AMENDMENT NO. 1 TO CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

AMENDMENT NO. 1

TO CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

     This Amendment No. 1 to Contribution, Conveyance and Assumption Agreement (the “ Amendment ”) is entered into as of February 8, 2006, by and among F. WILLIAM GRUBE, an individual (“ Grube ”), JANET KRAMPE GRUBE , an individual (“Grube Wife”), JANET KRAMPE GRUBE GRANTOR RETAINED ANNUITY TRUST DATED JANUARY 31, 2002 , an Indiana trust (“ Grube Trust I ”), JANET KRAMPE GRUBE GRANTOR RETAINED ANNUITY TRUST DATED MARCH 18, 2004 , an Indiana trust (“ Grube Trust II ”), FRED M. FEHSENFELD, JR. , an individual (“ Fehsenfeld, Jr. ”), MILDRED L. FEHSENFELD IRREVOCABLE INTERVIVOS TRUST FOR THE BENEFIT OF FRED MEHLERT FEHSENFELD, JR. AND HIS ISSUE , an Indiana trust (“ Fehsenfeld Trust I ”), MAGGIE FEHSENFELD TRUST NUMBER 106 FOR THE BENEFIT OF FRED MEHLERT FEHSENFELD, JR. AND HIS ISSUE , an Indiana trust (“ Fehsenfeld Trust II ”), CALUMET, INCORPORATED , an Indiana corporation (“ Calumet Inc. ”), THE HERITAGE GROUP , an Indiana general partnership (“ THG ”), CALUMET GP, LLC , a Delaware limited liability company (“ GP LLC ”), CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. , a Delaware limited partnership (“ MLP ”), CALUMET OPERATING, LLC, a Delaware limited liability company (“ OLLC ”), CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP, an Indiana limited partnership (“ Calumet LP ”), CALUMET SALES COMPANY INCORPORATED , a Delaware corporation (“ Reseller ”), CALUMET HOLDING, LLC , a Delaware limited liability company (“ Holding ”), CALUMET PENNSYLVANIA, LLC , a Delaware limited liability company (“ Calumet PA ”), CALUMET LP GP, LLC , a Delaware limited liability company (“ Calumet LP GP ”), CALUMET SHREVEPORT PACKAGING, LLC , an Indiana limited liability company (“ Shreveport Packaging ”), and CALUMET SHREVEPORT FUELS, LLC , an Indiana limited liability company (“ Shreveport Fuels ”). The above-named entities are referred to in this Amendment each as an “ Amendment Party ” and collectively as the “ Amendment Parties .”

RECITALS

     WHEREAS, the Amendment Parties (other than Shreveport Fuels, the “ Original Parties ”) entered into a Contribution Conveyance and Assumption Agreement, dated as of January 31, 2006 (the “ Original Agreement ”), providing for various contributions, distributions and assumptions of various assets and liabilities by and among the Original Parties;

     WHEREAS, Shreveport Fuels was not one of the Original Parties to the Original Agreement, but is the contractor under those certain agreements set forth on Schedule B to the Original Agreement, all of which constitute Non-Qualifying Income Assets;

     WHEREAS, Calumet LP intended to convey all its and its subsidiaries’ right, title and interest in the Non-Qualifying Income Assets to Reseller, and Shreveport Fuels desires to carry out that intention of Calumet LP;

     WHEREAS, the Original Parties wish to add Shreveport Fuels as a party to the Original Agreement; and

     WHEREAS, the Original Parties wish to amend the Original Agreement as set forth herein pursuant to and in accordance with Section 8.9 of the Original Agreement.

     NOW, THEREFORE, in consideration of the premises and the mutual terms, conditions and agreements set forth herein, the parties hereto hereby agree as follows:

AGREEMENT

     Section 1. Defined Terms . All capitalized terms used and not defined herein have the meanings set forth in the Original Agreement.

     Section 2. Amendment to Introductory Paragraph . The introductory paragraph of the Original Agreement is hereby amended and restated as follows:

“This Contribution, Conveyance and Assumption Agreement, dated as of January 31, 2006, is entered into by and among F. WILLIAM GRUBE, an individual (“ Grube ”), JANET KRAMPE GRUBE , an individual (“Grube Wife”), JANET KRAMPE GRUBE GRANTOR RETAINED ANNUITY TRUST DATED JANUARY 31, 2002 , an Indiana trust (“ Grube Trust I ”), JANET KRAMPE GRUBE GRANTOR RETAINED ANNUITY TRUST DATED MARCH 18, 2004 , an Indiana trust (“ Grube Trust II ”), FRED M. FEHSENFELD, JR. , an individual (“ Fehsenfeld, Jr. ”), MILDRED L. FEHSENFELD IRREVOCABLE INTERVIVOS TRUST FOR THE BENEFIT OF FRED MEHLERT FEHSENFELD, JR. AND HIS ISSUE , an Indiana trust (“ Fehsenfeld Trust I ”), MAGGIE FEHSENFELD TRUST NUMBER 106 FOR THE BENEFIT OF FRED MEHLERT FEHSENFELD, JR. AND HIS ISSUE , an Indiana trust (“ Fehsenfeld Tr