This CONSENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Consent”) is dated as of July 3, 2020 and is executed by and among CALUMET SPECIALTY PRODUCTS PARTNERS, L.P., a Delaware limited partnership (“MLP Parent”), the Subsidiaries of MLP Parent listed as “Borrowers” on the signature pages hereto (together with MLP Parent, collectively, “Borrowers” and each individually a “Borrower”), the Lenders party hereto and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).

A. Borrowers, Guarantors (if any), Lenders and Agent are parties to that certain Third Amended and Restated Credit Agreement dated as of February 23, 2018 (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of September 4, 2019 and as further amended or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used in this Consent not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement).

B. MLP Parent, Calumet Finance Corp., a Delaware corporation (and together with MLP Parent, the “Issuers”), certain subsidiary guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee, are parties to that certain Indenture dated as of November 26, 2013, pursuant to which the Issuers issued and sold $350.0 million aggregate principal amount of 7.625% unsecured senior notes due 2022 (the “2022 Unsecured Notes”).

C. Borrowers and Guarantors (if any) have requested that Agent and the Required Lenders consent to the Issuers’ proposed exchange of up to $200.0 million in aggregate principal amount of senior secured notes due July 2024 (the “2024 Secured Notes”), on a par for par basis, for the 2022 Unsecured Notes, pursuant to an indenture (the “2024 Secured Notes Indenture”) to be entered into by and among the Issuers, certain subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (collectively, the “Notes Exchange”).

D. In connection with the Notes Exchange, MLP Parent shall designate the 2024 Secured Notes as Parity Lien Debt (as defined in the “Collateral Trust Agreement” (as such term is defined in the Hedge Intercreditor Agreement, the “Collateral Trust Agreement”)) and shall be secured by Liens on the Hedge Agreement Collateral, subject to the terms of the Hedge Intercreditor Agreement and the Collateral Trust Agreement.

E. The Lenders party hereto and Agent desire to consent to the Notes Exchange, on the terms and conditions contained in this Consent.

NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Consent. The Lenders party hereto and Agent hereby consent to the Note Exchange, in consideration of which it is hereby agreed as follows:

2. Effectiveness; Conditions Precedent. This Consent shall only be effective upon the satisfaction on or before August 30, 2020 of each of the following conditions precedent (the date of satisfaction, the “Effective Date”):

(a) Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to Agent executed counterparts of this Consent executed by all Borrowers, all Guarantors (if any), Agent and the Required Lenders;

(b) The 2024 Secured Notes Indenture shall have been executed and delivered by all parties thereto, and an amount not to exceed $200,000,000 aggregate principal amount of the 2024 Secured Notes shall have been issued pursuant thereto, and exchanged for, an equal principal amount of 2022 Unsecured Notes;

(c) MLP Parent shall have designated the 2024 Secured Notes as Parity Lien Debt in accordance with the terms of the Collateral Trust Agreement and the Parity Lien Documents (as defined in the Collateral Trust Agreement);

(d) Agent shall have received a true, correct and complete copy of the 2024 Secured Notes Indenture, the 2024 Secured Notes and any other 2024 Secured Notes Documents;

(e) The representations and warranties in Section 3(a) and Section 3(b) shall be true and correct as of the Effective Date and Agent shall have received a certificate or certificates executed by a Senior Officer of each Borrower or MLP General Partner as of the Effective Date, in form and substance satisfactory to Agent, stating that such conditions and the conditions in the immediately preceding clause (c) are satisfied;

(f) Agent shall be reasonably satisfied that the Notes Exchange will not result in the inclusion of any Collateral as Hedge Agreement Collateral;

(g) Borrowers shall have paid to Agent, for the benefit of each Lender (including Bank of America) that consents to this Consent, a consent fee (the “Consent Fee”) in an aggregate amount equal to 0.0875% of the Commitments of each such Lender outstanding on the Effective Date, which Consent Fee Borrowers agree shall be deemed fully earned and payable on the Effective Date;

(h) Borrowers shall have paid all reasonable out-of-pocket costs and expenses of Agent (including the reasonable fees and expenses of counsel for Agent) to the extent that the Borrower has received an invoice therefor at least two Business Days prior to the Effective Date (without prejudice to any post-closing settlement of such fees, costs and expenses to the extent not so invoiced); and

(i) Agent shall have received such documentation and other information as has been reasonably requested by Agent in connection with this Consent and the transactions contemplated hereby.

Without limiting the generality of the provisions of Section 11.3 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Consent shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have received notice from such Lender prior to the Effective Date specifying its objection thereto.

3. Representations and Warranties. In order to induce Agent and Lenders to enter into this Consent, each of the Obligors represents and warrants to Agent and Lenders as follows:

(a) all representations and warranties relating to such Obligor contained in the Credit Agreement or any other Credit Document are true and correct as of the date hereof as if made again on and as of the date hereof (except to the extent that such representations and warranties were expressly limited to another specific date, in which case they are true and correct as of such specific date);

(b) both immediately prior and immediately after giving effect to this Consent, no Default or Event of Default exists;

(c) such Obligor has all requisite corporate or other organizational power and authority (as applicable) to execute and deliver this Consent;

(d) the execution, delivery and performance of this Consent and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or other organizational action, do not require the approval, consent, exemption, authorization or other action by, or notice to or filing with, any Governmental Authority or any other Person in order to be effective and enforceable, and do not and will not violate or result in any breach or contravention of any Senior Notes Indenture or other material Contractual Obligation, including the Senior Secured Notes Agreements, to which such Obligor is a party or subject, any Organization Document of such Obligor or any Applicable Law;

(e) this Consent has been duly executed and delivered on behalf of each Borrower party hereto; and

(f) this Consent constitutes a legal, valid and binding obligation of each Borrower party hereto, enforceable against it in accordance with its terms except as enforceability may be limited by applicable Insolvency Proceeding and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

4. Reaffirmation. By its execution hereof, each Obligor expressly (a) consents hereto, (b) confirms and agrees that, notwithstanding the effectiveness of this Consent, each Credit Document to which it is a party is, and the obligations of such Obligor contained in the Credit Agreement, if any, or in any other Credit Documents to which it is a party (in each case, as amended and modified by this Consent), are and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, (c) affirms that each of the Liens and security interests granted by such Obligor in or pursuant to the Credit Documents are valid and subsisting and (d) agrees that this Consent shall in no manner impair or otherwise adversely affect any of the Liens and security interests granted in or pursuant to the Credit Documents.

5. Entire Agreement. This Consent, the Credit Agreement, and the other Credit Documents (collectively, the “Relevant Documents”), set forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to any other party in relation to the subject matter hereof or thereof. None of the terms or conditions of this Consent may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 13.1 of the Credit Agreement.

6. Full Force and Effect of Credit Agreement. This Consent is a Credit Document. Except as expressly consented hereto, all terms and provisions of the Credit Agreement and all other Credit Documents remain in full force and effect and nothing contained in this Consent shall in any way impair the validity or enforceability of the Credit Agreement or the Credit Documents, or alter, waive, annul, vary, affect, or impair any provisions, conditions, or covenants contained therein or any rights, powers, or remedies granted therein.

7. Consent Fee. The Borrowers agree that the Consent Fee shall not be refundable under any circumstances, shall be paid in immediately available funds and shall not be subject to reduction by way of set-off or counterclaim.

8. Counterparts. This Consent may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of a signature page of this Consent by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of such agreement. Any electronic signature, contract formation on an electronic platform and electronic record-keeping shall have the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act.

9. Governing Law; Jurisdiction; Waiver of Jury Trial. THIS CONSENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS CONSENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Sections 13.13, 13.14 and 13.15 of the Credit Agreement are hereby incorporated herein by this reference.

10. Severability. If any provision of this Consent is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Consent and the other Credit Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with legal, valid and enforceable provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11. References. All references to the “Credit Agreement” in the Credit Documents shall mean the Credit Agreement giving effect to this Consent.

12. Successors and Assigns. This Consent shall be binding upon and inure to the benefit of Obligors, Agent and Secured Parties and their respective successors and assigns, except that (a) no Obligor shall have the right to assign its rights or delegate its obligations under any Credit Documents, and (b) any assignment by a Lender must be made in compliance with Section 12.3 of the Credit Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be made, executed and delivered by their duly authorized officers as of the day and year first above written.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page 13

THIS SUPPORT AGREEMENT (this “Agreement”), dated as of July 6, 2020, is entered into by and among each of the holders listed on the signature pages hereto (each, a “Holder” and, collectively, the “Holders”), Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “Partnership”), and Calumet Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”).

