CALUMET SPECIALITY PRODUCTS PARTNERS, L.P. CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

Exhibit 10.3

CALUMET SPECIALITY PRODUCTS PARTNERS, L.P.

CONTRIBUTION, CONVEYANCE AND ASSUMPTION
AGREEMENT

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

     This Contribution, Conveyance and Assumption Agreement, dated as of January [ ], 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 Trust II ”), CALUMET INCORPORATED , an Indiana corporation (“ Calumet Inc. ”), [ ASPHALT MATERIALS, INC. , an [Indiana] corporation (“ Asphalt ”),] 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 LUBRICANT PARTNERS 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 ”), and CALUMET LP GP, LLC , a Delaware limited liability company (“ LP GP ”), and. The above-named entities are sometimes referred to in this Agreement each as a “ Party ” and collectively as the “ Parties .” Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.

RECITALS :

      WHEREAS , THG, Calumet Inc., Grube, Fehsenfeld, Jr., Fehsenfeld Trust I, Fehsenfeld Trust II and GP LLC have formed MLP pursuant to the Delaware Revised Uniform Limited Partnership Act (the “ Delaware LP Act ”) for the purpose of engaging in any business activity that is approved by GP LLC and that lawfully may be conducted by a limited partnership organized pursuant to the Delaware LP Act.

      WHEREAS, in order to accomplish the objectives and purposes in the preceding recital, each of the following actions have been taken prior to the date hereof:

     1. THG, Fehsenfeld, Jr. and Grube (collectively, the “ Old GP Owners ”) formed GP LLC, under the terms of the Delaware Limited Liability Company Act (the “ Delaware LLC Act ”), to which (i) THG contributed $510.00 in exchange for a 51% member interest in GP LLC, (ii) Fehsenfeld, Jr. contributed $190.00 in exchange for a 19% member interest in GP LLC, and (iii) Grube contributed $300.00 in exchange for a 30% member interest in GP LLC.

     2. THG, Calumet Inc., Grube, Fehsenfeld, Jr., Fehsenfeld Trust I, Fehsenfeld Trust II and GP LLC formed MLP (collectively, the “ Old MLP Owners ”), under the terms of the Delaware LP Act, to which (i) THG contributed $555.66 in exchange for a 55.57% limited partner interest in MLP, (ii) Calumet Inc. contributed $98.00 in exchange for a 9.80% limited partner interest in MLP, (iii) Grube contributed $203.84 in exchange for a 20.38% limited partner interest in MLP, (iv) Fehsenfeld, Jr. contributed $24.50 in exchange for a 2.45% limited partner interest in MLP, (v) Fehsenfeld Trust I contributed $49.00 in exchange for a 4.90% limited partner interest in MLP, (vi) Fehsenfeld Trust II contributed $49.00 in exchange for a 4.90% limited partner interest in MLP, and (vii) THG (on behalf of GP LLC) contributed $20.00 in exchange for a 2% general partner interest in MLP.

     3. MLP formed OLLC, under the terms of the Delaware LLC Act, and contributed $1,000 to OLLC in exchange for all of the member interests in OLLC.

     4. Calumet LP formed Reseller, under the terms of the Delaware General Corporations Law (the “ DGCL ”), and contributed $1,000 to Reseller in exchange for all of the common stock of Reseller.

     5. Calumet Inc. formed LP GP, under the terms of the Delaware LLC Act, and contributed $1,000 to LP GP in exchange for all of the member interests in LP GP.

     6. Calumet LP formed Calumet PA, under the terms of the Delaware LLC Act, and contributed $1,000 to Calumet PA in exchange for all of the member interests in Calumet PA.

     7. Calumet LP formed Holding, under the terms of the Delaware LLC Act, and contributed $1,000 to Holding in exchange for all of the member interests in Holding.

     8. Calumet LP entered into the Term Loan Facility and the Revolving Credit Facility and borrowed $225,000,000 under the Term Loan Facility and $78,300,000 under the Revolving Credit Facility and retired and repaid all amounts outstanding under the Old Credit Facility and the Old Notes.

     9. Calumet LP contributed $[ ] of the amount it borrowed under the Revolving Credit Facility to Calumet Shreveport, LLC (“ Shreveport ”) as a capital contribution (the “ Shreveport Contribution ”).

     10. Shreveport used the Shreveport Contribution to retire and repay all of its outstanding indebtedness under the Shreveport Term Loan Facility and the Shreveport Revolving Credit Facility.

      WHEREAS, concurrently with the consummation of the transactions contemplated hereby, each of the following shall occur:

     1. Calumet LP will convey all of its right, title and interest in the Non-MLP Assets to Calumet PA as a capital contribution.

     2. Calumet LP will convey all of its right, title and interest in the Non-Qualifying Income Assets to Reseller as a capital contribution.

     3. Calumet LP will convey all of its member interest in each of (i) Calumet PA (the “ Calumet PA Interest ”) and (ii) Calumet Shreveport Packaging, LLC, an Indiana limited liability company (“ Shreveport Packaging ”), (the “ Shreveport Packaging Interest ”) to Holding as a capital contribution.

