First Amendment to Credit Agreement

FIRST AMENDMENT
TO CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June ___, 2006, is by and among CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP, an Indiana limited partnership (the “Borrower”), the Guarantors signatories hereto, the financial institutions identified on the signature pages hereto as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (the “Administrative Agent”) and Credit-Linked LC Issuer.

W I T N E S S E T H:

     WHEREAS, pursuant to that certain Credit Agreement dated as of December 9, 2005 among the Borrower, the Guarantors, the Lenders and the Administrative Agent (as amended, the “Existing Credit Agreement”), the Lenders have extended commitments to make certain credit facilities available to the Borrower;

     WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the Existing Credit Agreement; and

     WHEREAS, the Administrative Agent and the Required Lenders are willing to make such amendments upon the terms and conditions contained in this Amendment;

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the agreements herein contained, the parties hereby agree as follows:

PART I
DEFINITIONS

     SUBPART 1.1. Certain Definitions. Unless otherwise defined herein or the context otherwise requires, the following terms used in this Amendment, including its preamble and recitals, have the following meanings:

     “Amended Credit Agreement” means the Existing Credit Agreement as amended hereby.

     “Amendment No. 1 Effective Date” is defined in Subpart 3.1.

     SUBPART 1.2. Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Amended Credit Agreement.

PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT

     Effective on (and subject to the occurrence of) the Amendment No. 1 Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part II. Except as so amended, the Existing Credit Agreement shall continue in full force and effect.

     SUBPART 2.1. Amendments to Section 1.1. Section 1.1 of the Existing Credit Agreement is hereby amended by adding the following definitions in appropriate alphabetical order:

     Shreveport Capex Exclusion Limit — means an amount equal to the lesser of (a) $150,000,000 and (b) the proceeds of the Equity Issuance by the MLP Parent (including any underwriters’ option to purchase additional units in connection with such Equity Issuance) described in the registration statement on Form S-1 filed by the MLP Parent with the SEC on June 14, 2006, as amended from time to time thereafter, which are contributed to a Guarantor and used to pay for the Shreveport Initiative.

     Shreveport Initiative — means the expansion of the manufacturing capacity of the refinery owned and operated by one or more of the Consolidated Parties and located in Shreveport, Louisiana.

     SUBPART 2.2. Amendment to Section 8.11. Section 8.11 of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:

     Permit Consolidated Capital Expenditures for any fiscal year to exceed (i) for the period from the Closing Date through the end of fiscal year 2006, $40,000,000, and (ii) for any fiscal year thereafter, $50,000,000; provided that, for the purposes of the foregoing, Consolidated Capital Expenditures shall not include capital expenditures in an amount of up to the Shreveport Capex Exclusion Limit made in connection with the Shreveport Initiative (i) to the extent the applicable Property acquired by the Consolidated Parties in connection with the Shreveport Initiative constitutes Priority Collateral and (ii) so long as the Administrative Agent shall have received all items in respect of the Property acquired in connection with such capital expenditures required to be delivered by the terms of Section 7.14). To the extent that any portion of the Consolidated Capital Expenditures limitation (determined without giving effect to this sentence) is not used during any fiscal year, such unused available amount may be carried forward and used during the next fiscal year only; provided, however, that with respect to any fiscal year, Consolidated Capital Expenditures made during such fiscal year shall be deemed to be made first with respect to the applicable limitation for such fiscal year and then with respect to any carry-forward from the immediately preceding fiscal year.

PART III
CONDITIONS TO EFFECTIVENESS

     SUBPART 3.1. Amendment No. 1 Effective Date. This Amendment shall be and become effective as of the date hereof (the “Amendment No. 1 Effective Date”) when all of the conditions set forth in this Part III shall have been satisfied, and thereafter this Amendment shall be known, and may be referred to, as the “First Amendment.”

     SUBPART 3.2. Execution of Counterparts of Amendment. The Administrative Agent shall have received counterparts (or other evidence of execution, including telephonic message, satisfactory to the Administrative Agent) of this Amendment, which collectively shall have been duly executed on behalf of the Borrower, the Guarantors and the Required Lenders.

