Underwriting Agreement

EXHIBIT 1.1

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

5,699,900 COMMON UNITS

REPRESENTING LIMITED PARTNER INTERESTS

Underwriting Agreement

January [__], 2006

Goldman, Sachs & Co.
Deutsche Bank Securities Inc.
Raymond James & Associates, Inc.
Petrie Parkman & Co., Inc.
c/o Goldman, Sachs & Co.,
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:

     Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “ Partnership ” or the “ MLP ”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “ Underwriters ”) an aggregate of 5,699,900 common units representing limited partner interests in the Partnership (“ Common Units ”) and, at the election of the Underwriters, up to 854,985 additional Common Units. The aggregate of 5,699,900 Common Units is herein called the “ Firm Units ” and the aggregate of 854,985 additional Common Units is herein called the “ Optional Units .” The Firm Units and the Optional Units that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “ Units. ” As part of the public offering of the Units contemplated hereby (the “ Offering ”), the Underwriters have agreed to reserve out of the Firm Units up to 645,000 Common Units for sale to certain officers, employees and directors of the MLP and the General Partner (as defined below) and their affiliates and certain family members (collectively, the “ Participants ”), as set forth in the Prospectus (as defined in Section 1) under the caption “Underwriting” (the “ Directed Unit Program ”).

     The Partnership was formed to acquire, own and operate certain refineries, a terminal and certain storage facilities for specialty hydrocarbon and fuel products in Louisiana and Illinois held by Calumet Lubricants Co., Limited Partnership, an Indiana limited partnership (“ Calumet ”), and certain of its subsidiaries, as described more particularly in the Prospectus. At each Time of Delivery (as defined in Section 4), the Partnership will operate its business through Calumet and its subsidiaries. Calumet LP GP, LLC, a Delaware limited liability company (the “ OLP GP ”), will be the general partner of Calumet. Calumet Operating, LLC, a Delaware limited liability company (the “ Operating Company ” or the “ OLLC ”), will be the sole member of the OLP GP and the sole limited partner of Calumet. Calumet GP, LLC, a Delaware limited liability company (the “ General Partner ”), is the general partner of the Partnership. Calumet, the OLP GP, the General Partner, the Partnership and the Operating Company are hereinafter referred to collectively as the “ Calumet Parties .” The General

Partner, the Partnership, the Operating Company, Calumet, the OLP GP and the Operating Subsidiaries (as defined below) are hereinafter referred to collectively as the “ Partnership Entities .”

     Furthermore, as of the date hereof:

     (a) The Heritage Group, an Indiana general partnership (“ Heritage ”), owns a 56.7% limited partner interest in Calumet, and affiliates of Heritage own an 85% interest in Calumet, Incorporated, an Indiana corporation (“ Calumet Inc. ”);

     (b) Fred M. Fehsenfeld, Jr. and certain associated trusts (collectively, “ Fehsenfeld ”), own a 12.5% limited partner interest in Calumet;

     (c) The Grube Family, Indiana residents, and certain of their affiliates and associated trusts (collectively, “ Grube ”), own a 20.8% limited partner interest in Calumet and a 15% interest in Calumet Inc.;

     (d) Calumet Inc. owns a 10% general partner interest in Calumet;

     (e) Calumet holds all assets related to its refineries located in Princeton, Louisiana and Cotton Valley, Louisiana, its terminal located in Burnham, Illinois and certain distribution-related assets (the “ Contributed Assets ”); and

     (f) Calumet Shreveport, LLC, an Indiana limited liability company (“ Calumet Shreveport ”), through its ownership of Calumet Shreveport Lubricants & Waxes, LLC, an Indiana limited liability company (“ Shreveport Lubes ”), and Calumet Shreveport Fuels, LLC, an Indiana limited liability company (“ Shreveport Fuels ”), holds all assets related to Calumet’s refinery in Shreveport, Louisiana (the “ Shreveport Assets ”). Shreveport Lubes, Shreveport Fuels, Calumet Pennsylvania LLC, a Delaware limited liability company (“ Newco ”), Calumet Holding, LLC, a Delaware limited liability company (“Holding”), and Calumet Sales Company Incorporated, a Delaware corporation (“ Reseller ”), are wholly owned subsidiaries of Calumet.

     Prior to the date hereof, Calumet and its subsidiaries entered into Credit Agreements dated as of December 9, 2005 and related documents (collectively, the “ Credit Agreements ”) providing for two $225 million credit facilities.

     On or prior to the First Time of Delivery (as defined herein), the parties thereto will enter into a Contribution, Conveyance and Assumption Agreement (the “ Contribution Agreement ”) pursuant to which the following transactions will occur:

and Fehsenfeld will contribute an amount of cash to the General Partner to increase their interest in the General Partner to 19%.