WHEREAS, the Issuers are commencing (i) an offer to exchange (the “Exchange Offer”) up to $200 million aggregate principal amount of the Issuers’ outstanding 7.625% Senior Notes due 2022 (the “2022 Notes”) issued under the Indenture, dated as of November 26, 2013 (as amended or supplemented from time to time, the “2022 Notes Indenture”), by and among the Issuers, the subsidiary guarantors identified therein and Wilmington Trust, National Association, as trustee (the “Trustee”), for up to $200 million aggregate principal amount of new first lien exchange notes due July 2024 (the “New First Lien Notes”), on the terms and subject to the conditions more fully set forth in the Offering Memorandum (as it may be amended and supplemented from time to time in a manner pursuant to the terms and subject to the conditions set forth herein, the “Offering Memorandum,” attached hereto as Exhibit A), and (ii) a solicitation of consents (the “Consents”) from holders of the Issuers’ outstanding 11.00% Senior Notes due 2025 issued under the Indenture, dated as of October 11, 2019 (as amended or supplemented from time to time, the “2025 Notes Indenture”), by and among the Issuers, the subsidiary guarantors identified therein and the Trustee, to certain amendments to the 2025 Notes Indenture (the “Consent Solicitation” and, together with the Exchange Offer and the other transactions contemplated hereby, the “Transactions”), on the terms and subject to the conditions more fully set forth in the Consent Solicitation Statement (as it may be amended and supplemented from time to time in a manner pursuant to the terms and subject to the conditions set forth herein, the “Consent Solicitation Statement,” attached hereto as Exhibit B), to be dated on or prior to the Required Launch Date (as defined below);

WHEREAS, as of the date hereof, Holders Beneficially Own (as defined below) the Subject Notes (as defined below); and

WHEREAS, in order to induce the Issuers to consummate the Transactions, each Holder has agreed to enter into this Agreement.

NOW, THEREFORE, intending to be legally bound and in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

(a) “2022 Notes” has the meaning set forth in the introductory paragraphs herein.

(b) “2022 Notes Indenture” has the meaning set forth in the introductory paragraphs herein.

(d) “Agreement” has the meaning set forth in the introductory paragraphs herein.

(e) “Beneficially Own” or “Beneficial Owner” with respect to any securities and any Person means that such Person owns such securities or such securities are owned by an investment fund over which such Person has sole investment and management authority.

(f) “Business Day” means a day other than a Saturday, Sunday or a day on which banking institutions are not required to be open in the State of New York.

(g) “Collateral Trust Agreement” means, the Amended and Restated Collateral Trust Agreement, dated as of April 20, 2016, by and among the Partnership, the other obligors from time to time party thereto, Wilmington Trust, National Association, as trustee and collateral trustee, and the other parity lien representatives from time to time party thereto.

(i) “Consents” has the meaning set forth in the introductory paragraphs herein.

(j) “Consent Solicitation” has the meaning set forth in the introductory paragraphs herein.

(k) “Consent Solicitation Statement” has the meaning set forth in the introductory paragraphs herein.

(l) “Consummation” means the successful consummation of the Exchange Offer and Consent Solicitation on or prior to the End Date, all on the terms and conditions set forth herein and in the Offering Memorandum.

(m) “Consummation Conditions” has the meaning set forth in Section 3 hereto.

(n) “Effective Date” shall mean the date that this Agreement shall become effective and that the obligations contained herein shall become binding.

(o) “End Date” means August 20, 2020, as such date may be extended pursuant to the terms hereof.

(p) “Enforceability Exceptions” has the meaning set forth in Section 4(c) hereto.

(r) “Exchange Consideration” means, as applicable, for each $1,000.00 in principal amount of 2022 Notes, if tendered at or prior to the early tender time for the Exchange Offer, $1,000.00 in principal amount of the New First Lien Notes, or if tendered after the early tender time and at or prior to the expiration time for the Exchange Offer, $950.00 in principal amount of the New First Lien Notes.

(s) “Exchange Offer” has the meaning set forth in the introductory paragraphs herein.

(v) “Governmental Authority” means any federal, state, local or foreign government, political subdivision, legislature, court, agency, department, bureau, commission or other governmental or quasi-governmental, regulatory or administrative authority, body or instrumentality, or any other Person lawfully empowered by any of the foregoing.

(w) “Holder” has the meaning set forth in the introductory paragraphs herein.

(x) “Holder Group” means each Holder, each of such Holder’s successors and assigns, and each of their respective members, partners, managers, managing members, officers, directors, employees, advisors, principals, attorneys, professionals, accountants, investment bankers, consultants, agents and other representatives or their respective affiliated entities.

(y) “Issuers” has the meaning set forth in the introductory paragraphs herein.

(z) “Material Adverse Effect” means any event, individually or in the aggregate, that (i) would reasonably be expected to have a material adverse effect on the consummation of the Transactions or (ii) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Partnership Group as a whole.

(aa) “New First Lien Notes” has the meaning set forth in the introductory paragraphs herein.

(bb) “New First Lien Notes Indenture” means the indenture governing the New First Lien Notes substantially in accordance with the “Description of Notes” included in the Offering Memorandum.

(cc) “Offering Memorandum” has the meaning set forth in the introductory paragraphs herein.

(dd) “Participant” means each Holder and each other holder of a 2022 Note or 2025 Notes that is a party now or hereafter to a contract, agreement, commitment or other obligation (written or oral) on substantially identical terms as this Agreement (each, a “Participant Agreement”).

(ee) “Partnership” has the meaning set forth in the introductory paragraphs herein.

(ff) “Partnership Group” means the General Partner, Partnership and its direct and indirect subsidiaries.

(gg) “Partnership Reports” has the meaning set forth in Section 5(g) hereto.

(hh) “Permitted Modifications” has the meaning set forth in Section 7(c) hereto.

(ii) “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or Governmental Authority.

(jj) “Prior Senior Secured Indenture” means the Indenture dated April 20, 2016, among the Issuers, Wilmington Trust, National Association, as trustee, and the guarantors party thereto.

(kk) “Proposed Amendments” has the meaning set forth in the introductory paragraphs hereto.

(ll) “Required Holders” means Holders who collectively represent at least a majority in aggregate principal amount of Subject 2022 Notes held by all Holders executing this Agreement.

(mm) “Required Launch Date” has the meaning set forth in Section 2(a) hereto.

(nn) “Securities Act” has the meaning set forth in Section 4(f) hereto.

(oo) “Subject 2022 Notes” means, with respect to each Holder party to this Agreement, (i) the 2022 Notes Beneficially Owned by such Holder as of the date of this Agreement and listed in Schedule A hereto and (ii) any additional 2022 Notes which such Holder acquires Beneficial Ownership of prior to the End Date.

(pp) “Subject 2025 Notes” means, with respect to each Holder party to this Agreement, (i) the 2025 Notes Beneficially Owned by such Holder as of the date of this Agreement and listed in Schedule A hereto and (ii) any additional 2025 Notes which such Holder acquires Beneficial Ownership of prior to the End Date.

(qq) “Subject Notes” means the Subject 2022 Notes and the Subject 2025 Notes.

(rr) “Termination Date” has the meaning set forth in Section 8(a) hereto.

(ss) “Transactions” has the meaning set forth in the introductory paragraphs herein.

(tt) “Transfer” means, in the case of a Holder, to, directly or indirectly, (i) sell, assign or transfer, (ii) pledge, encumber, create any participation or grant any proxy or option, in each case, such as would prevent, preclude, hinder or delay the ability of such Holder from fulfilling its obligations under this Agreement or (iii) enter into any agreement, commitment or other arrangement to do any of the foregoing.

(uu) “Trustee” has the meaning set forth in the introductory paragraphs herein.

(vv) “Valid Withdrawal Condition” means any amendment, modification, supplement or waiver to or other alteration is made to any of the terms and conditions of the Exchange Offer, the New First Lien Notes or the Consent Solicitation (in each case, except for Permitted Modifications (as defined below)).

2. The Exchange Offer, Consent Solicitation and Tender and Consent Agreement.

(a) The Issuers shall, no later than 11:59 p.m., New York City time, on the 5th Business Day after the Effective Date (the “Required Launch Date”), announce the Issuers’ pursuit of the Exchange Offer and Consent Solicitation and concurrently launch the Transactions on the terms set forth herein. The announcement of the Exchange Offer and Consent Solicitation shall be posted to holders of 2022 Notes and 2025 Notes, respectively, on The Depositary Trust Company’s Automated Tender Offer Program.

(b) Subject to the terms and conditions set forth herein and in the Offering Memorandum and Consent Solicitation Statement, and provided that this Agreement has not been terminated pursuant to Section 8, each Holder agrees that it will (i) accept the Exchange Offer and cause its Subject 2022 Notes to be validly tendered and deposited in accordance with the terms and conditions of the Exchange Offer, and (ii) deliver Consents in respect of its Subject 2025 Notes in the Consent Solicitation.