     SUBPART 3.3 Amendment Fee. The Borrower shall have paid or caused to be paid an amendment fee to the Administrative Agent in connection with this Amendment for the account of each Lender that shall have returned executed signature pages to this Amendment no later than 5:00 p.m. on Wednesday, June 21, 2006, as directed by the Administrative Agent, in an aggregate amount for each Lender equal to the product of (i) five (5) basis points (0.0005) and (ii) the amount equal to the sum of (A) the amount of such Lender’s Credit Linked Deposit plus (B) the outstanding Term Loans held by such Lender.

PART IV
MISCELLANEOUS

     SUBPART 4.1 Cross-References. References in this Amendment to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Amendment.

     SUBPART 4.2. Instrument Pursuant to Existing Credit Agreement. This Amendment is a Loan Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Amended Credit Agreement.

     SUBPART 4.3. References in Other Agreements. At such time as this Amendment shall become effective pursuant to the terms of Subpart 3.1, all references in the Loan Documents to the “Credit Agreement” shall be deemed to refer to the Existing Credit Agreement as amended by this Amendment.

     SUBPART 4.4. Representations and Warranties of the Borrowers. Each Borrower hereby represents and warrants that (a) it has the requisite power and authority to execute, deliver and perform this Amendment, (b) it is duly authorized to, and has been authorized by all necessary action, to execute, deliver and perform this Amendment, (c) the representations and warranties contained in Article VI of the Existing Credit Agreement

(as amended by this Amendment) are true and correct in all material respects on and as of the date hereof as though made on and as of such date and after giving effect to the amendments contained herein (except for those which expressly relate to an earlier date) and (d) no Default or Event of Default exists under the Existing Credit Agreement on and as of the date hereof both before and after giving effect to the amendments contained herein.

     SUBPART 5.5. Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of executed counterparts of this Amendment by telecopy shall be effective as an original and shall constitute a representation that an original will be delivered.

     SUBPART 5.6. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

     SUBPART 5.7. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

     SUBPART 5.8. Costs and Expenses. The Borrowers agree to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of Moore & Van Allen, PLLC.

     SUBPART 5.9. No Other Modification. Except to the extent specifically provided to the contrary in this Amendment, all terms and conditions of the Existing Credit Agreement and the other Loan Documents shall remain in full force and effect, without modification or limitation.

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     Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

BORROWER:		CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP
		By:		Calumet LP GP, LLC, its general partner
				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/ R. Patrick Murray II
								Name:		R. Patrick Murray II
								Title:		VP & CFO

GUARANTORS:		CALUMET SHREVEPORT, LLC
		By:		/s/ R. Patrick Murray II
		Name:		R. Patrick Murray II
		Title:		VP & CFO
		CALUMET SHREVEPORT LUBRICANTS & WAXES, LLC
		By:		/s/ R. Patrick Murray II
		Name:		R. Patrick Murray II
		Title:		VP & CFO
		CALUMET SHREVEPORT FUELS, LLC
		By:		/s/ R. Patrick Murray II
		Name:		R. Patrick Murray II
		Title:		VP & CFO

		CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
		By:		Calumet GP, LLC, its general partner
		By:		/s/ R. Patrick Murray II
		Name:		R. Patrick Murray II
		Title:		VP & CFO

		CALUMET LP GP, 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/ R. Patrick Murray II
						Name:		R. Patrick Murray II
						Title:		VP & CFO

		CALUMET OPERATING, LLC
		By:		Calumet Specialty Products Partners, L.P., its sole member
				By:		Calumet GP, LLC, its general partner
				By:		/s/ R. Patrick Murray II
				Name:		R. Patrick Murray II
				Title:		VP & CFO

		CALUMET SALES COMPANY INCORPORATED
		By:		/s R. Patrick Murray II
		Name:		R. Patrick Murray II
		Title:		VP & CFO