     The Fehsenfeld Units sold directly by the Partnership referenced in clause (k) above are sometimes herein referred to as the “ Non-Underwritten Units .” None of the Underwriters are acting

as underwriter, placement agent or otherwise in connection with the sale of the Fehsenfeld Units by the Partnership, and the Fehsenfeld Units are not part of the underwritten Offering. The sale of such Non-Underwritten Units directly by the Partnership is herein referred to as the “ Non-Underwritten Sale .” The Underwriters will receive no commission or discount on, and shall not participate in the offer, sale or distribution of, the Non-Underwritten Units.

     The transactions described directly above in clauses (a)-(k) are referred to as the “ Transactions .” In connection with the Transactions, the parties to the Transactions entered or will enter into various bills of sale, assignments, conveyances, articles of conversion, contribution agreements and related documents (collectively with the Contribution Agreement, the “ Contribution Documents ”). Calumet Shreveport, Shreveport Fuels and Shreveport Lubes are hereinafter referred to collectively as the “ Operating LLCs. ” Calumet, the Operating LLCs and Reseller are hereinafter referred to collectively as the “ Operating Subsidiaries .”

     1.  Representations, Warranties and Agreements of the Calumet Parties . The Calumet Parties, jointly and severally, represent and warrant to, and agree with, each of the Underwriters that:

     (a)  Registration . A registration statement on Form S-1 (File No. 333-128880) (the “ Initial Registration Statement ”) in respect of the Units has been filed with the Securities and Exchange Commission (the “ Commission ” or the “ SEC ”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto, to you for each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a “ Rule 462(b) Registration Statement ”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “ Act ”), which became effective upon filing, no other document with respect to the Initial Registration Statement has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “ Preliminary Prospectus ”; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “ Registration Statement ”; the Preliminary Prospectus dated January [___], 2006 relating to the Units that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “ Pricing Prospectus ”; the final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “ Prospectus ”; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Units is hereinafter called an “ Issuer Free Writing Prospectus ”). For purposes of this Agreement, “ Applicable Time ” means [___] p.m. (New York City time) on the date of this Agreement.

     (b)  No Stop Order. No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued and no proceeding for that purpose has been initiated or threatened by the Commission.

     (c)  No Material Misstatements or Omissions in Registration Statement or Prospectus . The Registration Statement conforms, and any further amendments or supplements to the Registration Statement will, when they become effective, conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any supplement or amendment thereto will conform, when filed with the Commission under Rule 424(b), in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representation and warranty in this Section 1(c) shall not apply to any statements or omissions made in reliance upon and in conformity with written information furnished to the Partnership by an Underwriter through Goldman, Sachs & Co. expressly for use therein.

     (d)  No Material Misstatements or Omissions in Pricing Disclosure Package. The Pricing Prospectus, as supplemented by those Issuer Free Writing Prospectuses and other documents, if any, listed in Schedule II(a) hereto, taken together (collectively, the “ Pricing Disclosure Package ”), as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed in Schedule II(a) or Schedule II(b) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the statements made by the Partnership in the Pricing Prospectus, and to be made in the Prospectus and any further amendments or supplements to the Registration Statement or Prospectus within the coverage of Rule 175(b) of the rules and regulations under the Act, including (but not limited to) any projections of results of operations or statements with respect to future available cash or future cash distributions of the Partnership or the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith. Notwithstanding the foregoing, the representation and warranty in this Section 1(d) shall not apply to any statements or omissions made in the Registration Statement, the Prospectus or the Pricing Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Partnership by an Underwriter through Goldman, Sachs & Co. expressly for use therein.

     (e)  Formation and Qualification of the Partnership, Calumet, the General Partner, the OLP GP, the Operating Company, the Operating LLCs and Reseller . At or before the First Time of Delivery:

          (i) Each of the Partnership and Calumet has been duly formed and is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act (the “ Delaware LP Act ”) and the Indiana Uniform Limited Partnership Act (the “ Indiana Act ”), respectively, with full partnership power and authority necessary to enter into this Agreement, to own or lease its properties to be owned or leased at the First Time of Delivery, to assume the liabilities assumed by it pursuant to the Contribution Documents and to conduct its business to be conducted at the First Time of Delivery, in each case in all material respects as described in the Registration Statement and the Pricing Prospectus.

          (ii) Each of the General Partner, the OLP GP and the Operating Company has been duly formed and is validly existing in good standing as a limited liability company under the Delaware Limited Liability Company Act (the “ Delaware LLC Act ”) with full limited liability company power and authority to enter into this Agreement, to own or lease its properties to be owned or leased at the First Time of Delivery, to assume the liabilities assumed by it pursuant to the Contribution Documents and to conduct its business to be conducted at the First Time of Delivery, and in the case of the General Partner and the OLP GP, to act as the general partner of the Partnership and Calumet, respectively, in each case in all material respects as described in the Pricing Prospectus.

