10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                      TO                     

Commission File number 000-51734

Calumet Specialty Products Partners, L.P.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	37-1516132 (I.R.S. Employer Identification Number)
2780 Waterfront Parkway East Drive, Suite 200 Indianapolis, Indiana (Address of principal executive officers)	46214 (Zip code)

Registrant’s telephone number including area code (317) 328-5660

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Registration S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

     At November 4, 2011, there were 51,529,778 common units outstanding.

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
QUARTERLY REPORT
For the Three and Nine Months Ended September 30, 2011

Table of Contents

	Page
Part I
Item 1. Financial Statements
Condensed Consolidated Balance Sheets		5
Unaudited Condensed Consolidated Statements of Operations		6
Unaudited Condensed Consolidated Statements of Partners’ Capital		7
Unaudited Condensed Consolidated Statements of Cash Flows		8
Notes to Unaudited Condensed Consolidated Financial Statements		9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		37
Item 3. Quantitative and Qualitative Disclosures About Market Risk		55
Item 4. Controls and Procedures		57
Part II
Item 1. Legal Proceedings		58
Item 1A. Risk Factors		58
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		63
Item 3. Defaults Upon Senior Securities		63
Item 4. Removed and Reserved		63
Item 5. Other Information		63
Item 6. Exhibits		64
EX-2.1
EX-10.2
EX-31.1
EX-31.2
EX-32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

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FORWARD-LOOKING STATEMENTS

     This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements can be identified by the use of forward-looking terminology including “may,” “intend,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” or other similar words. The statements regarding (i) estimated capital expenditures as a result of the required audits or required operational changes included in our settlement with the Louisiana Department of Environmental Quality (“LDEQ”) or other environmental and regulatory liabilities, (ii) our anticipated levels of, use and effectiveness of derivatives to mitigate our exposure to crude oil price changes and fuel products price changes, (iii) the estimated purchase price, future benefits and risks and all other discussion with respect to the Superior Acquisition (as defined in this Quarterly Report) and (iv) our ability to meet our financial commitments, minimum quarterly distributions to our unitholders, debt service obligations, credit agreement covenants, contingencies and anticipated capital expenditures, as well as other matters discussed in this Quarterly Report that are not purely historical data, are forward-looking statements. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our forecasts for our existing operations and do not include the potential impact of any future acquisitions. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to:

• our plans, objectives, expectations and intentions with respect to the future operations of the Superior refinery and associated assets;

• our ability to meet our expectations with respect to our future financial results after the Superior Acquisition;

• our ability to successfully integrate the Superior Business (as defined in this Quarterly Report);

• the overall demand for specialty hydrocarbon products, fuels and other refined products;

• our ability to produce specialty products and fuels that meet our customers’ unique and precise specifications;

• the impact of fluctuations and rapid increases or decreases in crude oil and crack spread prices, including the resulting impact on our liquidity;

• the results of our hedging and other risk management activities;

• our ability to comply with financial covenants contained in our debt instruments;

• the availability of, and our ability to consummate, acquisition or combination opportunities and the impact of any completed acquisitions;

• labor relations;

• our access to capital to fund expansions, acquisitions and our working capital needs and our ability to obtain debt or equity financing on satisfactory terms;

• successful integration and future performance of acquired assets, businesses or third-party product supply and processing relationships;

• environmental liabilities or events that are not covered by an indemnity, insurance or existing reserves;

• maintenance of our credit ratings and ability to receive open credit lines from our suppliers;

• demand for various grades of crude oil and resulting changes in pricing conditions;

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• fluctuations in refinery capacity;

• the effects of competition;

• continued creditworthiness of, and performance by, counterparties;

• the impact of current and future laws, rulings and governmental regulations, including guidance related to the Dodd-Frank Wall Street Reform and Consumer Protection Act;

• shortages or cost increases of power supplies, natural gas, materials or labor;

• hurricane or other weather interference with business operations;

• fluctuations in the debt and equity markets;

• accidents or other unscheduled shutdowns; and

• general economic, market or business conditions.

     For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see (1) Part I, Item 3 “Quantitative and Qualitative Disclosures About Market Risk” and Part II, “Item 1A. Risk Factors” elsewhere in this report and (2) Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (“2010 Annual Report”).

     All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the foregoing. We undertake no obligation to publicly release the results of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

     References in this Quarterly Report to “Calumet Specialty Products Partners, L.P.,” “the Company,” “we,” “our,” “us” or like terms refer to Calumet Specialty Products Partners, L.P. and its subsidiaries. References in this Quarterly Report to “our general partner” refer to Calumet GP, LLC, the general partner of the Company.

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PART I

Item 1. Financial Statements

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2011			December 31, 2010
	(Unaudited)
	(In thousands, except unit data)
ASSETS
Current assets:
Cash and cash equivalents	$	66		$	37
Accounts receivable:
Trade		198,888			157,185
Other		34,106			776
		232,994			157,961
Inventories		446,506			147,110
Prepaid expenses and other current assets		4,547			1,909
Deposits		2,520			2,094
Total current assets		686,633			309,111
Property, plant and equipment, net		843,111			612,433
Goodwill		48,335			48,335
Other intangible assets, net		24,423			29,666
Other noncurrent assets, net		39,094			17,127
Total assets	$	1,641,596		$	1,016,672
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable	$	232,589		$	146,730
Accounts payable — related party		1,488			27,985
Accrued salaries, wages and benefits		11,888			7,559
Taxes payable		8,850			7,174
Other current liabilities		7,544			16,605
Current portion of long-term debt		749			4,844
Derivative liabilities		160,861			32,814
Total current liabilities		423,969			243,711
Pension and postretirement benefit obligations		25,349			9,168
Other long-term liabilities		1,062			1,083
Long-term debt, less current portion		642,293			364,431
Total liabilities		1,092,673			618,393
Commitments and contingencies (Note 5)
Partners’ capital:
Limited partners’ interest (50,779,778 units and 35,279,778 units issued and outstanding at September 30, 2011 and December 31, 2010, respectively)		652,229			407,773
General partner’s interest		23,373			18,125
Accumulated other comprehensive loss		(126,679	)		(27,619	)
Total partners’ capital		548,923			398,279
Total liabilities and partners’ capital	$	1,641,596		$	1,016,672

See accompanying notes to unaudited condensed consolidated financial statements.

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CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
				(In thousands, except per unit data)
Sales	$	777,780		$	595,273		$	2,116,790		$	1,594,542
Cost of sales		681,179			533,167			1,922,760			1,451,141
Gross profit		96,601			62,106			194,030			143,401
Operating costs and expenses:
Selling, general and administrative		14,148			7,403			35,143			22,894
Transportation		23,696			23,258			69,462			63,460
Taxes other than income taxes		1,683			1,308			4,246			3,431
Insurance recoveries		—			—			(8,698	)		—
Other		543			565			1,781			1,373
Operating income		56,531			29,572			92,096			52,243
Other income (expense):
Interest expense		(12,577	)		(7,794	)		(30,602	)		(22,505	)
Debt extinguishment costs		—			—			(15,130	)		—
Realized loss on derivative instruments		(3,814	)		(2,288	)		(5,798	)		(8,147	)
Unrealized gain (loss) on derivative instruments		(20,335	)		1,931			(23,876	)		(13,835	)
Other		45			(121	)		148			(170	)
Total other expense		(36,681	)		(8,272	)		(75,258	)		(44,657	)
Net income before income taxes		19,850			21,300			16,838			7,586
Income tax expense		236			79			674			339
Net income	$	19,614		$	21,221		$	16,164		$	7,247
Allocation of net income:
Net income	$	19,614		$	21,221		$	16,164		$	7,247
Less:
General partner’s interest in net income		392			424			323			145
General partner’s incentive distribution rights		40			—			40			—
Net income attributable to limited partners	$	19,182		$	20,797		$	15,801		$	7,102
Weighted average limited partner units outstanding — basic		41,828			35,337			39,352			35,332
Weighted average limited partner units outstanding —diluted		41,837			35,352			39,368			35,351
Limited partners’ interest basic and diluted net income per unit	$	0.46		$	0.59		$	0.40		$	0.20
Cash distributions declared per limited partner unit	$	0.50		$	0.46		$	1.47		$	1.37

See accompanying notes to unaudited condensed consolidated financial statements.

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CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

	Accumulated Other			Partners’ Capital
	Comprehensive			General			Limited Partners
	Loss			Partner			Common			Subordinated			Total
				(In thousands)
Balance at December 31, 2010	$	(27,619	)	$	18,125		$	390,843		$	16,930		$	398,279
Distributions to partners		—			(1,126	)		(49,115	)		(6,141	)		(56,382	)
Subordinated unit conversion		—			—			10,789			(10,789	)		—
Comprehensive loss:
Net income		—			363			15,801			—			16,164
Cash flow hedge loss reclassified to net income		81,294			—			—			—			81,294
Change in fair value of cash flow hedges		(180,537	)		—			—			—			(180,537	)
Defined benefit pension and retiree health benefit plans		183			—			—			—			183
Comprehensive loss														(82,896	)
Issuances of common units, net		—			—			281,870			—			281,870
Contributions from Calumet GP, LLC		—			6,011			—			—			6,011
Units repurchased for phantom unit grants		—			—			(620	)		—			(620	)
Issuance of phantom units		—			—			717			—			717
Amortization of vested phantom units		—			—			1,944			—			1,944
Balance at September 30, 2011	$	(126,679	)	$	23,373		$	652,229		$	—		$	548,923

See accompanying notes to unaudited condensed consolidated financial statements.

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CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended
	September 30,
	2011			2010
	(In thousands)
Operating activities
Net income	$	16,164		$	7,247
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		43,644			44,410
Amortization of turnaround costs		8,288			6,639
Non-cash interest expense		2,363			2,879
Non-cash debt extinguishment costs		14,401			—
Provision for doubtful accounts		255			74
Unrealized loss on derivative instruments		23,876			13,835
Other non-cash activities		1,830			1,467
Changes in assets and liabilities:
Accounts receivable		(44,714	)		(42,004	)
Inventories		(109,787	)		(12,964	)
Prepaid expenses and other current assets		(1,926	)		(1,103	)
Derivative activity		4,928			849
Turnaround costs		(8,849	)		(9,041	)
Other assets		(197	)		—
Deposits		(426	)		4,767
Accounts payable		54,916			68,995
Accrued salaries, wages and benefits		2,917			(419	)
Taxes payable		1,676			769
Other liabilities		(9,082	)		1,492
Pension and postretirement benefit obligations		(836	)		(190	)
Net cash provided by (used in) operating activities		(559	)		87,702
Investing activities
Additions to property, plant and equipment		(30,667	)		(27,310	)
Proceeds from insurance recoveries — equipment		1,942			—
Superior Acquisition, including a $30,574 receivable from seller		(441,626	)		—
Proceeds from sale of equipment		219			201
Net cash used in investing activities		(470,132	)		(27,109	)
Financing activities
Proceeds from borrowings — revolving credit facility		1,152,898			745,722
Repayments of borrowings — revolving credit facility		(1,107,730	)		(753,749	)
Repayments of borrowings — term loan credit facility		(367,385	)		(2,888	)
Payments on capital lease obligations		(802	)		(1,023	)
Proceeds from issuances of common units, net		281,870			793
Proceeds from 2019 senior notes offerings		586,000			—
Debt issuance costs		(23,140	)		—
Contributions from Calumet GP, LLC		6,011			18
Common units repurchased for vested phantom unit grants		(620	)		(248	)
Distributions to partners		(56,382	)		(49,179	)
Net cash provided by (used in) financing activities		470,720			(60,554	)
Net increase in cash and cash equivalents		29			39
Cash and cash equivalents at beginning of period		37			49
Cash and cash equivalents at end of period	$	66		$	88
Supplemental disclosure of cash flow information
Interest paid	$	13,381		$	19,635
Income taxes paid	$	548		$	138

See accompanying notes to unaudited condensed consolidated financial statements.

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CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)

1. Description of the Business

     Calumet Specialty Products Partners, L.P. (the “Company”) is a Delaware limited partnership. The general partner of the Company is Calumet GP, LLC, a Delaware limited liability company. As of September 30, 2011, the Company had 50,779,778 common units and 1,036,322 general partner units outstanding. The number of common units outstanding includes 13,066,000 common units that converted from subordinated units on February 16, 2011. There are no longer any subordinated units outstanding. Refer to Note 10 for additional information. The general partner owns 2% of the Company while the remaining 98% is owned by limited partners. The Company is engaged in the production and marketing of crude oil-based specialty lubricating oils, white mineral oils, solvents, petrolatums, waxes and fuels. The Company owns facilities located in Shreveport, Louisiana (“Shreveport”); Superior, Wisconsin (“Superior”); Princeton, Louisiana (“Princeton”); Cotton Valley, Louisiana (“Cotton Valley”); Karns City, Pennsylvania (“Karns City”) and Dickinson, Texas (“Dickinson”) and terminals located in Burnham, Illinois (“Burnham”); Rhinelander, Wisconsin (“Rhinelander”); Crookston, Minnesota (“Crookston”) and Proctor, Minnesota (“Duluth”).

     The unaudited condensed consolidated financial statements of the Company as of September 30, 2011 and for the three and nine months ended September 30, 2011 and 2010 included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (the “U.S.”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the results of operations for the interim periods presented. All adjustments are of a normal nature, unless otherwise disclosed. The results of operations for the three and nine months ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s 2010 Annual Report. The Company issued these unaudited condensed consolidated financial statements by filing them with the SEC and has evaluated subsequent events up to the time of filing. Refer to Note 16 for additional information on these subsequent events.

2. New Accounting Pronouncements

     In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosures About Fair Value Measurements” (“ASU 2010-06”), which amends ASC No. 820, “Fair Value Measurements and Disclosures” to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements. ASU 2010-06 also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. ASU 2010-06 is effective for the first reporting period (including interim periods) beginning after December 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances and settlements on a gross basis, which is effective for fiscal years (including interim periods) beginning after December 15, 2010. Effective January 1, 2010, the Company adopted ASU 2010-06 standard relating to disclosures about transfers in and out of Level 1 and 2 and the inputs and valuation techniques used to measure fair value. Effective January 1, 2011, the Company adopted ASU 2010-06 standard relating to the requirement to provide the Level 3 activity of purchases, sales, issuances and settlements on a gross basis. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial position, results of operations or cash flows.

     In May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS” (“ASU 2011-04”). ASU 2011-04 is intended to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments are of two types: (i) those that clarify the Board’s intent about the application of existing fair value measurement and disclosure requirements and (ii) those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. ASU 2011-04 is effective for the first reporting period (including interim periods) beginning after December 15, 2011. The Company is in process of evaluating the impact of the adoption of ASU 2011-04 on the Company’s financial statements.

     In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”) which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of partners’ capital. Instead, the Company must report comprehensive

9

income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after December 15, 2011 with early adoption permitted. The adoption of ASU 2011-05 will not have an impact on the Company’s consolidated financial position, results of operations or cash flows as it only requires a change in the format of the current presentation.

     In September 2011, the FASB issued ASU No. 2011-09, “Intangibles — Goodwill and Other (Topic 360): Testing Goodwill for Impairment,” (“ASU 2011-09”). ASU 2011-09 allows companies to have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If after considering the totality of events and circumstances an entity determines it is not more likely than not that the fair value of a reporting unit less than its carrying amount, then performing the two-step impairment test is unnecessary. ASU 2011-09 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, however, early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011. The Company will early adopt the new authoritative guidance in the fourth quarter of 2011 in connection with its annual impairment test.

3. Superior Acquisition

     On September 30, 2011, the Company completed the acquisition of the Superior, Wisconsin refinery and associated operating assets and inventories and related business of Murphy Oil Corporation (“Murphy Oil”) for aggregate consideration of approximately $411,052 excluding certain customary post-closing purchase price adjustments (“Superior Acquisition”). The Superior Acquisition was financed by a combination of (i) net proceeds of $193,621 from the Company’s September 2011 public offering of common units, (ii) net proceeds of $180,348 from the Company’s September 2011 private placement of 9 3/8% senior notes due May 1, 2019 and (iii) borrowings under the revolving credit facility. The Company acquired the following (collectively, the “Superior Business”):

• Murphy Oil’s refinery located in Superior, Wisconsin and associated inventories;

• Superior’s wholesale marketing business and related assets, including certain owned or leased Murphy Oil product terminals located in Superior and Rhinelander, Wisconsin, Duluth and Crookston and Proctor, Minnesota and Toole, Utah and associated inventories and logistics assets located at each of the foregoing facilities; and

• Murphy Oil’s “SPUR” branded gasoline wholesale business and related assets.

     The Superior refinery produces gasoline, diesel, asphalt and specialty petroleum products that are marketed in the Midwest region of the U.S., including the surrounding border states, and Canada. The Superior wholesale business transports products produced at the Superior refinery through several Magellan pipeline terminals in Minnesota, Wisconsin, Iowa, North Dakota and South Dakota and through its own leased and owned product terminals located in Superior and Rhinelander, Wisconsin, Duluth, Crookston and Proctor, Minnesota and Toole, Utah. The Superior wholesale business also sells gasoline wholesale to SPUR branded gas stations, which are owned and operated by independent franchisees.

     The Company believes the Superior Acquisition provides greater scale, geographic diversity and development potential to the Company’s refining business, as the Company’s current total refining throughput capacity has increased by 50% to 135,000 barrels per day.

     As a result of the Superior Acquisition on September 30, 2011, the assets and liabilities previously held by Murphy Oil have been included in the Company’s condensed consolidated balance sheet, while the unaudited condensed consolidated statements of operations for the Company do not contain the results of the Superior Acquisition, as there were no related sales in the quarter ended September 30, 2011. In connection with the Superior Acquisition, the Company incurred acquisition costs during the third quarter of 2011 of approximately $2,072 which are reflected in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations.

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     The Superior Acquisition purchase price allocation has not yet been finalized due to the timing of the closing of the acquisition. The final determination of fair value for certain assets and liabilities will be completed as soon as the information necessary to complete the analysis is obtained. The preliminary allocation of the aggregate purchase price is as follows:

	Allocation of
	Purchase Price
Inventories	$	189,609
Prepaid expenses and other current assets		713
Property, plant and equipment		238,705
Accrued salaries, wages and benefits		(775	)
Pension and postretirement benefit obligations		(17,200	)
Total purchase price	$	411,052

     The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the Superior Acquisition had taken place on January 1, 2010.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Sales	$	1,225,692	$	944,856	$	3,233,347	$	2,414,460
Net income	$	70,418	$	32,490	$	79,556	$	2,094
Limited partners’ interest net income per unit — basic and diluted	$	1.38	$	0.64	$	1.56	$	0.04

     The Company’s historical financial information was adjusted to give effect to the pro forma events that were directly attributable to the Superior Acquisition. This unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the pro forma events taken place on the dates indicated, or the future consolidated results of operations of the combined company.

     The unaudited pro forma financial information reflects interest expense as a result of the issuance of the 2019 Notes, amending and restating the revolving credit facility, additional borrowings under the revolving credit facility to fund a portion of the Superior Acquisition and the repayment of borrowings under the senior secured first lien term loan from the net proceeds of the 2019 Notes issued in April 2011. Additionally, the unaudited pro forma financial information reflects adjustments to depreciation expense as a result of the addition of fixed assets related to the Superior Acquisition at their estimated fair value, as well as adjustments to eliminate Superior’s income tax expense.

4. Inventories

     The cost of inventories is determined using the last-in, first-out (LIFO) method. Costs include crude oil and other feedstocks, labor, processing costs and refining overhead costs. Inventories are valued at the lower of cost or market value.

     Inventories consist of the following, including estimated inventories of approximately $189,609 as of September 30, 2011, related to the Superior Acquisition:

	September 30,		December 31,
	2011		2010
Raw materials	$	120,150	$	12,885
Work in process		89,494		49,006
Finished goods		236,862		85,219
	$	446,506	$	147,110

     The replacement cost of these inventories, based on current market values, would have been $75,712 and $55,855 higher as of September 30, 2011 and December 31, 2010, respectively. For the three and nine months ended September 30, 2010, the Company recorded $3,488 and $4,371, respectively, of gains in cost of sales in the unaudited condensed consolidated statements of operations due to the liquidation of lower cost inventory layers. No gains from the liquidation of lower cost inventory layers have been recorded in 2011.

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5. Commitments and Contingencies

     From time to time, the Company is a party to certain claims and litigation incidental to its business, including claims made by various taxation and regulatory authorities, such as the LDEQ, the U.S. Environmental Protection Agency (“EPA”), the Internal Revenue Service and the Occupational Safety and Health Administration (“OSHA”), as the result of audits or reviews of the Company’s business. In addition, the Company has property, business interruption, general liability and various other insurance policies that may result in certain losses or expenditures being reimbursed to the Company.

Insurance Recoveries

     During the second quarter of 2011, the Company reached a final settlement of its insurance claim related to the failure of an environmental operating unit at its Shreveport refinery in 2010, resulting in a gain (insurance recoveries) of $8,698 recorded for the nine months ended September 30, 2011 in the unaudited condensed consolidated statements of operations. This claim related to both property damage and business interruption. Recoveries of $1,942 related to property damage have been reflected within investing activities (with the remainder in operating activities) in the unaudited condensed consolidated statements of cash flows

Environmental

     The Company operates crude oil and specialty hydrocarbon refining and terminal operations, which are subject to stringent and complex federal, regional, state, and local laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. These laws and regulations can impair the Company’s operations that affect the environment in many ways, such as requiring the acquisition of permits to conduct regulated activities, restricting the manner in which the Company may release materials into the environment, requiring remedial activities or capital expenditures to mitigate pollution from former or current operations, and imposing substantial liabilities for pollution resulting from its operations. Certain environmental laws impose joint and several, strict liability for costs required to remediate and restore sites where petroleum hydrocarbons, wastes, or other materials have been released or disposed.

     The Superior refinery is the subject of a consent decree (the “Consent Decree”) with the U.S. Environmental Protection Agency (“EPA”) and the Wisconsin Department of Natural Resources (“WDNR”), which requires, among other things, reductions in air emissions and the reporting of certain emissions to EPA and WDNR. In connection with the Superior Acquisition, the Company became a party to this consent decree. Equipment upgrades, other discrete tasks and annual penalties to comply with the Consent Decree are expected to cost about $4,470, but compliance with other aspects of the Consent Decree could result in additional, substantial expenditures. Any failure to comply with the Consent Decree, as well as certain emissions from the facility, will also subject the Company to stipulated penalties, which could be substantial. The Company may incur substantial costs for performance of additional environmental and safety-related projects at the Superior refinery including, but not limited to:

• the installation of additional process equipment to comply with EPA fuel content regulations at a cost to the Company of $2,910;

• the purchase of “credits” to comply with EPA fuel content regulations until such time as the additional process equipment is installed and brought online;

• the monitoring and remediation of historical contamination at costs of about $200 per year;

• the upgrade of treatment equipment or pursuit of other remedies as necessary to comply with new effluent discharge limits in a Clean Water Act permit renewal that is currently pending; and

• the implementation of various voluntary programs at the Superior refinery, such as removal of asbestos-containing materials or enhancement of process safety or other maintenance practices.

     On December 23, 2010, the Company entered into a settlement agreement with the LDEQ regarding (i) the Company’s voluntary participation in the LDEQ’s “Small Refinery and Single Site Refinery Initiative,” and (ii) certain alleged past violations for which the LDEQ had previously initiated enforcement including (A) May 2001, December 2002 and December 2004 notifications received by the Cotton Valley refinery from the LDEQ regarding several alleged violations of various air emission regulations as well as alleged violations for the construction of a multi-tower pad and associated pump pads without a permit issued by the agency, and (B) an August 2005 notification received by the Princeton refinery from the LDEQ regarding alleged violations of air emissions regulations. The LDEQ’s “Small Refinery and Single Site Refinery Initiative” is patterned after the EPA’s “National Petroleum Refinery Initiative,” which is a coordinated, integrated compliance and enforcement strategy to address federal Clean Air Act compliance issues at the nation’s largest petroleum refineries. The agreement, voluntarily entered into by the Company, requires the Company to make a $1,000 payment to the LDEQ and complete beneficial environmental programs and implement emissions reduction projects at the Company’s Shreveport, Cotton Valley and Princeton refineries.

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The Company estimates implementation of these requirements will result in approximately $11,000 to $15,000 of capital expenditures, expenditures related to additional personnel and environmental studies over the next five years. This agreement also fully settles the aforementioned alleged environmental and permit violations at the Company’s Cotton Valley and Princeton refineries and stipulates that no further civil penalties over alleged past violations at those refineries will be pursued by the LDEQ. The required investments are expected to include projects resulting in (i) nitrogen oxide and sulfur dioxide emission reductions from heaters and boilers and the application of New Source Performance Standards for sulfur recovery plants and flaring devices, (ii) control of incidents related to acid gas flaring, tail gas and hydrocarbon flaring, (iii) electrical reliability improvements to reduce flaring, (iv) flare refurbishment at the Shreveport refinery, (v) enhancement of the Benzene Waste National Emissions Standards for Hazardous Air Pollutants programs and the Leak Detection and Repair programs at the Company’s three Louisiana refineries and (vi) Title V audits and targeted audits of certain regulatory compliance programs. During negotiations with the LDEQ, the Company voluntarily initiated projects for certain of these requirements prior to the settlement with the LDEQ, and currently anticipates completion of these projects over the next five years. These capital investment requirements will be incorporated into the Company’s annual capital expenditures budget and the Company does not expect any additional capital expenditures as a result of the required audits or required operational changes included in the settlement to have a material adverse effect on the Company’s financial results or operations. Before the terms of this settlement agreement are deemed final, they will require the concurrence of the Louisiana Attorney General, such concurrence anticipated to be granted during the fourth quarter of 2011.

     Voluntary remediation of subsurface contamination is in process at each of the Company’s refinery sites. The remedial projects are being overseen by the appropriate state agencies. Based on current investigative and remedial activities, the Company believes that the groundwater contamination at these refineries can be controlled or remedied without having a material adverse effect on the Company’s financial condition. However, such costs are often unpredictable and, therefore, there can be no assurance that the future costs will not become material. The Company incurred approximately $266 of such capital expenditures at its Cotton Valley refinery during the first nine months of 2011 and completed such capital expenditures planned for 2011 at its Cotton Valley refinery. The Company incurred approximately $541 of such capital expenditures at its Cotton Valley refinery during 2010.

     The Company is indemnified by Shell Oil Company, as successor to Pennzoil-Quaker State Company and Atlas Processing Company, for specified environmental liabilities arising from the operations of the Shreveport refinery prior to the Company’s acquisition of the facility. The indemnity is unlimited in amount and duration, but requires the Company to contribute up to $1,000 of the first $5,000 of indemnified costs for certain of the specified environmental liabilities.

     In addition, the Company is indemnified by Murphy Oil for specified environmental liabilities including: (i) certain obligations arising out of the Consent Decree (including payment of a civil penalty required under the Consent Decree), (ii) certain liabilities arising in connection with Murphy Oil’s transport of certain wastes and other materials to specified offsite real properties for disposal or recycling prior to the Superior Acquisition and (iii) certain liabilities for certain third party actions, suits or proceedings alleging exposure, prior to the Superior Acquisition, of an individual to wastes or other materials at the specified on-site real property, which wastes or other materials were spilled, released, emitted or discharged by Murphy Oil. The Company is also indemnified by Murphy Oil for two years following the Superior Acquisition for liabilities arising from breaches of certain environmental representations and warranties made by Murphy Oil, subject to a maximum liability of $22,000, for which the Company is required to contribute up to the first $6,600.

Health, Safety and Maintenance

     The Company is subject to various laws and regulations relating to occupational health and safety, including OSHA and comparable state laws. These laws and the implementing regulations strictly govern the protection of the health and safety of employees. In addition, OSHA’s hazard communication standard requires that information be maintained about hazardous materials used or produced in the Company’s operations and that this information be provided to employees, contractors, state and local government authorities and customers. The Company maintains safety, training and maintenance programs as part of its ongoing efforts to ensure compliance with applicable laws and regulations. The Company’s compliance with applicable health and safety laws and regulations has required, and continues to require, substantial expenditures. The Company has implemented an internal program of inspection designed to monitor and enforce compliance with worker safety requirements as well as a quality system that meets the requirements of the ISO-9001-2008 Standard. The integrity of the Company’s ISO-9001-2008 Standard certification is maintained through surveillance audits by its registrar at regular intervals designed to ensure adherence to the standards.

     The Company has completed studies to assess the adequacy of its process safety management practices at its Shreveport refinery with respect to certain consensus codes and standards. The Company expects to incur between $5,000 and $8,000 of capital expenditures in total

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during 2011, 2012 and 2013 to address OSHA compliance issues identified in these studies. The Company expects these capital expenditures will enhance its equipment such that the equipment maintains compliance with applicable consensus codes and standards. The Company believes that its operations are in substantial compliance with OSHA and similar state laws.