ADMINISTRATIVE AGENT:		BANK OF AMERICA, N.A., as Administrative Agent
		By:		/s/ Jennifer Reeves
		Name:		Jennifer Reeves
		Title:		Officer, Agency Management

		Sandelman Finance 2006-1, Ltd.
		By:		/s/ William Brown
		Name:		William Brown
		Title:		Attorney-In-Fact

		Airlie CLO 2006-1
		[Insert Lender Name Above]
		By:
		Name:
		Title:

		LANDMARK CDO LIMITED By: Aladdin Capital Management LLC, as Manager
		By:		/s/ Angela Bozorgmir
		Name:		Angela Bozorgmir
		Title:		Director
		LANDMARK III CDO LIMITED By: Aladdin Capital Management LLC, as Manager
		By:		/s/ Angela Bozorgmir
		Name:		Angela Bozorgmir
		Title:		Director
		LANDMARK IV CDO LIMITED By: Aladdin Capital Management LLC, as Manager
		By:		/s/ Angela Bozorgmir
		Name:		Angela Bozorgmir
		Title:		Director
		LANDMARK V CDO LIMITED By: Aladdin Capital Management LLC, as Manager
		By:		/s/ Angela Bozorgmir
		Name:		Angela Bozorgmir
		Title:		Director
		LANDMARK VI CDO LIMITED By: Aladdin Capital Management LLC, as Manager
		By:		/s/ Angela Bozorgmir
		Name:		Angela Bozorgmir
		Title:		Director
		LANDMARK VII CDO LIMITED By: Aladdin Capital Management LLC, as Manager
		By:		/s/ Angela Bozorgmir
		Name:		Angela Bozorgmir
		Title:		Director

		Atlas Loan Funding (Hartford), LLC By: Atlas Capital Funding, Ltd. By: Structured Asset Investors, LLC Its Investment Manager
		By:		/s/ Diana M. Himes
		Name:		Diana M. Himes
		Title:		Associate

		AVENUE CLO FUND, LIMITED
		By:		/s/ Richard D’Addario
		Name:		RICHARD D’ADDARIO
		Title:		SENIOR PORTFOLIO MANAGER

		AVENUE CLO FUND II, LIMITED
		By:		/s/ Richard D’Addario
		Name:		RICHARD D’ADDARIO
		Title:		SENIOR PORTFOLIO MANAGER

		AVENUE CLO FUND III, LIMITED
		By:		/s/ Richard D’Addario
		Name:		RICHARD D’ADDARIO
		Title:		SENIOR PORTFOLIO MANAGER

Gale Force 2 CLO, Ltd. By: GSO Capital Partners LP as Collateral Manager
By:		/s/ Melissa Marano
Name:		Melissa Marano
Title:		Authorized Signatory

HUDSON STRAITS CLO 2004, LTD. By: GSO Capital Partners LP as Collateral Manager
By:		/s/ Melissa Marano
Name:		Melissa Marano
Title:		Authorized Signatory

FOXE BASIN CLO 2003, LTD. BY: GSO Capital Partners LP as Collateral Manager
By:		/s/ Melissa Marano
Name:		Melissa Marano
Title:		Authorized Signatory

		Gale Force 1 CLO, Ltd. By: GSO Capital Partners LP as Collateral Manager
		By:		/s/ Melissa Marano
		Name:		Melissa Marano
		Title:		Authorized Signatory

GULF STREAM-COMPASS CLO 2002-1 LTD By: Gulf Stream Asset Management LLC As Collateral Manager
By:		/s/ Barry K. Love
Name:		Barry K. Love
Title:		Chief Credit Officer

GULF STREAM-COMPASS CLO 2003-1 LTD. By: Gulf Stream Asset Management LLC As Collateral Manager
By:		/s/ Barry K. Love
Name:		Barry K. Love
Title:		Chief Credit Officer

GULF STREAM-COMPASS CLO 2004-1 LTD By: Gulf Stream Asset Management LLC As Collateral Manager
By:		/s/ Barry K. Love
Name:		Barry K. Love
Title:		Chief Credit Officer