          (iii) Each of the Operating LLCs has been duly formed and is validly existing in good standing as a limited liability company under the Indiana Business Flexibility Act (the “ Indiana LLC Act ”) with full limited liability company power and authority to own or lease its properties to be owned or leased at the First Time of Delivery, to assume the liabilities assumed by it pursuant to the Contribution Documents and to conduct its business to be conducted at the First Time of Delivery, in each case in all material respects as described in the Pricing Prospectus.

          (iv) Reseller has been duly incorporated and is validly existing in good standing under the Delaware General Corporation Law (the “ DGCL ”) with full corporate power and authority to own or lease its properties to be owned or leased at the First Time of Delivery, to assume the liabilities assumed by it pursuant to the Contribution Documents, and to conduct its business to be conducted at the First Time of Delivery, in each case in all material respects as described in the Pricing Prospectus.

     (f)  Foreign Qualifications of the Partnership Entities. Each of the Partnership Entities is, or at the First Time of Delivery will be, duly registered or qualified as a foreign limited partnership, limited liability company or corporation, as the case may be, for the transaction of business under the laws of each jurisdiction in which the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification necessary, except where the failure so to register or qualify would not (i) have a material adverse effect on the condition (financial or otherwise), business, prospects or results of operations of the Partnership Entities taken as a whole (a “ Material Adverse Effect ”), or (ii) subject the limited partners of the Partnership to any material liability or disability.

     (g)  Ownership of the General Partner Interest in the Partnership . At each Time of Delivery, after giving effect to the Transactions, the General Partner will be the sole general partner of the Partnership with a 2.0% general partner interest in the Partnership; such general partner interest will be duly authorized and validly issued in accordance with the partnership agreement of the Partnership (as the same may be amended or restated at or prior to any Time of Delivery, the “ Partnership

Agreement ”); and the General Partner will own such general partner interest free and clear of all liens, encumbrances (except restrictions on transferability as described in the Prospectus), security interests, charges or claims.

     (h)  Ownership of Sponsor Units, Fehsenfeld Units and Incentive Distribution Rights . At the First Time of Delivery, after giving effect to the Transactions, (i) Heritage will own [___] Common Units and [___] Subordinated Units; (ii) Fehsenfeld will own [___] Common Units and [___] Subordinated Units; (iii) Grube will own [___] Common Units and [___] Subordinated Units, and (iv) Calumet Inc. will own [___] Common Units and [___] Subordinated Units (collectively, the “ Sponsor Units ”); (v) the Fehsenfeld Investors will own the Fehsenfeld Units; and (vi) the General Partner will own all of the Incentive Distribution Rights; and all of such Sponsor Units, the Fehsenfeld Units and Incentive Distribution Rights and the limited partner interests represented thereby will be duly authorized and validly issued in accordance with the Partnership Agreement, and will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in the Pricing Prospectus under the caption “The Partnership Agreement — Limited Liability”); and each of Heritage, Fehsenfeld, Grube and Calumet Inc. will own such Sponsor Units, and the General Partner will own the Incentive Distribution Rights, free and clear of all liens, encumbrances (except restrictions on transferability as described in the Prospectus), security interests, charges or claims.

     (i)  Valid Issuance of the Units . At the First Time of Delivery, there will be issued to the Underwriters the Firm Units (assuming no purchase by the Underwriters of Optional Units); at the First Time of Delivery or the Second Time of Delivery, as the case may be, the Firm Units or the Optional Units, as the case may be, and the limited partner interests represented thereby will be duly authorized by the Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in the Pricing Prospectus under the caption “The Partnership Agreement — Limited Liability”); and other than the Sponsor Units, the Fehsenfeld Units and the Incentive Distribution Rights, the Units will be the only limited partner interests of the Partnership issued and outstanding at either Time of Delivery.

     (j)  Ownership of the Membership Interest in Operating Company . At each Time of Delivery, after giving effect to the Transactions, the Partnership will own a 100% membership interest in the Operating Company; such membership interest will have been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (as the same may be amended or restated at or prior to each Time of Delivery, the “ Operating Company Agreement ”) and will be fully paid (to the extent required under the Operating Company Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and the Partnership will own such membership interest free and clear of all liens, encumbrances (except restrictions on transferability as described in the Pricing Prospectus), security interests, charges or claims, other than those arising under the Credit Agreements.