(c) Each Holder shall be deemed to have automatically withdrawn its acceptance of the Exchange Offer and revoked its tender of its Subject 2022 Notes and revoked its consents in respect of its Subject 2025 Notes, as applicable, without any further action by such Holder if this Agreement is terminated pursuant to Section 8.

(d) If a Valid Withdrawal Condition has occurred at any time, each Holder may, at its sole and absolute discretion by providing written notice to the Partnership, withdraw its tender of its Subject 2022 Notes or revoke its Consent with respect to its Subject 2025 Notes and then (i) elect to participate in the Exchange Offer and/or Consent Solicitation, as applicable, on such modified, amended or altered terms, (ii) elect not to participate in the Exchange Offer and/or Consent Solicitation, as applicable, or (iii) elect to participate in the Exchange Offer by tendering or delivering Consents in respect of a lesser or greater aggregate principal amount of Subject 2022 Notes and/or Subject 2025 Notes, as applicable, in each case, pursuant to the terms of this Agreement and the Offering Memorandum and/or Consent Solicitation Statement, as applicable.

The Consummation of the Transactions is subject to the satisfaction of the conditions precedent set forth herein and in the Offering Memorandum and Consent Solicitation Statement (collectively, the “Consummation Conditions”), including, among other things:

4. Representations and Warranties of each Holder. Each Holder, severally and not jointly, hereby represents and warrants to the Issuers, and acknowledges that the Issuers are relying on such representations and warranties, as follows:

(a) Such Holder, if not a natural person, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

(b) As of the date hereof, such Holder (or a fund or account managed by such Holder) Beneficially Owns (free and clear of any encumbrances or restrictions that would prevent such Holder’s compliance with its obligations hereunder) the Subject Notes set forth next to such Holder’s name under the column entitled “Principal Amount of 2022 Notes” and “Principal Amount of 2025 Notes” on Schedule A hereto.

(c) Such Holder has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. This Agreement has been duly executed and delivered by such Holder, and upon its execution and delivery by the Issuers, will constitute a legal, valid and binding obligation of such Holder, enforceable against such Holder by the other parties hereto in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors rights generally, and the availability of injunctive relief and other equitable remedies (collectively, the “Enforceability Exceptions”).

(d) No filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Agreement by such Holder and the consummation by such Holder (or any applicable fund or account managed by such Holder) of the Transactions.

(e) The execution, delivery and performance of this Agreement by such Holder, and such Holder’s compliance with the provisions hereof, do not and will not conflict with, require a consent, waiver or approval under, or result in a breach of, default or violation under (with or without due notice, lapse of time, or both), any of (A) the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents of such Holder, (B) any contract, agreement, commitment, judgment, decree, order or other obligation (written or oral) to which such Holder is a party or by which such Holder may be bound, or (C) any law, statute, order, rule or regulation applicable to such Holder, except in the case of each of clauses (B) and (C) above, as would not reasonably be expected to have a material adverse effect on the ability of such Holder to perform its obligations under this Agreement or the transactions contemplated hereby.

(f) Such Holder is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

(g) Such Holder will acquire the New First Lien Notes for its own account or for the account of another for which it acts as discretionary investment manager, advisor or sub-advisor, for investment and not with a view to the distribution thereof of any interest therein in violation of the Securities Act or applicable state securities laws.

(h) Such Holder acknowledges for the benefit of the Partnership Group (including for the benefit of any person acting on behalf of any member of the Partnership Group in connection with this Agreement and the transactions set forth herein, including, without limitation, any applicable financial or other advisor to a Partnership Group member) that it has the requisite knowledge and experience in financial and business matters so that it is capable of evaluating the merits and risks of the acquisition of the New First Lien Notes contemplated hereby and has had such opportunity as it has deemed adequate to obtain such information as is necessary to permit such Holder to evaluate the merits and risks of the acquisition of the New First Lien Notes contemplated hereby.

(i) Such Holder acknowledges that none of the Issuers nor any other member of the Partnership Group intends to register the New First Lien Notes, any offer or sale thereof, or the Exchange Offer under the Securities Act or the Exchange Act or any state securities laws.

(j) Such Holder acknowledges for the benefit of the Partnership Group (including for the benefit of any person acting on behalf of any member of the Partnership Group in connection with this Agreement and the transactions set forth herein, including, without limitation, any applicable financial or other advisor to a Partnership Group Member) that (i) such Holder has independently evaluated the risks and merits regarding the transactions contemplated by this Agreement, including with respect to the Exchange Offer and the New First Lien Notes, and wishes to enter into this Agreement and consummate the transactions contemplated hereby in accordance with its terms, (ii) no member of the Partnership Group or any other person acting on behalf of any member of the Partnership Group, including, without limitation, any financial advisor of any of the foregoing, has made or is making any representation or warranty to such Holder or any other person, whether express or implied, of any kind or character (including, without limitation, as to accuracy or completeness of any information or as to the creditworthiness of the Issuers or the New First Lien Notes or as to the transactions contemplated by this Agreement), and (iii) such Holder is not relying upon, and has not relied upon, any representation or warranty made by any person regarding the transactions contemplated by this Agreement or otherwise, except, in the case of clauses (ii) and (iii), for the representations and warranties of the Issuers contained in this Agreement.

(k) Such Holder acknowledges for the benefit of the Partnership Group (including for the benefit of any person acting on behalf of any member of the Partnership Group in connection with this Agreement and the transactions set forth herein, including, without limitation, any applicable financial or other advisor to a Partnership Group member) that it has made its own independent assessment, to its satisfaction, concerning any and all legal, regulatory, tax, credit, business and financial considerations with respect to the Partnership Group, the 2022 Notes and the New First Lien Notes in connection with its acquisition of the New First Lien Notes contemplated hereby.

5. Representations and Warranties of the Issuers. Each of the Issuers hereby represents and warrants to each Holder, and acknowledges that each Holder is relying on such representations and warranties, as follows:

(a) Such Issuer is duly organized, validly existing and in good standing under the laws of the State of Delaware and each of its subsidiaries has been duly incorporated or formed, as applicable, and is validly existing, in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable.

(b) Such Issuer has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. This Agreement has been duly executed and delivered by the Issuers, and upon its execution and delivery by Holders, will constitute a legal, valid and binding obligation of the Issuers, enforceable against the Issuers in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions.

(c) The execution, delivery and performance by the Issuers of this Agreement and the consummation of the Transactions, including commencement of the Exchange Offer by the Partnership Group and the Consummation, do not and will not conflict with, require a consent, waiver or approval under, or result in a breach of, default or violation under (with or without due notice, lapse of time, or both), any of (A) the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, or other organizational documents of such member of the Partnership Group, (B) any contract, agreement, commitment, judgment, decree, order or other obligation (written or oral) to which such member of the Partnership Group is a party or by which such member’s or any of its subsidiaries’ assets may be bound, or (C) any law, statute, order, rule or regulation applicable to such member of the Partnership Group or any of their respective assets, except in the case of each of clauses (B) and (C) above, as otherwise disclosed in the Offering Memorandum or as would not reasonably be expected to have a Material Adverse Effect.

(d) The execution, delivery and performance by the Issuers of this Agreement and the consummation of the Transactions, including commencement of the Exchange Offer by the Partnership Group and the Consummation, do not and will not require any registration or filing with, the consent or approval of, notice to, or any other action with respect to (with or without due notice, lapse of time, or both), any Governmental Authority, other than (i) Current Reports on Form 8-K filed or furnished by the Partnership with respect to the Exchange Offer and the Consent Solicitation, (ii) such as have been made or obtained and are in full force and effect, (iii) filings of Uniform Commercial Code financing statements and other registrations or filings in connection with the perfection of security interests granted pursuant to any collateral documents securing the New First Lien Notes or otherwise relating to the Transactions, (iv) as described in the Offering Memorandum and Consent Solicitation Statement and (v) such registrations, filings, consents, approvals, notices or other actions that, if not obtained or made, would not reasonably be expected to have a Material Adverse Effect.

(e) The New First Lien Notes will (A) qualify for and be issued pursuant to and in compliance with an applicable exemption from registration under the Securities Act, and (B) be issued and granted in compliance with all applicable securities laws and other applicable laws. The Exchange Offer, including the Offering Memorandum, will comply in all material respects with all applicable securities laws and other applicable laws, including all applicable rules of the Commission.