GULF STREAM-COMPASS CLO 2005-II LTD By: Gulf Stream Asset Management, LLC As Collateral Manager
By:		/s/ Barry K. Love
Name:		Barry K. Love
Title:		Chief Credit Officer

		Clydesdale CLO 2005, Ltd.
		[Insert Lender Name Above]
NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT, INC.		By:		/s/ Elizabeth MacLean
AS		Name:		Elizabeth MacLean
INVESTMENT MANAGER		Title:		Managing Director

		Clydesdale CLO 2004, Ltd.
		[Insert Lender Name Above]
NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC.		By:		/s/ Elizabeth MacLean
AS		Name:		Elizabeth MacLean
INVESTMENT MANAGER		Title:		Managing Director

		Clydesdale CLO 2003, Ltd.
		[Insert Lender Name Above]
NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC.		By:		/s/ Elizabeth MacLean
AS		Name:		Elizabeth MacLean
COLLATERAL MANAGER		Title:		Managing Director

		NCRAM Loan Trust
		[Insert Lender Name Above]
NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC.		By:		/s/ Elizabeth MacLean
AS		Name:		Elizabeth MacLean
INVESTMENT ADVISER		Title:		Managing Director

		Centaurus Loan Trust
		[Insert Lender Name Above]
NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC.		By:		/s/ Elizabeth MacLean
AS		Name:		Elizabeth MacLean
INVESTMENT ADVISER		Title:		Managing Director

		Ameriprise Certificate Company
		By: RiverSource Investments, LLC as Collateral Manager
By:		/s/ Yvonne E. Stevens
Name:		Yvonne E. Stevens
Title:		Senior Managing Director

		IDS Life Insurance Company
		By: RiverSource Investments, LLC as Collateral Manager
By:		/s/ Yvonne E. Stevens
Name:		Yvonne E. Stevens
Title:		Senior Managing Director

				Centurion CDO VI, Ltd.
				By: RiverSource Investments, LLC as
				Collateral Manager
		By:		/s/ Robin C. Stancil
		Name:		Robin C. Stancil
		Title:		Supervisor — Fixed Income

				Centurion CDO VII, Ltd.
				By: RiverSource Investments, LLC as
				Collateral Manager
		By:		/s/ Robin C. Stancil
		Name:		Robin C. Stancil
		Title:		Supervisor — Fixed Income

				Centurion CDO 8, Limited
				By: RiverSource Investments, LLC as
				Collateral Manager
		By:		/s/ Robin C. Stancil
		Name:		Robin C. Stancil
		Title:		Supervisor — Fixed Income

				Centurion CDO 9, Ltd.
				By: RiverSource Investments,
				LLC as Collateral Manager
		By:		/s/ Robin C. Stancil
		Name:		Robin C. Stancil
		Title:		Supervisor — Fixed Income

				Cent CDO 10 Limited
				By: RiverSource Investments, LLC as
				Collateral Manager
		By:		/s/ Robin C. Stancil
		Name:		Robin C. Stancil
		Title:		Supervisor — Fixed Income

				Cent CDO XI, Limited
				By: RiverSource Investments, LLC as
				Collateral Manager
		By:		/s/ Robin C. Stancil
		Name:		Robin C. Stancil
		Title:		Supervisor — Fixed Income

				Ocean Trust
				By: RiverSource Investments, LLC as
				Collateral Manager
		By:		/s/ Robin C. Stancil
		Name:		Robin C. Stancil
		Title:		Supervisor — Fixed Income

				Sequils-Centurion V, Ltd.
				By: RiverSource Investments, LLC
				as Collateral Manager
		By:		/s/ Robin C. Stancil
		Name:		Robin C. Stancil
		Title:		Supervisor — Fixed Income

		ROSEDALE CLO, LTD. By: Princeton Advisory Group, Inc. the Collateral Manager acting as attorney-in-fact
		[Insert Lender Name Above]
		By:		/s/ Jennifer Wright
		Name:		Jennifer Wright
		Title:		Vice President