     (k)  Ownership of the Membership Interests in the OLP GP . At each Time of Delivery, after giving effect to the Transactions, the Operating Company will own a 100% membership interest in the OLP GP; such membership interest will have been duly authorized and validly issued in accordance

with the limited liability company agreement of the OLP GP (as the same may be amended or restated at or prior to each Time of Delivery, the “ OLP GP Agreement ”) and will be fully paid (to the extent required under the OLP GP Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and the Operating Company will own such membership interest free and clear of all liens, encumbrances (except restrictions on transferability as described in the Pricing Prospectus), security interests, charges or claims, other than those arising under the Credit Agreements.

     (l)  Ownership of the General Partner Interest in Calumet. At each Time of Delivery, after giving effect to the Transactions, the OLP GP will be the sole general partner of Calumet with a 10% general partner interest in Calumet; such general partner interest will be duly authorized and validly issued in accordance with the partnership agreement of Calumet (as the same may be amended or restated at or prior to each Time of Delivery, the “ Calumet Agreement ”); and the OLP GP will own such general partner interest free and clear of all liens, encumbrances (except restrictions on transferability as described in the Pricing Prospectus), security interests, charges or claims, other than those arising under the Credit Agreements.

     (m)  Ownership of the Limited Partner Interest in Calumet. At each Time of Delivery, after giving effect to the Transactions, the Operating Company will be the sole limited partner of Calumet with a 90% limited partner interest in Calumet; such limited partner interest will have been duly authorized and validly issued in accordance with the Calumet Agreement and will be fully paid (to the extent required under the Calumet Agreement) and nonassessable (except as such nonassessability may be affected by Section [___] of the Indiana Act); and the Operating Company will own such limited partner interest free and clear of all liens, encumbrances, security interests, charges or claims, other than those arising under the Credit Agreements.

     (n)  Ownership of the Membership Interests in the General Partner . At each Time of Delivery, after giving effect to the Transactions, Heritage, Grube and Fehsenfeld will own a 51%, 30% and 19% membership interest in the General Partner, respectively; such membership interests will have been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner (as the same may be amended or restated at or prior to each Time of Delivery, the “ General Partner Agreement ”) and will be fully paid (to the extent required under the General Partner Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and Heritage, Grube and Fehsenfeld will own such membership interests free and clear of all liens, encumbrances (except restrictions on transferability contained in the General Partner Agreement), security interests, charges or claims.

     (o)  Ownership of Calumet Shreveport. At each Time of Delivery, after giving effect to the Transactions, Calumet will own a 100% membership interest in Calumet Shreveport; such membership interests will be duly authorized and validly issued in accordance with the respective limited liability company agreements of Calumet Shreveport (as the same may be amended or restated at or prior to each Time of Delivery, the “ Calumet Shreveport Agreement ”) and will be fully paid (to the extent required under the Calumet Shreveport Agreement) and nonassessable (except as such nonassessability may be affected by Section [___] of the Indiana LLC Act); and Calumet will own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims, other than those arising under the Credit Agreements.

     (p)  Ownership of Shreveport Lubes and Shreveport Fuels. At each Time of Delivery, after giving effect to the Transactions, Calumet Shreveport will own a 100% membership interest in each of Shreveport Lubes and Shreveport Fuels; such membership interests will be duly authorized and validly issued in accordance with the respective limited liability company agreements of Shreveport Lubes and Shreveport Fuels (as the same may be amended or restated at or prior to each Time of Delivery, the “ Shreveport Subsidiary Agreements ”) and will be fully paid (to the extent required under the Shreveport Subsidiary Agreements) and nonassessable (except as such nonassessability may be affected by Section [___] of the Indiana LLC Act); and Calumet Shreveport will own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims, other than those arising under the Credit Agreements.

     (q)  Ownership of Reseller . At each Time of Delivery, after giving effect to the Transactions, Calumet will own 100% of the capital stock of Reseller; such capital stock will be duly authorized and validly issued in accordance with the charter and bylaws of Reseller (as the same may be amended or restated at or prior to each Time of Delivery, the “ Reseller Charter Documents ”) and will be fully paid and nonassessable; and Calumet will own such capital stock free and clear of all liens, encumbrances, security interests, charges or claims, other than those arising under the Credit Agreements.

     (r)  No Other Subsidiaries . Other than the Partnership’s ownership of its 100% membership interest in the Operating Company, the Operating Company’s ownership of its 90% limited partner interest in Calumet and 100% membership interest in the OLP GP, the OLP GP’s ownership of its 10% general partner interest in Calumet, Calumet’s ownership of its 100% equity interest in Reseller and its 100% membership in Calumet Shreveport, and Calumet Shreveport’s 100% membership interest in each of the Shreveport Subsidiaries, none of the Partnership, the Operating Company or the Operating Subsidiaries owns, and at each Time of Delivery, none will own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity. At each Time of Delivery, the General Partner, the Partnership, the Operating Company and the OLP GP will not own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity other than their respective partnership interests in the Partnership, the Operating Company, the OLP GP and Calumet.