     4. Calumet LP will distribute all of its member interest in Holding (the “ Holding Interest ”) to Grube Wife, Grube Trust I, Grube Trust II, Fehsenfeld, Jr., Fehsenfeld Trust I, Fehsenfeld Trust II, Calumet Inc. and THG (collectively, the “ Calumet Owners ”) as follows:

     5. Calumet Inc. will convey its general partner interest in Calumet LP (the “ Calumet LP GP Interest ”) to Calumet LP GP as a capital contribution.

     6. Grube Trust I, Fehsenfeld Trust I, Fehsenfeld Trust II and THG (collectively, the “ New GP Owners ”) will convey a limited partner interest in Calumet LP with an aggregate value equal to 2% of the equity value of MLP at the closing of the transactions contemplated by this Agreement (the “ Interest ”) to GP LLC as a capital contribution (of which 32.4% of such Interest shall be contributed by Grube Trust I, 6.25% of such Interest shall be contributed by Fehsenfeld Trust I, 6.25% of such Interest shall be contributed by Fehsenfeld Trust II and 55.1% of such Interest shall be contributed by THG).

     7. Fehsenfeld Trust I and Fehsenfeld Trust II will each contribute $[445,006.50], respectively in cash to GP LLC as a capital contribution in exchange for an additional [          ]% and [          ]% member interest in GP LLC, respectively.

     8. GP LLC will convey the Interest to MLP in exchange for (a) [          ] General Partner Units, which represents a continuation of its 2% general partner interest in MLP, and (b) the issuance of the IDRs.

     9. In connection with MLP’s initial public offering (the “ Offering ”), Messrs. Fred M. Fehsenfeld Sr., Mac Fehsenfeld and Frank B. Fehsenfeld will contribute $[15,000,000] in cash to MLP in exchange for [          ] Common Units (representing a price per Common Unit of $[          ]) representing a [          ]% interest in MLP.

     10. The Calumet Owners (other than Calumet Inc.) will convey their remaining limited partner interests in Calumet LP to MLP in exchange for (a) [          ] Common Units representing a [          ]% limited partner interest in MLP, of which (i) Grube Wife will receive [          ] Common Units, (ii) Grube Trust I will receive [          ] Common Units, (iii) Grube Trust II will receive [          ] Common Units, (iv) Fehsenfeld, Jr. will receive [          ] Common Units, (v) Fehsenfeld Trust I will receive [          ] Common Units, (vi) Fehsenfeld Trust II will receive [          ] Common Units and (vii) THG will receive [          ] Common Units, and (b) [          ] Subordinated Units representing a [          ]% limited partner interest in MLP, of which (i) Grube Wife will receive [          ] Subordinated Units, (ii) Grube Trust I will receive [          ] Subordinated Units, (iii) Grube Trust II will receive [          ] Subordinated Units, (iv) Fehsenfeld, Jr. will receive [          ] Subordinated Units, (v) Fehsenfeld Trust I will receive [          ] Subordinated Units, (vi) Fehsenfeld Trust II will receive [          ] Subordinated Units, (vii) THG will receive [          ] Subordinated Units.

     11. Calumet Inc. will convey its member interest in Calumet LP GP to MLP in exchange for (a) [          ] Common Units representing a [          ]% limited partner interest in MLP and (b) [          ] Subordinated Units representing a [          ]% limited partner interest in MLP.

     12. In connection with the Offering, the public, through the Underwriters, will contribute $[          ] in cash to MLP, less the Underwriters’ discount of $[          ], in exchange for [          ] Common Units representing a [          ]% limited partner interest in MLP.

     13. MLP will (a) pay or cause to be paid approximately $[4,000,000] of offering expenses (excluding the Underwriters’ discount) in connection with the Offering of the Common Units and (b) contribute its remaining cash of approximately $[          ] to Calumet LP as a capital contribution (of which 10% of such contribution will be made to Calumet LP on behalf of Calumet LP GP).

     14. MLP will convey its limited partner interest in Calumet LP and its member interest in Calumet LP GP to OLLC as a capital contribution.

     15. Calumet LP will repay approximately (a) $[          ] of outstanding indebtedness under the Term Loan Facility and (b) $[          ] of outstanding indebtedness under the Revolving Credit Facility.

     16. To the extent the Underwriters exercise their over-allotment option to purchase up to [          ] Common Units (the “ Over-Allotment Option ”), MLP will use the net proceeds to repay approximately $[          ] of additional outstanding indebtedness under the Term Loan Facility.

     17. The organizational documents of the Parties will be amended and restated as necessary to reflect the applicable matters set forth above and as contained in this Agreement.

     18. The interests of the Old MLP Owners shall be redeemed and the initial capital contributions of the Old MLP owners shall thereupon be refunded in proportion to their initial capital contributions and ninety-eight percent of any interest or other profit that may have resulted from the investment or other use of such initial capital contributions shall be allocated and distributed to the Old MLP Owners, and the balance thereof shall be allocated and distributed to GP LLC.