(f) The New First Lien Notes have been duly authorized by the Issuers and each other member of the Partnership Group party to the New First Lien Notes Indenture and, when issued in accordance with the provisions of the New First Lien Notes Indenture pursuant to the Exchange Offer against delivery of the 2022 Notes in accordance with the terms of this Agreement, the New First Lien Notes Indenture will constitute valid and legally binding obligations of the Issuers and each other member of the Partnership Group party thereto, enforceable in accordance with their terms, except that such enforcement may be subject to the Enforceability Exceptions.

(g) There is no action, lawsuit, arbitration, claim or proceeding pending or, to the knowledge of the Partnership, threatened, against the Partnership Group that would reasonably be expected to impede the consummation of the Transactions.

(h) The Partnership Group has filed or furnished, as applicable, all forms, filings, registrations, submissions, statements, certifications, reports and documents required to be filed or furnished by it with the Commission under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act (the SEC filings through the date hereof, including any amendments thereto, the “Partnership Reports”). As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), each of the Partnership Reports complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, and any rules and regulations promulgated thereunder applicable to the Partnership Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Partnership Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

(i) The Offering Memorandum and any amendments or supplements thereto do not and will not, as of the commencement, expiration and settlement of the Exchange Offer, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except insofar as such statement or omission was based on, and made in reliance upon, information furnished by any Holder for use therein).

(j) The Partnership’s consolidated financial statements (including, in each case, any notes thereto) contained in the Partnership Reports were prepared (i) in accordance with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of interim consolidated financial statements, where information and footnotes contained in such financial statements are not required under the rules of the SEC to be in compliance with GAAP) and (ii) in compliance, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements with the published rules and regulations of the SEC with respect thereto, and in each case such consolidated financial statements fairly presented, in all material respects, the consolidated financial position, results of operations, changes in unitholder’s equity and cash flows of the Partnership and its subsidiaries as of the respective dates thereof and for the respective periods covered thereby (subject, in the case of unaudited statements, to normal year-end adjustments).

6. Covenants of each Holder. Each Holder, severally and not jointly, covenants and agrees for the benefit of the Issuers that, prior to the Termination Date (as defined below), such Holder will not (and will cause any funds or accounts managed by such Holder, to not):

(a) transfer any of the Subject Notes held by it, in whole or in part, unless such Transfer is to (i) another Participant or (ii) any other transferee, provided that, in the case of a transfer to any other transferee other than another Participant, as a condition precedent to such transfer, such transferee agrees to execute and deliver to the Issuers, concurrently with such transfer, a joinder to this Agreement in the form attached hereto as Exhibit C or a support agreement substantially in the form of this Agreement (as determined by the Issuers in their sole discretion) with respect to such transferred Subject Notes, which support agreement the Issuers shall also execute and deliver to the transferee; provided, however, Holders shall be solely responsible for any fees and expenses, including, but not limited to, legal fees of the Issuers, associated with such Transfer of Subject Notes;

(b) except as required for purposes of validly tendering 2022 Notes or delivering the Consents with respect to 2025 Notes, grant any powers of attorney or proxies or consents in respect of any of the Subject 2022 Notes or Subject 2025 Notes, deposit any of such Subject 2022 Notes or Subject 2025 Notes into a voting trust, or enter into an agreement with respect to any of such Subject 2022 Notes or Subject 2025 Notes; or

(c) take any other action with respect to the Subject Notes (other than any action permitted by this Agreement, including a Transfer pursuant to Section 6(a) above, terminating this Agreement pursuant to Section 8 and withdrawing its acceptance of the Exchange Offer and revoking its tender of the Subject 2022 Notes or revoking its Consent with respect to its Subject 2025 Notes in accordance with this Agreement) that would in any way restrict, limit or interfere with the performance of such Holder’s obligations hereunder or the Transactions.

7. Covenants of the Partnership. The Partnership covenants and agrees for the benefit of each Holder that:

(b) it will ensure that each other Participant Agreement or any other support agreement with respect to the Transactions shall provide that no party to such Participant Agreement or such other support agreement, as applicable, may refer to a Holder or any of its affiliates in any press release or similar public announcement or communication without such Holder’s prior written consent.

(c) it will ensure that no modifications are made to the terms of the Exchange Offer (including the terms of the New First Lien Notes) or the Consent Solicitation except, in each case, modifications that (i) are procedural, technical or conforming in nature or relate to the timeline of the Exchange Offer or Consent Solicitation (for the avoidance of doubt, with respect to the timeline, not including any extension the End Date) or (ii) to which the Required Holders as provided in Section 9 hereof have consented to in writing; provided, however, that such prior written approvals shall not be required with respect to any amendment or supplement of the Offering Memorandum or Consent Solicitation Statement relating solely to the Partnership’s business, financial information or the markets it serves made pursuant to Section 7(d) so long as the Required Holders under this Agreement shall have been given two Business Days to review and approve the proposed amendment or supplement (and such modifications not prohibited by this Section 7(c), the “Permitted Modifications”).

(d) if at any time prior to the completion of the Transactions (i) any event shall occur or condition shall exist as a result of which the Offering Memorandum or Consent Solicitation Statement as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Offering Memorandum or Consent Solicitation Statement is delivered, not misleading, including any necessary updates to business or financial information presented in the Offering Memorandum or Consent Solicitation Statement or (ii) it is necessary to amend or supplement the Offering Memorandum or Consent Solicitation Statement to comply with applicable law, as promptly as reasonably practicable upon learning thereof, it will notify the Holders thereof and forthwith prepare and, subject to clause (i) of this Section 7(d), furnish to the Holders such amendments or supplements to the Offering Memorandum or Consent Solicitation Statement as may be necessary so that the statements in the Offering Memorandum or Consent Solicitation Statement as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum or Consent Solicitation Statement is delivered, be misleading or so that the Offering Memorandum or Consent Solicitation Statement will comply with applicable law.

(e) it will, on or prior to the Consummation of the Exchange Offer enter into the New First Lien Notes Indenture substantially and in all material respects in accordance with the “Description of Notes” included in the Offering Memorandum.

(a) This Agreement shall be terminated automatically at any time prior to the Consummation as follows (the date on which this Agreement is terminated pursuant to this Section 8(a), the “Termination Date”):

(1) if the Issuers withdraw or terminate the Exchange Offer or Consent Solicitation;

(b) This Agreement may be terminated at any time prior to the Consummation as follows:

(c) In the event of any termination of this Agreement as provided in Section 8(a), this Agreement shall immediately become void and of no further force or effect (and, for the avoidance of doubt, each Holder shall be able to withdraw its Subject 2022 Notes from the Exchange Offer and revoke Consents with respect to its Subject 2025 Notes from the Consent Solicitation as provided in Section 2(c)) and there shall be no liability pursuant to this Agreement on the part of any party hereto, such party’s successors and assigns, and each of their respective members, partners, managers, managing members, officers, directors, employees, advisors, principals, attorneys, professionals, accountants, investment bankers, consultants, agents and other representatives or their respective affiliated entities following such termination; provided, however, that Sections 8 through 25 shall survive the termination of this Agreement under Section 8(a) or Section 8(b) in accordance with their terms.

(a) Any provision of this Agreement, including the Exhibits attached hereto (which include the terms of the Exchange Offer and Consent Solicitation embodied in this Agreement, the Offering Memorandum and the Consent Solicitation Statement), may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by the Required Holders unless otherwise set forth in Section 9(b), or, in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. To the maximum extent permitted by law, (i) no waiver that may be given by a party shall be applicable except in the specific instance for which it was given and (ii) no notice to or demand on one party shall be deemed to be a waiver of any obligation of such party or the right of the party giving such notice or demand to take further action without notice or demand.

(b) Notwithstanding Section 9(a), none of the following amendments, modifications or waivers shall be enforceable against any Holders party to this Agreement without the prior written consent of such Holder, and any such non-consenting Holder shall have the right to terminate this Agreement with respect to itself upon the effectiveness of such amendments, modifications or waivers:

(ii) change the stated maturity of the principal of, the payment date of any installment of principal or interest on, the interest rate or cash or payment in kind payment amount of the New First Lien Notes;

(iii) reduce the principal amount of, or any interest on, the New First Lien Notes;

(iv) change the place or currency of payment of principal of, or any interest on, the New First Lien Notes;

(v) modify the ranking of the New First Lien Notes in security or in right of payment;

(vii) reduce the consent fee payable upon the delivery of Consents in the Consent Solicitation;

(viii) reduce the percentage in aggregate principal amount of 2022 Notes or 2025 Notes whose lenders must consent to a modification to or amendment of any provision of the Exchange Offer documentation or Consent Solicitation documentation, respectively; and

(x) amend or modify this Agreement in any way that would result in the modification of this Section 9.