     Beginning in February 2010, OSHA conducted an inspection of the Shreveport refinery’s process safety management program under OSHA’s National Emphasis Program, which is targeting all U.S. refineries for review. On August 19, 2010, OSHA issued a Citation and Notification of Penalty (the “Shreveport Citation”) to the Company as a result of the Shreveport inspection, which included a proposed civil penalty amount of $173. The Company contested the Shreveport Citation and associated penalty amount and agreed to a final penalty amount of $119 that was paid in January 2011. Similarly, OSHA conducted an inspection of the Cotton Valley refinery’s process safety management program under OSHA’s National Emphasis Program in the first quarter of 2011. On March 14, 2011, OSHA issued a Citation and Notification of Penalty (the “Cotton Valley Citation”) to the Company as a result of the Cotton Valley inspection, which included a proposed penalty amount of $208. The Company has contested the Cotton Valley Citation and associated penalties and is currently in negotiations with OSHA to reach a settlement allowing an extended abatement period for a new refinery flare system study and for completion of facility site modifications, including relocation and hardening of structures.

Standby Letters of Credit

     The Company has agreements with various financial institutions for standby letters of credit which have been issued to domestic vendors. As of September 30, 2011 and December 31, 2010, the Company had outstanding standby letters of credit of $207,960 and $90,725, respectively, under its senior secured revolving credit facility, which was amended and restated on June 24, 2011 (the “revolving credit facility”). Refer to Note 6 for additional information. The maximum amount of letters of credit the Company can issue at September 30, 2011 is subject to borrowing base restrictions, with a maximum letter of credit sublimit equal to $680,000, which is the greater of (i) $400,000 and (ii) 80% of revolver commitments ($850,000 at September 30, 2011) then in effect. At December 31, 2010, the maximum amount of letters of credit the Company could issue was subject to borrowing base restrictions, with a letter of credit sublimit of $300,000.

     As of September 30, 2011 and December 31, 2010, the Company had availability to issue letters of credit of $271,490 and $145,454, respectively, under its revolving credit facility. As discussed in Note 6, as of September 30, 2011 the outstanding standby letters of credit issued under the revolving credit facility included a $25,000 letter of credit to support a portion of its fuel products hedging program.

6. Long-Term Debt

     Long-term debt consisted of the following:

	September 30,			December 31,
	2011			2010
Borrowings under senior secured first lien term loan with third-party lenders, extinguished in 2011	$	—		$	367,385
Borrowings under senior secured revolving credit agreement with third-party lenders, amended and restated in June 2011		—			10,832
Borrowings under amended and restated senior secured revolving credit agreement with third-party lenders, interest at prime plus 1.25% (4.50% at September 30, 2011), interest payments monthly, borrowings due June 2016		56,000			—
Borrowings under 2019 Notes, interest at a fixed rate of 9.375% at September 30, 2011, interest payments semiannually, borrowings due May 2019, effective interest rate of 9.74% for the three months ended September 30, 2011		600,000			—
Capital lease obligations, at various interest rates, interest and principal payments quarterly through November 2013		1,042			1,781
Less unamortized discount on senior secured first lien term loan with third-party lenders, extinguished in 2011		—			(10,723	)
Less unamortized discount on 2019 Notes issued in September 2011		(14,000	)		—
Total long-term debt		643,042			369,275
Less current portion of long-term debt		749			4,844
	$	642,293		$	364,431

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     During the three months ended June 30, 2011, the Company restructured the majority of its outstanding long-term debt. The Company issued and sold $400,000 in aggregate principal amount 9 3/8% senior notes due May 1, 2019 (the “2019 Notes issued in April 2011”), amended its then current senior secured revolving credit agreement to allow for the issuance of the 2019 Notes, and used the majority of the proceeds from the 2019 Notes to repay borrowings under, and subsequently extinguish, the senior secured first lien term loan. The Company also amended certain of its master derivative contracts and entered into a collateral sharing agreement with its hedging counterparties. Further, the Company amended and restated its revolving credit agreement to increase the credit facility from $375,000 to $550,000, as well as amend covenants and contractual terms. Each of these activities is discussed in further detail in the following paragraphs.

     During the three months ended September 30, 2011, in connection with the Superior Acquisition, the Company issued and sold $200,000 in aggregate principal amount 9 3/8% senior notes due May 1, 2019 (the “2019 Notes issued in September 2011” and, together with the 2019 Notes issued in April 2011, the “2019 Notes”), amended the collateral sharing agreement with its hedging counterparties to limit the extent to which forward purchase contracts for physical commodities would be covered by, and secured under, such agreement and increased the revolving credit facility from $550,000 to $850,000, subject to borrowing base limitations. A portion of the purchase price of the Superior Acquisition was financed with the issuance and sale of the 2019 Notes issued in September 2011 together with borrowings under the Company’s revolving credit facility. Each of these activities is discussed in further detail in the following paragraphs.

9 3/8% Senior Notes

     On April 21, 2011, in connection with the restructuring of the majority of its outstanding long-term debt, the Company issued and sold $400,000 aggregate principal amount of the 2019 Notes issued in April 2011 in a private placement pursuant to Rule 144A under the Securities Act to eligible purchasers at par. The 2019 Notes issued in April 2011 were resold to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act. The Company received proceeds of $389,037 net of underwriters’ fees and expenses, which the Company used to repay in full borrowings outstanding under its existing senior secured first lien term loan facility, as well as all accrued interest and fees, and for general partnership purposes.

     On September 19, 2011, in connection with the Superior Acquisition, the Company issued and sold $200,000 in aggregate principal amount of 2019 Notes issued in September 2011 in a private placement pursuant to Rule 144A under the Securities Act to eligible purchasers at a discounted price of 93 percent of par. The 2019 Notes issued in September 2011 were resold to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act. The Company received proceeds of $180,348 net of discount, underwriters’ fees and expenses, which the Company used to fund a portion of the purchase price of the Superior Acquisition. Because the terms of the 2019 Notes issued in September 2011 are substantially identical to the terms of the 2019 Notes issued in April 2011, in this Quarterly Report, the Company collectively refers to the 2019 Notes issued in April 2011 and the 2019 Notes issued in September 2011 as the “2019 Notes.”

     Interest on the 2019 Notes will be paid semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2011. The 2019 Notes will mature on May 1, 2019, unless redeemed prior to maturity. The 2019 Notes are guaranteed on a senior unsecured basis by all of the Company’s operating subsidiaries and certain of the Company’s future operating subsidiaries.

     At any time prior to May 1, 2014, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2019 Notes with the net proceeds of a public or private equity offering at a redemption price of 109.375% of the principal amount, plus any accrued and unpaid interest to the date of redemption, provided that: (1) at least 65% of the aggregate principal amount of 2019 Notes issued remains outstanding immediately after the occurrence of such redemption and (2) the redemption occurs within 120 days of the date of the closing of such public or private equity offering.

     On and after May 1, 2015, the Company may on any one or more occasions redeem all or a part of the 2019 Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus any accrued and unpaid interest to the applicable redemption date on such 2019 Notes, if redeemed during the twelve-month period beginning on May 1 of the years indicated below:

Year	Percentage
2015		104.688	%
2016		102.344	%
2017 and at any time thereafter		100.000	%

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     Prior to May 1, 2015, the Company may on any one or more occasions redeem all or part of the 2019 Notes at a redemption price equal to the sum of: (1) the principal amount thereof, plus (2) a make-whole premium (as set forth in the indentures governing the 2019 Notes) at the redemption date, plus any accrued and unpaid interest to the applicable redemption date.

     The indentures governing the 2019 Notes contain covenants that, among other things, restrict the Company’s ability and the ability of certain of the Company’s subsidiaries to: (i) sell assets; (ii) pay distributions on, redeem or repurchase the Company’s common units or redeem or repurchase its subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue preferred units; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from the Company’s restricted subsidiaries to the Company; (vii) consolidate, merge or transfer all or substantially all of the Company’s assets; (viii) engage in transactions with affiliates and (ix) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. At any time when the 2019 Notes are rated investment grade by either of Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services and no Default or Event of Default, each as defined in the indentures governing the 2019 Notes, has occurred and is continuing, many of these covenants will be suspended.

     Upon the occurrence of certain change of control events, each holder of the 2019 Notes will have the right to require that the Company repurchase all or a portion of such holder’s 2019 Notes in cash at a purchase price equal to 101% of the principal amount thereof, plus any accrued and unpaid interest to the date of repurchase.

     In connection with the 2019 Notes offering on April 21, 2011, the Company’s then current senior secured revolving credit facility was amended on April 15, 2011, to among other things, (i) permit the issuance of the 2019 Notes issued in April 2011; (ii) upon consummation of the issuance of the 2019 Notes issued in April 2011 and the termination of the senior secured first lien credit facility, release the revolving credit facility lenders’ second priority lien on the collateral securing the senior secured first lien credit facility and (iii) change the interest rate pricing on the revolving credit facility.

Registration Rights Agreements

     On April 21, 2011 and September 19, 2011, in connection with the issuances and sales of the 2019 Notes, the Company entered into registration rights agreements with the initial purchasers of the 2019 Notes obligating the Company to use reasonable best efforts to file an exchange registration statement with the SEC so that holders of the 2019 Notes can offer to exchange the 2019 Notes for registered notes having substantially the same terms as the 2019 Notes and evidencing the same indebtedness as the 2019 Notes. The Company must use reasonable best efforts to cause the exchange offer registration statement to become effective by April 20, 2012 and remain effective until 180 days after the closing of the exchange. Additionally, the Company has agreed to commence the exchange offer promptly after the exchange offer registration statement is declared effective by the SEC and use reasonable best efforts to complete the exchange offer not later than 60 days after such effective date. Under certain circumstances, in lieu of a registered exchange offer, the Company must use reasonable best efforts to file a shelf registration statement for the resale of the 2019 Notes. If the Company fails to satisfy these obligations on a timely basis, the annual interest borne by the 2019 Notes will be increased by up to 1.0% per annum until the exchange offer is completed or the shelf registration statement is declared effective.

Senior Secured First Lien Credit Facility

     The Company’s $435,000 senior secured first lien credit facility (the “term loan facility”) included a $385,000 term loan and a $50,000 prefunded letter of credit facility to support crack spread hedging. The Company extinguished this facility on April 21, 2011 in connection with the issuance and sale of the 2019 Notes, as further discussed above. The term loan bore interest at a rate equal to (i) with respect to a LIBOR Loan, the LIBOR Rate (as defined in the senior secured first lien credit agreement) plus 400 basis points and (ii) with respect to a Base Rate Loan, the Base Rate (as defined in the senior secured first lien credit agreement) plus 300 basis points. At December 31, 2010, the term loan bore interest at 4.29%. Please refer to “Amendments to Master Derivative Contracts” below for information on termination of the $50,000 prefunded letter of credit to support crack spread hedging.

     Lenders under the term loan facility generally had a first priority lien on the Company’s fixed assets and a second priority lien on its cash, accounts receivable, inventory and certain other personal property. The term loan facility required quarterly principal payments of $963 through September 30, 2014, with the remaining balance due at maturity on January 3, 2015.

     On April 21, 2011, the Company used approximately $369,486 of the net proceeds from the issuance and sale of the 2019 Notes issued in April 2011 to repay in full its term loan, as well as accrued interest and fees, and terminated the entire senior secured first lien credit facility, including the term loan and a $50,000 prefunded letter of credit to support crack spread hedging. The Company did not incur any material early

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termination penalties in connection with its termination of the senior secured first lien credit facility. Further, in the second quarter of 2011 the Company recorded approximately $15,130 of extinguishment charges related to the write off of the unamortized debt issuance costs and the unamortized discount associated with the term loan.

Amendments to Master Derivative Contracts

     In connection with the termination of the term loan facility and the amendment of the senior secured revolving credit facility, on April 21, 2011, the Company entered into amendments to certain of the Company’s master derivatives contracts (“Amendments”) to provide new credit support arrangements to secure the Company’s payment obligations under these contracts following the termination of the term loan facility and the amendment and restatement of the senior secured revolving credit facility. Under the new credit support arrangements, the Company’s payment obligations under all of the Company’s master derivatives contracts for commodity hedging generally are secured by a first priority lien on the Company’s real property, plant and equipment, fixtures, intellectual property, certain financial assets, certain investment property, commercial tort claims, chattel paper, documents, instruments and proceeds of the foregoing (including proceeds of hedge arrangements). The Company also issued to one counterparty a $25,000 standby letter of credit under the revolving credit facility to replace a prefunded $50,000 letter of credit previously issued under the senior secured first lien credit facility. In the event that such counterparty’s exposure to the Company exceeds $200,000, the Company will be required to post additional collateral support in the form of either cash or letters of credit with the counterparty to enter into additional crack spread hedges. The Company had no additional letters of credit or cash margin posted with any hedging party as of September 30, 2011. The Company’s master derivatives contracts and Collateral Trust Agreement continue to impose a number of covenant limitations on the Company’s operating and financing activities, including limitations on liens on collateral, limitations on dispositions of collateral and collateral maintenance and insurance requirements.

Collateral Trust Agreement

     In connection with the Amendments, on April 21, 2011, the Company entered into a collateral sharing agreement (the “Collateral Trust Agreement”) with each of its secured hedging counterparties and an administrative agent for the benefit of the secured hedging counterparties, which governs how the secured hedging counterparties will share collateral pledged as security for the payment obligations owed by the Company to the secured hedging counterparties under their respective master derivatives contracts. Subject to certain conditions set forth in the Collateral Trust Agreement, the Company has the ability to add secured hedging counterparties thereto.

     In connection with the closing of the Superior Acquisition, on September 30, 2011, the Company entered into an amendment (the “CTA Amendment”) to the Collateral Trust Agreement with each of its secured hedging counterparties and the administrative agent. The CTA Amendment modified the Collateral Trust Agreement so as to limit to $100,000 the extent to which forward purchase contracts for physical commodities would be covered by, and secured under, the Collateral Trust Agreement. The CTA Amendment also eliminated the credit rating requirement with respect to forward purchase contract counterparties on physical commodities.

Amended and Restated Senior Secured Revolving Credit Facility

     On June 24, 2011, the Company entered into an amended and restated senior secured revolving credit facility (the “revolving credit facility”), which increased the maximum availability of credit under the revolving credit facility from $375,000 to $550,000, subject to borrowing base limitations, and included a $300,000 incremental uncommitted expansion option. On September 30, 2011, in conjunction with the Superior Acquisition, the Company fully exercised the $300,000 expansion option to increase the maximum availability of credit under the revolving credit facility from $550,000 to $850,000, subject to borrowing base limitations. The revolving credit facility, which is the Company’s primary source of liquidity for cash needs in excess of cash generated from operations, matures in June 2016 and currently bears interest at a rate equal to prime plus a basis points margin or LIBOR plus a basis points margin, at the Company’s option. As of September 30, 2011, the margin was 125 basis points for prime and 250 basis points for LIBOR; however, the margin fluctuates quarterly based on the Company’s average availability for additional borrowings under the revolving credit agreement in the preceding calendar quarter as follows:

Quarterly Average	Margin on Base Rate			Margin on LIBOR
Availability Percentage	Revolving Loans			Revolving Loans
≥ 66%		1.00	%		2.25	%
≥ 33% and < 66%		1.25	%		2.50	%
< 33%		1.50	%		2.75	%

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     The borrowing capacity at September 30, 2011 under the revolving credit facility was $535,450. As of September 30, 2011, the Company had outstanding borrowings under the revolving credit facility of $56,000, leaving $271,490 available for additional borrowings based on collateral and specified availability limitations. The lenders under the revolving credit facility have a first priority lien on the Company’s cash, accounts receivable, inventory and certain other personal property.

     The revolving credit facility contains various covenants that limit, among other things, the Company’s ability to: incur indebtedness; grant liens; dispose of certain assets; make certain acquisitions and investments; redeem or prepay other debt or make other restricted payments such as distributions to unitholders; enter into transactions with affiliates and enter into a merger, consolidation or sale of assets. Further, the revolving credit facility contains one springing financial covenant which provides that only if the Company’s availability under the revolving credit facility falls below the greater of (i) 12.5% of the lesser of (a) the Borrowing Base (as defined in the credit agreement) (without giving effect to the LC Reserve (as defined in the credit agreement)) and (b) the credit agreement commitments then in effect and (ii) $46,364, (as increased, upon the effectiveness of the increase in the maximum availability under the revolving credit facility, by the same percentage as the percentage increase in the revolving credit agreement commitments), then the Company will be required to maintain as of the end of each fiscal quarter a Fixed Charge Coverage Ratio (as defined in the credit agreement) of at least 1.0 to 1.0.

     As of September 30, 2011, maturities of the Company’s long-term debt are as follows:

Year	Maturity
2011	$	255
2012		551
2013		236
2014		—
2015		—
Thereafter		656,000
Total	$	657,042

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7. Derivatives

     The Company utilizes derivative instruments to minimize its price risk and volatility of cash flows associated with the purchase of crude oil and natural gas, the sale of fuel products and interest payments. The Company employs various hedging strategies, which are further discussed below. The Company does not hold or issue derivative instruments for trading purposes.

     The Company recognizes all derivative instruments at their fair values (see Note 9) as either assets or liabilities on the condensed consolidated balance sheets. Fair value includes any premiums paid or received and unrealized gains and losses. Fair value does not include any amounts receivable from or payable to counterparties, or collateral provided to counterparties. Derivative asset and liability amounts with the same counterparty are netted against each other for financial reporting purposes. The Company’s financial results are subject to the possibility that changes in the derivative’s fair value could result in significant ineffectiveness and potentially no longer qualify for hedge accounting. The Company recorded the following derivative assets and liabilities at their fair values as of September 30, 2011 and December 31, 2010:

	Derivative Assets				Derivative Liabilities
	September 30, 2011		December 31, 2010		September 30, 2011			December 31, 2010
Derivative instruments designated as hedges:
Fuel products segment:
Crude oil swaps	$	—	$	—	$	(87,573	)	$	134,916
Gasoline swaps		—		—		(2,150	)		(14,149	)
Diesel swaps		—		—		(14,131	)		(53,744	)
Jet fuel swaps		—		—		(55,322	)		(96,556	)
Interest rate swaps:		—		—		—			(2,681	)
Total derivative instruments designated as hedges		—		—		(159,176	)		(32,214	)
Derivative instruments not designated as hedges:
Fuel products segment:
Jet fuel crack spread collars (1)		—		—		—			20
Specialty products segment: (2)
Crude oil collars		—		—		—			—
Natural gas swaps		—		—		—			—
Crude oil swaps		—		—		—			662
Interest rate swaps: (3)		—		—		(1,685	)		(1,282	)
Total derivative instruments not designated as hedges		—		—		(1,685	)		(600	)
Total derivative instruments	$	—	$	—	$	(160,861	)	$	(32,814	)

(1)	The Company entered into jet fuel crack spread collars, which do not qualify for hedge accounting, to economically hedge its exposure to changes in the jet fuel crack spread.
(2)	The Company enters into combinations of crude oil options and swaps and natural gas swaps to economically hedge its exposures to price risk related to these commodities in its specialty products segment. The Company has not designated these derivative instruments as cash flow hedges.
(3)	The Company refinanced its long-term debt in April 2011 and, as a result, all of its interest rate swaps that were designated as cash flow hedges for the interest payments under the previous debt agreement are no longer designated as cash flow hedges.

     To the extent a derivative instrument is determined to be effective as a cash flow hedge of an exposure to changes in the fair value of a future transaction, the change in fair value of the derivative is deferred in accumulated other comprehensive loss, a component of partners’ capital in the condensed consolidated balance sheets, until the underlying transaction hedged is recognized in the unaudited condensed consolidated statements of operations. The Company accounts for certain derivatives hedging purchases of crude oil and natural gas, sales of gasoline, diesel and jet fuel and the payment of interest as cash flow hedges. The derivatives hedging sales and purchases are recorded to sales and cost of sales, respectively, in the unaudited condensed consolidated statements of operations upon recording the related hedged transaction in sales or cost of sales. The derivatives designated as hedging payments of interest are recorded in interest expense in the unaudited condensed consolidated statements of operations upon payment of interest. The Company assesses, both at inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

     For derivative instruments not designated as cash flow hedges and the portion of any cash flow hedge that is determined to be ineffective, the change in fair value of the asset or liability for the period is recorded to unrealized gain (loss) on derivative instruments in the unaudited condensed consolidated statements of operations. Upon the settlement of a derivative not designated as a cash flow hedge, the gain or loss at

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settlement is recorded to realized gain (loss) on derivative instruments in the unaudited condensed consolidated statements of operations. Ineffectiveness is inherent in the hedging of crude oil and fuel products. Due to the volatility in the markets for crude oil and fuel products, the Company is unable to predict the amount of ineffectiveness each period, which has the potential for the future loss of hedge accounting, determined on a derivative by derivative basis or in the aggregate for a specific commodity. Ineffectiveness has resulted, and the loss of hedge accounting would result, in increased volatility in the Company’s financial results. However, even though derivatives may not qualify for hedge accounting, the Company intends to continue to hold the instruments as management believes such derivative instruments continue to provide the Company with the opportunity to more effectively stabilize fuel products margins.

     The Company recorded the following amounts in its condensed consolidated balance sheets, unaudited condensed consolidated statements of operations and its unaudited condensed consolidated statements of partners’ capital as of, and for the three months ended, September 30, 2011 and 2010 related to its derivative instruments that were designated as cash flow hedges:

							Amount of (Gain)
	Amount of Gain (Loss)						Loss Reclassified
	Recognized in						from Accumulated
	Accumulated Other						Other Comprehensive							Amount of Loss
	Comprehensive Income (Loss)						Income (Loss) into							Recognized in Net
	on Derivatives						Net Income							Income on Derivatives
	(Effective Portion)						(Effective Portion)							(Ineffective Portion)
	Three Months Ended						Location of	Three Months Ended							Three Months Ended
	September 30,						(Gain)	September 30,						Location of	September 30,
Type of Derivative	2011			2010			Loss	2011			2010			Loss	2011			2010
Fuel products segment:
Crude oil swaps	$	(171,581	)	$	59,678		Cost of sales	$	(26,775	)	$	(16,163	)	Unrealized/ Realized	$	(22,072	)	$	(221	)
Gasoline swaps		5,883			(7,342	)	Sales		4,493			3,836		Unrealized/ Realized		(19	)		(9	)
Diesel swaps		46,413			(28,924	)	Sales		18,887			7,736		Unrealized/ Realized		(252	)		(404	)
Jet fuel swaps		81,523			(31,444	)	Sales		37,745			—		Unrealized/ Realized		(1,793	)		(50	)
Specialty products segment:
Crude oil collars		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Crude oil swaps		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Natural gas swaps		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Interest rate swaps:					(1,124	)	Interest expense		—			639		Unrealized/ Realized		—			—
Total	$	(37,762	)	$	(9,156	)		$	34,350		$	(3,952	)		$	(24,136	)	$	(684	)

     The Company recorded the following gains (losses) in its unaudited condensed consolidated statements of operations and its unaudited condensed consolidated statements of partners’ capital for the three months ended September 30, 2011 and 2010 related to its derivative instruments not designated as cash flow hedges:

	Amount of Gain (Loss)						Amount of Gain (Loss)
	Recognized in						Recognized
	Realized Loss on						in Unrealized Gain (Loss) on
	Derivatives						Derivatives
	Three Months Ended						Three Months Ended
	September 30,						September 30,
Type of Derivative	2011			2010			2011			2010
Fuel products segment:
Crude oil swaps	$	—		$	(1,939	)	$	—		$	1,357
Gasoline swaps		—			3,071			—			(2,284	)
Diesel swaps		—			(326	)		—			326
Jet fuel swaps		—			—			—			—
Jet fuel collars		—			—			(1	)		(33	)
Specialty products segment:
Crude oil collars		—			(1,396	)		—			1,759
Crude oil swaps		—			(56	)		—			275
Natural gas swaps		—			(136	)		—			(187	)
Interest rate swaps:		(655	)		(205	)		643			101
Total	$	(655	)	$	(987	)	$	642		$	1,314

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     The Company recorded the following amounts in its condensed consolidated balance sheets, unaudited condensed consolidated statements of operations and its unaudited condensed consolidated statements of partners’ capital as of, and for the nine months ended, September 30, 2011 and 2010 related to its derivative instruments that were designated as cash flow hedges:

							Amount of (Gain)
	Amount of Gain (Loss)						Loss Reclassified
	Recognized in						from Accumulated
	Accumulated Other						Other Comprehensive							Amount of Gain (Loss)
	Comprehensive Loss						Loss into							Recognized in Net
	on Derivatives						Net Income							Income on Derivatives
	(Effective Portion)						(Effective Portion)							(Ineffective Portion)
	Nine Months Ended						Location of	Nine Months Ended							Nine Months Ended
	September 30,						(Gain)	September 30,						Location of Gain	September 30,
Type of Derivative	2011			2010			Loss	2011			2010			(Loss)	2011			2010
Fuel products segment:
Crude oil swaps	$	(110,393	)	$	(19,677	)	Cost of sales	$	(85,209	)	$	(51,849	)	Unrealized/ Realized	$	(22,569	)	$	(10,194	)
Gasoline swaps		(11,853	)		12,307		Sales		23,308			14,894		Unrealized/ Realized		(1,358	)		(4,560	)
Diesel swaps		(22,379	)		3,633		Sales		62,074			23,546		Unrealized/ Realized		(790	)		(1,628	)
Jet fuel swaps		(37,891	)		(13,821	)	Sales		80,419			—		Unrealized/ Realized		(3,397	)		116
Specialty products segment:
Crude oil collars		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Crude oil swaps		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Natural gas swaps		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Interest rate swaps:		1,979			(2,522	)	Interest expense		702			1,936		Unrealized/ Realized		—			—
Total	$	(180,537	)	$	(20,080	)		$	81,294		$	(11,473	)		$	(28,114	)	$	(16,266	)

     The Company recorded the following gains (losses) in its unaudited condensed consolidated statements of operations and its unaudited condensed consolidated statements of partners’ capital for the nine months ended September 30, 2011 and 2010 related to its derivative instruments not designated as cash flow hedges:

	Amount of Gain (Loss)						Amount of Gain (Loss)
	Recognized in						Recognized
	Realized Loss on						in Unrealized Loss
	Derivatives						on Derivatives
	Nine Months Ended						Nine Months Ended
	September 30,						September 30,
Type of Derivative	2011			2010			2011			2010
Fuel products segment:
Crude oil swaps	$	—		$	(6,329	)	$	—		$	8,295
Gasoline swaps		—			10,174			—			(11,487	)
Diesel swaps		—			(976	)		—			976
Jet fuel swaps		—			—			—			—
Jet fuel collars		(562	)		—			542			(321	)
Specialty products segment:
Crude oil collars		—			(4,355	)		—			491
Crude oil swaps		932			(1,718	)		(662	)		28
Natural gas swaps		—			(171	)		—			(263	)
Interest rate swaps:		(1,407	)		(611	)		(403	)		551
Total	$	(1,037	)	$	(3,986	)	$	(523	)	$	(1,730	)

     The cash flow impact of the Company’s derivative activities is classified as a change in derivative activity in the operating activities section in the unaudited condensed consolidated statements of cash flows.

     The Company is exposed to credit risk in the event of nonperformance by its counterparties on these derivative transactions. The Company does not expect nonperformance on any derivative instruments, however, no assurances can be provided. The Company’s credit exposure related to these derivative instruments is represented by the fair value of contracts reported as derivative assets. To manage credit risk, the Company selects and periodically reviews counterparties based on credit ratings. The Company executes all of its derivative instruments with large financial institutions that have ratings of at least Baa1 and A by Moody’s and S&P, respectively. In the event of default, the Company would potentially be subject to losses on derivative instruments with mark to market gains. The Company requires collateral from its counterparties when the fair value of the derivatives exceeds agreed upon thresholds in its contracts with these counterparties. No such collateral was held by the Company as of September 30, 2011 or December 31, 2010. The Company’s contracts with these counterparties allow for netting of derivative instrument positions executed under each contract. Collateral received from counterparties is reported in other current liabilities, and collateral held by counterparties is reported in deposits, on the Company’s condensed consolidated balance sheets and not netted against derivative assets or liabilities. As of September 30, 2011, the Company had provided its counterparties with no collateral above the

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$25,000 letter of credit provided to one counterparty to support crack spread hedging. As of December 31, 2010, the Company had provided its counterparties with no cash collateral or letters of credit above the $50,000 prefunded letter of credit then in effect and provided to one counterparty to support crack spread hedging. For financial reporting purposes, the Company does not offset the collateral provided to a counterparty against the fair value of its obligation to that counterparty. Any outstanding collateral is released to the Company upon settlement of the related derivative instrument liability.

     Certain of the Company’s outstanding derivative instruments are subject to credit support agreements with the applicable counterparties which contain provisions setting certain credit thresholds above which the Company may be required to post agreed-upon collateral, such as cash or letters of credit, with the counterparty to the extent that the Company’s mark-to-market net liability, if any, on all outstanding derivatives exceeds the credit threshold amount per such credit support agreement. In certain cases, the Company’s credit threshold is dependent upon the Company’s maintenance of certain corporate credit ratings with Moody’s and S&P. In the event that the Company’s corporate credit rating was lowered below its current level by either Moody’s or S&P, such counterparties would have the right to reduce the applicable threshold to zero and demand full collateralization of the Company’s net liability position on outstanding derivative instruments. As of September 30, 2011 and December 31, 2010, there was a net liability of $1,892 and $388, respectively, associated with the Company’s outstanding derivative instruments subject to such requirements. In addition, the majority of the credit support agreements covering the Company’s outstanding derivative instruments also contain a general provision stating that if the Company experiences a material adverse change in its business, in the reasonable discretion of the counterparty, the Company’s credit threshold could be lowered by such counterparty. The Company does not expect that it will experience a material adverse change in its business.

