (File No 000-51734)). | |
10.27 | Amendment No. 2 to Collateral Trust Agreement, effective as of September 30, 2011, by and among Calumet Lubricants Co., Limited Partnership, the guarantors party thereto, the secured hedge counterparties thereto and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the SEC on October 6, 2011 (File No. 000-51734)). | |
10.28 | Crude Oil Purchase Agreement effective as of October 1, 2011, by and between BP Products North America Inc. and Calumet Superior, LLC (incorporated by reference to Exhibit 10.27 to the Partnership’s Annual Report on Form 10-K filed with the Commission on February 29, 2012 (File No. 000-517347)). Portions of this exhibit have been omitted pursuant to a request for confidential treatment. | |
Exhibit Number | Description | |
10.29 | Amended and Restated Crude Oil Purchase Agreement, dated April 1, 2012 by and between BP Products North America Inc. and Calumet Superior, LLC (incorporated by reference to Exhibit 10.1 to the Partnership’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2012 (File No. 000-51734)). Portions of this exhibit have been omitted pursuant to a request for confidential treatment. | |
12.1** | Statement regarding computation of ratios. | |
21.1** | List of Subsidiaries of Calumet Specialty Products Partners, L.P. | |
23.1** | Consent of Ernst & Young, LLP. | |
23.2** | Consent of Briggs & Veselka Co. | |
23.3** | Consent of Deloitte LLP. | |
23.4** | Consent of KPMG LLP. | |
23.5** | Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1). | |
23.6** | Consent of Barnes & Thornburg LLP (included in Exhibit 5.2). | |
23.7** | Consent of Fennemore Craig, P.C. (included in Exhibit 5.3). | |
23.8** | Consent of Cook, Yancey, King & Galloway (included in Exhibit 5.4). | |
23.9* | Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.5). | |
24.1** | Powers of Attorney (included on the signature pages attached hereto). | |
25.1** | Statement of Eligibility on Form T-1 of Wilmington Trust, National Association. | |
* | Filed herewith. | |
** | Previously filed as an exhibit to this Registration Statement on Form S-4. |