		ARCHIMEDES FUNDING IV (CAYMAN), LTD.
		BY:		West Gate Horizons Advisors LLC,
				as Collateral Manager
		BY:		/s/ Gordon R. Cook
		Name:		GORDON R. COOK
		Title:		SENIOR CREDIT ANALYST
		ENDURANCE CLO I, LTD
		C/o West Gate Horizons Advisors LLC,
		As Portfolio Manager
		By:		/s/ Gordon R. Cook
		Name:		GORDON R. COOK
		Title:		SENIOR CREDIT ANALYST
		WG Horizons CLO I
		By:		West Gate Horizons Advisors LLC,
				as Manager
		BY:		/s/ Gordon R. Cook
		Name:		GORDON R. COOK
		Title:		SENIOR CREDIT ANALYST

		ACA CLO 2006-1, Limited
		[Insert Lender Name Above]
		By:		/s/ Vincent Ingato
		Name:		Vincent Ingato
		Title:		Managing Director

			Stedman CBNA Loan Funding LLC, for itself or as agent for Stedman CFPI Loan Funding LLC
		By:		/s/ Janet Haack
		Name:		Janet Haack
		Title:		As Attorney In Fact

		FIRST TRUST/FOUR CORNERS SENIOR
		FLOATING RATE INCOME FUND II,
		as Lender
		By:		Four Corners Capital Management LLC,
				As Sub-Adviser
		By:		/s/ Steven Columbaro
		Name:		Steven Columbaro, CFA
		Title:		Sr. Vice President
		FORTRESS PORTFOLIO TRUST,
		as Lender
		By:		Four Corners Capital Management LLC,
				As Investment Manager
		By:		/s/ Steven Columbaro
		Name:		Steven Columbaro, CFA
		Title:		Sr. Vice President
		FOUR CORNERS CLO 2005-I, LTD.,
		as Lender
		By:		Four Corners Capital Management LLC,
				As Collateral Manager
		By:		/s/ Steven Columbaro
		Name:		Steven Columbaro, CFA
		Title:		Sr. Vice President

		Pacifica COO II, LTD
		[Insert Lender Name Above]
		By:		/s/ Olivier A. Tabouret
		Name:		Olivier A. Tabouret
		Title:		SVP

		Pacifica COO V, LTD
		[Insert Lender Name Above]
		By:		/s/ Olivier A. Tabouret
		Name:		Olivier A. Tabouret
		Title:		SVP

		KNIGHT CBNA LOAN FUNDING—
		KNIGHT CFPI LOAN FUNDING LLC
		Knight CBNA Loan Funding LLC, for itself or
		as Agent for Knight CFPI Loan Funding LLC
		[Insert Lender Name Above]
		By:		/s/ Mathew Massier
		Name:		Mathew Massier
		Title:		As Attorney In Fact

		Four Corners CLO II, LTD.
		[Insert Lender Name Above]
		By:		/s/ Matthew Massier
		Name:		Matthew Massier
		Title:		As Attorney In Fact

		LL WHISTLING STRAITS FUNDING LLC
		By:		/s/ M. Cristina Higgins
		Name:		M. Cristina Higgins
		Title:		Authorized Agent

		CANADIAN IMPERIAL BANK OF COMMERCE
		By:		/s/ John O’Dowd
		Name:		John O’Dowd
		Title:		Authorized Signatory

				KINGSLAND I, LTD.
		By:		/s/ VINCENT SIINO
		Name:		VINCENT SIINO
				AUTHORIZED OFFICER
		Title:		KINGSLAND CAPITAL MANAGEMENT, LLC AS MANAGER

				KINGSLAND II, LTD.
		By:		/s/ VINCENT SIINO
		Name:		VINCENT SIINO
		Title:		AUTHORIZED OFFICER KINGSLAND CAPITAL MANAGEMENT, LLC AS MANAGER