     The effective portion of the hedges classified in accumulated other comprehensive loss is $122,009 as of September 30, 2011, and absent a change in the fair market value of the underlying transactions, will be reclassified to earnings by December 31, 2014 with balances being recognized as follows:

	Accumulated Other
	Comprehensive
Year	Loss
2011	$	(20,955	)
2012		(92,780	)
2013		(7,415	)
2014		(859	)
Total	$	(122,009	)

     Based on fair values as of September 30, 2011, the Company expects to reclassify $97,292 of net losses on derivative instruments from accumulated other comprehensive loss to earnings during the next twelve months due to actual crude oil purchases and gasoline, diesel and jet fuel sales. However, the amounts actually realized will be dependent on the fair values as of the date of settlements.

Crude Oil Swap and Collar Contracts — Specialty Products Segment

     The Company is exposed to fluctuations in the price of crude oil, its principal raw material. The Company utilizes combinations of options and swaps to manage crude oil price risk and volatility of cash flows in its specialty products segment. These derivatives may be designated as cash flow hedges of the future purchase of crude oil if they meet the hedge criteria. The Company’s general policy is to enter into crude oil derivative contracts that mitigate the Company’s exposure to price risk associated with crude oil purchases related to specialty products production (for up to 70% of expected purchases). While the Company’s policy generally requires that these positions be short term in nature and expire within three to nine months from execution, the Company may execute derivative contracts for up to two years forward, if a change in the risks supports lengthening the Company’s position. As of September 30, 2011, the Company did not have any crude oil derivatives related to future crude oil purchases in its specialty products segment.

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     At December 31, 2010, the Company had the following crude oil derivatives related to crude oil purchases in its specialty products segment, none of which were designated as cash flow hedges.

					Average
	Barrels				Swap
Crude Oil Swap Contracts by Expiration Dates	Purchased		BPD		($/Bbl)
February 2011		33,600		1,200	$	83.10
March 2011		37,200		1,200		83.55
Totals		70,800
Average price					$	83.34

Crude Oil Swap Contracts — Fuel Products Segment

     The Company is exposed to fluctuations in the price of crude oil, its principal raw material. The Company utilizes swap contracts to manage crude oil price risk and volatility of cash flows in its fuel products segment. The Company’s policy is generally to enter into crude oil swap contracts for a period no greater than five years forward and for no more than 75% of crude oil purchases used in fuels production. At September 30, 2011, the Company had the following derivatives related to crude oil purchases in its fuel products segment, all of which are designated as cash flow hedges.

					Average
	Barrels				Swap
Crude Oil Swap Contracts by Expiration Dates	Purchased		BPD		($/Bbl)
Fourth Quarter 2011		1,334,000		14,500	$	77.71
Calendar Year 2012		5,626,000		15,372		87.43
Calendar Year 2013		3,690,000		10,110		98.81
Calendar Year 2014		1,000,000		2,740		90.55
Totals		11,650,000
Average price					$	90.19

     At December 31, 2010, the Company had the following derivatives related to crude oil purchases in its fuel products segment, all of which are designated as cash flow hedges.

					Average
	Barrels				Swap
Crude Oil Swap Contracts by Expiration Dates	Purchased		BPD		($/Bbl)
First Quarter 2011		1,215,000		13,500	$	75.32
Second Quarter 2011		1,729,000		19,000		76.62
Third Quarter 2011		1,610,000		17,500		77.38
Fourth Quarter 2011		1,334,000		14,500		77.71
Calendar Year 2012		5,535,000		15,123		86.30
Totals		11,423,000
Average price					$	81.41

Fuel Products Swap Contracts

     The Company is exposed to fluctuations in the prices of gasoline, diesel and jet fuel. The Company utilizes swap contracts to manage diesel, gasoline and jet fuel price risk and volatility of cash flows in its fuel products segment. The Company’s policy is generally to enter into diesel, jet fuel and gasoline swap contracts for a period no longer than five years forward and for no more than 75% of forecasted fuel sales.

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Diesel Swap Contracts

     At September 30, 2011, the Company had the following derivatives related to diesel and jet fuel sales in its fuel products segment, all of which are designated as cash flow hedges.

					Average
					Swap
Diesel Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
Fourth Quarter 2011		552,000		6,000	$	91.74
Calendar Year 2012		1,651,000		4,511		103.79
Calendar Year 2013		1,466,000		4,016		123.49
Totals		3,669,000
Average price					$	109.85

     At December 31, 2010, the Company had the following derivatives related to diesel and jet fuel sales in its fuel products segment, all of which are designated as cash flow hedges.

					Average
					Swap
Diesel Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
First Quarter 2011		630,000		7,000	$	89.57
Second Quarter 2011		637,000		7,000		89.57
Third Quarter 2011		552,000		6,000		91.74
Fourth Quarter 2011		552,000		6,000		91.74
Calendar Year 2012		1,560,000		4,262		99.27
Totals		3,931,000
Average price					$	94.03

Jet Fuel Swap Contracts

     At September 30, 2011, the Company had the following derivatives related to diesel and jet fuel sales in its fuel products segment, all of which are designated as cash flow hedges.

					Average
					Swap
Jet Fuel Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
Fourth Quarter 2011		644,000		7,000	$	89.21
Calendar Year 2012		3,838,500		10,488		99.78
Calendar Year 2013		2,044,000		5,600		125.13
Calendar Year 2014		1,000,000		2,740		115.56
Totals		7,526,500
Average price					$	107.86

     At December 31, 2010, the Company had the following derivatives related to diesel and jet fuel sales in its fuel products segment, all of which are designated as cash flow hedges.

					Average
					Swap
Jet Fuel Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
First Quarter 2011		405,000		4,500	$	86.12
Second Quarter 2011		819,000		9,000		89.58
Third Quarter 2011		920,000		10,000		89.86
Fourth Quarter 2011		644,000		7,000		89.21
Calendar Year 2012		3,838,500		10,488		99.78
Totals		6,626,500
Average price					$	95.28

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Gasoline Swap Contracts

     At September 30, 2011, the Company had the following derivatives related to gasoline sales in its fuel products segment, all of which are designated as cash flow hedges.

					Average
					Swap
Gasoline Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
Fourth Quarter 2011		138,000		1,500	$	85.50
Calendar Year 2012		136,500		373		89.04
Calendar Year 2013		180,000		493		110.38
Totals		454,500
Average price					$	96.41

     At December 31, 2010, the Company had the following derivatives related to gasoline sales in its fuel products segment, all of which are designated as cash flow hedges.

					Average
					Swap
Gasoline Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
First Quarter 2011		180,000		2,000	$	81.84
Second Quarter 2011		273,000		3,000		82.66
Third Quarter 2011		138,000		1,500		85.50
Fourth Quarter 2011		138,000		1,500		85.50
Calendar Year 2012		136,500		373		89.04
Totals		865,500
Average price					$	84.40

Jet Fuel Put Spread Contracts

     At September 30, 2011, the Company had the following jet fuel put options related to jet fuel crack spreads in its fuel products segment, none of which are designated as cash flow hedges.

					Average		Average
					Sold Put		Bought Put
Jet Fuel Put Option Crack Spread Contracts by Expiration Dates	Barrels		BPD		($/Bbl)		($/Bbl)
Fourth Quarter 2011		184,000		2,000	$	4.75	$	7.00
Totals		184,000
Average price					$	4.75	$	7.00

     At December 31, 2010, the Company had the following jet fuel put options related to jet fuel crack spreads in its fuel products segment, none of which are designated as cash flow hedges.

					Average		Average
					Sold Put		Bought Put
Jet Fuel Put Option Crack Spread Contracts by Expiration Dates	Barrels		BPD		($/Bbl)		($/Bbl)
First Quarter 2011		630,000		7,000	$	4.00	$	6.00
Fourth Quarter 2011		184,000		2,000		4.75		7.00
Totals		814,000
Average price					$	4.17	$	6.23

Natural Gas Swap Contracts

     Natural gas purchases comprise a significant component of the Company’s cost of sales; therefore, changes in the price of natural gas also significantly affect its profitability and cash flows. The Company utilizes swap contracts to manage natural gas price risk and volatility of cash flows. The Company’s policy is generally to enter into natural gas derivative contracts to hedge no more than 75% of its upcoming fall and winter months’ anticipated natural gas requirement for a period no greater than three years forward. At September 30, 2011 and December 31, 2010, the Company had no derivatives outstanding related to natural gas purchases.

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Interest Rate Swap Contracts

     The Company’s profitability and cash flows are affected by changes in interest rates, specifically LIBOR and prime rates. The primary purpose of the Company’s interest rate risk management activities is to hedge its exposure to changes in interest rates. Historically, the Company’s policy has been to enter into interest rate swap agreements to hedge up to 75% of its interest rate risk related to variable rate debt. With the issuances of the 2019 Notes, which constitute fixed rate debt, the Company does not expect to enter into additional hedges to fix its interest rates.

     During 2010, the Company entered into forward swap contracts to manage interest rate risk related to a portion of its then existing variable rate senior secured first lien term loan. The Company hedged the future interest payments related to $100,000 of the total outstanding term loan indebtedness for the period from February 15, 2011 to February 15, 2012 pursuant to these forward swap contracts. These swap contracts were designated as cash flow hedges of the future payments of interest with three-month LIBOR fixed at an average rate during the hedge period of 2.03%. Due to the repayment of the variable rate senior secured first lien term loan in April 2011 with proceeds from the issuance of the 2019 Notes, the interest rate swap contract was discontinued as a cash flow hedge for the future payment of interest.

     In 2009, the Company hedged the future interest payments related to $200,000 of its total outstanding term loan indebtedness for the period from February 15, 2010 to February 15, 2011. This swap contract was designated as a cash flow hedge of the future payment of interest with three-month LIBOR fixed at an average rate during the hedge period of 0.94%. The cash flow hedge settled during the first quarter of 2011.

     In 2008, the Company entered into a forward swap contract to manage interest rate risk related to a portion of its then existing variable rate senior secured first lien term loan which closed January 3, 2008. The Company hedged the future interest payments related to $50,000 of the total outstanding term loan indebtedness in 2010, pursuant to this forward swap contract. This swap contract was designated as a cash flow hedge of the future payment of interest with three-month LIBOR fixed at 3.66% per annum in 2010 and the first quarter of 2011. The cash flow hedge settled during the first quarter of 2011.

     In 2006, the Company entered into a forward swap contract to manage interest rate risk related to a portion of its then existing variable rate senior secured first lien term loan. Due to the repayment of $19,000 of the outstanding balance of the Company’s then existing term loan facility in August 2007 and subsequent refinancing of the remaining term loan balance, this swap contract was not designated as a cash flow hedge of the future payment of interest. The entire change in the fair value of this interest rate swap is recorded to unrealized loss on derivative instruments in the unaudited condensed consolidated statements of operations. In the first quarter of 2008, the Company fixed its unrealized loss on this interest rate swap derivative instrument by entering into an offsetting interest rate swap expiring December 2012, which is not designated as a cash flow hedge.

8. Fair Value of Financial Instruments

     The Company’s financial instruments, which require fair value disclosure, consist primarily of cash and cash equivalents, accounts receivable, financial derivatives, accounts payable and indebtedness. The carrying values of cash and cash equivalents, accounts receivable and accounts payable are considered to be representative of their respective fair values, due to the short maturity of these instruments. Derivative instruments are reported in the accompanying unaudited condensed consolidated financial statements at fair value. The fair value of the Company’s 2019 Notes issued in April 2011 and the 2019 Notes issued in September 2011 were $384,000 and $192,000, respectively at September 30, 2011, using quoted market prices. The fair value of the Company’s term loan was $355,445 at December 31, 2010, using quoted market prices. The carrying values of borrowings under the Company’s revolving credit facility were $56,000 and $10,832 at September, 2011 and December 31, 2010, respectively, and approximate their fair values.

9. Fair Value Measurements

     The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. In determining fair value, the Company uses various valuation techniques and prioritizes the use of observable inputs. The availability of observable inputs varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the instrument. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants and the valuation does not require significant management judgment. For other financial instruments, pricing inputs are less observable in the marketplace and may require management judgment.

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     As of September 30, 2011, the Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis. These included the Company’s derivative instruments related to crude oil, gasoline, diesel, jet fuel and interest rates and investments associated with the Company’s non-contributory defined benefit plan (“Pension Plan”).

     The Company’s derivative instruments consist of over-the-counter (“OTC”) contracts, which are not traded on a public exchange. Substantially all of the Company’s derivative instruments are with counterparties that have long-term credit ratings of at least Baa1 and A by Moody’s and S&P, respectively. To estimate the fair values of the Company’s derivative instruments, the Company uses the market approach. Under this approach, the fair values of the Company’s derivative instruments for crude oil, gasoline, diesel, jet fuel and interest rates are determined primarily based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Generally, the Company obtains this data through surveying its counterparties and performing various analytical tests to validate the data. The Company determines the fair value of its crude oil option contracts utilizing a standard option pricing model based on inputs that can be derived from information available in publicly quoted markets, or are quoted by counterparties to these contracts. In situations where the Company obtains inputs via quotes from its counterparties, it verifies the reasonableness of these quotes via similar quotes from another counterparty as of each date for which financial statements are prepared. The Company also includes an adjustment for non-performance risk in the recognized measure of fair value of all of the Company’s derivative instruments. The adjustment reflects the full credit default spread (“CDS”) applied to a net exposure by counterparty. When the Company is in a net asset position, it uses its counterparty’s CDS, or a peer group’s estimated CDS when a CDS for the counterparty is not available. The Company uses its own peer group’s estimated CDS when it is in a net liability position. As a result of applying the applicable CDS, at September 30, 2011 and December 31, 2010, the Company’s liability was reduced by approximately $7,159 and $687, respectively. Based on the use of various unobservable inputs, principally non-performance risk and unobservable inputs in forward years for gasoline, jet fuel and diesel, the Company has categorized these derivative instruments as Level 3. The Company has consistently applied these valuation techniques in all periods presented and believes it has obtained the most accurate information available for the types of derivative instruments it holds.

     The Company’s investments associated with its Pension Plan primarily consist of (i) mutual funds that are publicly traded and (ii) a commingled fund. The mutual funds are publicly traded and market prices are readily available; thus, these investments are categorized as Level 1. The commingled fund is categorized as Level 2 because inputs used in its valuation are not quoted prices in active markets that are indirectly observable and is valued at the net asset value of shares held by the Pension Plan at quarter end.

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     The Company’s assets and liabilities measured at fair value at September 30, 2011 were as follows:

	Fair Value Measurements - (b)
	Level 1		Level 2 (a)		Level 3			Total
Assets:
Cash and cash equivalents	$	66	$	—	$	—		$	66
Crude oil swaps		—		—		—			—
Gasoline swaps		—		—		—			—
Diesel swaps		—		—		—			—
Jet fuel swaps		—		—		—			—
Crude oil options		—		—		—			—
Jet fuel options		—		—		—			—
Pension plan investments		14,598		2,391		—			16,989
Total assets at fair value	$	14,664	$	2,391	$	—		$	17,055
Liabilities:
Crude oil swaps	$	—	$	—	$	(87,573	)	$	(87,573	)
Gasoline swaps		—		—		(2,150	)		(2,150	)
Diesel swaps		—		—		(14,131	)		(14,131	)
Jet fuel swaps		—		—		(55,322	)		(55,322	)
Crude oil options		—		—		—			—
Jet fuel options		—		—		—			—
Interest rate swaps		—		—		(1,685	)		(1,685	)
Pension plan investments		—		—		—			—
Total liabilities at fair value	$	—	$	—	$	(160,861	)	$	(160,861	)

(a)	Transferred from Level 1 to Level 2 in the first quarter of 2011 because of lack of observable market data in the underlying investments.
(b)	The table excludes the pension plan assets from the Superior Acquisition of $17,718. The final determination of the fair value for these assets will be completed as soon as the information necessary to complete the analysis is obtained.

     The Company’s financial assets and liabilities measured at fair value at December 31, 2010 were as follows:

	Fair Value Measurements
	Level 1		Level 2		Level 3			Total
Assets:
Cash and cash equivalents	$	37	$	—	$	—		$	37
Crude oil swaps		—		—		135,578			135,578
Gasoline swaps		—		—		—			—
Diesel swaps		—		—		—			—
Jet fuel swaps		—		—		—			—
Crude oil options		—		—		—			—
Jet fuel options		—		—		20			20
Pension plan investments		16,039		—		—			16,039
Total assets at fair value	$	16,076	$	—	$	135,598		$	151,674
Liabilities:
Crude oil swaps	$	—	$	—	$	—		$	—
Gasoline swaps		—		—		(14,149	)		(14,149	)
Diesel swaps		—		—		(53,744	)		(53,744	)
Jet fuel swaps		—		—		(96,556	)		(96,556	)
Crude oil options		—		—		—			—
Jet fuel options		—		—		—			—
Interest rate swaps		—		—		(3,963	)		(3,963	)
Pension plan investments		—		—		—			—
Total liabilities at fair value	$	—	$	—	$	(168,412	)	$	(168,412	)

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     The table below sets forth a summary of net changes in fair value of the Company’s Level 3 financial assets and liabilities for the nine months ended September 30, 2011 and 2010:

	Nine Months Ended
	September 30,
	2011			2010
Fair value at January 1,	$	(32,814	)	$	26,138
Realized losses		5,798			8,147
Unrealized losses		(23,876	)		(13,835	)
Change in fair value of cash flow hedges		(180,537	)		(20,080	)
Settlements		70,568			(20,469	)
Transfers in (out) of Level 3		—			—
Fair value at September 30,	$	(160,861	)	$	(20,099	)
Total losses included in net loss attributable to changes in unrealized losses relating to financial assets and liabilities held as of September 30,	$	(23,876	)	$	(13,835	)

     All settlements from derivative instruments that are deemed “effective” and were designated as cash flow hedges are included in sales for gasoline, diesel and jet fuel derivatives, cost of sales for crude oil and natural gas derivatives, and interest expense for interest rate derivatives in the unaudited condensed consolidated financial statements of operations in the period that the hedged cash flow occurs. Any “ineffectiveness” associated with these derivative instruments are recorded in earnings immediately in unrealized loss on derivative instruments in the unaudited condensed consolidated statements of operations. All settlements from derivative instruments not designated as cash flow hedges are recorded in realized loss on derivative instruments in the unaudited condensed consolidated statements of operations. See Note 7 for further information on derivative instruments.

10. Partners’ Capital

     In February 2011, the Company satisfied the last of the earnings and distributions tests contained in its partnership agreement for the automatic conversion of all 13,066,000 outstanding subordinated units into common units on a one-for-one basis. The last of these requirements was met upon payment of the quarterly distribution paid on February 14, 2011. Two days following this quarterly distribution to unitholders, or February 16, 2011, all of the outstanding subordinated units automatically converted to common units.

     On February 24, 2011, the Company completed an equity offering of its common units in which it sold 4,500,000 common units to the underwriters of the offering at a price to the public of $21.45 per common unit. The proceeds received by the Company from this offering (net of underwriting discounts, commissions and expenses but before its general partner’s capital contribution) were $92,290 and were used to repay borrowings under its revolving credit facility. Underwriting discounts totaled $3,915. The Company’s general partner contributed $1,970 to retain its 2% general partner interest.

     On September 8, 2011, the Company completed an equity offering of its common units in which it sold 11,000,000 common units to the underwriters of the offering at a price of $18.00 per common unit. The proceeds received by the Company from this offering (net of underwriting discounts, commissions and expenses but before its general partner’s capital contribution) were $189,580 and were used to fund a portion of the purchase price of the Superior Acquisition. Underwriting discounts totaled $7,866. The Company’s general partner contributed $4,041 to retain its 2% general partner interest. See Note 3 for further information on the Superior Acquisition.

     For the three and nine months ended September 30, 2011 and 2010 the general partner was allocated $40 and $0, respectively, in incentive distribution rights.

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11. Comprehensive Income (Loss)

     Comprehensive income (loss) for the Company includes the change in fair value of cash flow hedges and the minimum pension liability adjustment that have not been recognized in net income. Comprehensive income (loss) for the three and nine months ended September 30, 2011 and 2010 was as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Net income	$	19,614		$	21,221		$	16,164		$	7,247
Cash flow hedge (gain) loss reclassified to net income		34,350			(3,952	)		81,294			(11,473	)
Change in fair value of cash flow hedges		(37,762	)		(9,156	)		(180,537	)		(20,080	)
Defined benefit pension and retiree health benefit plans		61			59			183			523
Total comprehensive income (loss)	$	16,263		$	8,172		$	(82,896	)	$	(23,783	)

12. Unit-Based Compensation and Distributions

     A summary of the Company’s nonvested phantom units as of September 30, 2011 and the changes during the nine months ended September 30, 2011 is presented below:

				Weighted Average
				Grant Date
Nonvested Phantom Units	Grant			Fair Value
Nonvested at December 31, 2010		105,492		$	17.68
Granted		55,355			21.31
Vested		(57,482	)		19.78
Forfeited		—			—
Nonvested at September 30, 2011		103,365		$	18.45

     For the three months ended September 30, 2011 and 2010, compensation expense of $662 and $151, respectively, was recognized in the unaudited condensed consolidated statements of operations related to vested phantom unit grants. For the nine months ended September 30, 2011 and 2010, compensation expense of $1,944 and $443, respectively, was recognized in the unaudited condensed consolidated statements of operations related to vested phantom unit grants. As of September 30, 2011 and 2010, there was a total of $1,907 and $928, respectively, of unrecognized compensation costs related to nonvested phantom unit grants. These costs are expected to be recognized over a weighted-average period of approximately three years.

     The Company’s distribution policy is as defined in its partnership agreement. For the three months ended September 30, 2011 and 2010, the Company made distributions of $20,124 and $16,391, respectively, to its partners. For the nine months ended September 30, 2011 and 2010, the Company made distributions of $56,382 and $49,179, respectively, to its partners.

13. Employee Benefit Plans

     The components of net periodic pension and other post retirement benefits cost for the three months ended September 30, 2011 and 2010 were as follows:

	For the Three Months Ended September 30,
	2011						2010
				Other Post						Other Post
	Pension			Retirement			Pension			Retirement
	Benefits			Employee Benefits			Benefits			Employee Benefits
Service cost	$	24		$	—		$	21		$	—
Interest cost		332			5			334			6
Expected return on assets		(264	)		—			(259	)		—
Amortization of net (gain) loss		71			(1	)		69			(1	)
Prior service cost		—			(8	)		—			(9	)
Net periodic benefit cost	$	163		$	(4	)	$	165		$	(4	)

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     The components of net periodic pension and other post retirement benefits cost for the nine months ended September 30, 2011 and 2010 were as follows:

	For the Nine Months Ended September 30,
	2011						2010
				Other Post						Other Post
	Pension			Retirement			Pension			Retirement
	Benefits			Employee Benefits			Benefits			Employee Benefits
Service cost	$	73		$	—		$	63		$	—
Interest cost		998			14			1,002			18
Expected return on assets		(793	)		—			(776	)		—
Amortization of net (gain) loss		211			(2	)		206			(2	)
Prior service cost		—			(26	)		—			(27	)
Net periodic benefit cost	$	489		$	(14	)	$	495		$	(11	)

     During the three months ended September 30, 2011 and 2010, the Company made contributions of $374 and $337, respectively, to its non-contributory defined benefit plan (the “Pension Plan”). During the nine months ended September 30, 2011 and 2010, the Company made contributions of $1,310 and $337, respectively, and expects to make total contributions to its Pension Plan in 2011 of $1,918.

     At September 30, 2011, the Company’s investments associated with its Pension Plan primarily consist of (i) mutual funds that are publicly traded and (ii) a commingled fund. The mutual funds are publicly traded and market prices of the mutual funds are readily available; thus, these investments are categorized as Level 1. The commingled fund is categorized as Level 2 because inputs used in its valuation are not quoted prices in active markets that are indirectly observable and is valued at the net asset value of the shares held by the Pension Plan at quarter end. The Company’s Pension Plan assets measured at fair value at September 30, 2011 and December 31, 2010 were as follows:

	September 30, 2011				December 31, 2010
	Pension Benefits (a)				Pension Benefits
	Level 1		Level 2		Level 1		Level 2
Cash	$	3,903	$	—	$	347	$	—
Equity		3,567		—		7,784		—
Foreign equities		664		—		1,890		—
Commingled fund		—		2,391		—		—
Fixed income		6,464		—		6,018		—
	$	14,598	$	2,391	$	16,039	$	—

(a) The table excludes the pension plan assets from the Superior Acquisition of $17,718, for which the Company is awaiting final information.

14. Transactions with Related Parties

     On March 24, 2011, Calumet Lubricants Co., Limited Partnership (“Calumet Lubricants”), a wholly owned subsidiary of the Company, entered into Amendment No. 5 (the “Princeton Amendment”) to that certain Crude Oil Supply Agreement, effective as of April 30, 2008 (as amended since such date, the “Princeton Crude Oil Supply Agreement”), by and between Calumet Lubricants and Legacy Resources Co., L.P. (“Legacy”), under which Legacy supplied the Company’s Princeton refinery with all of the refinery’s crude oil requirements on a just-in-time basis. The Princeton Amendment, effective as of March 1, 2011, modified the market-based pricing mechanism established in the Princeton Crude Oil Supply Agreement and shortened the termination notice period set forth in the Princeton Crude Oil Supply Agreement from approximately 90 days to approximately 60 days. Concurrent with entering into the Princeton Amendment, on March 24, 2011, Calumet Lubricants provided notice to Legacy that it was exercising its contractual rights under the Princeton Crude Oil Supply Agreement, as amended by the Princeton Amendment, to terminate the Princeton Crude Oil Supply Agreement on May 31, 2011. The Company did not incur any material early termination penalties in connection with its termination of the Princeton Crude Oil Supply Agreement.

     On March 24, 2011, Calumet Shreveport Fuels, LLC (“Calumet Shreveport Fuels”), a wholly owned subsidiary of the Company, entered into Amendment No. 5 (the “Shreveport Amendment”) to that certain Crude Oil Supply Agreement, effective as of September 1, 2009 (as amended since such date, the “Shreveport Crude Oil Supply Agreement”), by and between Calumet Shreveport Fuels and Legacy, under which Legacy supplies the Company’s Shreveport refinery with a portion of the refinery’s crude oil requirements on a just-in-time basis. The Shreveport Amendment, effective as of March 1, 2011, modified the market-based pricing mechanism established in the Shreveport Crude Oil

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Supply Agreement and shortened the termination notice period set forth in the Shreveport Crude Oil Supply Agreement from approximately 90 days to approximately 60 days. Concurrent with entering into the Shreveport Amendment, on March 24, 2011, Calumet Shreveport Fuels provided notice to Legacy that it was exercising its contractual rights under the Shreveport Crude Oil Supply Agreement, as amended by the Shreveport Amendment, to terminate the Shreveport Crude Oil Supply Agreement on May 31, 2011. The Company did not incur any material early termination penalties in connection with its termination of the Shreveport Crude Oil Supply Agreement.

     With the termination of the agreements, the Company has one remaining crude oil supply agreement with Legacy, the Master Crude Oil Purchase and Sale Agreement, that was entered into on January 26, 2009. No crude oil is currently being purchased by the Company under this agreement.

     Legacy is owned in part by three of the Company’s limited partners, an affiliate of the Company’s general partner, the Company’s chief executive officer and vice chairman, F. William Grube, and the Company’s president and chief operating officer, Jennifer G. Straumins. During the three and nine months ended September 30, 2011, the Company had crude oil purchases of $285 and $241,572, respectively, from Legacy. Accounts payable to Legacy at September 30, 2011 were $97.

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15. Segments and Related Information

a. Segment Reporting

     The Company has two reportable segments: Specialty Products and Fuel Products. The Specialty Products segment produces a variety of lubricating oils, solvents, waxes and asphalt and other by-products. These products are sold to customers who purchase these products primarily as raw material components for basic automotive, industrial and consumer goods. The Fuel Products segment produces a variety of fuel and fuel-related products including gasoline, diesel and jet fuel. Because of their similar economic characteristics, certain operations have been aggregated for segment reporting purposes. As a result of the Superior Acquisition on September 30, 2011, the assets and liabilities from the Superior Acquisition have been included in the Company’s condensed consolidated balance sheets, while the unaudited condensed consolidated statements of operations for the Company do not contain the results of the Superior Acquisition, as there was no related revenue in the current period.