     19. The interests of the Old GP Owners shall be redeemed and the initial capital contributions of the Old GP owners shall thereupon be refunded in proportion to their initial capital contributions and any interest or other profit that may have resulted from the investment or other use of such initial capital contributions shall be allocated and distributed to the Old GP Owners.

      NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the Parties undertake and agree as follows:

ARTICLE I

DEFINITIONS

     Section 1.1 Terms . The following defined terms shall have the meanings given below:

     “ Agreement ” means this Contribution, Conveyance and Assumption Agreement.

     “ Code ” means Internal Revenue Code of 1986, as amended.

     “ Common Units ” has the meaning as set forth in the Partnership Agreement.

     “ Effective Time ” means 12:01 a.m. Eastern Standard Time on January [ ], 2006.

     “ General Partner Units ” has the meaning as set forth in the Partnership Agreement.

     “ IDR ” has the same meaning as “Incentive Distribution Right” as set forth in the Partnership Agreement.

     “ MLP ” has the meaning as set forth in the opening paragraph of this Agreement.

     “ MLP Agreement ” means the First Amended and Restated Agreement of Limited Partnership of MLP, as it may be amended, supplemented or restated from time to time.

     “ Non-MLP Assets ” means those assets set forth on Schedule A .

     “ Non-MLP Liabilities ” means all liabilities arising out of or related to the ownership of the Non-MLP Assets to the extent arising or accruing on and after the Effective Time, whether known or unknown, accrued or contingent, and whether or not reflected on the books and records of Calumet LP or its affiliates.

     “ Non-Qualifying Income Assets ” means those assets set forth on Schedule B and such other assets that do not generate “qualifying income” as defined in Section 7704 of the Code.

     “ Non-Qualifying Income Liabilities ” means all liabilities arising out of or related to the ownership of the Non-Qualifying Income Assets to the extent arising or accruing on and after the Effective Time, whether known or unknown, accrued or contingent, and whether or not reflected on the books and records of Calumet LP or its affiliates.

     “ Old Credit Facility ” means that $180,000,000 [Amended and Restated] Term Loan Agreement dated as of June 30, 2005 by and among Calumet LP, as Borrower, and THG, as Lender.

     “ Old Notes ” means the $11,400,000 million in outstanding notes issued to The Heritage Group by Calumet LP.

     “ Partnership Group ” means the MLP and any Subsidiary.

     “ Revolving Credit Facility ” means that $225,000,000 Revolving Credit Agreement dated as of December 9, 2005, by among Calumet LP, as Borrower, Shreveport, Calumet Shreveport Lubricants & Waxes, LLC, an Indiana limited liability company (“ Shreveport L&W ”), and Calumet Shreveport Fuels, LLC, an Indiana limited liability company (“ Shreveport Fuels ”), as Guarantors, Bank of America, N.A., as Administrative Agent and Lender, and the other Lenders party thereto.

     “ Registration Statement ” means the registration statement on Form S-1 (Registration No. 333-128880) filed by MLP relating to the Offering.

     “ Shreveport Term Loan Facility ” means that $40,000,000 Term Loan Agreement dated as of [October 25, 2004], by and among Shreveport, as Borrower, Shreveport L&W and Shreveport Fuels, as Guarantors, and [Lehman Brothers Energy Fund] as Administrative Agent and Lender.

     “ Shreveport Revolving Credit Facility ” means that $125,000,000 Revolving Credit Agreement dated as of [October 25, 2004], by and among Shreveport, as Borrower, Shreveport L&W and Shreveport Fuels, as Guarantors, [LaSalle Business Credit] as Administrative Agent and Lender, and the others Lenders party thereto.

     “ Subordinated Units ” has the meaning as set forth in the MLP Agreement.

     “ Subsidiary ” shall have the meaning given to it in the MLP Agreement.

     “ Term Loan Facility ” means that $225,000,000 Term Loan Agreement dated as of December 9, 2005, by among Calumet LP, as Borrower, Shreveport, Shreveport L& W and Shreveport Fuels, as Guarantors, and Bank of America, N.A., as Administrative Agent and Lender.

     “ Underwriters ” means Goldman, Sachs & Co., Deutsche Banc Securities Inc. Raymond James & Associates, Inc. and Petrie Parkman & Co., Inc.

ARTICLE II
CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS

     Section 2.1 Contribution of Non-MLP Assets by Calumet LP to Calumet PA . Calumet LP hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to Calumet PA, its successors and assigns, for its and their own use forever, all of its right, title and interest in and to the Non-MLP Assets, and Calumet PA hereby accepts such assets as a contribution to the capital of Calumet PA.

TO HAVE AND TO HOLD the Non-MLP Assets unto Calumet PA, its successors and assigns, together with all and singular the rights and appurtenances thereto in any way belonging, subject, however, to the terms and conditions stated in this Agreement, forever.

     Section 2.2 Contribution of Non-Qualifying Income Assets by Calumet LP to Reseller . Calumet LP hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to Reseller, its successors and assigns, for its and their own use forever, all of its right, title and interest in and to the Non-Qualifying Income Assets, and Reseller hereby accepts such a