     (s)  No Preemptive Rights, Registration Rights or Options . Except as described in the Pricing Prospectus, and except for restrictions on transfer of units of the General Partner contained in the General Partner Agreement, there are no options, warrants, preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any partnership or membership interests in any Partnership Entity, in each case pursuant to the Partnership Agreement, the Operating Company Agreement, the General Partner Agreement, the OLP GP Agreement, the Calumet Agreement, the Shreveport Agreement, the Shreveport Subsidiary Agreements and the Reseller Charter Documents (all such agreements, collectively, the “ Organizational Agreements ”) or the certificates of limited partnership or formation and other organizational documents of the Partnership Entities (collectively with the Organizational Agreements, the “ Organizational Documents ”) or any other agreement or instrument to which any of such entities is a party or by which any one of them may be bound. Neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Units

or other securities of the Partnership, other than (i) as described in the Pricing Prospectus and the Partnership Agreement and (ii) as have been waived.

     (t)  Authority and Authorization . The Partnership has all requisite power and authority to issue, sell and deliver (i) the Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement and (ii) the Sponsor Units and Incentive Distribution Rights, in accordance with and upon the terms and conditions set forth in the Contribution Agreement and the Partnership Agreement. At each Time of Delivery, all corporate, partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities or any of their stockholders, members or partners for the authorization, issuance, sale and delivery of the Units, the Fehsenfeld Units, the Sponsor Units and Incentive Distribution Rights, the execution and delivery by the Partnership Entities of the Operative Agreements (as defined in Section 1(v) hereof) and the consummation of the transactions (including the Transactions) contemplated by this Agreement and the Operative Agreements, shall have been validly taken.

     (u)  Due Execution and Delivery of Underwriting Agreement . This Agreement has been duly executed and delivered by each of the Calumet Parties.

     (v)  Enforceability of Other Agreements . At or before the First Time of Delivery:

          (i) The Partnership Agreement will have been duly authorized, executed and delivered by the General Partner, Heritage, Calumet Inc., Fehsenfeld and Grube as the “Organizational Limited Partners” and will be a valid and legally binding agreement of the General Partner, Heritage, Calumet Inc., Fehsenfeld and Grube as the Organizational Limited Partners, enforceable against the General Partner, Heritage, Calumet Inc., Fehsenfeld and Grube as the Organizational Limited Partners in accordance with its terms;

          (ii) The Operating Company Agreement will have been duly authorized, executed and delivered by the Partnership and will be a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms;

          (iii) The OLP GP Agreement will have been duly authorized, executed and delivered by the Operating Company and will be a valid and legally binding agreement of the Operating Company, enforceable against the Operating Company in accordance with its terms;

          (iv) The General Partner Agreement will have been duly authorized, executed and delivered by Heritage, Grube and Fehsenfeld and will be a valid and legally binding agreement of Heritage, Grube and Fehsenfeld, enforceable against Heritage, Grube and Fehsenfeld in accordance with its terms;

          (v) Each of the Shreveport Subsidiary Agreements will be duly authorized, executed and delivered by Calumet Shreveport and will be a valid and legally binding agreement of Calumet Shreveport, enforceable against Calumet Shreveport in accordance with its terms;

          (vi) The Calumet Shreveport Agreement will be duly authorized, executed and delivered by Calumet and will be valid and legally binding agreements of Calumet, enforceable against Calumet in accordance with its terms;

          (vii) The Calumet Agreement will be duly authorized, executed and delivered by the OLP GP and the Partnership and will be a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms;

          (viii) Each of the Contribution Documents will have been duly authorized, executed and delivered by the parties thereto and will be valid and legally binding agreements of the parties thereto enforceable against such parties in accordance with their respective terms;

          (ix) An omnibus agreement dated as of the First Time of Delivery (the “ Omnibus Agreement ”) will have been duly authorized, executed and delivered by each of the parties thereto and will be a valid and legally binding agreement of each of them enforceable against each of them in accordance with its terms;

          (x) The Fehsenfeld Purchase Agreement will have been duly authorized, executed and delivered by the Partnership and the Fehsenfeld Investors and will be a valid and legally binding agreement of the parties thereto enforceable against each of them in accordance with its terms; and

          (xi) The Credit Agreements will have been duly authorized, executed and delivered by each of the parties thereto and will be valid and legally binding agreements of each of them enforceable against each of them in accordance with its terms;

provided that, with respect to each agreement described in this Section 1(v), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, further, that the indemnity and contribution provisions contained therein may be limited by applicable laws or public policy. The Organizational Agreements, the Contribution Documents, the Omnibus Agreement, the Fehsenfeld Purchase Agreement and the Credit Agreements are herein collectively referred to as the “ Operative Agreements .”