     The accounting policies of the segments are the same as those described in the summary of significant accounting policies except that the Company evaluates segment performance based on operating income (loss). The Company accounts for intersegment sales and transfers at cost plus a specified mark-up. Reportable segment information is as follows:

	Specialty		Fuel		Combined					Consolidated
Three Months Ended September 30, 2011	Products		Products		Segments		Eliminations			Total
Sales:
External customers	$	477,489	$	300,291	$	777,780	$	—		$	777,780
Intersegment sales		285,559		13,271		298,830		(298,830	)		—
Total sales	$	763,048	$	313,562	$	1,076,610	$	(298,830	)	$	777,780
Depreciation and amortization		17,930		—		17,930		—			17,930
Operating income		54,404		2,127		56,531		—			56,531
Reconciling items to net income:
Interest expense											(12,577	)
Loss on derivative instruments											(24,149	)
Other											45
Income tax expense											(236	)
Net income										$	19,614
Capital expenditures	$	10,032	$	—	$	10,032	$	—		$	10,032

	Specialty		Fuel			Combined					Consolidated
Three Months Ended September 30, 2010	Products		Products			Segments		Eliminations			Total
Sales:
External customers	$	386,051	$	209,222		$	595,273	$	—		$	595,273
Intersegment sales		200,728		7,286			208,014		(208,014	)		—
Total sales	$	586,779	$	216,508		$	803,287	$	(208,014	)	$	595,273
Depreciation and amortization		18,420		—			18,420		—			18,420
Operating income (loss)		31,126		(1,554	)		29,572		—			29,572
Reconciling items to net income:
Interest expense												(7,794	)
Loss on derivative instruments												(357	)
Other												(121	)
Income tax expense												(79	)
Net income											$	21,221
Capital expenditures	$	10,293	$	—		$	10,293	$	—		$	10,293

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	Specialty		Fuel			Combined					Consolidated
Nine Months Ended September 30, 2011	Products		Products			Segments		Eliminations			Total
Sales:
External customers	$	1,341,005	$	775,785		$	2,116,790	$	—		$	2,116,790
Intersegment sales		792,987		32,178			825,165		(825,165	)		—
Total sales	$	2,133,992	$	807,963		$	2,941,955	$	(825,165	)	$	2,116,790
Depreciation and amortization		54,295		—			54,295		—			54,295
Operating income (loss)		106,359		(14,263	)		92,096		—			92,096
Reconciling items to net income:
Interest expense												(30,602	)
Debt extinguishment costs												(15,130	)
Loss on derivative instruments												(29,674	)
Other												148
Income tax expense												(674	)
Net income											$	16,164
Capital expenditures	$	30,667	$	—		$	30,667	$	—		$	30,667

	Specialty		Fuel		Combined					Consolidated
Nine Months Ended September 30, 2010	Products		Products		Segments		Eliminations			Total
Sales:
External customers	$	1,020,950	$	573,592	$	1,594,542	$	—		$	1,594,542
Intersegment sales		563,989		34,503		598,492		(598,492	)		—
Total sales	$	1,584,939	$	608,095	$	2,193,034	$	(598,492	)	$	1,594,542
Depreciation and amortization		53,928		—		53,928		—			53,928
Operating income		47,961		4,282		52,243		—			52,243
Reconciling items to net income:
Interest expense											(22,505	)
Loss on derivative instruments											(21,982	)
Other											(170	)
Income tax expense											(339	)
Net income										$	7,247
Capital expenditures	$	27,310	$	—	$	27,310	$	—		$	27,310

	September 30, 2011		December 31, 2010
Segment assets:
Specialty products	$	1,121,912	$	962,850
Fuel products		519,684		53,822
Total assets	$	1,641,596	$	1,016,672

b. Geographic Information

     International sales accounted for less than 10% of consolidated sales in each of the three months and nine months ended September 30, 2011 and 2010. All of the Company’s long-lived assets are domestically located.

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c. Product Information

     The Company offers products primarily in five general categories consisting of lubricating oils, solvents, waxes, fuels and asphalt and by-products. Fuel products primarily consist of gasoline, diesel, jet fuel and by-products. The following table sets forth the major product category sales:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Specialty products:
Lubricating oils	$	262,175	$	214,926	$	717,674	$	555,328
Solvents		126,709		102,276		380,687		285,907
Waxes		38,908		34,089		107,089		88,698
Fuels		1,047		298		2,470		4,268
Asphalt and other by-products		48,650		34,462		133,085		86,749
Total	$	477,489	$	386,051	$	1,341,005	$	1,020,950
Fuel products:
Gasoline		132,286		73,550		355,519		225,720
Diesel		116,914		97,405		290,678		239,031
Jet fuel		47,190		34,998		114,650		100,378
By-products		3,901		3,269		14,938		8,463
Total	$	300,291	$	209,222	$	775,785	$	573,592
Consolidated sales	$	777,780	$	595,273	$	2,116,790	$	1,594,542

d. Major Customers

     During the three and nine months ended September 30, 2011 and 2010, the Company had no customer that represented 10% or greater of consolidated sales.

16. Subsequent Events

     On October 5, 2011, Calumet Superior, LLC (“Calumet Superior”), a wholly-owned subsidiary of the Company, entered into a Crude Oil Purchase Agreement (the “BP Purchase Agreement”) with BP Products North America Inc. (“BP”), pursuant to which BP will supply the Superior refinery with approximately 75% of its daily crude oil requirements, with such requirements estimated to be between 35,000 and 45,000 barrels per day, utilizing a market-based pricing mechanism, plus transportation and handling costs. The BP Purchase Agreement is effective as of October 1, 2011, with deliveries commencing November 1, 2011. The BP Purchase Agreement has an initial term of seven months, will automatically renew for successive one-year terms and may be terminated by either party on written notice delivered at least 90 days prior to the end of the then-current term. To secure a portion of Calumet Superior’s payment obligations under the BP Purchase Agreement, the Company and its affiliates have granted a limited interest in the collateral pledged as security under the Collateral Trust Agreement to BP as a “Forward Purchase Secured Hedge Counterparty” under the Collateral Trust Agreement, as such term is defined therein.

     On October 11, 2011, the Company declared a quarterly cash distribution of $0.50 per unit on all outstanding units, or approximately $26,362 in aggregate, for the quarter ended September 30, 2011. The distribution will be paid on November 14, 2011 to unitholders of record as of the close of business on November 4, 2011. This quarterly distribution of $0.50 per unit equates to $2.00 per unit, or approximately $105,448 in aggregate on an annualized basis.

     On October 13, 2011, the underwriters of the Company’s September 8, 2011 public equity offering elected to exercise a portion of their overallotment option. As a result, the Company sold an additional 750,000 common units to the underwriters at the offering price of $18.00 per unit, less the underwriting discount. The proceeds received by the Company from this offering (net of underwriting discounts, commissions and expenses but before its general partner’s capital contribution) were $12,910 and were used to repay borrowings under its revolving credit facility. Underwriting discounts totaled $540. The Company’s general partner contributed $276 to retain its 2% general partner interest.

     The fair value of the Company’s derivatives increased by approximately $32,000 subsequent to September 30, 2011 to a liability of approximately $129,000. The fair value of the Company’s long-term debt, excluding capital leases, has not changed materially subsequent to September 30, 2011.

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     In addition, subsequent to the closing of the Superior Acquisition on September 30, 2011, the Company entered into additional derivative positions to hedge the increased exposure to crack spreads resulting from the Superior Acquisition. The following tables provide a summary of such derivatives entered into as of November 4, 2011, all of which are designated as cash flow hedges.

					Average
	Barrels				Swap
Crude Oil Swap Contracts by Expiration Dates	Purchased		BPD		($/Bbl)
Fourth Quarter 2011		552,000		6,000	$	78.50
Calendar Year 2012		5,490,000		15,000		83.35
Totals		6,042,000
Average price					$	82.90

					Average
	Barrels				Swap
Diesel Swap Contracts by Expiration Dates	Sold		BPD		($/Bbl)
Calendar Year 2012		1,830,000		5,000		115.27
Totals		1,830,000
Average price					$	115.27

					Average
	Barrels				Swap
Gasoline Swap Contracts by Expiration Dates	Sold		BPD		($/Bbl)
Fourth Quarter 2011		552,000		6,000	$	102.22
Calendar Year 2012		3,660,000		10,000		102.48
Totals		4,212,000
Average price					$	102.44

					Implied
					Crack
					Spread
Crude Oil and Fuel Products Swap Contracts by Expiration Dates	Barrels		BPD		($/Bbl)
Fourth Quarter 2011		552,000		6,000	$	23.72
Calendar Year 2012		5,490,000		15,000		23.39
Totals		6,042,000
Average price					$	23.42

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     The historical consolidated financial statements included in this Quarterly Report reflect all of the assets, liabilities and results of operations of Calumet Specialty Products Partners, L.P. (“Calumet,” the “Company,” “we,” “our,” “us”). The following discussion analyzes the financial condition and results of operations of Calumet for the three and nine months ended September 30, 2011 and 2010. Unitholders should read the following discussion and analysis of the financial condition and results of operations for Calumet in conjunction with our 2010 Annual Report and the historical unaudited condensed consolidated financial statements and notes of the Company included elsewhere in this Quarterly Report.

Overview

     We are a leading independent producer of high-quality, specialty hydrocarbon products in North America. We own plants located in Princeton, Louisiana; Cotton Valley, Louisiana; Shreveport, Louisiana; Superior, Wisconsin; Karns City, Pennsylvania and Dickinson, Texas and terminals located in Burnham, Illinois; Rhinelander, Wisconsin; Crookston, Minnesota and Proctor, Minnesota. Our business is organized into two segments: specialty products and fuel products. In our specialty products segment, we process crude oil and other feedstocks into a wide variety of customized lubricating oils, white mineral oils, solvents, petrolatums and waxes. Our specialty products are sold to domestic and international customers who purchase them primarily as raw material components for basic industrial, consumer and automotive goods. In our fuel products segment, we process crude oil into a variety of fuel and fuel-related products, including gasoline, diesel and jet fuel. In connection with our production of specialty products and fuel products, we also produce asphalt and a limited number of other by-products.

Third Quarter 2011 Update

     For the three months ended September 30, 2011 and 2010, 48.9% and 53.4%, respectively, of our sales volume and 90.9% and 98.0%, respectively, of our gross profit was generated from our specialty products segment while, for the same periods, 51.1% and 46.6%, respectively, of our sales volume and 9.1% and 2.0%, respectively, of our gross profit was generated from our fuel products segment.

     Despite a slight decline in specialty product segment sales volume specialty products refining margins significantly strengthened quarter over quarter. Specialty products segment generated a gross profit margin of 18.4% in the third quarter of 2011, as compared to a gross profit margin of 15.8% for the same period in the prior year as specialty products pricing continued to improve throughout the first three quarters of 2011.

     We noted significant improvement in both sales and production volume in our fuel products segment during the third quarter which allowed us to take advantage of higher market crack spreads. Fuel products sales volumes increased 13.8% for the three months ended September 30, 2011 compared to the same period in 2010, while generating a gross profit margin of 2.9% during the quarter compared to 0.6% in same period in 2010. We recorded realized derivative losses of $34.4 million during the third quarter in our fuel products segment. During the third quarter we entered into additional crack spread hedges due to the strength in forward markets, hedging crack spreads on an average of 6,425 barrels per day in 2013 and 2014 at an average of $24.97 per barrel, a $12.81 per barrel increase over our average hedged crack spreads in 2011.

     Our third quarter 2011 total production increased by 5.2% quarter over quarter, due primarily to our decision to increase production run rates at our Shreveport refinery to take advantage of strengthened fuel products crack spreads. Production levels at our other facilities, which focus primarily on the production of specialty products, also increased quarter over quarter to take advantage of higher specialty products demand.

     We improved our cash flow from operations during the third quarter by generating $70.0 million in the three months ended September 30, 2011 due primarily to our improved operating income before depreciation. In the first and second quarters of 2011, we used cash in response to increasing crude inventory levels as a result of terminating certain just-in-time inventory supply arrangements with a related party, Legacy, effective May 31, 2011, increased working capital requirements resulting from increased run rates at our Shreveport refinery and higher commodity prices in general. We plan to continue focusing our efforts on generating positive cash flows from operations which we expect will be used to (i) improve our liquidity position, (ii) pay quarterly distributions to our unitholders, (iii) service our debt obligations and (iv) provide funding for general partnership purposes.

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Superior Acquisition

     On September 30, 2011, we completed the acquisition of the Superior, Wisconsin refinery and associated operating assets and inventories and related business of Murphy Oil Corporation (“Murphy Oil”) for aggregate consideration of approximately $411.1 million, excluding customary post-closing purchase price adjustments (“Superior Acquisition”). Pursuant to the Superior Acquisition, we acquired the following (collectively the “Superior Business”):

• Murphy Oil’s refinery located in Superior, Wisconsin and associated inventories;

• Superior’s wholesale marketing business and related assets, including certain owned or leased Murphy Oil product terminals located in Superior and Rhinelander, Wisconsin, Duluth and Crookston and Proctor, Minnesota and Toole, Utah and associated inventories and logistics assets located at each of the foregoing facilities; and

• Murphy Oil’s “SPUR” branded gasoline wholesale business and related assets.

     The Superior refinery produces gasoline, diesel, asphalt and specialty petroleum products that are marketed in the Midwest region of the U.S., including the surrounding border states, and Canada. The Superior wholesale business transports products produced at the Superior refinery through several Magellan pipeline terminals in Minnesota, Wisconsin, Iowa, North Dakota and South Dakota and through its own leased and owned product terminals located in Superior and Rhinelander, Wisconsin, Duluth, Crookston and Proctor, Minnesota and Toole, Utah. The Superior wholesale business also sells gasoline wholesale to SPUR branded gas stations, which are owned and operated by independent franchisees.

     We believe the Superior Acquisition provides greater scale, geographic diversity and development potential to our refining business, as our current total refining throughput capacity has increased by 50% to 135,000 barrels per day.

     The Superior Acquisition was financed by a combination of (i) net proceeds of $193.6 million from our September 2011 public offering of common units, (ii) net proceeds of $180.3 million from the September 2011 private placement of 9 3/8% senior notes due May 1, 2019 and (iii) borrowings under our revolving credit facility.

     In addition, subsequent to September 30, 2011, we have entered into additional derivative contracts to hedge our increased exposure to crack spreads resulting from the Superior Acquisition. We plan to hedge a portion of the Superior refinery’s estimated fuels production in 2013 and 2014 consistent with our existing hedging policy.

Key Performance Measures

     Our sales and net income are principally affected by the price of crude oil, demand for specialty and fuel products, prevailing crack spreads for fuel products, the price of natural gas used as fuel in our operations and our results from derivative instrument activities.

     Our primary raw materials are crude oil and other specialty feedstocks and our primary outputs are specialty petroleum and fuel products. The prices of crude oil, specialty products and fuel products are subject to fluctuations in response to changes in supply, demand, market uncertainties and a variety of additional factors beyond our control. We monitor these risks and enter into financial derivatives designed to mitigate the impact of commodity price fluctuations on our business. The primary purpose of our commodity risk management activities is to economically hedge our cash flow exposure to commodity price risk so that we can meet our cash distribution, debt service and capital expenditure requirements despite fluctuations in crude oil and fuel products prices. We enter into derivative contracts for future periods in quantities that do not exceed our projected purchases of crude oil and natural gas and sales of fuel products. Please read Part I Item 3 “Quantitative and Qualitative Disclosures About Market Risk — Commodity Price Risk.” As of September 30, 2011, we have hedged approximately 11.7 million barrels of fuel products through December 2014 at an average refining margin of $17.85 per barrel with average refining margins ranging from a low of $12.16 per barrel in 2011 to a high of $25.01 per barrel in 2014. In addition, subsequent to the closing of the Superior Acquisition, we have entered into approximately 6.0 million barrels of fuel products crack spread hedges at an average crack spread of $23.42 per barrel. Please refer to Note 7 under Part I Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” and Part I Item 3 “Quantitative and Qualitative Disclosures About Market Risk — Existing Commodity Derivative Instruments” for detailed information regarding our derivative instruments.

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     Our management uses several financial and operational measurements to analyze our performance. These measurements include the following:

• sales volumes;

• production yields; and

• specialty products and fuel products gross profit.

     Sales volumes. We view the volumes of specialty products and fuel products sold as an important measure of our ability to effectively utilize our refining assets. Our ability to meet the demands of our customers is driven by the volumes of crude oil and feedstocks that we run at our facilities. Higher volumes improve profitability both through the spreading of fixed costs over greater volumes and the additional gross profit achieved on the incremental volumes.

     Production yields. In order to maximize our gross profit and minimize lower margin by-products, we seek the optimal product mix for each barrel of crude oil we refine, which we refer to as production yield.

     Specialty products and fuel products gross profit. Specialty products and fuel products gross profit are important measures of our ability to maximize the profitability of our specialty products and fuel products segments. We define specialty products and fuel products gross profit as sales less the cost of crude oil and other feedstocks and other production-related expenses, the most significant portion of which includes labor, plant fuel, utilities, contract services, maintenance, depreciation and processing materials. We use specialty products and fuel products gross profit as indicators of our ability to manage our business during periods of crude oil and natural gas price fluctuations, as the prices of our specialty products and fuel products generally do not change immediately with changes in the price of crude oil and natural gas. The increase in selling prices typically lags behind the rising costs of crude oil feedstocks for specialty products. Other than plant fuel, production-related expenses generally remain stable across broad ranges of throughput volumes, but can fluctuate depending on maintenance activities performed during a specific period.

     Our fuel products segment gross profit may differ from a standard U.S. Gulf Coast 2/1/1 or 3/2/1 market crack spread due to many factors, including our fuel products mix as shown in our production table being different than the ratios used to calculate such market crack spreads, the allocation of by-product (primarily asphalt) losses at the Shreveport refinery to the fuel products segment, operating costs including fixed costs, derivative activity to hedge our fuel products segment revenues and cost of crude oil reflected in gross profit and our local market pricing differential in Shreveport, Louisiana as compared to U.S. Gulf Coast postings.

     In addition to the foregoing measures, we also monitor our selling, general and administrative expenditures, substantially all of which are incurred through our general partner.

Results of Operations for the Three and Nine Months Ended September 30, 2011 and 2010

     Production Volume. The following table sets forth information about our combined operations. Facility production volume differs from sales volume due to changes in inventory.

	Three Months Ended September 30,							Nine Months Ended September 30,
	2011		2010		% Change			2011		2010		% Change
			(In bpd)							(In bpd)
Total sales volume (1)		62,337		60,163		3.6	%		58,546		54,861		6.7	%
Total feedstock runs (2)		63,567		61,678		3.1	%		60,529		55,774		8.5	%
Facility production: (3)
Specialty products:
Lubricating oils		15,017		14,707		2.1	%		14,316		13,268		7.9	%
Solvents		10,963		10,715		2.3	%		10,717		9,240		16.0	%
Waxes		1,434		1,307		9.7	%		1,234		1,157		6.7	%
Fuels		491		942		(47.9	)%		519		1,023		(49.3	)%
Asphalt and other by-products		8,984		8,079		11.2	%		8,660		6,649		30.2	%
Total		36,889		35,750		3.2	%		35,446		31,337		13.1	%
Fuel products:
Gasoline		9,741		8,538		14.1	%		9,660		8,674		11.4	%
Diesel		13,470		11,883		13.4	%		11,896		10,592		12.3	%
Jet fuel		4,872		5,336		(8.7	)%		4,495		5,306		(15.3	)%
By-products		492		735		(33.1	)%		704		586		20.1	%
Total		28,575		26,492		7.9	%		26,755		25,158		6.3	%
Total facility production (3)		65,464		62,242		5.2	%		62,201		56,495		10.1	%

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(1)	Total sales volume includes sales from the production at our facilities and certain third-party facilities pursuant to supply and/or processing agreements and sales of inventories.
(2)	Total feedstock runs represent the barrels per day of crude oil and other feedstocks processed at our facilities and at certain third-party facilities pursuant to supply and/or processing agreements. The increase in the total feedstock runs for the three months ended September 30, 2011 compared to the same quarter in 2010 is due primarily to the decision to increase feedstock run rates at our facilities because of the favorable economics of running additional barrels. The increase in feedstock runs for the nine months ended September 30, 2011 compared to the same period in 2010 is due primarily to the decision to increase crude oil run rates at our facilities because of favorable economics of running additional barrels and the failure of an environmental operating unit at our Shreveport refinery which impacted run rates in the 2010 period. This increase is partially offset by the impact of the approximately three week shutdown during May and June 2011 of the ExxonMobil crude oil pipeline serving our Shreveport refinery resulting from the Mississippi River flooding occurring during this period.
(3)	Total facility production represents the barrels per day of specialty products and fuel products yielded from processing crude oil and other feedstocks at our facilities and at certain third-party facilities, pursuant to supply and/or processing agreements, including such agreements with LyondellBasell. The difference between total facility production and total feedstock runs is primarily a result of the time lag between the input of feedstock and production of finished products and volume loss. The increase in production in the three and nine months ended September 30, 2011 compared to the same periods in 2010 is due primarily to higher throughput rates at our Shreveport refinery period over period as discussed above in footnote 2 of this table.

     The following table reflects our consolidated results of operations and includes the non-GAAP financial measures EBITDA, Adjusted EBITDA and Distributable Cash Flow. For a reconciliation of EBITDA, Adjusted EBITDA and Distributable Cash Flow to net income (loss) and net cash provided by (used in) operating activities, our most directly comparable financial performance and liquidity measures calculated in accordance with GAAP, please read “—Non-GAAP Financial Measures.”

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
	(In thousands)						(In thousands)
Sales	$	777,780		$	595,273		$	2,116,790		$	1,594,542
Cost of sales		681,179			533,167			1,922,760			1,451,141
Gross profit		96,601			62,106			194,030			143,401
Operating costs and expenses:
Selling, general and administrative		14,148			7,403			35,143			22,894
Transportation		23,696			23,258			69,462			63,460
Taxes other than income taxes		1,683			1,308			4,246			3,431
Insurance recoveries		—			—			(8,698	)		—
Other		543			565			1,781			1,373
Operating income		56,531			29,572			92,096			52,243
Other income (expense):
Interest expense		(12,577	)		(7,794	)		(30,602	)		(22,505	)
Debt extinguishment costs		—			—			(15,130	)		—
Realized loss on derivative instruments		(3,814	)		(2,288	)		(5,798	)		(8,147	)
Unrealized gain (loss) on derivative instruments		(20,335	)		1,931			(23,876	)		(13,835	)
Other		45			(121	)		148			(170	)
Total other expense		(36,681	)		(8,272	)		(75,258	)		(44,657	)
Net income before income taxes		19,850			21,300			16,838			7,586
Income tax expense		236			79			674			339
Net income	$	19,614		$	21,221		$	16,164		$	7,247
Adjusted EBITDA	$	70,548		$	44,006		$	146,042		$	96,265
Distributable Cash Flow	$	50,487		$	30,862		$	94,076		$	45,166

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Non-GAAP Financial Measures

     We include in this Quarterly Report the non-GAAP financial measures EBITDA, Adjusted EBITDA and Distributable Cash Flow, and provide reconciliations of EBITDA, Adjusted EBITDA and Distributable Cash Flow to net income and net cash provided by (used in) operating activities, our most directly comparable financial performance and liquidity measures calculated and presented in accordance with GAAP.

     EBITDA, Adjusted EBITDA and Distributable Cash Flow are used as supplemental financial measures by our management and by external users of our financial statements such as investors, commercial banks, research analysts and others, to assess:

• the financial performance of our assets without regard to financing methods, capital structure or historical cost basis;

• the ability of our assets to generate cash sufficient to pay interest costs and support our indebtedness;

• our operating performance and return on capital as compared to those of other companies in our industry, without regard to financing or capital structure; and

• the viability of acquisitions and capital expenditure projects and the overall rates of return on alternative investment opportunities.

     We believe that these non-GAAP measures are useful to analysts and investors as they exclude transactions not related to our core cash operating activities and provide metrics to analyze our ability to pay distributions. We believe that excluding these transactions allows investors to meaningfully trend and analyze the performance of our core cash operations.

     We define EBITDA for any period as net income plus interest expense (including debt issuance and extinguishment costs), income taxes and depreciation and amortization.

     We define Adjusted EBITDA for any period as: (1) net income plus (2)(a) interest expense; (b) income taxes; (c) depreciation and amortization; (d) unrealized losses from mark to market accounting for hedging activities; (e) realized gains under derivative instruments excluded from the determination of net income; (f) non-cash equity based compensation expense and other non-cash items (excluding items such as accruals of cash expenses in a future period or amortization of a prepaid cash expense) that were deducted in computing net income; (g) debt refinancing fees, premiums and penalties and (h) all extraordinary, unusual or non-recurring items of gain or loss, or revenue or expense; minus (3)(a) unrealized gains from mark to market accounting for hedging activities; (b) realized losses under derivative instruments excluded from the determination of net income and (c) other non-recurring expenses and unrealized items that reduced net income for a prior period, but represent a cash item in the current period.

     We define Distributable Cash Flow for any period as Adjusted EBITDA less replacement capital expenditures, turnaround costs, cash interest expense (consolidated interest expense less non-cash interest expense) and income tax expense. Distributable Cash Flow is used by us and our investors to analyze our ability to pay distributions.

     The definitions of Adjusted EBITDA and Distributable Cash that are presented in this Quarterly Report have been updated to reflect the calculation of “Consolidated Cash Flow” contained in the indentures governing our 2019 Notes. We are required to report Consolidated Cash Flow to the holders of our 2019 Notes and Adjusted EBITDA to the lenders under our revolving credit facility, and these measures are used by them to determine our compliance with certain covenants governing those debt instruments. Adjusted EBITDA and Distributable Cash Flow that are presented in this Quarterly Report for prior periods have been updated to reflect the use of the new calculations. Please refer to “Liquidity and Capital Resources — Debt and Credit Facilities” within this item for additional details regarding the covenants governing our debt instruments.

     EBITDA, Adjusted EBITDA and Distributable Cash Flow should not be considered alternatives to net income, operating income, net cash provided by (used in) operating activities or any other measure of financial performance presented in accordance with GAAP. In evaluating our performance as measured by EBITDA, Adjusted EBITDA and Distributable Cash Flow, management recognizes and considers the limitations of these measurements. EBITDA, Adjusted EBITDA and Distributable Cash Flow do not reflect our obligations for the payment of income taxes, interest expense or other obligations such as capital expenditures. Accordingly, EBITDA, Adjusted EBITDA and Distributable Cash Flow are only three of the measurements that management utilizes. Moreover, our EBITDA, Adjusted EBITDA and Distributable Cash Flow may not be comparable to similarly titled measures of another company because all companies may not calculate EBITDA, Adjusted EBITDA and Distributable Cash Flow in the same manner. The following tables present a reconciliation of both net income to EBITDA, Adjusted

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EBITDA and Distributable Cash Flow, and Distributable Cash Flow, Adjusted EBITDA and EBITDA to net cash provided by (used in) operating activities, our most directly comparable GAAP financial performance and liquidity measures, for each of the periods indicated.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011		2010
	(In thousands)						(In thousands)
Reconciliation of Net Income to EBITDA, Adjusted EBITDA and Distributable Cash Flow:
Net income	$	19,614		$	21,221		$	16,164	$	7,247
Add:
Interest expense		12,577			7,794			30,602		22,505
Debt extinguishment costs		—			—			15,130		—
Depreciation and amortization		14,680			14,908			43,644		44,410
Income tax expense		236			79			674		339
EBITDA	$	47,107		$	44,002		$	106,214	$	74,501
Add:
Unrealized (gain) loss on derivatives	$	20,335		$	(1,931	)	$	23,876	$	13,835
Realized gain (loss) on derivatives, not included in net income		(771	)		(594	)		4,366		848
Amortization of turnaround costs		2,542			2,539			8,288		6,639
Non-cash equity based compensation		1,335			(10	)		3,298		442
Adjusted EBITDA	$	70,548		$	44,006		$	146,042	$	96,265
Less:
Replacement capital expenditures (1)		6,608			5,751			14,204		22,093
Cash interest expense (2)		11,869			6,821			28,239		19,626
Turnaround costs		1,348			493			8,849		9,041
Income tax expense		236			79			674		339
Distributable Cash Flow	$	50,487		$	30,862		$	94,076	$	45,166

(1)	Replacement capital expenditures are defined as those capital expenditures which do not increase operating capacity or reduce operating costs and exclude turnaround costs.
(2)	Represents consolidated interest expense less non-cash interest expense.

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	Nine Months Ended
	September 30,
	2011			2010
	(In thousands)
Reconciliation of Distributable Cash Flow, Adjusted EBITDA and EBITDA to net cash provided by (used in) operating activities:
Distributable Cash Flow	$	94,076		$	45,166
Add:
Replacement capital expenditures (1)		14,204			22,093
Cash interest expense (2)		28,239			19,626
Turnaround costs		8,849			9,041
Income tax expense		674			339
Adjusted EBITDA	$	146,042		$	96,265
Less:
Unrealized loss on derivative instruments		23,876			13,835
Realized gain on derivatives, not included in net income		4,366			848
Amortization of turnaround costs		8,288			6,639
Non-cash equity based compensation		3,298			442
EBITDA	$	106,214		$	74,501
Add:
Unrealized loss on derivative instruments		23,876			13,835
Cash interest expense (2)		(28,239	)		(19,626	)
Non-cash equity based compensation		3,298			442
Amortization of turnaround costs		8,288			6,639
Income tax expense		(674	)		(339	)
Provision for doubtful accounts		255			74
Debt extinguishment costs		(729	)		—
Changes in assets and liabilities:
Accounts receivable		(44,714	)		(42,004	)
Inventories		(109,787	)		(12,964	)
Other current assets		(2,352	)		3,664
Turnaround costs		(8,849	)		(9,041	)
Derivative activity		4,928			849
Other assets		(197	)		—
Accounts payable		54,916			68,995
Other liabilities		(4,489	)		1,842
Other, including changes in noncurrent assets and liabilities		(2,304	)		835
Net cash provided by (used in) operating activities	$	(559	)	$	87,702

(1)	Replacement capital expenditures are defined as those capital expenditures which do not increase operating capacity or reduce operating costs and exclude turnaround costs.
(2)	Represents consolidated interest expense less non-cash interest expense.

