This FIRST SUPPLEMENTAL INDENTURE AND AMENDMENT (this “Supplemental Indenture”), dated as of September 24, 2024, is entered into by and among Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “Company”), Calumet Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), each of the parties identified under the caption “Existing Guarantors” on the signature page hereto (the “Existing Guarantors”), Calumet, Inc., a Delaware corporation (“New Calumet”), Calumet GP, LLC, a Delaware limited liability company (together with New Calumet, the “New Guarantors”), and Wilmington Trust, National Association, a national banking association, as Trustee. The New Guarantors and the Existing Guarantors are collectively referred to herein as the “Guarantors.” Each capitalized term used in this Supplemental Indenture and not defined herein shall have the meaning assigned to such term in the Indenture (as defined below).
RECITALS
WHEREAS, the Issuers, the guarantors named therein and the Trustee entered into an Indenture, dated as of January 20, 2022, as may be amended and supplemented from time to time (as so amended and supplemented, the “Indenture”), which governs $325,000,000 in aggregate principal amount of 8.125% Senior Notes due 2027 issued by the Issuers and outstanding as of the date hereof (the “Notes”);
WHEREAS, Section 9.01(h) of the Indenture provides that the Issuers, the Existing Guarantors and the Trustee may amend or supplement the Indenture to (i) add any additional Guarantor with respect to the Notes or (ii) evidence the release of any Guarantor with respect to the Notes in accordance with Article 10 of the Indenture, without the consent of the Holders of the Notes;
WHEREAS, the Issuers desire to cause each of the New Guarantors to become a “Guarantor” under the Indenture;
WHEREAS, Section 10.04(6) of the Indenture provides for the automatic release of the Subsidiary Guarantee of a Guarantor at such time as such Guarantor ceases to both (i) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (ii) to be an obligor with respect to any Indebtedness under a Credit Facility;
WHEREAS, Calumet Mexico, LLC, a Delaware limited liability company (“Calumet Mexico”), Calumet Specialty Oils de Mexico, S. de R.L. de C.V., a non-negotiable stock limited liability corporation formed in Mexico (“Calumet Specialty Oils”), and Calumet Specialty Products Canada, ULC, a Canadian unlimited liability corporation (together with Calumet Mexico and Calumet Specialty Oils, the “Former Guarantors”), have each been released as a guarantor of the Notes pursuant to Section 10.04(6) of the Indenture, because each of the Former Guarantors, as of the date hereof (the “Effective Date”) (i) has ceased to guarantee any