     (w)  No Conflicts . None of the offering, issuance and sale by the Partnership of the Units, the execution, delivery and performance of this Agreement or the Operative Agreements by the Partnership Entities which are parties hereto or thereto, or the consummation of the transactions contemplated hereby and thereby (including the Transactions) (i) conflicts or will conflict with or constitutes or will constitute a violation of the Organizational Documents, (ii) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default under (or an event which, with notice or lapse of time or both, would constitute such a default), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties may be bound or subject, (iii) violates or will violate any statute, law or regulation or any order, rule, judgment, decree or injunction of any court or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their properties or (iv) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations or defaults, in the case of clauses (ii), (iii) or (iv), would, individually or in the aggregate, have a Material Adverse Effect or would materially impair the ability of any of the Partnership Entities to perform their obligations under this Agreement or the Operative Documents.

     (x)  No Consents . No consent, approval, authorization, order, registration, filing or qualification (“ consent ”) of or with any court, governmental agency or body having jurisdiction over the Partnership Entities or their respective properties or assets is required for the offering, issuance and sale by the Partnership of the Units, the execution, delivery and performance of this Agreement and the Operative Agreements by the Partnership Entities party thereto, or the consummation by the Partnership Entities of the transactions contemplated by this Agreement and the Operative Agreements (including the Transactions), except (i) for such consents required under the Securities Act, the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), (ii) for such consents required under state securities or “Blue Sky” laws in connection with the purchase and distribution of the Units by the Underwriters, (iii) for such consents which have been, or prior to the First Time of Delivery will be, obtained, (iv) for such consents which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect and (v) as disclosed in the Pricing Prospectus.

     (y)  No Default . None of the Partnership Entities is in (i) violation of its certificate or agreement of limited partnership, limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents, (ii) violation of any law, statute, ordinance, administrative or governmental rule or regulation applicable to it or of any decree of any court or governmental agency or body having jurisdiction over it or (iii) breach, default (or an event which, with notice or lapse of time or both, would constitute such a default) or violation in the performance of any material obligation, agreement, covenant or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any agreement, indenture, lease or other instrument to which it is a party or by which it or any of its properties may be bound, which breach, default or violation, in the case of clauses (ii) and (iii), would, if continued, have a Material Adverse Effect, or could materially impair the ability of any of the Partnership Entities to perform their obligations under this Agreement or the Operative Agreements. To the knowledge of the Calumet Parties, no third party to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them is bound or to which any of their properties is subject, is in default under any such agreement, which breach, default or violation would, if continued, have a Material Adverse Effect.

     (z)  Conformity of Securities to Description in the Pricing Prospectus and the Prospectus . The Units, when issued and delivered in accordance with the terms of the Partnership Agreement against payment therefor as provided herein, and the Sponsor Units, the Fehsenfeld Units and the Incentive Distribution Rights, when issued and delivered in accordance with the terms of the Partnership Agreement, will conform in all material respects to the descriptions thereof contained in the Prospectus.

     (aa)  Investment Company . None of the Partnership Entities is now, and after giving effect to the offering and sale of the Units and the application of the proceeds thereof will be, an “investment company” or a company “controlled by” an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended (the “ Investment Company Act ”).

     (bb)  Independent Public Accountants . Ernst & Young LLP, who have certified certain audited financial statements of Calumet, the Partnership and the General Partner included in the Registration Statement, the Pricing Prospectus and the Prospectus (or any amendment or supplement

thereto) is an independent registered public accounting firm with respect to such entities as required by the Act and the rules and regulations of the Commission thereunder.

     (cc)  Financial Statements . At September 30, 2005, the Partnership would have had, on the consolidated pro forma basis indicated in the Prospectus (and any amendment or supplement thereto), a capitalization as set forth therein. The historical financial statements (including the related notes and supporting schedules) included in the Registration Statement, the Pricing Prospectus or the Prospectus (and any amendment or supplement thereto) present fairly in all material respects the financial position, results of operations and cash flows of the entities purported to be shown thereby on the basis stated therein at the respective dates or for the respective periods to which they apply and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except to the extent disclosed therein. The selected historical and pro forma financial information set forth in the Registration Statement, the Pricing Prospectus and the Prospectus (and any amendment or supplement thereto) under the caption “Selected Historical and Pro Forma Financial and Operating Data” is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical consolidated financial statements and pro forma financial statements from which it has been derived. The pro forma financial statements of the Partnership included in the Registration Statement, the Pricing Prospectus and the Prospectus (and any amendment or supplement thereto) have been prepared in all material respects in accordance with the applicable accounting requirements of Article 11 of Regulation S-X of the Commission; the assumptions used in the preparation of such pro forma financial statements are, in the opinion of the management of the Calumet Parties, reasonable; and the pro forma adjustments reflected in such pro forma financial statements have been properly applied to the historical amounts in compilation of such pro forma financial statements.