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Changes in Results of Operations for the Three Months Ended September 30, 2011 and 2010

     Sales. Sales increased $182.5 million, or 30.7%, to $777.8 million in the three months ended September 30, 2011 from $595.3 million in the same period in 2010. Sales for each of our principal product categories in these periods were as follows:

	Three Months Ended September 30,
	2011		2010		% Change
	(Dollars in thousands, except per barrel data)
Sales by segment:
Specialty products:
Lubricating oils	$	262,175	$	214,926		22.0	%
Solvents		126,709		102,276		23.9	%
Waxes		38,908		34,089		14.1	%
Fuels (1)		1,047		298		251.3	%
Asphalt and by-products (2)		48,650		34,462		41.2	%
Total specialty products	$	477,489	$	386,051		23.7	%
Total specialty products sales volume (in barrels)		2,803,000		2,958,000		(5.2	)%
Average specialty products sales price per barrel	$	170.35	$	130.51		30.5	%
Fuel products:
Gasoline	$	132,286	$	73,550		79.9	%
Diesel		116,914		97,405		20.0	%
Jet fuel		47,190		34,998		34.8	%
By-products (3)		3,901		3,269		19.3	%
Total fuel products	$	300,291	$	209,222		43.5	%
Total fuel products sales volume (in barrels)		2,932,000		2,577,000		13.8	%
Average fuel products sales price per barrel (4)	$	102.42	$	81.19		26.1	%
Total sales	$	777,780	$	595,273		30.7	%
Total sales volume (in barrels)		5,735,000		5,535,000		3.6	%

(1)	Represents fuels produced in connection with the production of specialty products at the Princeton, Cotton Valley and Karns City refineries.
(2)	Represents asphalt and other by-products produced in connection with the production of specialty products at the Princeton, Cotton Valley and Shreveport refineries.
(3)	Represents by-products produced in connection with the production of fuels at the Shreveport refinery.
(4)	Average fuel products sales price per barrel includes impact of hedging contracts.

     Specialty products segment sales for the three months ended September 30, 2011 increased $91.4 million, or 23.7%, as a result of an increase in the average selling price per barrel of $39.84, or 30.5%. The increase is partially offset by a 5.2% decrease in sales volume as compared to the same period in 2010. Lubricating oils and solvents experienced price increases, driven by improving overall demand and a 23.4% increase in the average cost of crude oil per barrel for the 2011 period as compared to the same period in 2010.

     Fuel products segment sales for the three months ended September 30, 2011 increased $91.1 million, or 43.5%, due primarily to an increase in the average selling price per barrel (excluding the impact of hedging activities) of $37.56, or 43.8% and a 13.8% increase in sales volume, driven by market conditions and higher Shreveport refinery run rates over the prior period. The increase in the average selling price per barrel of 43.8% compares to a 25.1% increase in the average price of crude oil per barrel. The average selling price per barrel increased for all fuel products, with jet fuel and gasoline selling prices experiencing significant increases driven by improved market pricing. Adversely impacting fuel product sales was a $49.6 million increase in realized derivative losses on our fuel products cash flow hedges recorded in sales. Please see “Gross Profit” below for discussion of the net impact of our crude oil and fuel products derivative instruments designated as cash flow hedges.

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     Gross Profit. Gross profit increased $34.5 million, or 55.5%, to $96.6 million in the three months ended September 30, 2011 from $62.1 million in the same period in 2010. Gross profit for our specialty products and fuel products segments was as follows:

	Three Months Ended September 30,
	2011			2010			% Change
	(Dollars in thousands, except per barrel data)
Gross profit by segment:
Specialty products	$	87,789		$	60,880			44.2	%
Percentage of sales		18.4	%		15.8	%
Specialty products gross profit per barrel	$	31.32		$	20.58			52.2	%
Fuel products	$	8,812		$	1,226			618.8	%
Percentage of sales		2.9	%		0.6	%
Fuel products gross profit per barrel	$	3.01		$	0.48			527.1	%
Total gross profit	$	96,601		$	62,106			55.5	%
Percentage of sales		12.4	%		10.4	%

     The increase in specialty products segment gross profit of $26.9 million quarter over quarter was due primarily to a 30.5% increase in the average selling price per barrel as discussed above, partially offset by a 23.4% increase in the average cost of crude oil per barrel, a 5.2% decrease in sales volume and higher operating costs, primarily repairs and maintenance.

     The increase in fuel products segment gross profit of $7.6 million quarter over quarter was due primarily to a 13.8% increase in sales volume and a 43.8% increase in the average selling price per barrel (excluding the impact of realized hedging losses), partially offset by increased realized losses on derivatives of $38.9 million in our fuel products hedging program, a 25.1% increase in the average cost of crude oil per barrel and higher operating costs, primarily repairs and maintenance.

     Selling, general and administrative. Selling, general and administrative expenses increased $6.7 million, or 91.1%, to $14.1 million in the three months ended September 30, 2011 from $7.4 million in the same period in 2010. This increase is due primarily to increased accrued incentive compensation costs of $3.5 million in 2011 compared to 2010 and $2.1 million of acquisition costs related to the Superior Acquisition with no comparable expenses in 2010.

     Interest expense. Interest expense increased $4.8 million, or 61.4%, to $12.6 million in the three months ended September 30, 2011 from $7.8 million in the three months ended September 30, 2010, due primarily to higher interest rates associated with the 2019 Notes as compared to our term loan that was repaid in full and extinguished in connection with the issuance of the 2019 Notes.

     Realized loss on derivative instruments. Realized loss on derivative instruments increased $1.5 million to $3.8 million in the three months ended September 30, 2011 from $2.3 million for the three months ended September 30, 2010. This change was due primarily to a gain of approximately $0.9 million in the prior period on crack spread derivatives not designated as hedges that were executed to economically lock in gains on a portion of our fuel products segment derivative hedging activity with no activity during the three months ended September 30, 2011 and an increase in ineffectiveness on settled crack spread hedges of approximately $1.9 million. Partially offsetting these increased realized losses were decreased realized losses of approximately $1.5 million in our specialty products segment related to crude oil derivatives not designated as hedges.

     Unrealized gain (loss) on derivative instruments. Unrealized gain (loss) on derivative instruments decreased $22.3 million, to a $20.3 million loss in the three months ended September 30, 2011 from a $1.9 million gain in the three months ended September 30, 2010. This change was due primarily to an increase in ineffectiveness of approximately $21.6 million for the three months ended September 30, 2011. This increased loss ineffectiveness is due primarily to the continued widening of the spread between the West Texas Intermediate (“NYMEX WTI”) crude oil price, upon which our crude oil derivatives are settled, and other crude oil indices, such as Light Louisiana Sweet (“LLS”) and Brent, upon which a portion of our crude oil purchases are based.

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Changes in Results of Operations for the Nine Months Ended September 30, 2011 and 2010

     Sales. Sales increased $522.2 million, or 32.8%, to $2,116.8 million in the nine months ended September 30, 2011 from $1,594.5 million in the same period in 2010. Sales for each of our principal product categories in these periods were as follows:

	Nine Months Ended September 30,
	2011		2010		% Change
	(Dollars in thousands, except per barrel data)
Sales by segment:
Specialty products:
Lubricating oils	$	717,674	$	555,328		29.2	%
Solvents		380,687		285,907		33.2	%
Waxes		107,089		88,698		20.7	%
Fuels (1)		2,470		4,268		(42.1	)%
Asphalt and by-products (2)		133,085		86,749		53.4	%
Total specialty products	$	1,341,005	$	1,020,950		31.3	%
Total specialty products sales volume (in barrels)		8,249,000		7,894,000		4.5	%
Average specialty products sales price per barrel	$	162.57	$	129.33		25.7	%
Fuel products:
Gasoline	$	355,519	$	225,720		57.5	%
Diesel		290,678		239,031		21.6	%
Jet fuel		114,650		100,378		14.2	%
By-products (3)		14,938		8,463		76.5	%
Total fuel products	$	775,785	$	573,592		35.3	%
Total fuel products sales volume (in barrels)		7,734,000		7,083,000		9.2	%
Average fuel products sales price per barrel (4)	$	100.31	$	80.98		23.9	%
Total sales	$	2,116,790	$	1,594,542		32.8	%
Total sales volume (in barrels)		15,983,000		14,977,000		6.7	%

(1)	Represents fuels produced in connection with the production of specialty products at the Princeton, Cotton Valley and Karns City refineries.
(2)	Represents asphalt and other by-products produced in connection with the production of specialty products at the Princeton, Cotton Valley and Shreveport refineries.
(3)	Represents by-products produced in connection with the production of fuels at the Shreveport refinery.
(4)	Average fuel products sales price per barrel includes impact of hedging contracts.

     Specialty products segment sales for the nine months ended September 30, 2011 increased $320.1 million, or 31.3%, as a result of an increase in the average selling price per barrel of $33.24, or 25.7%, and a 4.5% increase in sales volume as compared to the same period in 2010. Lubricating oils, solvents and asphalt and by-products experienced price increases, driven by improving overall demand and a 28.3% increase in the average cost of crude oil per barrel for the 2011 period as compared to the same period in 2010. The increased volume is due primarily to improving overall specialty products demand as a result of improved economic conditions and higher refinery run rates over the prior period.

     Fuel products segment sales for the nine months ended September 30, 2011 increased $202.2 million, or 35.3%, due primarily to an increase in the average selling price per barrel (excluding the impact of hedging activities) of $35.33, or 40.9%, driven by market conditions compared to a 29.5% increase in the average price of crude oil per barrel and a 9.2% increase in sales volume. The average selling price per barrel increased for all fuel products, with gasoline and diesel selling prices experiencing significant increases driven by improved market pricing. Adversely impacting fuel products sales was a $127.4 million increase in realized derivative losses on our fuel products cash flow hedges recorded in sales. Please see “Gross Profit” below for discussion of the net impact of our crude oil and fuel products derivative instruments designated as cash flow hedges.

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     Gross Profit. Gross profit increased $50.6 million, or 35.3%, to $194.0 million in the nine months ended September 30, 2011 from $143.4 million in the same period in 2010. Gross profit for our specialty products and fuel products segments was as follows:

	Nine Months Ended September 30,
	2011			2010			% Change
	(Dollars in thousands, except per barrel data)
Gross profit by segment:
Specialty products	$	193,988		$	130,706			48.4	%
Percentage of sales		14.5	%		12.8	%
Specialty products gross profit per barrel	$	23.52		$	16.56			42.0	%
Fuel products	$	42		$	12,695			(99.7	)%
Percentage of sales		0.0	%		2.2	%
Fuel products gross profit per barrel	$	0.01		$	1.79			(99.4	)%
Total gross profit	$	194,030		$	143,401			35.3	%
Percentage of sales		9.2	%		9.0	%

     The increase in specialty products segment gross profit of $63.3 million for the nine months ended September 30, 2011 compared to the same period in 2010 was due primarily to a 4.5% increase in sales volume and a 25.7% increase in the average selling price per barrel as discussed above, partially offset by a 28.3% increase in the average cost of crude oil per barrel and higher operating costs, primarily repair and maintenance.

     The decrease in fuel products segment gross profit of $12.7 million for the nine months ended September 30, 2011 compared to the same period in 2010 was due primarily to increased realized losses on derivatives of $94.0 million in our fuel products hedging program, a 29.5% increase in the cost of crude oil per barrel and increased production of by-products, partially offset by a 9.2% increase in sales volume and a 40.9% increase in selling prices per barrel, excluding the impact of realized hedging losses. During the second quarter of 2011, our fuel products hedged volumes, combined with lower refinery run rates, resulted in our diesel and jet fuel sales volumes being approximately 100% hedged at approximately $12.00 per barrel, preventing us from realizing the benefit of increased market crack spreads for these products. By-product production increased in the 2011 period as compared to the 2010 period due primarily to an increase in run rates at the Shreveport refinery.

     Selling, general and administrative. Selling, general and administrative expenses increased $12.2 million, or 53.5%, to $35.1 million in the nine months ended September 30, 2011 from $22.9 million in 2010. This increase is due primarily to increased accrued incentive compensation costs of $6.5 million in 2011 compared to 2010 and $2.1 million of acquisition costs related to the Superior Acquisition with no comparable costs in 2010, as well as increased overall salaries and wages and advertising.

     Transportation. Transportation expenses increased $6.0 million, or 9.5%, to $69.5 million in the nine months ended September 30, 2011 from $63.5 million in the same period in 2010. This increase is due primarily to increased sales volumes of lubricating oils, solvents and waxes, as well as higher freight costs.

     Insurance recoveries. Insurance recoveries were $8.7 million for the nine months ended September 30, 2011. The gain was related to a claim settled in the second quarter of 2011 with insurers related to the failure of an environmental operating unit at the Shreveport refinery in 2010.

     Interest expense. Interest expense increased $8.1 million, or 36.0%, to $30.6 million in the nine months ended September 30, 2011 from $22.5 million in the nine months ended September 30, 2010, due primarily to higher interest rates associated with the 2019 Notes as compared to our term loan that was repaid in full and extinguished in connection with the issuance of the 2019 Notes.

     Debt extinguishment costs. Debt extinguishment costs were $15.1 million during the nine months ended September 30, 2011. The debt extinguishment costs were related to the extinguishment of the term loan with proceeds from the issuance of the 2019 Notes.

     Realized loss on derivative instruments. Realized loss on derivative instruments decreased $2.3 million to $5.8 million in the nine months ended September 30, 2011 from $8.1 million for the nine months ended September 30, 2010. This change was due primarily to a gain of approximately $3.0 million on crack spread derivatives not designated as hedges that were executed to economically lock in gains on a portion of our fuel products segment derivative hedging activity with no activity during the nine months ended September 30, 2011, and an increase in ineffectiveness on settled crack spread hedges of approximately $0.6 million. Partially offsetting these increased realized losses were decreased realized losses of approximately $7.0 million in our specialty products segment related to crude oil derivatives not designate as hedges.

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     Unrealized loss on derivative instruments. Unrealized loss on derivative instruments increased $10.0 million, to $23.9 million in the nine months ended September 30, 2011 from $13.8 million in the nine months ended September 30, 2010. The increased loss is due primarily to an increase in ineffectiveness of $11.2 million during the quarter ended September 30, 2011. This increased loss ineffectiveness is due primarily to the continued widening of the spread between the NYMEX WTI crude oil price, upon which our crude oil derivatives are settled, and other crude oil indices, such as LLS and Brent, upon which a portion of our crude oil purchases are based.

Liquidity and Capital Resources

     The following should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” included under Part I Item 7 in our 2010 Annual Report. There have been no material changes in that information other than as discussed below. Also, see Note 6 under Part I Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional discussion related to long-term debt.

     Our principal sources of cash have historically included cash flow from operations, proceeds from public equity offerings, proceeds from notes offerings and bank borrowings. Principal uses of cash have included capital expenditures, acquisitions, distributions to our unitholders and general partner and debt service. We expect that our principal uses of cash in the future will be for distributions to our limited partners and general partner, debt service, replacement and environmental capital expenditures and capital expenditures related to internal growth projects and acquisitions from third parties or affiliates. We expect to fund future capital expenditures with current cash flow from operations and borrowings under our revolving credit facility. Future internal growth projects or acquisitions may require expenditures in excess of our then-current cash flow from operations and borrowings under our existing revolving credit facility and may require us to issue debt or equity securities in public or private offerings or incur additional borrowings under bank credit facilities to meet those costs.

Cash Flows

     We believe that we have sufficient liquid assets, cash flow from operations and borrowing capacity to meet our financial commitments, debt service obligations and anticipated capital expenditures. However, we are subject to business and operational risks that could materially adversely affect our cash flows. A material decrease in our cash flow from operations including a significant, sudden decrease in crude oil prices would likely produce a corollary material adverse effect on our borrowing capacity under our revolving credit facility and potentially our ability to comply with the covenants under our credit facilities. A significant, sudden increase in crude oil prices, if sustained, would likely result in increased working capital requirements which would be funded by borrowings under our revolving credit facility.

     The following table summarizes our primary sources and uses of cash in each of the periods presented:

	Nine Months Ended
	September 30,
	2011			2010
	(In thousands)
Net cash provided by (used in) operating activities	$	(559	)	$	87,702
Net cash used in investing activities	$	(470,132	)	$	(27,109	)
Net cash provided by (used in) financing activities	$	470,720		$	(60,554	)

     Operating Activities. Operating activities used cash of $0.6 million during the nine months ended September 30, 2011 compared to providing cash of $87.7 million during the same period in 2010. The change was due primarily to increases in working capital requirements of $111.4 million, primarily from increased crude oil inventory levels as a result of terminating certain just-in-time inventory supply arrangements with a related party, Legacy, effective May 31, 2011, increased working capital requirements resulting from increased run rates at our Shreveport facility and higher commodity prices in general, partially offset by insurance recoveries related to a settled claim with insurers during the second quarter of 2011 resulting from the failure of an environmental operating unit at the Shreveport refinery in 2010.

     Investing Activities. Cash used in investing activities increased to $470.1 million during the nine months ended September 30, 2011 compared to $27.1 million during the nine months ended September 30, 2010. The increase is due primarily to the acquisition of the assets and assumption of liabilities in conjunction with the Superior Acquisition which closed on September 30, 2011 for $411.1 million, with no similar acquisition activities in the prior year.

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     Financing Activities. Financing activities provided cash of $470.7 million for the nine months ended September 30, 2011 compared to cash used of $60.6 million during the nine months ended September 30, 2010. The increase is due primarily to the net proceeds from the February 2011 and September 2011 public equity offerings of $281.9 million and proceeds from the 2019 Notes offerings of $586.0 million, net of discount, in the second and third quarters of 2011, partially offset by $23.1 million of debt issuance costs, the $367.4 million repayment of the senior secured first lien term loan and $56.4 million of distributions to our unitholders.

     On October 11, 2011, we declared a quarterly cash distribution of $0.50 per unit on all outstanding units, or approximately $26.4 million in aggregate, for the quarter ended September 30, 2011. The distribution will be paid on November 14, 2011 to unitholders of record as of the close of business on November 4, 2011. This quarterly distribution of $0.50 per unit equates to $2.00 per unit, or approximately $105.4 million in aggregate on an annualized basis.

Capital Expenditures

     Our capital expenditure requirements consist of capital improvement expenditures, replacement capital expenditures and environmental capital expenditures. Capital improvement expenditures include expenditures to acquire assets to grow our business, to expand existing facilities, such as projects that increase operating capacity, or to reduce operating costs. Replacement capital expenditures replace worn out or obsolete equipment or parts. Environmental capital expenditures include asset additions to meet or exceed environmental and operating regulations.

     The following table sets forth our capital improvement expenditures, replacement capital expenditures and environmental capital expenditures in each of the periods shown.

	Nine Months Ended September 30,
	2011		2010
	(In thousands)
Capital improvement expenditures	$	16,463	$	5,217
Replacement capital expenditures		10,595		13,546
Environmental capital expenditures		3,609		8,547
Total	$	30,667	$	27,310

     We anticipate that future capital expenditure requirements will be provided primarily through cash from operations and available borrowings under our revolving credit facility. We estimate our replacement and environmental capital expenditures will be approximately $15.0 million for the remainder of 2011, with total replacement and environmental capital expenditures, excluding capital expenditures related to the Superior refinery, remaining below 2010 levels. These estimated amounts for 2011 include a portion of the $11.0 million to $15.0 million in environmental projects to be spent over the next five years as required by our settlement with the LDEQ under the “Small Refinery and Single Site Refining Initiative.” Please read Note 5 of Part I Item 1 “Financial Statements — Commitments and Contingencies — Environmental” for additional information. Our capital improvement expenditures have increased due to various minor capital improvement projects to reduce energy costs, improve finished product quality and improve finished product yields. We do not expect to incur significant capital improvement expenditures for the remainder of 2011.

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Debt and Credit Facilities

     As of September 30, 2011, our debt and credit facilities consisted of:

• a $850.0 million senior secured revolving credit facility, subject to borrowing base restrictions, with a maximum letter of credit sublimit equal to $680.0 million, which is the greater of (i) $400.0 million and (ii) 80% of revolver commitments then in effect; and

• $600.0 million of 9 3/8% senior notes due 2019.

Amended and Restated Senior Secured Revolving Credit Facility

     On June 24, 2011, we entered into an amended and restated senior secured revolving credit facility (the “revolving credit facility”), which increased the maximum availability of credit under the revolving credit facility from $375.0 million to $550.0 million, subject to borrowing base limitations, and included a $300.0 million incremental uncommitted expansion option. On September 30, 2011, in conjunction with the Superior Acquisition, we fully exercised the $300.0 million expansion option to increase the maximum availability of credit under the revolving credit facility from $550.0 million to $850.0 million, subject to borrowing base limitations. The lenders under our revolving credit facility, which matures in June 2016, have a first priority lien on our cash, accounts receivable, inventory and certain other personal property.

     Our revolving credit facility contains various covenants that limit, among other things, our ability to: incur indebtedness; grant liens; dispose of certain assets; make certain acquisitions and investments; redeem or prepay other debt or make other restricted payments such as distributions to unitholders; enter into transactions with affiliates; and enter into a merger, consolidation or sale of assets. The revolving credit facility generally permits us to make cash distributions to our unitholders as long as immediately after giving effect to such a cash distribution we have availability under the revolving credit facility at least equal to the greater of (i) 15% of the lesser of (a) the Borrowing Base (as defined in the revolving credit agreement) without giving effect to the LC Reserve (as defined in the revolving credit agreement) and (b) the revolving credit facility commitments then in effect and (ii) $45.0 million. Further, the revolving credit facility contains one springing financial covenant which provides that only if our availability under the revolving credit facility falls below the greater of (i) 12.5% of the lesser of (a) the Borrowing Base (as defined in the credit agreement) (without giving effect to the LC Reserve (as defined in the revolving credit agreement)) and (b) the revolving credit agreement commitments then in effect and (ii) $46.4 million, (as increased, upon the effectiveness of the increase in the maximum availability under our revolving credit facility, by the same percentage as the percentage increase in our revolving credit agreement commitments), we will be required to maintain as of the end of each fiscal quarter a Fixed Charge Coverage Ratio (as defined in the credit agreement) of at least 1.0 to 1.0.

     Borrowings under the revolving credit facility are limited to a borrowing base that is determined based on advance rates of percentages of Eligible Accounts Receivable and Inventory (as defined in the revolving credit agreement). As such, the borrowing base can fluctuate based on changes in selling prices of our products and our current material costs, primarily the cost of crude oil. On September 30, 2011, we had availability on our revolving credit facility of $271.5 million, based on a $535.5 million borrowing base, $208.0 million in outstanding standby letters of credit and outstanding borrowings of $56.0 million. The borrowing base cannot exceed the revolving credit facility commitments then in effect. The lender group under our revolving credit facility is comprised of a syndicate of thirteen lenders with total commitments of $850.0 million.

     The revolving credit facility, which is our primary source of liquidity for cash needs in excess of cash generated from operations, currently bears interest at a rate equal to prime plus a basis points margin or LIBOR plus a basis points margin, at our option. As of September 30, 2011, this margin was 125 basis points for prime and 250 basis points for LIBOR; however, the margin fluctuates quarterly based on our average availability for additional borrowings under the revolving credit facility in the preceding calendar quarter as follows:

Quarterly Average	Margin on Base Rate			Margin on LIBOR
Availability Percentage	Revolving Loans			Revolving Loans
≥ 66%		1.00	%		2.25	%
≥ 33% and < 66%		1.25	%		2.50	%
< 33%		1.50	%		2.75	%

     If an event of default exists under the revolving credit facility, the lenders will be able to accelerate the maturity of the credit facility and exercise other rights and remedies. An event of default includes, among other things, the nonpayment of principal, interest, fees or other amounts; failure of any representation or warranty to be true and correct when made or confirmed; failure to perform or observe covenants in

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the revolving credit facility or other loan documents, subject, in limited circumstances, to certain grace periods; cross-defaults in other indebtedness if the effect of such default is to cause, or permit the holders of such indebtedness to cause, the acceleration of such indebtedness under any material agreement; bankruptcy or insolvency events; monetary judgment defaults; asserted invalidity of the loan documentation; and a change of control over us.

     Amounts outstanding under our revolving credit facility fluctuate materially during each quarter due to normal changes in working capital, payments of quarterly distributions to unitholders and debt service costs. Specifically, the amount borrowed under our revolving credit facility is typically at its highest level after we pay for the majority of our crude oil supplies on the 20th day of every month per standard industry terms. The maximum revolving credit facility borrowings during the third quarter of 2011 were $101.5 million. Nonetheless, our availability on our revolving credit facility during the peak borrowing days of a quarter has been ample to support our operations and service upcoming requirements. During the quarter ended September 30, 2011, availability for additional borrowings under our revolving credit facility was approximately $122.1 million at its lowest point. We believe that we will continue to have sufficient cash flow from operations and borrowing availability under our revolving credit facility to meet our financial commitments, minimum quarterly distributions to our unitholders, debt service obligations, credit agreement covenants, contingencies and anticipated capital expenditures.

9  3/8% Senior Notes

     On April 21, 2011, in connection with the restructuring of the majority of our outstanding long-term debt, we issued and sold $400.0 million in aggregate principal amount of 9 3/8% of senior notes due May 1, 2019 (the “2019 Notes issued in April 2011”) in a private placement pursuant to Rule 144A under the Securities Act to eligible purchasers at par. The 2019 Notes issued in April 2011 were resold to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act. We received proceeds of $389.0 million net of underwriters’ fees and expenses, which we used to repay in full borrowings outstanding under our existing senior secured first lien term loan facility, as well as all accrued interest and fees, and for general partnership purposes.

     On September 19, 2011, in connection with the Superior Acquisition, we issued and sold $200.0 million in aggregate principal amount of 9 3/8% of senior notes due May 1, 2019 (the “2019 Notes issued in September 2011”) in a private placement pursuant to Rule 144A under the Securities Act to eligible purchasers at a discounted price of 93 percent of par. The 2019 Notes issued in September 2011 were resold to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act. We received proceeds of $180.3 million net of discount, underwriters’ fees and expenses, which the we used to fund a portion of the purchase price of the Superior Acquisition. Because the terms of the 2019 Notes issued in September 2011 are substantially identical to the terms of the 2019 Notes issued in April 2011, in this Quarterly Report, we collectively refer to the 2019 Notes issued in April 2011 and the 2019 Notes issued in September 2011 as the “2019 Notes.”

     Interest on the 2019 Notes will be paid semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2011. The 2019 Notes will mature on May 1, 2019, unless redeemed prior to maturity. The 2019 Notes are guaranteed on a senior unsecured basis by all of our operating subsidiaries and certain of our future operating subsidiaries.

     At any time prior to May 1, 2014, we may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2019 Notes with the net proceeds of a public or private equity offering at a redemption price of 109.375% of the principal amount, plus any accrued and unpaid interest to the date of redemption, provided that: (1) at least 65% of the aggregate principal amount of 2019 Notes issued remains outstanding immediately after the occurrence of such redemption and (2) the redemption occurs within 120 days of the date of the closing of such public or private equity offering.

     On and after May 1, 2015, we may on any one or more occasions redeem all or a part of the 2019 Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus any accrued and unpaid interest to the applicable redemption date on such 2019 Notes, if redeemed during the twelve-month period beginning on May 1 of the years indicated below:

Year	Percentage
2015		104.688	%
2016		102.344	%
2017 and at any time thereafter		100.000	%

     Prior to May 1, 2015, we may on any one or more occasions redeem all or part of the 2019 Notes at a redemption price equal to the sum of: (1) the principal amount thereof, plus (2) a make-whole premium (as set forth in the indentures governing the 2019 Notes) at the redemption date, plus any accrued and unpaid interest to the applicable redemption date.

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     The indentures governing the 2019 Notes contain covenants that, among other things, restrict our ability and the ability of certain of our subsidiaries to: (i) sell assets; (ii) pay distributions on, redeem or repurchase our common units or redeem or repurchase our subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue preferred units; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us; (vii) consolidate, merge or transfer all or substantially all of our assets; (viii) engage in transactions with affiliates and (ix) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. At any time when the 2019 Notes are rated investment grade by either of Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services and no Default or Event of Default, each as defined in the indentures governing the 2019 Notes, has occurred and is continuing, many of these covenants will be suspended.

     Upon the occurrence of certain change of control events, each holder of the 2019 Notes will have the right to require that we repurchase all or a portion of such holder’s 2019 Notes in cash at a purchase price equal to 101% of the principal amount thereof, plus any accrued and unpaid interest to the date of repurchase.

     In connection with the 2019 Notes offering on April 21, 2011, our then current senior secured revolving credit facility was amended on April 15, 2011 to, among other things, (i) permit the issuance of the 2019 Notes issued in April 2011; (ii) upon consummation of the issuance of the 2019 Notes issued in April 2011 and the termination of the senior secured first lien credit facility, release the revolving credit facility lenders’ second priority lien on the collateral securing the senior secured first lien credit facility and (iii) change the interest rate pricing on the revolving credit facility.