10. No Admissions and Reservation of Rights. Nothing herein shall be deemed an admission of any kind. The parties hereto acknowledge and agree that this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding, other than a proceeding to enforce the terms of this Agreement. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict any rights, remedies and interests of the parties. Without limiting the foregoing sentence in any way, if the Transactions are not consummated, or if this Agreement is terminated for any reason, each of the parties fully reserves any and all of its rights, remedies, and interests.

11. Notices. All notices, requests, demands, claims and other communications hereunder shall be in writing and be (a) transmitted by hand delivery, (b) mailed by first class, registered or certified mail postage prepaid, (c) transmitted by overnight courier, or (d) transmitted by facsimile, or by .pdf or other electronic means, and in each case to the address set forth below:

Calumet Specialty Products Partners, L.P.
2780 Waterfront Pkwy E. Drive, Suite 200
Indianapolis, Indiana 46214
Attn: Greg Morical
Email: greg.morical@calumetspecialty.com

Kirkland & Ellis LLP
609 Main Street, Suite 4700
Houston, Texas 77007
Attn: Matthew R. Pacey, P.C.
Email: matt.pacey@kirkland.com

At the address set forth on Schedule A hereto opposite such Holder’s name under the column entitled “Notice Address.”

12. Assignment. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties hereto and any assignment or attempted assignment in violation of this Section 11 shall be null and void ab initio. Subject to the foregoing, all of the terms and provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

13. Entire Agreement. This Agreement and the Exhibits, documents, instruments and other agreements specifically referred to herein or delivered pursuant hereto set forth the entire understanding of the parties hereto with respect to the subject matter hereof. Any and all previous agreements and understandings between or among the parties hereto regarding the subject matter hereof, whether written or oral, are superseded by this Agreement.

14. Severability; Enforcement. Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

15. Specific Performance; Injunctive Relief. Each of the signatories hereto acknowledges that the covenants and agreements contained in this Agreement are an integral part of the Exchange Offer, and that monetary damages would be an inadequate remedy for any breach by such signatory of the provisions of this Agreement. Accordingly, each Holder agrees that the Issuers, and the Issuers agree that each Holder, shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to the Issuers at law or in equity to enforce this Agreement.

16. Further Assurances. Subject to the terms and conditions of this Agreement, each party hereto shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary to fulfill such party’s obligations under this Agreement.

17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by facsimile or .pdf shall be as effective as delivery of a manually executed counterpart.

18. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without reference to conflicts of laws rules or principles that would require the application of the law of any other jurisdiction.

19. Jurisdiction. By its delivery of this Agreement, each of the signatories to this Agreement irrevocably and unconditionally agrees, in connection with any legal action, suit or proceeding with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, it shall submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and appellate courts from any thereof and agrees to venue in such courts. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

20. Consent to Service of Process. Each of the signatories to this Agreement irrevocably consents to service of process by mail at the address set forth in Section 10 above. Each of the signatories to this Agreement agrees that its submission to jurisdiction and consent to service of process by mail is made for the express benefit of each of the other signatories to this Agreement.

21. No Third-Party Beneficiaries; Affiliated Parties. Except as set forth in Section 21, this Agreement shall be solely for the benefit of the signatories to this Agreement, and no other Person or entity shall be a third-party beneficiary hereof.

22. Fiduciary Duties. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall create any additional fiduciary duties or obligations on the part of any member of the Partnership Group, any Holder, or any of their respective members, partners, managers, managing members, officers, directors, employees, advisors, principals, attorneys, professionals, accountants, investment bankers, consultants, agents and other representatives or their respective affiliated entities, in each case, in such Person’s capacity as a member, partner, manager, managing member, officer, director, employee, advisor, principal, attorney, professional, accountant, investment banker, consultant, agent or other representative of such member of the Partnership Group, such Holder or any of their affiliated entities, respectively, that such Persons did not have prior to the execution of this Agreement. No Holder has nor shall it have any fiduciary duties or obligations to any other holder of 2022 Notes, any member of the Partnership Group, or any of their respective creditors, equity holders, or other stakeholders.

23. Interpretive Provisions; Construction. Time is of the essence in the performance of the obligations of each of the parties hereto contained herein. The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. The parties hereto confirm that they and their respective counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the parties hereto, and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

24. Several Obligations. Each Holder’s obligations under this Agreement shall be several and not joint. This Agreement shall be interpreted as if each Holder had entered into a separate agreement with the Issuers. No Holder shall be liable for the obligations or liabilities of any other Holder that is party to this Agreement.

25. Indemnification. Whether or not the Transactions are consummated or this Agreement is terminated, the Issuers (in such capacity, the “Indemnifying Party”) will indemnify and hold harmless each of the Holders and its investment adviser, their respective affiliates and their respective officers, directors, employees, agents and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with any claim, challenge, litigation, investigation or proceeding with respect to this Agreement, the Transactions, or the transactions contemplated hereby and thereby, and to reimburse such Indemnified Persons for any reasonable legal or other reasonable out-of-pocket expenses as they are incurred in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent (i) that they are finally judicially determined to have resulted from bad faith, gross negligence or willful misconduct on the part of such Indemnified Person or (ii) they have resulted from a material breach of the obligations of such Indemnified Person under this Agreement, the Transactions or the transactions contemplated hereby or thereby. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of this Agreement, the Transactions, or the transactions contemplated hereby and thereby, except as to any Indemnified Person to the extent (i) that any losses, claims, damages, liability or expenses incurred by the Issuers are finally judicially determined to have resulted from bad faith, gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or (ii) they have resulted from a material breach of the obligations of such Indemnified Person under this Agreement, the Transactions, or the transactions contemplated hereby or thereby; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the foregoing. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 25 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Person.

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

Reference is made to that Support Agreement, dated as of 6, 2020 (as it may be amended in accordance with its terms, the “Support Agreement”), Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “Partnership”), Calumet Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), and each Holder (as defined therein), regarding (i) an offer to exchange (the “Exchange Offer”) up to $200 million aggregate principal amount of the Issuers’ outstanding 7.625% Senior Notes due 2022 (the “2022 Notes”) issued under the Indenture, dated as of November 26, 2013 (as amended or supplemented from time to time, the “2022 Notes Indenture”), by and among the Issuers, the subsidiary guarantors identified therein and Wilmington Trust, National Association (the “Trustee”), for $200 million aggregate principal amount of new first lien exchange notes due July 2024 (the “New First Lien Notes”), and (ii) a solicitation of consents (the “Consents”) from holders of the Issuers’ outstanding 11.00% Senior Notes due 2025 issued under the Indenture, dated as of October 11, 2019 (as amended or supplemented from time to time, the “2025 Notes Indenture”), by and among the Issuers, the subsidiary guarantors identified therein and the Trustee, to certain proposed amendments to the 2025 Notes Indenture (the “Consent Solicitation” and, together with the Exchange Offer and the other transactions contemplated hereby, the “Transactions”), in each case, on the terms and subject to the conditions more fully set forth in the Offering Memorandum. Capitalized terms used and not defined herein shall have the meanings ascribed thereto in the Support Agreement.

The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Support Agreement, agrees to be bound by the terms and conditions of the Support Agreement and shall be deemed a “Holder” under the terms of the Support Agreement, subject to the obligations of a Holder thereunder, including without limitation the undertaking to tender all of its Subject 2022 Notes in the Exchange Offer and to deliver Consents with respect to all of its Subject 2025 Notes in the Consent Solicitation.

IN WITNESS WHEREOF, the undersigned has executed this Joinder as of the date first set forth above.

Phone: 317-328-5660 Fax: 317-328-5668 Sales: 1-800-437-3188 www.calumetspecialty.com

Investor/Media Inquiry Contact: Alpha IR Group, Chris Hodges or Joe Caminiti

The Partnership maintains sufficient liquidity through the COVID-19 pandemic, driven by positive cash flow from operating activities in the quarter

INDIANAPOLIS — (PR NEWSWIRE) — July 6, 2020 — Calumet Specialty Products Partners, L.P. (NASDAQ: CLMT) (the “Partnership,” “Calumet,” the “we,” “our” or “us”), a leading independent producer of specialty hydrocarbon and fuels products, today provides updated information related to the Partnership’s current liquidity position and select unaudited second quarter operating results, in an effort to provide increased transparency through the ongoing COVID-19 pandemic.

“Despite the economic disruption of the second quarter, our focus on aggressively managing what we can control allowed us to generate positive free cash flow and maintain sufficient liquidity to fund our business,” said Steve Mawer, Chief Executive Officer of Calumet. “This is a tribute to our team and their determination to execute well and remain focused despite the personal challenges and uncertainties of the pandemic. We intend to continue to manage our business to generate positive cash flow from operations for the rest of the year through a continued focus on execution, managing both costs and working capital. Additionally, we are encouraged by the gradual improvement in demand that we observed later in the most recent quarter, and as we look forward, we maintain our cautious expectations that we will continue to see demand accelerate in the third quarter.”

