FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

Exhibit 10.1

FIFTH AMENDMENT
TO CREDIT AGREEMENT

      THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”), dated as of November 6, 2007, is by and among CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP, an Indiana limited partnership (the “ Company ”), CALUMET SHREVEPORT, LLC, an Indiana limited liability company (“ Calumet Shreveport ”), CALUMET SHREVEPORT LUBRICANTS & WAXES, LLC, an Indiana limited liability company (“ CSLW ”), CALUMET SHREVEPORT FUELS, LLC, an Indiana limited liability company (“ CSF ”), CALUMET SPECIALTY PRODUCTS PARTNERS, L.P., a Delaware limited partnership (“ CSPP ”), CALUMET LP GP, LLC , a Delaware limited liability company (“ CLPGP ”), CALUMET OPERATING, LLC , a Delaware limited liability company (“ Operating ”) and CALUMET SALES COMPANY INCORPORATED , a Delaware corporation (“ Calumet Sales ” and together with the Company, Calumet Shreveport, CSLW, CSF, CSPP, CLPGP and Operating, collectively, the “ Borrowers ” and each individually a “ Borrower ”), the financial institutions identified on the signature pages hereto as lenders (collectively, “ Lenders ”), and BANK OF AMERICA, N.A. , as agent for the Lenders (the “ Agent ”).

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

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

      WHEREAS, the Agent and the 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. 5 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. 5 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. Amendment to Section 1.1 . Section 1.1 of the Existing Credit Agreement is hereby amended as follows:

     (A) The definitions of “Borrowing Base”, “General Revolver Loan Committed Amount”, “Reporting Trigger Event” and “Revolver Commitment” are hereby deleted in their entirety and replaced with the following:

      “ Borrowing Base ” — on any date of determination, an amount equal to the lesser of (a) the aggregate amount of Revolver Commitments, minus the Availability Reserve; or (b) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, plus , during the Bridge Period only, the Incremental Borrowing Availability.

      General Revolver Loan Committed Amount — at all times other than during the Bridge Period, $175,000,000, and during the Bridge Period, $210,000,000.

      Reporting Trigger Event — the occurrence of any of the following: (a) Availability falls below (i) at all times other than during the Bridge Period, $50,000,000 and (ii) during the Bridge Period, $0 or (b) a Default or Event of Default.

      Revolver Commitment — for any Lender, its obligation to make Revolver Loans and to participate in LC Obligations up to the maximum principal amount shown on Schedule 1.1 , or as specified hereafter in the most recent Assignment and Acceptance to which it is a party. “ Revolver Commitments ” means the aggregate amount of such commitments of all Lenders. The Revolver Commitments as of the Closing Date total $225,000,000. The Revolver Commitments during the Bridge Period will total $260,000,000.

     (B) The following definitions are herby added in appropriate alphabetical order:

      “ Amendment No. 5 Effective Date ” — November 12, 2007.

      “ Bridge Period ” — the period beginning on November 15, 2007 and ending on the earliest of (i) January 15, 2008, (ii) the date of the PP&E Refinancing and (iii) the first Business Day immediately following the closing date of the first Equity Issuance by Calumet Specialty Products Partners, L.P. to Persons that are not its Affiliates following the Amendment No. 5 Effective Date.

      “ Incremental Accounts Formula Amount ” — 5% of the net amount of Eligible Accounts. “ Net amount ” has the meaning provided in the definition of “Accounts Formula Amount”.

      “ Incremental Borrowing Availability ” — the lesser of (a) the sum of (i) the Incremental Accounts Formula Amount plus (ii) the Incremental Inventory Formula Amount or (b) $35,000,000.

      “ Incremental Inventory Formula Amount ” — the lesser of (a) the sum of (i) 15% of the Value of Eligible Category A Inventory plus (ii) 15% of the Value of Eligible Category B Inventory; or (b) 15% of the NOLV Percentage of the Value of Eligible Category A Inventory and Eligible Category B Inventory; provided , however , that Agent, subject to Section 14.1. 1(a)(ii) (C), may adjust such advance percentages from time to time in its reasonable discretion exercised in good faith.

      “ PP&E Refinancing ” — the repayment or refinancing of the PP&E Obligations.

     SUBPART 2.2 Amendment to Section 2.1.1 . Section 2.1.1 of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the following:

      2.1.1. Revolver Loans . Each Lender agrees, severally on a Pro Rata basis up to its Revolver Commitment, on the terms set forth herein, to make Revolver Loans to Borrowers from time to time through the Commitment Termination Date. In no event shall Lenders have any obligation to honor a request for a Revolver Loan if the unpaid balance of Revolver Loans outstanding at such time (including the requested Loan) would exceed the Borrowing Base. Each Lender agrees, severally on a Pro Rata basis, on the terms set forth herein, to make certain Revolver Loans (the “ General Revolver Loans ”) to Borrowers from time to time through the Commitment Termination Date for the purposes set forth in Section 2.1.3 . In no event shall Lenders have any obligation to honor a request for a General Revolver