Registration Rights Agreements

     On April 21, 2011 and September 19, 2011, in connection with the issuances and sales of the 2019 Notes, we entered into registration rights agreements with the initial purchasers of the 2019 Notes obligating us to use reasonable best efforts to file an exchange registration statement with the SEC so that holders of the 2019 Notes can offer to exchange the 2019 Notes for registered notes having substantially the same terms as the 2019 Notes and evidencing the same indebtedness as the 2019 Notes. We must use reasonable best efforts to cause the exchange offer registration statement to become effective by April 20, 2012 and remain effective until 180 days after the closing of the exchange. Additionally, we have agreed to commence the exchange offer promptly after the exchange offer registration statement is declared effective by the SEC and use reasonable best efforts to complete the exchange offer not later than 60 days after such effective date. Under certain circumstances, in lieu of a registered exchange offer, we must use reasonable best efforts to file a shelf registration statement for the resale of the 2019 Notes. If we fail to satisfy these obligations on a timely basis, the annual interest borne by the 2019 Notes will be increased by up to 1.0% per annum until the exchange offer is completed or the shelf registration statement is declared effective.

Senior Secured First Lien Credit Facility

     On April 21, 2011, we used approximately $369.5 million of the net proceeds from the issuance and sale of the 2019 Notes issued in April 2011 to repay in full our term loan, as well as accrued interest and fees, and terminated the entire senior secured first lien credit facility, including the term loan and a $50.0 million prefunded letter of credit to support crack spread hedging. We did not incur any material early termination penalties in connection with our termination of the senior secured first lien credit facility. Further, in the second quarter of 2011 we recorded approximately $15.1 million of extinguishment charges related to the write off of the unamortized debt issuance costs and the unamortized discount associated with the term loan.

     Borrowings under the senior secured first lien credit facility were used (i) to finance a portion of the acquisition of Penreco in 2008, (ii) to fund the anticipated growth in working capital and remaining capital expenditures associated with our Shreveport refinery expansion project completed in 2008, (iii) to refinance our then-existing term loan facility, (iv) to issue a $50.0 million letter credit to secure our obligations under one of our master derivative contracts and (v) for general partnership purposes. Each lender under the senior secured first lien credit facility generally had a first priority lien on our fixed assets and a second priority lien on our cash, accounts receivable, inventory and certain other personal property. The senior secured first lien credit facility would have matured in January 2015.

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Amendments to Master Derivative Contracts

     In connection with the termination of the term loan facility and the amendment of our senior secured revolving credit facility, on April 21, 2011, we entered into amendments to certain of our master derivatives contracts to provide new credit support arrangements to secure our payment obligations under these contracts following the termination of the term loan facility and the amendment and restatement of our senior secured revolving credit facility. Under the new credit support arrangements, our payment obligations under all of our master derivatives contracts for commodity hedging generally are secured by a first priority lien on our and our subsidiaries’ real property, plant and equipment, fixtures, intellectual property, certain financial assets, certain investment property, commercial tort claims, chattel paper, documents, instruments and proceeds of the foregoing (including proceeds of hedge arrangements). We also issued to one counterparty a $25.0 million standby letter of credit under the revolving credit facility to replace a prefunded $50.0 million letter of credit previously issued under the senior secured first lien credit facility. In the event that such counterparty’s exposure to us exceeds $200.0 million, we will be required to post additional collateral support in the form of either cash or letters of credit with the counterparty to enter into additional crack spread hedges. We had no additional letters of credit or cash margin posted with any hedging counterparty as of September 30, 2011. Our master derivatives contracts and Collateral Trust Agreement (described below) continue to impose a number of covenant limitations on our operating and financing activities, including limitations on liens on collateral, limitations on dispositions of collateral and collateral maintenance and insurance requirements. For financial reporting purposes, we do not offset the collateral provided to a counterparty against the fair value of its obligation to that counterparty. Any outstanding collateral is released to us upon settlement of the related derivative instrument liability.

     The fair value of our derivatives increased by approximately $32.0 million subsequent to September 30, 2011 to a liability of approximately $129.0 million. All credit support thresholds with our hedging counterparties are at levels such that it would take a substantial increase in fuel products crack spreads to require significant additional collateral to be posted. As a result, we do not expect further increases in fuel products crack spreads to significantly impact our liquidity.

Collateral Trust Agreement

     In connection with the Amendments, on April 21, 2011, we entered into a collateral sharing agreement (the “Collateral Trust Agreement”) with each of the secured hedging counterparties and an administrative agent for the benefit of the secured hedging counterparties which governs how the secured hedging counterparties will share collateral pledged as security for the payment obligations owed by us to the secured hedging counterparties under their respective master derivatives contracts. Subject to certain conditions set forth in the Collateral Trust Agreement, we have the ability to add secured hedging counterparties thereto.

     In connection with the closing of the Superior Acquisition, on September 30, 2011, we entered into an amendment (the “CTA Amendment”) to the Collateral Trust Agreement with each of the secured hedging counterparties and the administrative agent. The CTA Amendment modified the Collateral Trust Agreement so as to limit to $100.0 million the extent to which forward purchase contracts for physical commodities would be covered by, and secured under, the Collateral Trust Agreement. The CTA Amendment also eliminated the credit rating requirement with respect to forward purchase contract counterparties on physical commodities.

Contractual Obligations and Commercial Commitments

     The following table summarizes our contractual cash obligations as of September 30, 2011 at current maturities and reflects only those line items that are materially changed since December 31, 2010:

			Payments Due by Period
			Less Than		1-3		3-5		More Than
	Total		1 Year		Years		Years		5 Years
	(In thousands)
Operating activities:
Interest on long-term debt at contractual rates (1)	$	461,533	$	67,159	$	125,480	$	123,582	$	145,312
Operating lease obligations (2)		49,889		18,836		23,622		6,516		915
Letters of credit (3)		207,960		207,960		—		—		—
Purchase commitments (4)		1,575,693		1,094,990		463,690		17,013		—
Financing activities:
Capital lease obligations		1,042		749		293		—		—
Long-term debt obligations, excluding capital lease obligations		656,000		—		—		56,000		600,000
Total obligations	$	2,952,117	$	1,389,694	$	613,085	$	203,111	$	746,227

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(1)	Interest on long-term debt at contractual rates and maturities relates primarily to our 2019 Notes and revolving credit facility.
(2)	We have various operating leases primarily for the use of land, storage tanks, pressure stations, railcars, equipment, precious metals and office facilities that extend through June 2026.
(3)	Letters of credit primarily supporting crude oil purchases, precious metals leasing and hedging activities.
(4)	Purchase commitments consist primarily of obligations to purchase fixed volumes of crude oil and other feedstocks and finished products for resale from various suppliers based on current market prices at the time of delivery.

     In connection with the closing of the acquisition of Penreco on January 3, 2008, we entered into a feedstock purchase agreement with ConocoPhillips related to the LVT unit at its Lake Charles, Louisiana refinery (the “LVT Feedstock Agreement”). Pursuant to the LVT Feedstock Agreement, ConocoPhillips is obligated to supply a minimum quantity (the “Base Volume”) of feedstock for the LVT unit for a term of ten years. Based upon this minimum supply quantity, we expect to purchase $71.9 million of feedstock for the LVT unit in each fiscal year of the term based on pricing estimates as of September 30, 2011. This amount is not included in the table above. If the Base Volume is not supplied at any point during the first five years of the ten year term, a penalty for each gallon of shortfall must be paid to us as liquidated damages.

     In connection with the Superior Acquisition, we assumed pension plan liabilities, estimated at $17.2 million as of September 30, 2011. Due to the timing of the acquisition, the purchase price allocation and final opening balance sheet have not been finalized, and the breakout between periods cannot be determined at this time. We expect to make total contributions of $0.2 million to this pension plan during the remainder of 2011.

Off-Balance Sheet Arrangements

     We have no material off-balance sheet arrangements.

Critical Accounting Policies and Estimates

     For additional discussion regarding our critical accounting policies and estimates, see “Critical Accounting Policies and Estimates” under Part I Item 7 of our 2010 Annual Report.

Recent Accounting Pronouncements

     For additional discussion regarding recent accounting pronouncements, see Note 2 under Part I Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements.”

Equity Transactions

     In February 2011, we satisfied the last of the earnings and distributions tests contained in our partnership agreement for the automatic conversion of all 13,066,000 outstanding subordinated units into common units on a one-for-one basis. The last of these requirements was met upon payment of the quarterly distribution on February 14, 2011. Two days following this quarterly distribution to our unitholders, or February 16, 2011, all of the outstanding subordinated units automatically converted to common units.

     On February 24, 2011, we completed an equity offering of our common units in which we sold 4,500,000 common units to the underwriters of the offering at a price to the public of $21.45 per common unit. The proceeds received by us from this offering (net of underwriting discounts, commissions and expenses but before our general partner’s capital contribution) were $92.3 million. The net proceeds were used to repay borrowings under our revolving credit facility and for general partnership purposes. Underwriting discounts totaled $3.9 million. Our general partner contributed $2.0 million to retain its 2% general partner interest.

     On September 8, 2011, we completed an equity offering of our common units in which we sold 11,000,000 common units to the underwriters of the offering at a price of $18.00 per common unit. The proceeds received by us from this offering (net of underwriting discounts, commissions and expenses but before its general partner’s capital contribution) were $189.6 million and were used to fund a portion of the purchase price of the Superior Acquisition. Underwriting discounts totaled $7.9 million. Our general partner contributed $4.0 million to retain its 2% general partner interest.

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     On October 13, 2011, the underwriters of our September 8, 2011 public equity offering elected to exercise a portion of their overallotment option. As a result, we sold an additional 750,000 common units to the underwriters at the offering price of $18.00 per unit, less the underwriting discount. The proceeds received by us from this offering (net of underwriting discounts, commissions and expenses but before our general partner’s capital contribution) were $12.9 million and were used to repay borrowings under our revolving credit facility. Underwriting discounts totaled $0.5 million. Our general partner contributed $0.3 million to retain its 2% general partner interest.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     The following should be read in conjunction with “Quantitative and Qualitative Disclosures About Market Risk” included under Part I Item 7A in our 2010 Annual Report. There have been no material changes in that information other than as discussed below. Also, see Note 7 under Part I Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional discussion related to derivative instruments and hedging activities.

Commodity Price Risk

     Holding all other variables constant, we expect a $1 increase in the applicable commodity prices would change our recorded mark-to-market valuation by the following amounts based upon the volumes hedged as of September 30, 2011:

	In millions
Crude oil swaps	$	11.7
Diesel swaps	$	(3.7	)
Jet fuel swaps	$	(7.5	)
Gasoline swaps	$	(0.5	)

Interest Rate Risk

     Our profitability and cash flows are affected by changes in interest rates, specifically LIBOR and prime rates. The primary purpose of our interest rate risk management activities is to hedge our exposure to changes in interest rates. Historically, our policy has been to enter into interest rate swap agreements to hedge up to 75% of our interest rate risk related to variable rate debt. With the issuances of our 2019 Notes, which constitute fixed rate debt, we do not expect to enter into additional hedges to fix our interest rates.

     We are exposed to market risk from fluctuations in interest rates. As of September 30, 2011, we had approximately $56.0 million of variable rate debt outstanding under our revolving credit facility. Holding other variables constant (such as debt levels), a one hundred basis point change in interest rates on our variable rate debt as of September 30, 2011 would be expected to have an impact on net income and cash flows for 2011 of approximately $0.6 million.

Existing Commodity Derivative Instruments

     We are also subject to the risk that the crude oil and fuel products derivatives we use to hedge against fuel products crack spread volatility do not provide adequate protection against volatility. All of the crude oil derivatives in our hedge portfolio are based on the market price of NYMEX WTI and the fuel products derivatives are all based on U.S. Gulf Coast market prices. In recent periods, the spread between NYMEX WTI and other crude oil indices (specifically LLS and Brent on which a portion of our crude oil purchases are based) has widened, which has led to more of our crude oil hedges not being as effective. To the extent the spread between NYMEX WTI and the other crude oil indices stays at current levels or continues to widen, our hedges could continue to become less effective and not provide adequate protection against crude oil price volatility.

Fuel Products Segment

     The following table provides a summary of the implied crack spreads for the crude oil, diesel, jet fuel and gasoline swaps as of September 30, 2011 disclosed in Note 7 under Part I Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements,” all of which are designated as cash flow hedges.

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					Implied Crack
Crude Oil and Fuel Products Swap Contracts by Expiration Dates	Barrels		BPD		Spread ($/Bbl)
Fourth Quarter 2011		1,334,000		14,500	$	12.16
Calendar Year 2012		5,626,000		15,372		13.27
Calendar Year 2013		3,690,000		10,110		24.95
Calendar Year 2014		1,000,000		2,740		25.01
Totals		11,650,000
Average price					$	17.85

     At September 30, 2011, we had the following jet fuel put options related to jet fuel crack spreads in our fuel products segment, none of which are designated as hedges.

					Average		Average
					Sold Put		Bought Put
Jet Fuel Put Option Crack Spread Contracts by Expiration Dates	Barrels		BPD		($/Bbl)		($/Bbl)
Fourth Quarter 2011		184,000		2,000	$	4.75	$	7.00
Totals		184,000
Average price					$	4.75	$	7.00

Specialty Products Segment

     At September 30, 2011, we had no derivative positions outstanding related to crude oil purchases in our specialty products segment. Please refer to Note 7 under Part I Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for detailed information on these derivatives.

Superior Acquisition

     In addition, subsequent to the closing of the Superior Acquisition on September 30, 2011, we have entered into additional derivative positions to hedge our increased exposure to crack spreads resulting from the Superior Acquisition. The following tables provide a summary of such derivatives entered into as of November 4, 2011, all of which are designated as cash flow hedges.

					Average
	Barrels				Swap
Crude Oil Swap Contracts by Expiration Dates	Purchased		BPD		($/Bbl)
Fourth Quarter 2011		552,000		6,000	$	78.50
Calendar Year 2012		5,490,000		15,000		83.35
Totals		6,042,000
Average price					$	82.90

					Average
	Barrels				Swap
Diesel Swap Contracts by Expiration Dates	Sold		BPD		($/Bbl)
Calendar Year 2012		1,830,000		5,000		115.27
Totals		1,830,000
Average price					$	115.27

					Average
	Barrels				Swap
Gasoline Swap Contracts by Expiration Dates	Sold		BPD		($/Bbl)
Fourth Quarter 2011		552,000		6,000	$	102.22
Calendar Year 2012		3,660,000		10,000		102.48
Totals		4,212,000
Average price					$	102.44

					Implied
					Crack
					Spread
Crude Oil and Fuel Products Swap Contracts by Expiration Dates	Barrels		BPD		($/Bbl)
Fourth Quarter 2011		552,000		6,000	$	23.72
Calendar Year 2012		5,490,000		15,000		23.39
Totals		6,042,000
Average price					$	23.42

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Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

     As required by Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of September 30, 2011 at the reasonable assurance level.

(b) Changes in Internal Control over Financial Reporting

     There was no change in our internal control over financial reporting during the third fiscal quarter of 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

     We are not a party to, and our property is not the subject of, any pending legal proceedings other than ordinary routine litigation incidental to our business. Our operations are subject to a variety of risks and disputes normally incident to our business. As a result, we may, at any given time, be a defendant in various legal proceedings and litigation arising in the ordinary course of business. The information provided under Note 5 “Commitments and Contingencies” in Part I Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” is incorporated herein by reference.

Item 1A. Risk Factors

     In addition to the risk factors set forth below, you should carefully consider the risk factors discussed in Part I, Item 1A “Risk Factors” in our 2010 Annual Report and Part II, Item 1A “Risk Factors” in our Quarterly Reports on Form 10-Q for the periods ended March 31, 2011 and June 30, 2011, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

  Our debt levels may limit our flexibility in obtaining additional financing and in pursuing other business opportunities.

     As of September 30, 2011, upon completion of the Superior Acquisition and the issuance of the 2019 Notes issued in September 2011, we had approximately $657.0 million of outstanding indebtedness. Our level of indebtedness could have important consequences to us, including the following:

• our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;

• covenants contained in our existing and future credit and debt arrangements will require us to meet financial tests that may affect our flexibility in planning for and reacting to changes in our business, including possible acquisition opportunities;

• we will need a substantial portion of our cash flow to make principal and interest payments on our indebtedness, reducing the funds that would otherwise be available for operations, future business opportunities and payments of our debt obligations, including the notes; and

• our debt level will make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our business or the economy generally.

Any of these factors could result in a material adverse effect on our business, financial condition, results of operations, business prospects and ability to satisfy our obligations under the notes.

     Our ability to service our indebtedness will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. If our operating results are not sufficient to service our current or future indebtedness, we will be forced to take actions such as reducing distributions to our unitholders, reducing or delaying our business activities, acquisitions, investments and/or capital expenditures, selling assets, restructuring or refinancing our indebtedness, or seeking additional equity capital or bankruptcy protection. We may not be able to accomplish any of these remedies on satisfactory terms, or at all. Please read Part I Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt and Credit Facilities” for additional information regarding our indebtedness.

Our revolving credit facility, indentures governing the 2019 Notes and master derivative contracts contain operating and financial restrictions that may restrict our business and financing activities.

     The operating and financial restrictions and covenants in our revolving credit facility, indentures governing the 2019 Notes, master derivative contracts and any future financing agreements could restrict our ability to finance future operations or capital needs or to engage, expand or pursue our business activities, including restrictions on our ability to, among other things:

• sell assets, including equity interests in our subsidiaries;

• pay distributions or redeem or repurchase our units or repurchase our subordinated debt;

• incur or guarantee additional indebtedness or issue preferred units;

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• create or incur certain liens;

• make certain acquisitions and investments;

• make capital expenditures above specified amounts;

• redeem or repay other debt or make other restricted payments;

• make capital expenditures above specified amounts;

• enter into transactions with affiliates;

• enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us;

• create unrestricted subsidiaries;

• enter into sale and leaseback transactions;

• enter into a merger, consolidation or transfer or sale of assets, including equity interests in our subsidiaries;

• cease our commodity hedging program; and

• engage in certain business activities.

     Our revolving credit facility contains operating and financial restrictions similar to the above listed items, including a springing financial covenant which provides that if availability under the revolving credit facility falls below the greater of (i) 12.5% of the lesser of (a) the Borrowing Base (as defined in the credit agreement) (without giving effect to the LC Reserve (as defined in the credit agreement)) and (b) the credit agreement commitments then in effect and (ii) $30.0 million, we will be required to maintain as of the end of each fiscal quarter a Fixed Charge Coverage Ratio (as defined in the credit agreement) of at least 1.0 to 1.0. The failure to comply with any of these or other covenants would cause a default under our revolving credit facility.

     Our existing indebtedness imposes, and any future indebtedness may impose, a number of covenants on us regarding collateral maintenance and insurance maintenance. As a result of these covenants and restrictions, we will be limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs.

     Our ability to comply with the covenants and restrictions contained in the indentures governing the 2019 Notes, our revolving credit facility and our master derivative contracts may be affected by events beyond our control. If market or other economic conditions deteriorate, our ability to comply with these covenants and restrictions may be impaired. A failure to comply with the covenants, ratios or tests in the indentures governing the 2019 Notes, our revolving credit facility, our master derivative contracts or any future indebtedness could result in an event of default under the indentures, our revolving credit facility, our master derivatives contracts, the indentures governing our 2019 Notes or our future indebtedness, which, if not cured or waived, could have a material adverse affect on our business, financial condition and results of operations. In the event of any default on our indebtedness, our debt holders and lenders:

• will not be required to lend any additional amounts to us;

• could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable;

• could elect to require that all obligations accrue interest at the default rate, if such rate has not already been imposed;

• may have the ability to require us to apply all of our available cash to repay these borrowings; or

• may prevent us from making debt service payments under our other agreements, any of which could result in an event of default under the notes.

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     If an acceleration of our debt occurs, we may not be able to repay our debt or borrow sufficient funds to refinance it. Even if new financing were available, it may be on terms that are less attractive to us than our then existing credit facilities or it may not be on terms that are acceptable to us.

     If our existing indebtedness were to be accelerated, there can be no assurance that we would have, or be able to obtain, sufficient funds to repay such indebtedness in full. In addition, our obligations under our revolving credit facility are secured by substantially all of our accounts receivable, inventory and certain related assets and our obligations under our master derivative contracts are secured by a first priority lien on our real property, plant and equipment, fixtures, intellectual property, certain financial assets, certain investment property, commercial tort claims, chattel paper, documents, instruments and proceeds of the forgoing (including proceeds of hedge agreements), and if we are unable to repay our indebtedness under the revolving credit facility or master derivative contracts, the lenders could seek to foreclose on these assets. Please read Part I Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt and Credit Facilities” for additional information regarding our long-term debt.

We have a holding company structure in which our subsidiaries conduct our operations and own our operating assets and our ability to distribute cash to our unitholders and make payments on our debt obligations depends on the performance of our subsidiaries and their ability to distribute funds to us.

     We are a holding company, and our subsidiaries conduct all of our operations and own all of our operating assets. We have no significant assets other than the equity interests in our subsidiaries. As a result, our ability to distribute cash to our unitholders and payments of debt obligations depends on the performance of our subsidiaries and their ability to distribute funds to us. The ability of our subsidiaries to make distributions to us may be restricted by, among other things, our revolving credit facility and applicable state laws and other laws and regulations. If we are unable to obtain the funds necessary to distribute cash to our unitholders or payments of debt obligations, we may be required to adopt one or more alternatives, such as a refinancing of our indebtedness, including our 2019 Notes, or incurring borrowings under our revolving credit facility. We cannot assure you that we would be able to refinance our indebtedness or that the terms on which we could refinance our indebtedness would be favorable.

A change of control could result in us facing substantial repayment obligations under our revolving credit facility and our 2019 Notes.

     Our revolving credit agreement and the indentures governing our 2019 Notes contain provisions relating to change of control of our managing general partner, our partnership and our operating subsidiaries. Upon a change of control event, we may be required immediately to repay the outstanding principal, any accrued interest on and any other amounts owed by us under our revolving credit facility, the 2019 Notes and other outstanding indebtedness. The source of funds for these repayments would be our available cash or cash generated from other sources. In such an event, there is no assurance that we would be able to pay the indebtedness, in which case the lenders under our revolving credit facility would have the right to foreclose on our assets, which would have a material adverse effect on us. Furthermore, certain change of control events would constitute an event of default under the agreement governing our revolving credit facility, and we might not be able to obtain a waiver of such default. There is no restriction in our partnership agreement on the ability of our general partner to enter into a transaction which would trigger the change of control provisions of our revolving credit facility agreement or the indentures governing our 2019 Notes.

We depend on certain key crude oil and other feedstock suppliers for a significant portion of our supply of crude oil and other feedstocks, and the loss of any of these key suppliers or a material decrease in the supply of crude oil and other feedstocks generally available to our refineries could materially reduce our ability to make distributions to unitholders.

     We purchase crude oil and other feedstocks from major oil companies as well as from various crude oil gatherers and marketers in east Texas and north Louisiana. In 2010, subsidiaries of Plains All American Pipeline, L.P. and Genesis Crude Oil, L.P. supplied us with approximately 49.6% and 4.6%, respectively, of our total crude oil supplies under term contracts and evergreen crude oil supply contracts and 41.5% of our total crude oil purchases in 2010 were from Legacy Resources, an affiliate of our general partner, to supply crude oil to our Princeton and Shreveport refineries. In addition, BP will supply the Superior, Wisconsin refinery with approximately 75% of its daily crude oil requirements, with such requirements estimated to be between 35,000 and 45,000 barrels per day. Each of our refineries is dependent on one or more of these suppliers and the loss of any of these suppliers would adversely affect our financial results to the extent we were unable to find another supplier of this substantial amount of crude oil. We do not maintain long-term contracts with most of our suppliers. For example, our contracts with Plains are currently month-to-month terminable upon 90 days’ notice. Additionally, we expect to purchase the crude oil supply for the Princeton refinery and Shreveport refinery directly from third-party suppliers under evergreen supply contracts and on the spot market. These evergreen contracts are generally terminable on 30 days notice, and purchases on the spot market may expose us to changes in commodity prices. For additional discussion regarding our crude oil and feedstock supply, please read Items 1 and 2 “Business and Properties — Crude Oil and Feedstock Supply” in our 2010 Annual Report.

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     To the extent that our suppliers reduce the volumes of crude oil and other feedstocks that they supply us as a result of declining production or competition or otherwise, our revenues, net income and cash available for distribution to unitholders and payments of our debt obligations would decline unless we were able to acquire comparable supplies of crude oil and other feedstocks on comparable terms from other suppliers, which may not be possible in areas where the supplier that reduces its volumes is the primary supplier in the area. A material decrease in crude oil production from the fields that supply our refineries, as a result of depressed commodity prices, lack of drilling activity, natural production declines, governmental moratoriums on drilling or production activities or otherwise, could result in a decline in the volume of crude oil we refine. Fluctuations in crude oil prices can greatly affect production rates and investments by third parties in the development of new oil reserves. Drilling activity generally decreases as crude oil prices decrease. We have no control over the level of drilling activity in the fields that supply our refineries, the amount of reserves underlying the wells in these fields, the rate at which production from a well will decline or the production decisions of producers, which are affected by, among other things, prevailing and projected energy prices, demand for hydrocarbons, geological considerations, governmental regulation and the availability and cost of capital.

We are dependent on certain third-party pipelines for transportation of crude oil and refined products, and if these pipelines become unavailable to us, our revenues and cash available for distributions to our unitholders and payment of our debt obligations could decline.

     Our Shreveport refinery is interconnected to pipelines that supply most of its crude oil and ship a portion of its refined fuel products to customers, such as pipelines operated by subsidiaries of Enterprise Products Partners L.P. and ExxonMobil. The Superior wholesale business transports products produced at the Superior refinery through several Magellan pipeline terminals in Minnesota, Wisconsin, Iowa, North Dakota and South Dakota. Since we do not own or operate any of these pipelines, their continuing operation is not within our control. In addition, any of these third-party pipelines could become unavailable to transport crude oil or our refined fuel products because of acts of God, accidents, government regulation, terrorism or other events. For example, our refinery run rates were affected by an approximately three week shutdown during May and June 2011 of the ExxonMobil crude oil pipeline serving our Shreveport refinery resulting from the Mississippi River flooding occurring during this period. If any of these third-party pipelines become unavailable to transport crude oil or our refined fuel products because of acts of God, accidents, government regulation, terrorism or other events, our revenues, net income and cash available for distributions to our unitholders and payment of our debt obligations could decline.

Decreases in the price of crude oil may lead to a reduction in the borrowing base under our revolving credit facility or the requirement that we post substantial amounts of cash collateral for derivative instruments, either of which could adversely affect our liquidity, financial condition and our ability to distribute cash to our unitholders.

     The borrowing base under our revolving credit facility is determined weekly or monthly depending upon availability levels or the existence of a default or event of default. Reductions in the value of our inventories as a result of lower crude oil prices could result in a reduction in our borrowing base, which would reduce the amount of financial resources available to meet our capital requirements. Further, if at any time our available capacity under our revolving credit facility falls below $54.1 million, or a default or event of default exists and for an additional 60 days after those circumstances do not exist, our cash balances in a dominion account established with the administrative agent will be applied on a daily basis to our outstanding obligations and the revolving credit facility. Further, if at any time our available capacity under our revolving credit facility falls below the greater of (i) 12.5% of the lesser of (a) the Borrowing Base (as defined in the revolving credit agreement) (without giving effect to the LC Reserve (as defined in the revolving credit agreement)) and (b) our revolving credit agreement commitments then in effect and (ii) $54.1 million (as increased, upon the effectiveness of the increase in the maximum availability under our revolving credit facility, by the same percentage as the percentage increase in our revolving credit agreement commitments), or a default or event of default exists thereunder and for an additional 60 days after those circumstances do not exist, our cash balances in a dominion account established with the administrative agent will be applied on a daily basis to our outstanding obligations under our revolving credit facility. In addition, decreases in the price of crude oil may require us to post substantial amounts of cash collateral to our hedging counterparties in order to maintain our hedging positions. At September 30, 2011, we had $271.5 million in availability under our revolving credit facility. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt and Credit Facilities” for additional information. If the borrowing base under our revolving credit facility decreases or we are required to post substantial amounts of cash collateral to our hedging counterparties, it could have a material adverse effect on our liquidity, financial condition and our ability to distribute cash to our unitholders.

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An increase in interest rates will cause our debt service obligations to increase.

     Borrowings under our revolving credit facility bear interest at a floating rate (4.50% as of September 30, 2011). The interest rate is subject to adjustment based on fluctuations in the London Interbank Offered Rate (“LIBOR”) or prime rate. An increase in the interest rates associated with our floating-rate debt would increase our debt service costs and affect our results of operations and cash flow available for distribution to our unitholders. In addition, an increase in interest rates could adversely affect our future ability to obtain financing or materially increase the cost of any additional financing.

We may fail to successfully integrate the Superior Business with our existing business in a timely manner, which could have a material adverse effect on our business, financial condition, results of operations or cash flows, or fail to realize all of the expected benefits of the Superior Acquisition, which could negatively impact our future results of operations.