     (dd)  Sarbanes-Oxley Act of 2002 . The Partnership is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002, the Rules and Regulations thereunder and the rules of the National Association of Securities Dealers Automated Quotations National Market System (“ NASDAQ ”) that are effective and applicable to the Partnership.

     (ee)  Sufficiency of Transferred Assets Under the Contribution Documents . The Contribution Documents will be legally sufficient to transfer or convey to the Operating Subsidiaries all properties not already held by them that are, individually or in the aggregate, required to enable the Operating Subsidiaries to conduct their operations in all material respects as contemplated by the Pricing Prospectus, subject to the conditions, reservations, encumbrances and limitations contained in the Contribution Documents and those set forth in the Pricing Prospectus. The Operating Subsidiaries, as the case may be, upon execution and delivery of the Contribution Documents, will succeed in all material respects to the business, assets, properties, liabilities and operations reflected by the pro forma financial statements of the Partnership, except as disclosed in the Pricing Prospectus and the Contribution Documents.

     (ff)  No Material Changes . None of the Partnership Entities has sustained since the date of the latest audited financial statements included in the Pricing Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, investigation, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as

of which information is given in the Pricing Prospectus, there has not been any change in the capitalization or long-term debt of any of the Partnership Entities or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, partners’ capital, members’ equity, or results of operations of any of the Partnership Entities, taken as a whole, otherwise than as set forth or contemplated in the Pricing Prospectus.

     (gg)  Title to Real Property . At each Time of Delivery, the Operating Company and the Operating Subsidiaries, as the case may be, will have good and indefeasible title to all real property (save and except “rights-of-way” (as defined in subsection (hh) below)) and good title to all personal property owned by them, in each case free and clear of all (i) liens and security interests except liens or security interests securing indebtedness incurred, assumed or agreed to by the Operating Company, Calumet or any of the Operating Subsidiaries specifically listed in any of the Contribution Documents or (ii) other claims and other encumbrances (other than liens or security interests) except, in each case, (1) as described, and subject to the limitations contained, in the Pricing Prospectus or (2) such as do not materially affect the value of such property and do not materially interfere with the use of such properties taken as a whole as they have been used in the past and are proposed to be used in the future, provided that, with respect to any real property and buildings held under lease by the Operating Company, Calumet and the Operating Subsidiaries, such real property and buildings are held under valid and subsisting and enforceable leases with such exceptions as do not materially interfere with the use of the properties of the Partnership Entities taken as a whole as they have been used in the past and are proposed to be used in the future.

     (hh)  Rights-of-Way . At each Time of Delivery, each of the Partnership Entities will have such consents, easements, rights-of-way, permits or licenses from each person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described, and subject to the limitations contained, in the Pricing Prospectus, except for (i) qualifications, reservations and encumbrances as may be set forth in the Pricing Prospectus which are not reasonably expected to have a material adverse effect upon the ability of the Partnership Entities, taken as a whole, to conduct their businesses in all material respects as currently conducted and as contemplated by the Prospectus to be conducted and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a material adverse effect upon the ability of the Partnership Entities, taken as a whole, to conduct their businesses in all material respects as currently conducted and as contemplated by the Pricing Prospectus to be conducted; other than as set forth, and subject to the limitations contained, in the Pricing Prospectus, each of the Partnership Entities has, or at each Time of Delivery will have, fulfilled and performed all its material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect upon the ability of the Partnership Entities, taken as a whole, to conduct their businesses in all material respects as currently conducted and as contemplated by the Prospectus to be conducted; and, except as described in the Pricing Prospectus, none of such rights-of-way contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

     (ii)  Permits . Each of the Partnership Entities has, or at each Time of Delivery, will have such permits, consents, licenses, franchises, certificates and authorizations of governmental or

regulatory authorities (“ permits ”) as are necessary to own its properties and to conduct its business in the manner described in the Pricing Prospectus, subject to such qualifications as may be set forth in the Pricing Prospectus and except for such permits which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect; each of the Partnership Entities has, or at each Time of Delivery will have, fulfilled and performed all its material obligations with respect to such permits which are due to have been fulfilled and performed by such date and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any impairment of the rights of the holder of any such permit, except for such revocations, terminations and impairments that would not, individually or in the aggregate, have a Material Adverse Effect.