Calumet Specialty Products Partners, L.P. (NASDAQ: CLMT) is a master limited partnership and a leading independent producer of high-quality, specialty hydrocarbon products in North America. Calumet processes crude oil and other feedstocks into customized lubricating oils, solvents and waxes used in consumer, industrial and automotive products; produces fuel products including gasoline, diesel and jet fuel. Calumet is based in Indianapolis, Indiana, and operates ten manufacturing facilities located in northwest Louisiana, northern Montana, western Pennsylvania, Texas, New Jersey and eastern Missouri.

The preliminary expected forward-looking incremental Adjusted EBITDA contained in this press release is provided only on a non-GAAP basis due to the inherent difficulty of calculating items that would be included in Net income (loss) on a GAAP basis. As a result, reconciliation of forward-looking incremental Adjusted EBITDA to GAAP Net income (loss) is not available without unreasonable effort. These amounts that would require unreasonable effort to quantify could be significant, such that the amount of projected GAAP net income would vary substantially from the amount of projected incremental Adjusted EBITDA, and Calumet is unable to address the probable significance of information that is currently unavailable. It is expected that incremental Adjusted EBITDA, when reported, will reflect the exclusion of, among other things, interest expense, depreciation and amortization, and income taxes.

Certain statements and information in this press release may constitute “forward-looking statements.” The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. The statements discussed in this press release that are not purely historical data are forward-looking statements, including, but not limited to, the statements regarding (i) our expectation regarding our capital budget guidance, business outlook and transformation efforts, (ii) our expectation regarding expense reduction plans and (iii) statements regarding future Adjusted EBITDA contributions attributable to Phase II of our multi-year Self-Help program. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future operating results are based on our forecasts for our existing operations and do not include the potential impact of any future acquisitions or dispositions. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause our actual results to differ materially from our historical experience and our present expectations or projections. Known material factors that could cause actual results to differ materially from those in the forward-looking statements include: various risks and uncertainties associated with the extraordinary market environment and impacts resulting from the COVID-19 pandemic and the actions of foreign oil producers (most notably Saudi Arabia and Russia) to increase crude oil production, including the (i) continuation of a swift and material decline in the demand for fuels and other refined products over an uncertain period of time, (ii) uncertainty regarding the length of time it will take for the United States and the rest of the world to slow the spread of the COVID-19 virus to the point where applicable authorities are comfortable easing current restrictions on various commercial and economic activities (such restrictions are designed to protect public health but also have the effect of significantly reducing demand for fuels and other refined products), (iii) uncertainty regarding the timing, pace and extent of an economic recovery in the United States and elsewhere, which in turn will likely affect demand for specialty hydrocarbon products, fuels and other refined products and therefore the demand for our products, (iv) the refusal or inability of our customers or counterparties to perform their obligations under their contracts with us (including commercial contracts and other agreements), whether justified or not and whether due to financial constraints (reduced creditworthiness, liquidity issues or insolvency), market constraints, legal constraints (including governmental orders or guidance), the exercise of contractual or common law rights that allegedly excuse their performance (such as force majeure or similar claims) or other factors and (v) our inability to perform our obligations under our contracts, whether due to non-performance by third parties, including our customers or counterparties, market constraints, third-party constraints, legal constraints (including governmental orders or guidance), or other factors; our ability to produce specialty products and fuel products that meet our customers’ unique and precise specifications; the impact of fluctuations and rapid increases or decreases in crude oil and crack spread prices, including the resulting impact on our liquidity; the results of our hedging and other risk management activities; our ability to comply with financial covenants contained in our debt instruments; the availability of, and our ability to consummate, acquisition or combination opportunities and the impact of any completed acquisitions; labor relations; impact of possible divestitures of assets or business; our access to capital, including debt and equity markets, to fund expansions, acquisitions and our working capital needs and our ability to obtain debt or equity financing on satisfactory terms; successful integration and future performance of acquired assets, businesses or third-party product supply and processing relationships; our ability to timely and effectively integrate the operations of acquired businesses or assets, particularly those in new geographic areas or in new lines of business; environmental liabilities or events that are not covered by an indemnity, insurance or existing reserves; maintenance of our credit ratings and ability to receive open credit lines from our suppliers; demand for various grades of crude oil and resulting changes in pricing conditions; fluctuations in refinery capacity; our ability to access sufficient crude oil supply through long-term or month-to-month evergreen contracts and on the spot market; the effects of competition; continued creditworthiness of, and performance by, counterparties; the impact of current and future laws, rulings and governmental regulations, including guidance related to the Dodd-Frank Wall Street Reform and Consumer Protection Act; the costs of complying with the Renewable Fuel Standard, including the prices paid for RINs; shortages or cost increases of power supplies, natural gas, materials or labor; hurricane or other weather interference with business operations; accidents or other unscheduled shutdowns; and general economic, market or business conditions.

For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the Securities and Exchange Commission, including our latest Annual Report on Form 10-K.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

For further information: Investor/Media Inquiry Contact: Alpha IR Group, Joe Caminiti or Chris Hodges, Phone: 312-445-2870, CLMT@alpha-ir.com

Calumet Specialty Products Partners, L.P. Enters into Support Agreement and Announces Commencement
of Exchange Offer for up to $200 Million of Outstanding 7.625% Senior Notes due 2022 and Consent
Solicitation for Outstanding 11.00% Senior Notes due 2025

INDIANAPOLIS, July 6, 2020 /PRNewswire/ — Calumet Specialty Products Partners, L.P. (“Calumet” or the “Company”) (NASDAQ: CLMT) and Calumet Finance Corp. (“Finance Corp.” and, together with the Company, the “Issuers”) today announced that, with the support of the holders of a majority of their 7.625% Senior Notes due 2022 (the “2022 Notes”) and 2025 Notes (as defined below), they have commenced a private exchange offer (the “Exchange Offer”) to each Eligible Holder (as defined below) of their 2022 Notes to exchange up to $200 million aggregate principal amount of 2022 Notes for up to $200 million aggregate principal amount (the “Maximum Exchange Amount”) of newly issued 9.25% Senior Secured First Lien Notes due 2024 (the “New Notes”), upon the terms and subject to the conditions set forth in the confidential offering memorandum, dated July 6, 2020 (the “Offering Memorandum”).

The Issuers have entered into a Support Agreement, dated July 6, 2020 (the “Support Agreement”) with holders (the “Supporting Holders”) of approximately 55.9% of the aggregate principal amount of outstanding 2022 Notes and 65.8% of the aggregate principal amount of outstanding 2025 Notes. Pursuant to the Support Agreement, the Supporting Holders have agreed to (i) validly tender their 2022 Notes in the Exchange Offer, (ii) deliver their Consents (as defined below) in connection with the Consent Solicitation (as defined below), (iii) not to withdraw or revoke any 2022 Notes tendered and any Consents delivered in the Exchange Offer and the Consent Solicitation, respectively, and (iv) cooperate with and support the Issuers’ efforts to consummate the Exchange Offer and Consent Solicitation.

The following table sets forth the consideration to be offered to Eligible Holders of the 2022 Notes in the Exchange Offer:

(1) Total principal amount of New Notes for each $1,000 principal amount of 2022 Notes tendered and accepted for exchange.

The Issuers will accept 2022 Notes tendered by Eligible Holders (and not validly withdrawn) up to the Maximum Exchange Amount. To the extent 2022 Notes validly tendered (and not validly withdrawn) exceed the Maximum Exchange Amount, the Issuers will accept 2022 Notes on a prorated basis. 2022 Notes validly tendered (and not validly withdrawn) prior to the Early Tender Time (as defined below) will have no priority in acceptance over 2022 Notes validly tendered (and not validly withdrawn) after the Early Tender Time.

Subject to the tender acceptance and proration procedures described in the Offering Memorandum promptly after the Expiration Time (such date, the “Settlement Date”), (i) Eligible Holders tendering their 2022 Notes at or prior to 5:00 p.m., New York City time, on July 17, 2020, unless extended (such time and date as it may be extended, the “Early Tender Time”) will be eligible to receive $1,000 principal amount of New Notes for each $1,000 principal amount of 2022 Notes tendered for exchange (the “Early Exchange Consideration”) and (ii) Eligible Holders tendering their 2022 Notes after the Early Tender Time and at or prior to 11:59 p.m., New York City time, on July 31, 2020, unless extended (such time and date as it may be extended, the “Expiration Time”), will be eligible to receive $950 principal amount of New Notes for each $1,000 principal amount of 2022 Notes accepted for exchange (the “Base Exchange Consideration”), in each case, plus accrued and unpaid interest on the 2022 Notes accepted for exchange to, but not including, the Settlement Date. The Issuers currently expect the Settlement Date to be August 5, 2020.