     Integration of the Superior Business with our existing business will be a complex, time-consuming and costly process, particularly given that the Superior Acquisition has significantly increased our size, and diversify the geographic areas in which we operate. A failure to successfully integrate the Superior Business with our existing business in a timely manner may have a material adverse effect on our business, financial condition, results of operations or cash flows. The difficulties of combining the Superior Business include, among other things:

• operating a larger combined organization and adding operations;

• difficulties in the assimilation of the assets and operations of the Superior refinery;

• customer or key employee loss from the Superior refinery;

• changes in key supply or feedstock agreements related to the Superior refinery;

• the diversion of management’s attention from other business concerns;

• integrating personnel from diverse business backgrounds and organizational cultures, including employees previously employed by Murphy Oil;

• managing relationships with new customers and suppliers for whom we have not previously provided products or services;

• maintaining an effective system of internal controls related to the Superior refinery and integrating internal controls, compliance under the Sarbanes-Oxley Act of 2002 and other regulatory compliance and corporate governance matters;

• an inability to complete other internal growth projects and/or acquisitions;

• difficulties integrating new technology systems that we have not historically used in our operations or financial reporting;

• an increase in our indebtedness;

• potential environmental or regulatory compliance matters or liabilities and title issues, including certain liabilities arising from the operation of the Superior refinery before the Superior Acquisition;

• coordinating geographically disparate organizations, systems and facilities;

• coordinating with the labor unions that represent the Superior refinery’s operating personnel; and

• coordinating and consolidating corporate and administrative functions.

If any of these risks or unanticipated liabilities or costs were to materialize, then any desired benefits of the Superior refinery may not be fully realized, if at all, and our future results of operations could be negatively impacted. In addition, the Superior refinery may actually perform at levels below the forecasts we used to evaluate the Superior Acquisition, due to factors that are beyond our control, such as competition in the Superior refinery’s region, market demand for the products the Superior refinery produces and regulatory requirements for maintenance and improvement projects at the Superior refinery. If the Superior refinery performs at levels below the forecasts we used to evaluate the Superior Acquisition, then our future results of operations could be negatively impacted.

     In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I Item 1A. “Risk Factors” in our 2010 Annual Report, which could materially affect our business, financial condition or future results. The risks described in this Quarterly Report and in our 2010 Annual Report are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

62

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     None.

Item 3. Defaults Upon Senior Securities

     None.

Item 4. Removed and Reserved

Item 5. Other Information

     None.

63

Item 6. Exhibits

     The following documents are filed as exhibits to this Quarterly Report:

Exhibit
Number	Description
2.1*	Asset Purchase Agreement, dated as of July 25, 2011, between Calumet Specialty Products Partners, L.P. and Murphy Oil Corporation.
3.1	Certificate of Limited Partnership of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on October 7, 2005 (File No. 333-128880)).
3.2	Amended and Restated Limited Partnership Agreement of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 13, 2006 (File No. 000-51734)).
3.3	Certificate of Formation of Calumet GP, LLC (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on October 7, 2005 (File No. 333-128880)).
3.4	Amended and Restated Limited Liability Company Agreement of Calumet GP, LLC (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 13, 2006 (File No. 000-51734)).
3.5	Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 11, 2006 (File No. 000-51734)).
3.6	Amendment No. 2 to First Amended and Restated Agreement of Limited Partnership of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 18, 2008 (File No. 000-51734)).
4.1	Specimen Unit Certificate representing common units (incorporated by reference to Exhibit 3.7 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2010 (File No. 000-51734)).
4.2	Indenture, dated September 19, 2011, by and among the Issuers, the Guarantors and the Trustee, governing the 2019 Senior Notes (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 21, 2011 (File No. 000-51734)).
4.3	Registration Rights Agreement, dated September 19, 2011, by and among the Issuers, the Guarantors and the Initial Purchasers, relating to the 2019 Senior Notes (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 21, 2011 (File No. 000-51734)).
10.1	Amendment No. 2 to Collateral Trust Agreement, effective as of September 30, 2011, by and among Calumet Lubricants Co., Limited Partnership, the guarantors party thereto, the secured hedge counterparties thereto and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 6, 2011 (File No. 000-51734)).
10.2*	Amendment to the ISDA Master Agreement, dated as of September 30, 2011, between J. Aron & Company and Calumet Lubricants Co., Limited Partnership.
31.1*	Sarbanes-Oxley Section 302 certification of F. William Grube.
31.2*	Sarbanes-Oxley Section 302 certification of R. Patrick Murray, II.
32.1*	Section 1350 certification of F. William Grube and R. Patrick Murray, II.
100.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document

64

Exhibit
Number	Description
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.
**	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of the registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

65

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
By:	Calumet GP, LLC,
	its general partner
By:	/s/ R. Patrick Murray, II
	R. Patrick Murray, II Vice President,
	Chief Financial Officer and Secretary of Calumet GP, LLC, general partner of Calumet Specialty Products Partners, L.P. (Authorized Person and Principal Accounting Officer)

Date: November 4, 2011

66

Index to Exhibits

Exhibit
Number	Description
2.1*	Asset Purchase Agreement, dated as of July 25, 2011, between Calumet Specialty Products Partners, L.P. and Murphy Oil Corporation.
3.1	Certificate of Limited Partnership of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on October 7, 2005 (File No. 333-128880)).
3.2	Amended and Restated Limited Partnership Agreement of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 13, 2006 (File No. 000-51734)).
3.3	Certificate of Formation of Calumet GP, LLC (incorporated by reference to Exhibit 3.3 of Registrant’s Registration Statement on Form S-1 filed with the Commission on October 7, 2005 (File No. 333-128880)).
3.4	Amended and Restated Limited Liability Company Agreement of Calumet GP, LLC (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 13, 2006 (File No. 000-51734)).
3.5	Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on July 11, 2006 (File No. 000-51734)).
3.6	Amendment No. 2 to First Amended and Restated Agreement of Limited Partnership of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on April 18, 2008 (File No. 000-51734)).
4.1	Specimen Unit Certificate representing common units (incorporated by reference to Exhibit 3.7 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2010 (File No. 000-51734)).
4.2	Indenture, dated September 19, 2011, by and among the Issuers, the Guarantors and the Trustee, governing the 2019 Senior Notes (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 21, 2011 (File No. 000-51734)).
4.3	Registration Rights Agreement, dated September 19, 2011, by and among the Issuers, the Guarantors and the Initial Purchasers, relating to the 2019 Senior Notes (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 21, 2011 (File No. 000-51734)).
10.1	Amendment No. 2 to Collateral Trust Agreement, effective as of September 30, 2011, by and among Calumet Lubricants Co., Limited Partnership, the guarantors party thereto, the secured hedge counterparties thereto and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 6, 2011 (File No. 000-51734)).
10.2*	Amendment to the ISDA Master Agreement, dated as of September 30, 2011, between J. Aron & Company and Calumet Lubricants Co., Limited Partnership.
31.1*	Sarbanes-Oxley Section 302 certification of F. William Grube.
31.2*	Sarbanes-Oxley Section 302 certification of R. Patrick Murray, II.
32.1*	Section 1350 certification of F. William Grube and R. Patrick Murray, II.
100.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document

67

Exhibit
Number	Description
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.
**	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of the registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

68

EX-2.1

Exhibit 2.1

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

dated as of

July 25, 2011

between

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

and

MURPHY OIL CORPORATION

TABLE OF CONTENTS

	Page
ARTICLE 1
Definitions
Section 1.01. Definitions		1
Section 1.02. Other Definitional and Interpretative Provisions		14
ARTICLE 2
Purchase and Sale
Section 2.01. Purchase and Sale		15
Section 2.02. Excluded Assets		17
Section 2.03. Assumed Liabilities		19
Section 2.04. Excluded Liabilities		20
Section 2.05. Non-assignability of Purchased Assets		21
Section 2.06. Purchase Price; Allocation of Purchase Price		23
Section 2.07. Closing		24
Section 2.08. Hydrocarbon Inventory and Adjustment		25
Section 2.09. Adjustments for Pro-Rated Expenses		27
Section 2.10. Adjustments For Certain Capital Expenditures		29
Section 2.11. Dispute Resolution		30
ARTICLE 3
Representations and Warranties of Seller
Section 3.01. Corporate Existence and Power		31
Section 3.02. Corporate Authorization		31
Section 3.03. Governmental Authorization		31
Section 3.04. Noncontravention		31
Section 3.05. Financial Statements		31
Section 3.06. Absence of Certain Changes		32
Section 3.07. Material Contracts		32
Section 3.08. Litigation		34
Section 3.09. Compliance with Laws and Court Orders		34
Section 3.10. Properties		34
Section 3.11. Intellectual Property		37
Section 3.12. Insurance Coverage		37
Section 3.13. Finders’ Fees		38
Section 3.14. Employees; Labor Issues		38
Section 3.15. Employee Benefit Plans		39
Section 3.16. Environmental Compliance		41
Section 3.17. Permits		42
Section 3.18. Tax Matters		43
Section 3.19. Suppliers		43

i

	Page
Section 3.20. Customers		44

ARTICLE 4
Representations and Warranties of Buyer
Section 4.01. Corporate Existence and Power	44
Section 4.02. Corporate Authorization	44
Section 4.03. Governmental Authorization	44
Section 4.04. Noncontravention	45
Section 4.05. Financing	45
Section 4.06. Litigation	45
Section 4.07. Finders’ Fees	45
Section 4.08. Inspections; No Other Representations	45
ARTICLE 5
Covenants of Seller
Section 5.01. Conduct of the Business	46
Section 5.02. Access	48
Section 5.03. Notices of Certain Events	49
ARTICLE 6
Covenants of Buyer
Section 6.01. Access	49
Section 6.02. Release and Replacement of Bonds and Guaranties	49
Section 6.03. Removal of Seller’s Name	50
Section 6.04. Notices of Certain Events	50
ARTICLE 7
Covenants of Buyer and Seller
Section 7.01. Best Efforts; Further Assurance	51
Section 7.02. Public Announcements	52
Section 7.03. WARN Act	52
Section 7.04. Post-Closing Payments or Demands	53
Section 7.05. Certain Environmental Matters	53
Section 7.06. Title Policies	55
Section 7.07. Litigation Cooperation	55
Section 7.08. Contact with Customers and Vendors	56
Section 7.09. PMPA Actions	56
Section 7.10. Crude Supply Agreement	57
Section 7.11. Buyer Financing	57
Section 7.12. Certain Agreements	59
Section 7.13. Software License Assistance	59

ii

	Page
ARTICLE 8
Tax Matters
Section 8.01. Tax Cooperation; Allocation of Taxes		59
ARTICLE 9
Employee Benefits
Section 9.01. Offers of Employment; Assumption of Collective Bargaining Agreement		62
Section 9.02. Maintenance of Compensation and Benefits		62
Section 9.03. Defined Contribution Plans		63
Section 9.04. Defined Benefit Plans		65
Section 9.05. Credit for Past Service; Annual Bonus		66
Section 9.06. Welfare Plans; ESPP		66
Section 9.07. Retiree Welfare Benefits		68
Section 9.08. Workers’ Compensation		69
Section 9.09. Withholding		69
Section 9.10. Allocation of Certain Liabilities		70
Section 9.11. Employee Communications		70
Section 9.12. Acknowledgement		70
Section 9.13. No Third Party Beneficiaries		70
Section 9.14. Cooperation		71
ARTICLE 10
Intellectual Property Matters
Section 10.01. License Grants		71
Section 10.02. Transfer of Licenses		71
Section 10.03. Licensed IPR		72
Section 10.04. Restrictions on Use and Disclosure of Intellectual Property Rights		72
Section 10.05. Improvements		73
Section 10.06. Reservation of Rights		73
Section 10.07. NO ADDITIONAL REPRESENTATIONS OR WARRANTIES		73
Section 10.08. LIMITATION OF LIABILITY		73
ARTICLE 11
Conditions to Closing
Section 11.01. Conditions to Obligations of Buyer and Seller		74
Section 11.02. Conditions to Obligation of Buyer		74
Section 11.03. Conditions to Obligation of Seller		75
ARTICLE 12
Survival; Indemnification
Section 12.01. Survival		75

iii

	Page
Section 12.02. Indemnification		76
Section 12.03. Third Party Claim Procedures		78
Section 12.04. Direct Claim Procedures		79
Section 12.05. Calculation of Damages		79
Section 12.06. Environmental Procedures		80
Section 12.07. Assignment of Claims		81
Section 12.08. Exclusivity		82

ARTICLE 13
Termination
Section 13.01. Grounds for Termination	82
Section 13.02. Effect of Termination	83
ARTICLE 14
Miscellaneous
Section 14.01. Notices	83
Section 14.02. Amendments and Waivers	84
Section 14.03. Expenses	85
Section 14.04. Successors and Assigns	85
Section 14.05. Governing Law	85
Section 14.06. Jurisdiction	85
Section 14.07. WAIVER OF JURY TRIAL	85
Section 14.08. Counterparts; Effectiveness; Third Party Beneficiaries	86
Section 14.09. Entire Agreement	86
Section 14.10. Bulk Sales Laws	86
Section 14.11. Severability	86
Section 14.12. Disclosure Schedules	86
Section 14.13. Construction and Interpretation	87
Section 14.14. Specific Performance	87
EXHIBIT A Assignment and Assumption Agreement and Bill of Sale
EXHIBIT B-1 Hydrocarbon Inventory Measurement Procedures
EXHIBIT B-2 Hydrocarbon Inventory Valuation Procedures
EXHIBIT C Form of Consent Decree Modification
EXHIBIT D Fuel Regulations
EXHIBIT E Internal Hydrocarbon Transfers
EXHIBIT F Form of Transition Services Agreement
EXHIBIT G Form of Special Warranty Deed
EXHIBIT H Environmental Insurance Policy Terms
EXHIBIT I Crude Supply Agreement

iv

ASSET PURCHASE AGREEMENT

     ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of July 25, 2011 between Calumet Specialty Products Partners, L.P., a Delaware limited partnership (“Buyer”), and Murphy Oil Corporation, a Delaware corporation (“Seller”).

W I T N E S S E T H :

     WHEREAS, Seller and its Subsidiaries conduct a refining business comprised of (i) the operation of a refinery in Superior, Wisconsin and the related Included Superior Terminals, (ii) the Included Superior Wholesale Business and (iii) the Spur Franchise Business, in each case excluding, for the avoidance of doubt, the Excluded Businesses (collectively, the “Refining Business” or “Business”); and

     WHEREAS, Buyer desires to purchase substantially all of the assets, and assume certain of the liabilities, of the Business from Seller, and Seller desires to sell substantially all of the assets, and transfer certain of the liabilities, of the Business to Buyer, upon the terms and subject to the conditions hereinafter set forth.

     The parties hereto agree as follows:

ARTICLE 1
Definitions

     Section 1.01. Definitions. (a) As used herein, the following terms have the following meanings:

     “1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     “Adjusted Cash Amount” means the Cash Amount as adjusted pursuant to Section 2.09.

     “Adjusted Profit Sharing Contribution Percentage” means a percentage determined by taking the product of (a) 2.7%, multiplied by (b) the quotient of (i) the number of days between January 1 of the calendar year in which the Closing occurs and the Closing Date, divided by (ii) the number of days in such year.

     “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by

Contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings.

     “Aggregate Capital Expenditures Amount” means the aggregate amount paid by Seller or its Subsidiaries during the period from and including the date hereof to and including the Closing in connection with the capital expenditure projects identified on the capital expenditures budget set forth on Section 1.01(a) of the Seller Disclosure Schedule under the heading “Capital Expenditures Budget”; provided such capital expenditures (i) are required to be capitalized under GAAP; (ii) are reasonably necessary and appropriate to complete the cumene project and the gasoline rail loading project, each as described on Section 1.01(a) of the Seller Disclosure Schedule under the heading “Capital Expenditures Budget”; and (iii) in the case of purchases from Affiliates of Seller, are on pricing and other terms commensurate with arm’s-length transactions between unrelated parties.

     “Applicable Law” means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

     “Assumed Environmental Liabilities” means all liabilities and obligations (including the costs of any Remedial Action and any Consent Decree Obligations) arising in connection with or in any way relating to the Business (as currently or previously conducted), the Purchased Assets, the Facilities or the Real Property (including the activities and operations conducted thereon and offsite disposal therefrom), whether accrued, contingent, absolute, determined, determinable or otherwise, that in each case arise under or relate to any Environmental Law, including all items disclosed on Section 3.16 of the Seller Disclosure Schedule (except as otherwise noted in Section 3.16 of the Seller Disclosure Schedule), but excluding any Excluded Environmental Liabilities.

     “Balance Sheet” means the balance sheet of the Business dated as of December 31, 2010.

     “Balance Sheet Date” means the date of the Balance Sheet.

     “Business Contractor” means any independent contractor, consultant, agent or other individual non-employee providing services to the Business (which Person does not provide any services to Seller or its Subsidiaries with respect to any business other than the Business).

2

     “Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Applicable Law to close.

     “Business Employee” means any employee of Seller or any of its Subsidiaries who is employed exclusively in the Business, (i) including any employee of Seller or any of its Subsidiaries who is employed exclusively in the Business and who is, immediately prior to the Closing, absent from work on account of paid time-off, vacation, military, sick or personal leave, short- or long-term disability or leave of absence (other than a leave of absence resulting from a reduction in force or a “bridging” of age and/or service credit for purposes of an Employee Plan) and any Business Employee for whom an obligation to recall, rehire or otherwise return to employment exists under a contractual obligation or Applicable Law, but (ii) excluding any Excluded Employee.

     “Business Licensed IPR” means all Intellectual Property Rights owned by a third party and licensed or sublicensed to either Seller or any of its Subsidiaries for use exclusively in the operation of the Business.

     “Business Permits” means all Permits held by Seller or its Subsidiaries that exclusively relate to the operation of the Business.

     “Buyer Disclosure Schedule” means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Buyer to Seller immediately prior to the execution of this Agreement.

     “Cash Amount” means $214,000,000, in cash.

     “Closing Date” means the date of the Closing.

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

     “Collective Bargaining Agreement” means the agreement dated July 1, 2002 to July 1, 2006 between Murphy Oil USA, Inc. and International Union of Operating Engineers Local 305, as amended, which is the collective bargaining agreement to which Seller or any of its Subsidiaries is a party that covers Union Employees.

     “Confidentiality Agreement” means that certain letter agreement dated as of September 15, 2010 between Buyer and Seller.

     “Consent Decree” means that certain consent decree, among Murphy Oil USA, Inc., the United States of America, the Louisiana Department of Environmental Quality and the State of Wisconsin, entered by the United States District Court for the Western District of Wisconsin in United States, et al. v. Murphy Oil USA, Inc., Civil Action No. 3:10-cv-00563-bbc (the “Consent Decree Court”), on February 16, 2011.

3

     “Consent Decree Modification” means a modification to the Consent Decree in the form attached hereto as Exhibit C (as it may be modified in accordance with Section 7.05(b)) pursuant to which, at Closing, (i) all Consent Decree Obligations are separated from all other obligations under the Consent Decree and (ii) Buyer assumes, and Seller and its Affiliates are released from, all Consent Decree Obligations.

     “Consent Decree Obligations” means (i) all of the liabilities and obligations of or relating to the Consent Decree that are applicable to the Purchased Assets or the Business as currently or previously conducted, other than payment of that certain $1.25 million civil penalty required by Paragraph 161 of the Consent Decree (which is an Excluded Environmental Liability) and (ii) those obligations applicable to the Business set forth on Section 1.01(a) of the Seller Disclosure Schedule under the heading “Certain Consent Decree Obligations”.

     “Continuing PMPA Franchise Business” means the portion of the Business, if any, conducted by Buyer pursuant to the Seller PMPA Franchise Agreements after the Closing (it being understood that, to the extent that Buyer operates or permits the operation of any franchise or other facility pursuant to a franchise agreement or similar arrangement other than a Seller PMPA Franchise Agreement, such operation shall not be included in the Continuing PMPA Franchise Business).

     “Contract” means any contract, agreement, lease, commitment, or other similar obligation (whether written or oral).

     “Environmental Insurance Policy” means the environmental insurance policy required to be purchased by Buyer pursuant to Section 7.05(a)(i).

     “Environmental Law” means any Applicable Law relating to the environment or any spill, release, discharge, disposal or recycling of, or exposure to, any pollutant or contaminant or ignitable, corrosive, reactive or otherwise hazardous substance or waste.

     “Equipment” means all machinery, mobile or otherwise, equipment and systems, including (a) all processing units and distillation systems, (b) all heating, lighting, and power systems, fire prevention and fire extinguishing systems, control systems, emergency warning and emergency preparedness systems and related assets, and heating, refrigerating, air conditioning, and ventilating systems, (c) all tanks, refining process units, meters, pumps, engines, compressors, pipes, fittings, valves, connections, regulators, sewers and loading and unloading lines, (d) all telecommunication assets and equipment and computer hardware and software, (e) all spare parts, tools, computers, and warehouse stores, (f) all other fixtures, furniture and furnishings, (g) all works-in-process, (h) all vehicles, trucks, tractors, trailers and rail cars (excluding trucks and trailers used for delivery of refined petroleum products to retail gasoline stations) and (i) all other tangible personal property of every kind whatsoever, in each case owned or leased

4

by Seller or its Subsidiaries and used or held for use exclusively in connection with the ownership of the Purchased Assets or operation of the Business.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended and the rules and regulations promulgated thereunder.

     “ERISA Affiliate” of any entity means any other entity which, together with such entity, would be treated as a single employer under Section 414 of the Code or Section 4001 of ERISA.

     “Excluded Businesses” means the (i) retail, midstream and wholesale marketing businesses of Seller and its Subsidiaries including all retail stations owned and operated by Seller and its Subsidiaries, but excluding each of the Spur Franchise Business and the Included Superior Wholesale Business, (ii) operation and ownership and/or leasing by Seller or its Subsidiaries of the Excluded Terminals, (iii) operation of a refinery and related terminals in Meraux, Louisiana, (iv) ownership and operation of the ethanol plants described on Section 1.01(a) of the Seller Disclosure Schedule under the heading “Excluded Ethanol Plants” and (v) businesses described on Section 1.01(a) of the Seller Disclosure Schedule under the heading “Excluded Businesses”.

     “Excluded Crude” means all crude oil (i) acquired by Seller or its Subsidiaries from independent petroleum producers at such producers’ well heads which is in transit to injection points on the Enbridge North Dakota pipeline system where title has passed to Murphy Oil USA, Inc. (but which crude oil has not yet been injected into the Enbridge North Dakota pipeline system) and (ii) for which title has passed to Murphy Oil USA, Inc. or Superior Crude Trading Company and which is located on a feeder pipeline leading to the mainline of the Enbridge pipeline system, but which has not yet been injected into the mainline of the Enbridge pipeline system.

     “Excluded Employees” means the employees set forth on Section 1.01(a) of the Seller Disclosure Schedule under the heading “Excluded Employees”.

     “Excluded Environmental Liabilities” means (i) payment of that certain $1.25 million civil penalty required by Paragraph 161 of the Consent Decree; (ii) payment of any monetary fines to the extent solely attributable to a violation of Environmental Law prior to Closing by Seller or its Subsidiaries relating to the Business; (iii) any and all obligations or liabilities arising out of the Consent Decree other than the Consent Decree Obligations; and (iv) all liabilities and obligations (including the costs of any Remedial Action) to the extent they arise in connection with (A) any transportation by or on behalf of Seller or its Subsidiaries, prior to Closing, of Hazardous Materials from the Real Property to any other real property (other than the Real Property or those terminals used in connection with the Business located in Nebraska and Utah) for disposal or recycling; or (B) to the extent pending or, to Seller’s knowledge threatened, prior to Closing, any action, suit or proceeding by any third party to the extent alleging

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exposure at the Real Property, prior to Closing, of any individual to any Hazardous Materials at, on, in or under the Real Property that were spilled, released, emitted or discharged by or on behalf of Seller or its Subsidiaries.

     “Excluded Terminals” means all terminals owned by Seller or its Subsidiaries and/or terminal capacity operated and/or leased by Seller or its Subsidiaries and/or all terminal capacity which Seller or its Subsidiaries otherwise have the right to use, other than the Included Superior Terminals.

     “Facilities” means all buildings, tanks, rail lines, pipelines, docks and fixtures owned or leased by Seller or its Subsidiaries, located on the Owned Real Property or the Leased Real Property and used primarily in the Business, but excluding for the avoidance of doubt (i) power lines, pipelines, telephone lines and other improvements and fixtures owned by public utilities furnishing utilities to the Owned Real Property or the Leased Real Property, (ii) rail lines, pipelines and other improvements and fixtures owned by third parties and located on existing easements for such purpose which encumber the Owned Real Property or the Leased Real Property and (iii) the Enbridge pipeline system and the Magellan pipeline system.

     “FIPR Term” means a period of three years commencing on the Closing Date; provided that either Buyer or Seller may earlier terminate the FIPR Term at any time by providing written notice of termination to the other party six months prior to the effective date of such termination (provided that such termination shall not be effective earlier than the first anniversary of the Closing Date).

     “Franchise Licensed Marks” means the trademarks set forth in Section 1.01(a) of the Seller Disclosure Schedule under the heading “Franchise Licensed Marks”.

     “Fraud” means actual fraud involving a Person’s knowing and intentional misrepresentation or omission of a material fact, which misrepresentation is made or omission is omitted by such Person with the intent to defraud, as determined under common law.

     “Fuel Compliance Obligations” means, with respect to the Business or Purchased Assets, including the Hydrocarbon Inventory, compliance with the Fuel Regulations.

     “Fuel Credits” means all credits, allotments, renewable identification numbers (RINs), certificates or other authorizations relating to any applicable fuel quality standards or renewable fuel standards (including those standards provided for in the Fuel Regulations).

     “Fuel Regulations” means the regulations set forth on Exhibit D.

     “GAAP” means generally accepted accounting principles in the United States.

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     “Governmental Authority” means any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof.

     “Hazardous Material” means any pollutant or contaminant or otherwise hazardous substance or waste that in each case is regulated under any Environmental Law.

     “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

     “Hydrocarbon Inventory” means (i) the hydrocarbon inventory at the Superior refinery that is owned by Seller and its Subsidiaries as of Closing, including crude oil, blendstocks, ethanol, biodiesel, feedstocks and other raw materials (including polymers and emulsifying compounds), intermediate petroleum products and finished products (including asphalt), tank heels and tank bottoms (including all such items located in process units or interconnecting lines at the refinery), (ii) all such products produced at the Superior refinery that are owned by Seller and its Subsidiaries as of Closing where title has not passed to a customer (including, for the avoidance of doubt, Seller or its Subsidiaries that are customers of the refinery; provided that in the case of such an internal transfer title will be deemed to be passed as set forth in Exhibit E) prior to Closing and (iii) all hydrocarbons (including crude oil, blendstocks, feedstocks and other raw materials, intermediate petroleum products and finished products, tank heels and tank bottoms) in transit to the Superior refinery (other than Excluded Crude) for which title has passed to Murphy Oil USA, Inc. or Superior Crude Trading Company, including such hydrocarbons in transit from Murphy Exploration & Production Company — USA where title has so passed.

     “Included Superior Terminals” means (i) the terminals owned and operated by Seller or its Subsidiaries set forth on Section 1.01(a) of the Seller Disclosure Schedule under the heading “Owned Terminals”, (ii) the terminal capacity leased by Seller or its Subsidiaries set forth on Section 1.01(a) of the Seller Disclosure Schedule under the heading “Leased Terminal Capacity”, (iii) the rights Seller or its Subsidiaries have to use terminal capacity at the terminals set forth on Section 1.01(a) of the Seller Disclosure Schedule under the heading “Common Carrier Terminals” and (iv) the leasehold interests of Seller or its Subsidiaries in the terminals leased by Seller or its Subsidiaries set forth on Section 1.01(a) of the Seller Disclosure Schedule under the heading “Leased Terminals”.

     “Included Superior Wholesale Business” means the wholesale marketing business conducted by Seller or its Subsidiaries at the Included Superior Terminals, excluding, for the avoidance of doubt, the Excluded Employees associated with such wholesale business.

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     “Intellectual Property Right” means any Trademark, patent, trade secret, copyright, know-how (including any registrations or applications for registration of any of the foregoing) or any other similar type of proprietary intellectual property right.

     “Interest Rate” means (i) the rate per annum for three-month deposits in U.S. dollars which appears on the Bloomberg Screen BTMM Page under the heading “LIBORFIX BBAM” as of 11:00 a.m. on the date of measurement plus (ii) 2%.

     “Intra-Company Agreement” means any Contract between the Business, on the one hand, and any other business, division, group or function of or within Seller and its Subsidiaries, on the other hand, but not including any Contract expressly provided by this Agreement to be entered into in connection with the Closing.

     “knowledge of Seller,” “Seller’s knowledge” or any other similar knowledge qualification in this Agreement means, with respect to any matter, to the actual knowledge of any of the Persons listed on Section 1.01(a) of the Seller Disclosure Schedule under the heading “Knowledge Parties”.

     “Licensable” means, with respect to any Intellectual Property Right, that a Person has the power and authority to grant a non-exclusive license (or sublicense, as the case may be) on the terms and conditions set forth in Article 10 without any of the following: (i) the consent of any third party (unless such consent can be and is obtained without providing any additional consideration to such third party); (ii) impairment of such Person’s existing rights in respect of any Intellectual Property Right (it being understood that the grant of a non-exclusive license, in and of itself, shall not be construed as an impairment of any of such Person’s rights); (iii) imposition of any additional obligations on such Person under any preexisting agreement relating to any Intellectual Property Right; or (iv) the payment of royalties or other consideration on or after the Closing Date by such Person to any third party under any preexisting agreement. For the avoidance of doubt, in no event shall any Intellectual Property Right be “Licensable” if any of the foregoing conditions in clauses (i)-(iv) apply.

     “Licensed IPR” means Business Licensed IPR and Shared Licensed IPR.

     “Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest or encumbrance in respect of such property or asset.