     (jj)  Books and Records . The Partnership (i) makes and keeps books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets and (ii) maintains systems of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     (kk)  Tax Returns . Each of the Partnership Entities has filed (or has obtained extensions with respect to) all material federal, state and foreign income and franchise tax returns required to be filed through the date hereof, which returns are complete and correct in all material respects, and has timely paid all taxes shown to be due pursuant to such returns, other than those (i) which, if not paid, would not have a Material Adverse Effect, or (ii) which are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles.

     (ll)  Environmental Matters . Except as described in the Pricing Prospectus, the Partnership Entities (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety and the environment or imposing liability or standards of conduct concerning any Hazardous Material (as hereinafter defined) (“ Environmental Laws ”), (ii) have received all permits required of them under applicable Environmental Laws to conduct their respective businesses as they are currently being operated, (iii) are in compliance with all terms and conditions of any such permits, and (iv) to the knowledge of the Calumet Parties, do not have any liability in connection with the release into the environment of any Hazardous Material, except where such noncompliance with Environmental Laws, failure to receive required permits, failure to comply with the terms and conditions of such permits or liability in connection with such releases, would not, individually or in the aggregate, have a Material Adverse Effect. The term “ Hazardous Material ” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material, waste or substance regulated under or within the meaning of any other Environmental Law.

     (mm)  No Labor Dispute. No labor dispute with the employees of the Partnership Entities exists, or, to the knowledge of the Calumet Parties, is imminent that is reasonably likely to result in a Material Adverse Effect.

     (nn)  Insurance . The Partnership Entities maintain, or are entitled to the benefits of, insurance covering their properties, operations, personnel and businesses against such losses and risks as are reasonably adequate to protect them and their businesses. None of the Partnership Entities has received notice from any insurer or agent of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue such insurance, and all such insurance is outstanding and duly in force on the date hereof and will be outstanding and duly in force on each Time of Delivery.

     (oo)  Legal Proceedings. Other than as set forth in the Registration Statement and the Pricing Prospectus, there are no legal or governmental proceedings pending or, to the knowledge of the Calumet Parties, threatened against any of the Calumet Parties or to which any of the Partnership Entities is a party or of which any property of any of the Partnership Entities is the subject that is required to be described in the Registration Statement or the Pricing Prospectus but are not described as required.

     (pp)  Private Placement . The sale and issuance of the Sponsor Units to the General Partner, Heritage, Fehsenfeld and Grube and the Incentive Distribution Rights to the General Partner pursuant to the Partnership Agreement are exempt from the registration requirements of the Act and the securities laws of any state having jurisdiction with respect thereto, and none of the Partnership Entities has taken or will take any action that would cause the loss of such exemption.

     (qq)  Trading . The Units have been approved for trading and quotation on the NASDAQ National Market.

     (rr)  Directed Unit Sales. None of the Units distributed in connection with the Directed Unit Program will be offered or sold outside of the United States. None of the Partnership Entities has offered, or caused the Underwriters to offer, Units to any person pursuant to the Directed Unit Program with the specific intent to unlawfully influence (i) a customer or supplier of the Partnership Entities to alter the customer’s or supplier’s level or type of business with the Partnership Entities, or (ii) a trade journalist or publication to write or publish favorable information about the Partnership Entities or their products or services.

     (ss)  Not Ineligible Issuer. At the time of filing the Initial Registration Statement, the Partnership was not and is not an “ineligible issuer,” as defined in Rule 405 under the Act.

     2. Subject to the terms and conditions herein set forth, (a) the Partnership agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Partnership, at a purchase price per unit of $[______], the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Units as provided below, the Partnership agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Partnership, at the purchase price per unit set forth in

clause (a) of this Section 2, that portion of the number of Optional Units as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional units) determined by multiplying such number of Optional Units by a fraction, the numerator of which is the maximum number of Optional Units which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Units that all of the Underwriters are entitled to purchase hereunder.

     The Partnership hereby grants to the Underwriters the right to purchase at their election up to an aggregate of 854,985 Optional Units, at the purchase price per unit set forth in the paragraph above, for the sole purpose of covering sales of units in excess of the number of Firm Units. Any such election to purchase Optional Units may be exercised only by written notice from you to the Partnership, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Units to be purchased and the date on which such Optional Units are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Partnership otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

     3.  Offering of Units by the Underwriters. Upon the authorization by you of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale upon the terms and conditions set forth in the Prospectus.

     4.  Delivery and Payment for the Units. (a) The Units to be purchased by each Underwriter hereunder, in book entry form, and in such authorized denominations and registered in such names as Goldman, Sachs & Co. may request upon at least forty-eight hours’ prior notice to the Partnership, shall be delivered by or on behalf of the Partnership to Goldman, Sachs & Co., through the facilities of The Depository Trust Company (“ DTC ”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Partnership to Goldman,