In connection with the Exchange Offer, the Issuers have commenced a consent solicitation (the “Consent Solicitation”) to solicit consents (“Consents”) from holders of their outstanding 11.00% Senior Notes due 2025 (the “2025 Notes”) to certain proposed amendments (the “Proposed Amendments”) to the indenture governing the 2025 Notes (the “2025 Notes Indenture”), to allow for the Issuers to consummate the Exchange Offer, upon the terms and subject to the conditions set forth in the confidential consent solicitation statement, dated July 6, 2020 (the “Consent Solicitation Statement”).

The Issuers must receive Consents from holders representing at least a majority of the outstanding principal amount of 2025 Notes to adopt the Proposed Amendments with respect to the 2025 Notes Indenture (the “Requisite Consents”). Upon receipt of the Requisite Consents to the Proposed Amendments, holders of the 2025 Notes who validly deliver (and do not validly revoke) Consents at or prior to 11:59 p.m., New York City time, on July 31, 2020, unless extended (each such holder, a “Consenting Holder”), will receive cash consideration equal to $2.50 per $1,000 in principal amount of 2025 Notes for which such Consenting Holders validly deliver (and do not validly revoke) a Consent. The payment of the Consent Fee is subject to the terms and conditions of the Consent Solicitation.

If the Issuers receive the Requisite Consents, the Proposed Amendments will be effected by a supplemental indenture to the 2025 Notes Indenture.

Following consummation of the Exchange Offer and the Consent Solicitation, the 2022 Notes held by holders whose 2022 Notes are not accepted for exchange in the Exchange Offer will rank effectively junior to the New Notes to the extent of the value of the collateral securing the New Notes. The 2025 Notes will remain outstanding and will continue to bear interest as provided in the 2025 Notes Indenture.

The Exchange Offer and the Consent Solicitation may be terminated, withdrawn, amended or extended at any time and for any reason. The Exchange Offer is not conditioned upon any minimum amount of 2022 Notes tendered or the receipt of the Requisite Consents to the Proposed Amendments.

Tenders of 2022 Notes in the Exchange Offer may be validly withdrawn, and delivery of Consents in the Consent Solicitation may be validly revoked, at any time prior to 5:00 p.m., New York City time, on July 17, 2020, unless extended (as it may be extended, the “Withdrawal Deadline”). 2022 Notes (including 2022 Notes tendered after the Withdrawal Deadline) may not be withdrawn from the Exchange Offer, and Consents delivered in respect of 2025 Notes (including Consents delivered after the Withdrawal Deadline) may not be revoked from the Consent Solicitation, after the Withdrawal Deadline, subject to applicable law.

The Exchange Offer will only be made, and the New Notes are only being offered and issued, to holders of 2022 Notes who are (a) reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (b) not “U.S. persons” as defined in Rule 902 under the Securities Act and are in compliance with Regulation S under the Securities Act (any such holder, an “Eligible Holder”). Only Eligible Holders who have completed and returned an eligibility letter are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offer. Eligible Holders of the 2022 Notes who desire to obtain and complete an eligibility letter should contact the information agent and exchange agent, D.F. King & Co. Inc., at (800) 515-4479 (toll-free) or (212) 269-5550 (for banks and brokers), email calumet@dfking.com or at the website www.dfking.com/calumet.

Eligible Holders of the 2022 Notes and 2025 Notes are urged to carefully read the Offering Memorandum and the Consent Solicitation Statement, respectively, before making any decision with respect to the Exchange Offer or the Consent Solicitation, respectively. None of the Issuers, the dealer manager, the trustee with respect to the 2022 Notes, the 2025 Notes and the New Notes, the information and exchange agent, and information agent and tabulation agent or any affiliate of any of them makes any recommendation as to whether Eligible Holders of the 2022 Notes should exchange their 2022 Notes for New Notes in the Exchange Offer or whether holders of 2025 Notes should deliver Consents in the Consent Solicitation, and no one has been authorized by any of them to make such a recommendation. Eligible Holders must make their own decision as to whether to tender 2022 Notes and, if so, the principal amount of 2022 Notes to tender.

Questions regarding the Consent Solicitation Statement or the Consent Solicitation may be directed to D.F. King & Co. Inc. by phone at (800) 515-4479 (toll free) or (212) 269-5550 (collect) or by e-mail at calumet@dfking.com. Requests for copies of the Offering Memorandum and Consent Solicitation Statement may be directed to D.F. King & Co. Inc. at (800) 515-4479 (toll free) or by email to calumet@dfking.com.

The New Notes and the Exchange Offer have not been and will not be registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, or any state or foreign securities laws. The New Notes may not be offered or sold in the United States or for the account or benefit of any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offer is not being made to Eligible Holders of 2022 Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase or sell any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Certain statements and information in this press release may constitute “forward-looking statements.” The statements discussed in this press release that are not purely historical data are forward-looking statements, including, but not limited to, the statements regarding (i) the timing of the Exchange Offer and the Consent Solicitation and the expected participation by certain holders of 2022 Notes and 2025 Notes, (ii) the effect, impact, potential duration or other implications of the ongoing novel coronavirus pandemic and global crude oil production levels on our business and operations, (iii) our expectation regarding our business outlook and cash flows, (iv) our expectation regarding anticipated capital expenditures and strategic initiatives, and (v) our ability to meet our financial commitments, debt service obligations, contingencies and anticipated capital expenditures. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause our actual results to differ materially from our historical experience and our present expectations. For additional information regarding known material risks, uncertainties and other factors that can affect future results, please see our filings with the SEC, including our latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

Investor/Media Inquiry Contact
Alpha IR Group
Chris Hodges or Joe Caminiti
Phone: 312-445-2970
CLMT@alpha-ir.com

Set forth below is information regarding Calumet Specialty Products Partners, L.P. (the “Company” or “we”).

During the first quarter of 2020, the Company’s chief operating decision makers changed the definition and calculation of Adjusted EBITDA (a non-GAAP financial measure). The revised definition and calculation of Adjusted EBITDA now includes lower of cost or market (“LCM”) inventory adjustments and last-in, first-out (“LIFO”) adjustments (see items (g) and (h) in the paragraph below), which were previously excluded. The Company believes this revised definition and calculation better reflects the performance of the Company’s business segments including cash flows.

The Company evaluates performance based upon Adjusted EBITDA. The Company defines Adjusted EBITDA for any period as EBITDA adjusted for (a) impairment; (b) unrealized gains and losses from mark to market accounting for hedging activities; (c) realized gains and losses under derivative instruments excluded from the determination of net income (loss); (d) non-cash equity-based compensation expense and other non-cash items (excluding items such as accruals of cash expenses in a future period or amortization of a prepaid cash expense) that were deducted in computing net income (loss); (e) debt refinancing fees, premiums and penalties; (f) any net loss realized in connection with an asset sale that was deducted in computing net income (loss); (g) LCM inventory adjustments; (h) the impact of liquidation of inventory layers calculated using the LIFO method; and (i) all extraordinary, unusual or non-recurring items of gain or loss, or revenue or expense.

The table below sets forth Adjusted EBITDA and gross profit by segment as reported and as adjusted in accordance with the changed definition and calculation of Adjusted EBITDA described above.

The following table presents a reconciliation of Net loss to EBITDA, Adjusted EBITDA and Distributable Cash Flow, for each of the periods indicated, as reported and as adjusted per our change of the definition of Adjusted EBITDA.

We include in this Exhibit the non-GAAP financial measures EBITDA, Adjusted EBITDA and Distributable Cash Flow. We provide reconciliations of EBITDA, Adjusted EBITDA and Distributable Cash Flow to Net loss, our most directly comparable financial performance measure. Net loss is calculated and presented in accordance with GAAP.

EBITDA, Adjusted EBITDA and Distributable Cash Flow are used as supplemental financial measures by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others, to assess:

Management believes that these non-GAAP measures are useful to analysts and investors as they exclude transactions not related to our core cash operating activities and provide metrics to analyze our ability to pay interest costs and distributions. However, the indentures governing our senior notes contain covenants that, among other things, restrict our ability to pay distributions. We believe that excluding these transactions allows investors to meaningfully analyze trends and performance of our core cash operations.

We define EBITDA for any period as net income (loss) plus interest expense (including debt issuance costs), income taxes and depreciation and amortization.

We define Adjusted EBITDA for any period as EBITDA adjusted for: (a) impairment; (b) unrealized gains and losses from mark to market accounting for hedging activities; (c) realized gains and losses under derivative instruments excluded from the determination of net income (loss); (d) non-cash equity-based compensation expense and other non-cash items (excluding items such as accruals of cash expenses in a future period or amortization of a prepaid cash expense) that were deducted in computing net income (loss); (e) debt refinancing fees, premiums and penalties; (f) any net loss realized in connection with an asset sale that was deducted in computing net income (loss); (g) LCM inventory adjustments; (h) the impact of liquidation of inventory layers calculated using the LIFO method; and (i) all extraordinary, unusual or non-recurring items of gain or loss, or revenue or expense.

We define Distributable Cash Flow for any period as Adjusted EBITDA less replacement and environmental capital expenditures, turnaround costs, cash interest expense (consolidated interest expense less non-cash interest expense), gain (loss) from unconsolidated affiliates, net of cash distributions and income tax expense (benefit).

EBITDA, Adjusted EBITDA and Distributable Cash Flow should not be considered alternatives to net income (loss), operating income (loss), net cash provided by (used in) operating activities or any other measure of financial performance presented in accordance with GAAP. In evaluating our performance as measured by EBITDA, Adjusted EBITDA and Distributable Cash Flow, management recognizes and considers the limitations of these measurements. EBITDA and Adjusted EBITDA do not reflect our obligations for the payment of income taxes, interest expense or other obligations such as capital expenditures. Accordingly, EBITDA, Adjusted EBITDA and Distributable Cash Flow are only three of several measurements that management utilizes. Moreover, our EBITDA, Adjusted EBITDA and Distributable Cash Flow may not be comparable to similarly titled measures of another company because all companies may not calculate EBITDA, Adjusted EBITDA and Distributable Cash Flow in the same manner.

DELAWARE		000-51734		35-1811116
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common units representing limited partnership interests		CLMT		The NASDAQ Stock Market LLC

Exhibit No.		Exhibit Title or Description
10.1		Consent to Third Amended and Restated Credit Agreement, dated July 3, 2020, by and among Calumet Specialty Products Partners, L.P. and certain of its subsidiaries, as Borrowers, the Lenders party thereto and Bank of America, N.A., as Agent.
10.2*		Support Agreement, dated July 6, 2020.
99.1		Press Release, dated July 6, 2020.
99.2		Press Release, dated July 6, 2020.
99.3		Information regarding Calumet Specialty Products Partners, L.P.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Date: July 6, 2020		CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

		By: CALUMET GP, LLC, its General Partner

		/s/ Stephen P. Mawer
		Name: Stephen P. Mawer
		Title: Chief Executive Officer

BORROWERS:

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

By:	Calumet GP, LLC, its general partner

	By:	/s/ H. Keith Jennings
	Name:	H. Keith Jennings
	Title:	Executive Vice President & Chief Financial Officer

CALUMET OPERATING, LLC

By:	Calumet Specialty Products Partners, L.P., its sole member

	By:	Calumet GP, LLC, its general partner

		By:	/s/ H. Keith Jennings
		Name:	H. Keith Jennings
		Title:	Executive Vice President & Chief Financial Officer

	CALUMET FINANCE CORP.

	By:	/s/ H. Keith Jennings
	Name:	H. Keith Jennings
	Title:	Executive Vice President & Chief Financial Officer

	CALUMET INTERNATIONAL, INC.

	By:	/s/ H. Keith Jennings
	Name:	H. Keith Jennings
	Title:	Executive Vice President & Chief Financial Officer

KURLIN COMPANY, LLC

By: Calumet International, Inc., its sole member

	By:	/s/ H. Keith Jennings
	Name:	H. Keith Jennings
	Title:	Executive Vice President & Chief Financial Officer

CALUMET BRANDED PRODUCTS, LLC

By: Calumet Operating, LLC, its sole member

	By:	Calumet Specialty Products Partners, L.P., its sole member

		By:	Calumet GP, LLC, its general partner

			By:	/s/ H. Keith Jennings
			Name:	H. Keith Jennings
			Title:	Executive Vice President & Chief Financial Officer

BEL-RAY COMPANY, LLC

By: Calumet Branded Products, LLC, its sole member

	By:	Calumet Operating, LLC, its sole member

		By:	Calumet Specialty Products Partners, L.P., its sole member

			By:	Calumet GP, LLC, its general partner

				By:	/s/ H. Keith Jennings
				Name:	H. Keith Jennings
				Title:	Executive Vice President & Chief Financial Officer

CALUMET REFINING, LLC

By: Calumet Operating, LLC, its sole member

	By:	Calumet Specialty Products Partners, L.P., its sole member

		By:	Calumet GP, LLC, its general partner

			By:	/s/ H. Keith Jennings
			Name:	H. Keith Jennings
			Title:	Executive Vice President & Chief Financial Officer

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 KARNS CITY REFINING, LLC
CALUMET DICKINSON REFINING, LLC

By: Calumet Refining, LLC, their sole member

	By:	Calumet Operating, LLC, its sole member

		By:	Calumet Specialty Products Partners, L.P., its sole member

			By:	Calumet GP, LLC, its general partner

				By:	/s/ H. Keith Jennings
				Name:	H. Keith Jennings
				Title:	Executive Vice President & Chief Financial Officer

AGENT AND LENDERS:	BANK OF AMERICA, N.A.,
	as Agent, a Lender and an Issuing Bank

	By:	/s/ Hance VanBeber
	Name:	Hance VanBeber
	Title:	Sr. Vice President

	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as a Lender

	By:	/s/ Thomas A. Martin
	Name:	Thomas A. Martin
	Title:	Vice President

	JPMORGAN CHASE BANK, N.A.,
	as a Lender

	By:	/s/ Helen D. Davis
	Name:	Helen D. Davis
	Title:	Authorized Officer

	BMO HARRIS BANK, N.A.,
	as a Lender

	By:	/s/ Kara Goodwin
	Name:	Kara Goodwin
	Title:	Managing Director

	BARCLAYS BANK PLC,
	as a Lender

	By:	/s/ Arvind Admal
	Name:	Arvind Admal
	Title:	Vice President

	BBVA USA f/k/a COMPASS BANK
	as a Lender

	By:	/s/ Lindsey Swope
	Name:	Lindsey Swope
	Title:	Vice President

	REGIONS BANK,
	as a Lender

	By:	/s/ Stephen J. McGreevy
	Name:	Stephen J. McGreevy
	Title:	Managing Director

	DEUTSCHE BANK AG NEW YORK BRANCH,
	as a Lender

	By:	/s/ Michael Strobel
	Name:	Michael Strobel
	Title:	Vice President

	By:	/s/ Philip Tancorra
	Name:	Philip Tancorra
	Title:	Vice President

	U.S. BANK NATIONAL ASSOCIATION,
	as a Lender

	By:	/s/ Lisa Freeman
	Name:	Lisa Freeman
	Title:	Senior Vice President

	●	The Partnership anticipates that cash flow from operating activities for the second quarter will exceed $60 million

Title of Notes		CUSIP No. / ISIN		Aggregate Principal Amount of 2022 Notes Outstanding		Early Exchange Consideration⁽¹⁾		Base Exchange Consideration⁽¹⁾
7.625% Senior Notes due 2022		131477AL5 / US131477AL51		$350,000,000		$1,000 principal amount of New Notes		$950 principal amount of New Notes

	Year Ended December 31,
	(In millions)
Adjusted EBITDA¹	2019			2019 As Adjusted			2018			2018 As Adjusted			2017³			2017 As Adjusted³

Fuels	$	220.2		$	190.8		$	162.2		$	193.0		$	188.3		$	169.3
Specialty		182.0			169.8			199.2			205.3			225.8			217.9
Corporate		(97.6	)		(97.6	)		(97.5	)		(97.5	)		(99.8	)		(99.8	)
Total	$	304.6		$	263.0		$	263.9		$	300.8		$	314.3		$	287.4

Gross Profit²
Fuels	$	126.9		$	126.9		$	145.6		$	162.1		$	179.0		$	196.6
Specialty		324.8			324.8			291.1			274.6			319.2			301.6
	$	451.7		$	451.7		$	436.7		$	436.7		$	498.2		$	498.2

Cover	Jul. 03, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 03, 2020
Entity File Number	000-51734
Entity Registrant Name	CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
Entity Central Index Key	0001340122
Entity Tax Identification Number	35-1811116
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2780 Waterfront Pkwy E. Drive
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Indianapolis
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46214
City Area Code	(317)
Local Phone Number	328-5660
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common units representing limited partnership interests
Trading Symbol	CLMT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false