     “Material Adverse Effect” means any change, development, effect, condition, fact, circumstance or occurrence that has a material adverse effect on the financial condition, business, assets or results of operations of the Business, taken as a whole, but excluding any effect resulting from (A) changes in GAAP or changes in the regulatory accounting requirements applicable to any industry in

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which the Business operates, (B) changes in the financial or securities markets or changes in the general economic or political conditions in the United States or abroad, (C) changes (including changes of Applicable Law) or conditions generally affecting the industry in which the Business operates, (D) acts of war, sabotage, terrorism or natural disasters, (E) the announcement, pendency or consummation of the transactions contemplated by this Agreement (including any cancellations of or delays in customer orders or other decreases in customer demand, reduction in revenues, work stoppages or loss or threatened loss of employees or other employee disruptions), (F) any changes in commodities markets or commodity, crude oil or feedstock prices or refining margins, (G) any effect on the Business or Purchased Assets resulting from changes in a financial rating published by a rating agency, (H) any failure to obtain any consent, approval, waiver or authorization from any third party in connection with the consummation of the transactions contemplated hereby, (I) any failure of the Business to meet any internal or published or third party budgets, projections, forecasts or predictions of financial performance for any period (it being understood that this clause (I) shall not prevent a party from asserting that any fact or circumstance that may have contributed to such failure independently constitutes or contributes to a Material Adverse Effect), (J) any action taken (or omitted to be taken) at the request of Buyer, (K) any action taken by the Seller that is required or expressly contemplated or permitted pursuant to this Agreement, (L) bankruptcy, insolvency or other financial distress of any customers of the Business or (M) seasonal reduction in the revenues or earnings of the Business in the Ordinary Course of Business; provided, that the changes or occurrences set forth in clauses (B), (C) and (F) may be taken into account in determining whether there has been a Material Adverse Effect to the extent such changes have a disproportionate adverse effect on the Business as compared to other participants in the industries in which the Business operates.

     “Non-Union Transferred Employee” means each Transferred Employee who is not a Union Employee.

     “Ordinary Course of Business” means, with respect to the Business and the Purchased Assets, the ordinary course of business in all material respects consistent with Seller’s and its Subsidiaries’ past custom and practice.

     “Owned Intellectual Property Rights” means all Intellectual Property Rights owned and Licensable by Seller or any of its Subsidiaries and used in the Business; provided that the Owned Intellectual Property Rights shall not include any Trademarks.

     “Permit” means any license, franchise, permit, certificate, approval, registration or other similar authorization issued by a Governmental Authority.

     “Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.

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     “PMPA” means the Petroleum Marketing Practice Act 28 U.S.C. §2801 et. seq.

     “Pre-Closing Tax Period” means (i) any taxable period ending on or before the Closing Date and (ii) with respect to a taxable period that commences before but ends after the Closing Date, the portion of such period up to and including the Closing Date.

     “Purchase Agreement” means any agreement for the purchase of materials, supplies, goods, services, equipment or other assets by Seller or any of its Subsidiaries.

     “Remedial Action” means any investigation, remediation, clean-up, abatement, removal or monitoring (or words of similar import) of Hazardous Materials.

     “Seller Disclosure Schedule” means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Seller to Buyer immediately prior to the execution of this Agreement.

     “Seller Group Insurance Plans” means the Group Insurance Plan for Employees of Murphy Oil Corporation and the Group Insurance Plan for Retired Employees of Murphy Oil Corporation.

     “Seller PMPA Franchise Agreements” means all franchise agreements between Seller or its Subsidiaries and franchisees of the Spur Franchise Business.

     “Shared Licensed IPR” means all Intellectual Property Rights owned by a third party and licensed or sublicensed to either Seller or any of its Subsidiaries for use in the operation of the Business, other than Business Licensed IPR.

     “Spur Franchise Business” means the business of Seller and its Subsidiaries comprising the PMPA franchise business conducted under the “Spur” brand.

     “Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at any time directly or indirectly owned by such Person.

     “Supply Agreements” means any sales, distribution or similar agreement providing for the sale by Seller or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets.

     “Tax” means (i) any tax, governmental fee or other like assessment or charge of any kind whatsoever (including withholding on amounts paid to or by any Person), together with any interest, penalty, addition to tax or additional amount imposed by any Governmental Authority responsible for the imposition of

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any such tax (domestic or foreign) (a “Taxing Authority”), or (ii) liability for the payment of any amounts of the type described in (i) as a successor (including under Treasury Regulations section 1.1502-6 or otherwise) or as a result of being party to any agreement or any express or implied obligation to indemnify any other Person.

     “Title IV Plan” means an Employee Plan subject to Title IV of ERISA other than any multiemployer plan, as defined in Section 3(37) of ERISA.

     “Trademarks” means any and all (i) trademarks, trade names, corporate names, company names, business names, service marks, logos, brand names, domain names and all other source or business identifiers, and the rights in any of the foregoing which arise under Applicable Law, (ii) goodwill symbolized thereby or associated therewith and (iii) registrations and applications for registration of any of the foregoing.

     “Transferable” means, with respect to any Intellectual Property Right, that a Person has the power and authority to transfer all of such Person’s right, title and interest in and to such Intellectual Property Right on the terms and conditions set forth in Article 10 without any of the following: (i) the consent of any third party (unless such consent can be and is obtained without providing any additional consideration to such third party); (ii) impairment of such Person’s existing rights in respect of any other Intellectual Property Right; (iii) imposition of any additional obligations on such Person under any preexisting agreement relating to any other Intellectual Property Right; or (iv) the payment of royalties or other consideration on or after the Closing Date by such Person to any third party under any preexisting agreement. For the avoidance of doubt, in no event shall any Intellectual Property Right be “Transferable” if any of the foregoing conditions in clauses (i)-(iv) apply.

     “Transition Services Agreement” means the Transition Services Agreement between Buyer and Seller (or its Affiliates), substantially in the form attached hereto as Exhibit F.

     “Union Employee” means each Business Employee who is a member of a collective bargaining unit covered by the Collective Bargaining Agreement.

     “Union Transferred Employee” means each Transferred Employee who is a Union Employee.

     (b) Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Accounting Referee	2.06(b)
Agreement	Preamble
Allocation	2.06(b)

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Term	Section
Allocation Statement	2.06(b)
Apportioned Obligations	8.01(b)
Assigned Contracts	2.01(g)
Assumed Liabilities	2.03
Business	Recitals
Business Financial Statements	3.05
Buyer	Preamble
Buyer DC Plan	9.03
Buyer FSA Plan	9.06(d)
Buyer Indemnified Party	12.02
Cap	12.02(a)(ii)
City of Superior Fee	8.01(c)
Closing	2.07
Complying Party	7.05(c)(ii)
Credit Support Arrangement	6.02
Crude Supply Agreement	7.10
Customer Security Arrangements	2.01(q)
Customers	3.20(a)
Damages	12.02
De Minimis Amount	12.02(a)(ii)
Deductible	12.02(a)(ii)
Delayed Transfer Asset	2.05
Easements	2.01(c)
e-mail	14.01
Employee Plans	3.15
Employee Withholding Documents	9.09
Environmental Matters	12.06
Estimated Aggregate Capital Expenditures Amount	2.07(a)
Estimated Closing Proration Adjustment Amount	2.09(b)
Estimated Inventory Value	2.08
Excluded Assets	2.02
Excluded Contracts	2.02(j)
Excluded Liabilities	2.04
Field Inspector	2.08(b)
Field Inspector Report	2.08(b)
Filing Documentation	8.01(e)
Final Aggregate Capital Expenditures Amount	2.10
Financing	7.11
FIPR License	10.01(b)
Fundamental Representations	12.01(a)(ii)
Improvements	10.05
In Bound / Out Bound Inventory	2.08(b)
Indemnified Party	12.03
Indemnifying Party	12.03
Initial Hydrocarbon Inventory Tax Amount	8.01(e)

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Term	Section
Inspector	2.08(c)
Interim Financial Statements	7.11
Inventory Balance	2.08(c)
Inventory Statement	2.08(c)
Inventory Value	2.08(c)
Leased Real Property	2.01(b)
Licenses	10.01(b)
LIPR Sublicense	10.03(d)
Material Contract	3.07(c)
Non-Union Transferred Participant	9.03(a)(i)
Obligated Party	7.05(c)(ii)
OIPR License	10.01(a)
Owned Real Property	2.01(a)
PBGC	3.15(f)
Permitted Liens	3.10(b)(xvii)
Permitted Transferee	10.02
Petty Cash	2.01(m)
PMPA Termination Date	7.09(a)(i)
PMPA Termination Notice	7.09(a)(i)
Post-Closing Adjustment Date	2.09(b)
Post-Closing Proration Adjustment Amount	2.09(b)
Post-Closing Tax Period	8.01(b)
Potential Contributor	12.07
Prepayments	2.01(l)
Pre-Closing Fuel Compliance Obligations	7.05(c)(i)
Profit Sharing Contribution	9.03(a)(i)
Proposed Wisconsin Tax Schedule	2.06(f)
Purchase Price	2.06
Purchased Assets	2.01
Real Property	3.10
Real Property Leases	2.01(b)
Refining Business	Recitals
Relevant Period	9.02
Retained Union Employee Benefit Liabilities	9.01(b)
Sales and Use Taxes	8.01(e)
Seller	Preamble
Seller DB Plan	9.03
Seller DC Plan	9.03
Seller FSA Plan	9.06(d)
Seller Indemnified Party	12.02(b)
Seller Retiree Welfare Benefit	9.07
Seller Welfare Plan	9.06(a)
Sharing Arrangement	2.05(b)
Standard Procedure	9.09
Third Party Claim	12.03

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Term	Section
Third Party License Agreement	10.03(d)
Transfer Taxes	8.01(e)
Transferred Contractor	9.01(a)
Transferred Employees	9.01
Transferred Pipeline Rights	2.01(d)
Union DB Plan	9.04(b)
Union DC Plan	9.03(a)(ii)
Union Welfare Plan	3.15(h)
WARN Act	3.14(c)
Warranty Breach	12.02(a)(i)
Wisconsin Tax Schedule	2.06(f)
Wisconsin Real Estate Transfer Fees	2.06(f)

     Section 1.02. Other Definitional and Interpretative Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule, but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any Contract listed on any schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Law.

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ARTICLE 2
Purchase and Sale

     Section 2.01. Purchase and Sale. Except as otherwise provided below (including Sections 2.02 and 2.05), upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and its Subsidiaries and Seller agrees to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free and clear of all Liens, other than Permitted Liens, all of Seller’s and its Subsidiaries’ right, title and interest in, to and under the assets, properties and business owned, held or used exclusively in the conduct of the Business by Seller and its Subsidiaries as the same shall exist and be held by Seller and its Subsidiaries on the Closing Date (collectively, the “Purchased Assets”), including all right, title and interest of Seller and its Subsidiaries in, to and under the following to the extent owned, held or used exclusively in the conduct of the Business as the same shall exist and be held by Seller and its Subsidiaries on the Closing Date:

     (a) the real property owned in fee listed on Section 2.01(a) of the Seller Disclosure Schedule (the “Owned Real Property”), together with all buildings, structures, fixtures and other improvements owned by the Seller and its Subsidiaries and located thereon (including all construction work-in-progress, process units, storage tanks, control houses, office buildings, laboratory facilities, warehouses, boiler houses, power plants, waste water treatment facilities and similar improvements);

     (b) the leasehold estates listed on Section 2.01(b) of the Seller Disclosure Schedule (the “Leased Real Property”), and the related lease or sublease agreements (the “Real Property Leases”) respecting land, buildings, fixtures and real property improvements (whether owned or leased), together with all construction work-in-progress in respect of same;

     (c) the easements appurtenant to the Seller’s or its Subsidiaries’ ownership of the Owned Real Property, lease of the Leased Real Property and operation of the Business and Facilities, including the easements identified on Section 2.01(c) of the Seller Disclosure Schedule (the “Easements”);

     (d) the Contracts, deeds, easements, rights of way, franchises, licenses, permits, and other documents respecting those pipeline rights listed on Section 2.01(d) of the Seller Disclosure Schedule (collectively, the “Transferred Pipeline Rights”);

     (e) the Hydrocarbon Inventory;

     (f) the Equipment and all inventories (other than hydrocarbon inventories and products), including chemicals, catalysts, additives inventories and precious metals (in the case of precious metals, listed by type and amount on Section 2.01(f) of the Seller Disclosure Schedule), in each case used exclusively

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in connection with the ownership of the Purchased Assets or operation of the Business;

     (g) all rights and obligations of the Seller or its Subsidiaries under (i) the Material Contracts (other than any Excluded Contract) and (ii) any other Contracts of Seller or its Subsidiaries (including any agreements with Business Contractors) that are not Excluded Contracts and that relate exclusively to the ownership of the Purchased Assets or operation of the Business (the items in clauses (i) and (ii) collectively, the “Assigned Contracts”); for the avoidance of doubt the Assigned Contracts shall include the Seller PMPA Franchise Agreements;

     (h) all Business Permits;

     (i) except as set forth in Sections 2.01(j), 2.02(d), 2.02(e), 2.02(f), 2.02(g) or 2.02(o), all books, records, files and papers, whether in hard copy or computer format, including any information relating to any Tax imposed on the Purchased Assets, wherever located, in each case which relate exclusively to the ownership of the Purchased Assets or operation of the Business;

     (j) to the extent permitted by Applicable Law, copies of the personnel and employment records relating to Transferred Employees; provided that if Applicable Law requires that Buyer receive original personnel and employment records relating to any Transferred Employees, Buyer shall receive such records pursuant to this Section 2.01(j);

     (k) all unexpired warranties from third parties related exclusively to the Business, including warranties set forth in any equipment purchase agreement, construction agreement, lease agreement, consulting agreement or agreement for architectural or engineering services, it being understood that nothing in this Section shall be construed as a representation by Seller that any such warranty remains in effect or is enforceable;

     (l) all deposits, advance payments, prepayments, prepaid expenses and other similar payments made by or on behalf of Seller or its Subsidiaries, in each case to the extent exclusively related to the Business (collectively, “Prepayments”);

     (m) all petty cash located at the operating facilities of the Business (“Petty Cash”);

     (n) all goodwill associated with the operation of the Business, together with the right to represent to third parties that Buyer is the successor to the Business;

     (o) all assets of the Employee Plans expressly assumed by or provided to be transferred to Buyer pursuant to Article 9 (including, without limitation, all insurance Contracts maintained in connection with such Employee Plans);

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     (p) all computer and data processing hardware of Seller or its Subsidiaries (i) located at the Facilities or (ii) that otherwise is used by Seller or its Subsidiaries exclusively in the operation of the Business or Facilities as currently conducted by Seller or its Subsidiaries;

     (q) except as set forth in Section 2.02(l), all bonds, letters of credit and other security arrangements established by any Person in favor of Seller that relate exclusively to the Purchased Assets or the operation of the Business (collectively, the “Customer Security Arrangements”), to the extent transferable;

     (r) except as otherwise expressly provided in this Agreement, any other assets, properties, and rights of Seller or any of its Subsidiaries that are used exclusively in the ownership of the Purchased Assets or the operation of the Business as it is currently conducted by Seller or its Subsidiaries and any other tangible asset owned by Seller or its Subsidiaries located at, or on the grounds of, the Facilities; and

     (s) except as set forth on Section 2.01(s) of the Seller Disclosure Schedule, any insurance proceeds received from third parties after the date hereof (net of Seller’s or its Subsidiaries’ costs of collection and any applicable deductibles actually paid by Seller or its Subsidiaries) arising out of events that occurred prior to the Closing Date, to the extent such insurance proceeds are actually paid and relate to (i) the repair or restoration of any of the Facilities, but excluding proceeds to the extent Seller effects such repair or restoration before the Closing, or (ii) an Assumed Liability.

     Section 2.02. Excluded Assets. Buyer expressly understands and agrees that the following assets and properties of Seller and its Subsidiaries (collectively, the “Excluded Assets”) shall be excluded from the Purchased Assets:

     (a) all of Seller’s or its Subsidiaries’ cash and cash equivalents on hand and in banks, except for Petty Cash;

     (b) except as otherwise specifically provided in Section 2.01(o) or Section 2.01(s), all rights, titles, claims and interests of Seller or any of its Subsidiaries (i) under any policy or agreement of insurance of Seller or any of its Subsidiaries or (ii) to any insurance proceeds under any of the policies or agreements of insurance described in the preceding clause (i);

     (c) all Owned Intellectual Property Rights and Trademarks (including the Franchise Licensed Marks) (it being understood that nothing in this Section 2.02(c) shall limit the Licenses);

     (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (including relating to the sale process) and all minute books and corporate records of Seller and its Subsidiaries;

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     (e) copies of any books, records files or papers relating to Taxes described in Section 2.01(i);

     (f) copies of any of the books, records, files and papers described in Section 2.01(i), to the extent Seller reasonably concludes that they are or may be necessary or useful in connection with Seller’s or its Subsidiaries’ defense or prosecution of any suit, action or proceeding relating to an Excluded Liability;

     (g) copies of the personnel and employment records described in Section 2.01(j) to the extent Seller reasonably concludes that they are or may be necessary or useful in connection with Seller’s obligations under Article 9;

     (h) the property and assets described on Section 2.02(h) of the Seller Disclosure Schedule;

     (i) all rights of Seller arising under this Agreement or the transactions contemplated hereby;

     (j) all Contracts of the Seller or any of its Subsidiaries that do not relate exclusively to the operation of the Business as currently conducted by the Seller or its Subsidiaries and any Contract listed on Section 2.02(j) of the Seller Disclosure Schedule (together, the “Excluded Contracts”).

     (k) any payments or other receivables owing from any customer on account of any products produced at the Facilities where title has passed to the customer prior to Closing;

     (l) all of Seller’s or its Subsidiaries’ right, title and interest in and to all (i) accounts receivable and all notes and other evidences of indebtedness of and rights to receive payments arising out of sales, services, rentals and other activities of the Business occurring in connection with and attributable to the ownership or operation of the Purchased Assets or the Business prior to the Closing (which, for the avoidance of doubt, shall include all sales of hydrocarbon products or inventories other than the Hydrocarbon Inventory) and the security arrangements, if any, related thereto, (ii) all bonds, letters of credit or other security arrangements posted or otherwise issued by the Seller or any of its Subsidiaries in favor of any other Person, other than any Prepayments, and (iii) rights with respect to any third party collection procedures or any other actions or proceedings in connection with any of the foregoing;

     (m) all of Seller’s or its Subsidiaries’ rights arising under any outstanding receivable arising prior to Closing between the Seller or any of its Subsidiaries in respect of the Business, on the one hand, and Seller or any Affiliate of the Seller in respect of any other business division, group or function, on the other hand;

     (n) all assets related to any Employee Plan or any other pension, profit sharing, stock bonus, stock option, thrift or other retirement plan, medical,

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hospitalization, dental, life, disability, vacation or other insurance or benefit plan, employee stock ownership plan, deferred compensation, stock ownership, stock purchase, bonus, benefit or other incentive plan, severance plan or other employee benefit plan relating to the Seller, its Affiliates or their respective employees (in each case other than all assets of the Employee Plans expressly assumed by or provided to be transferred to Buyer pursuant to Article 9);

     (o) the original personnel and employment records relating to Transferred Employees to the extent Applicable Law does not permit that Buyer receive such original records; provided, if any medical records of Transferred Employees are needed in order to respond to any post-Closing inquiry from any Governmental Authority relating to employment or workplace safety issues, Seller agrees, to the extent permitted by Applicable Law, reasonably to cooperate with Buyer to make such records available to Buyer or to such Governmental Authority for purposes of the inquiry;

     (p) any and all Fuel Credits that (i) relate to the ownership or operation of the Business or Purchased Assets and are in existence, acquired, generated or otherwise attributable to the period prior to Closing, (ii) do not otherwise relate to the operation of the Business or Purchased Assets or (iii) relate to the ownership or operation of any business by Seller or any of its Subsidiaries from and after Closing;

     (q) all Tax refunds relating to any Pre-Closing Tax Period;

     (r) any Purchased Assets sold or otherwise disposed of in the Ordinary Course of Business and not in violation of any provision of this Agreement during the period from the date hereof until the Closing Date;

     (s) all assets primarily or exclusively related to the Excluded Businesses; and

     (t) all hydrocarbon inventories and products other than the Hydrocarbon Inventory.

     Section 2.03. Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective as of the Closing, to assume, pay, discharge and perform as and when due, the following liabilities and obligations (the “Assumed Liabilities”):

     (a) all debts, obligations, Contracts and liabilities of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) relating to or arising out of the ownership or operation of the Purchased Assets or the conduct of the Business from and after the Closing, including any such debts, obligations, Contracts and liabilities arising as a result of the consummation of the transactions contemplated by this Agreement;

     (b) all liabilities and obligations of Seller or any of its Subsidiaries

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arising under the Assigned Contracts, including any such liabilities or obligations arising as a result of the consummation of the transactions contemplated by this Agreement;

     (c) all Assumed Environmental Liabilities;

     (d) all liabilities and obligations of the Seller or its Subsidiaries under open purchase orders or other accounts payable that were entered into or incurred by Seller or its Subsidiaries in the operation of the Business prior to Closing and which provide for the delivery of goods or services on or following Closing;

     (e) all liabilities and obligations relating to or arising out of the matters identified on Section 2.03(e) of the Seller Disclosure Schedule, regardless of whether such matter existed prior to the Closing;

     (f) all delivery obligations in respect of products produced at the Facilities with respect to which title has not passed to a customer prior to Closing;

     (g) all liabilities for Taxes allocated to Buyer under Article 8;

     (h) all liabilities and obligations with respect to, or relating to, any Transferred Employee arising from such Transferred Employee’s employment by Buyer or its Affiliates at or after the Closing; and

     (i) all liabilities and obligations expressly assumed by or provided to be transferred to Buyer pursuant to Article 9.

     Section 2.04. Excluded Liabilities. Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller or its Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain liabilities and obligations of Seller and/or its Subsidiaries, as applicable (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Excluded Liabilities include, but are not limited to, the following:

     (a) any liability or obligation of Seller or any of its Subsidiaries for personal injury or tort, or similar causes of action, to the extent arising out of, associated with, relating to, or incurred in connection with the ownership of the Purchased Assets or the operation of the Business prior to the Closing; provided that the foregoing shall not include any such liabilities or obligations arising under or relating to any Environmental Matters (other than as provided in Section 2.04(d));

     (b) any liability or obligation of Seller, or any member of any consolidated, affiliated, combined or unitary group of which Seller is or has been a member, for Taxes (including liabilities for Taxes allocated to Seller under Article 8 and except to the extent explicitly assumed in Section 2.03); provided

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that Transfer Taxes incurred in connection with the transactions contemplated by this Agreement and Apportioned Obligations shall be borne and paid in the manner set forth in Section 8.01 hereof;

     (c) any liability or obligation to the extent associated with or relating to an Excluded Asset (including any liability incurred in connection with Seller’s removal of the Excluded Assets);

     (d) Excluded Environmental Liabilities;

     (e) all of Seller’s or its Subsidiaries’ obligations arising under any outstanding payable arising prior to Closing between the Seller or any of its Subsidiaries in respect of the Business, on the one hand, and Seller or any Affiliate of the Seller in respect of any other business, division, group or function, on the other hand;

     (f) except as provided in Section 2.03(h) or Section 2.03(i), all liabilities and obligations with respect to, or relating to, the Business Employees or any current or former employee of Seller or its Affiliates (including, without limitation, all liabilities and obligations arising from any Transferred Employee’s employment by Seller or its Affiliates or the termination of such employment and including all Retained Union Employee Benefit Liabilities); provided, that the foregoing liabilities and obligations shall not include any Assumed Environmental Liabilities; and

     (g) except as provided in Section 2.03(i), all liabilities and obligations with respect to, or relating to, any Employee Plan or any other pension, profit sharing, stock bonus, stock option, thrift or other retirement plan, medical, hospitalization, dental, life, disability, vacation or other insurance or benefit plan, employee stock ownership plan, deferred compensation, stock ownership, stock purchase, bonus, benefit or other incentive plan, severance plan or other employee benefit plan relating to Seller, its Affiliates or their respective current or former employees, or under or with respect to which Seller or its ERISA Affiliates have or may have any obligation or liability.

     Section 2.05. Non-assignability of Purchased Assets. (a) Notwithstanding anything in this Agreement to the contrary, if and to the extent that the transfer or assignment from Seller or any of its Subsidiaries to Buyer of any Purchased Asset would be a violation of Applicable Law with respect to such Purchased Asset or otherwise materially and adversely affect the rights of Seller or its Subsidiaries or Buyer thereunder as a result of the failure to obtain any consent, approval, waiver or authorization required in connection with such transfer or assignment, then the transfer or assignment to Buyer of such Purchased Asset (each, a “Delayed Transfer Asset”) shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or applicable consents, approvals, waivers or authorizations have been obtained. Notwithstanding the foregoing, for purposes

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of determining whether any liability or obligation is an Assumed Liability, any such Delayed Transfer Asset shall be deemed a Purchased Asset only as of and from the earlier of (i) the date that such Delayed Transfer Asset is actually transferred or assigned to Buyer and (ii) the date that a Sharing Arrangement is entered into by Buyer and Seller with respect to such Delayed Transfer Asset; provided that to the extent Buyer receives the use or benefit of a given Delayed Transfer Asset, it shall bear the burden of such Delayed Transfer Asset corresponding to such use or benefit. Seller and Buyer will use their commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the applicable third party for the assignment or transfer of the Delayed Transfer Assets.

     (b) If the transfer or assignment of any Purchased Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing as a result of Section 2.05(a), then Seller or its Subsidiary shall thereafter, directly or indirectly, hold such Delayed Transfer Asset for the use and benefit of Buyer (at the expense of Buyer) insofar as reasonably practicable. In addition, to the extent not prohibited, Seller shall take or cause to be taken such other actions as may be reasonably requested by Buyer (including entry into such cooperative arrangements as may be reasonably acceptable to Buyer and Seller, including sublease, agency, management, indemnity or payment arrangements (a “Sharing Arrangement”)) in order to place Buyer, insofar as reasonably practicable, in substantially the same position as if such Delayed Transfer Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Delayed Transfer Asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Delayed Transfer Asset, are to inure from and after the Closing to Buyer. To the extent permitted and to the extent otherwise permissible in light of any required consent, approval, waiver or authorization, Buyer shall be entitled to, and shall be responsible for, the management of any Delayed Transfer Assets not yet transferred to it as a result of this Section 2.05 and the parties hereto agree to use commercially reasonable efforts to cooperate and coordinate with respect thereto.

     (c) If and when the consents, approvals, waivers or authorizations, the absence of which caused the deferral of transfer of any Purchased Asset pursuant to this Section 2.05, are obtained, the transfer of the applicable Delayed Transfer Asset to Buyer shall automatically and without further action be effected in accordance with the terms of this Agreement. For the avoidance of doubt, the covenants set forth in this Section 2.05 apply pre-Closing and post-Closing.

     (d) Neither Seller nor any of its Subsidiaries shall be obligated, in connection with the provisions of this Section 2.05, to expend any money unless the necessary funds are advanced by Buyer, other than reasonable out-of-pocket recording or similar fees, all of which shall be promptly reimbursed by Buyer except as otherwise specifically provided in this Agreement.

     (e) The parties hereto further agree that, provided that Seller or its

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Subsidiary and Buyer have entered into a Sharing Arrangement with respect to a Delayed Transfer Asset or to the extent that Buyer otherwise receives the use or benefit of a Delayed Transfer Asset, (i) such Delayed Transfer Asset shall be treated for all income Tax purposes as an asset of Buyer and (ii) neither Buyer nor Seller shall take, and each of Buyer and Seller shall prevent any of their respective Affiliates from taking, any position inconsistent with such treatment for any income Tax purposes (unless required by a change in applicable income Tax law or a good faith resolution of a contest).

     Section 2.06. Purchase Price; Allocation of Purchase Price. (a) The purchase price (the “Purchase Price”) for the Purchased Assets shall be the sum of (i) the Adjusted Cash Amount, (ii) the Inventory Value and (iii) the Aggregate Capital Expenditures Amount. The Purchase Price shall be paid as provided in Section 2.07 and shall be subject to adjustment as provided in Sections 2.08, 2.09 and 2.10.

     (b) As promptly as practicable, but not later than 60 days after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets in accordance with Section 1060 of the Code (the “Allocation”). If within 30 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 30 days. In the event that Buyer and Seller are unable to resolve such dispute within 30 days Buyer and Seller shall jointly retain a nationally recognized accounting firm (the “Accounting Referee”) to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by Buyer and Seller.

     (c) Seller and Buyer agree to (i) be bound by the Allocation Statement and (ii) act in accordance with the Allocation in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing).

     (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.08 or, after the Closing, Section 2.08, Section 2.09, Section 2.10 or Section 12.02, the Allocation Statement shall be adjusted in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Seller. In the event that an agreement is not reached within 30 days after the determination of the applicable adjustment, any disputed items shall be resolved in the manner described in Section 2.06(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.06(b).

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     (e) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

     (f) No later than 20 Business Days prior to Closing, Seller shall deliver to Buyer a proposed schedule (the “Proposed Wisconsin Tax Schedule”) that, for purposes of computing the amount of “real estate transfer fees” required by the state of Wisconsin to be paid on the sale of the Purchased Assets (the “Wisconsin Real Estate Transfer Fees”), sets forth either (i) the percentage of the Purchase Price that will be allocated to those Purchased Assets constituting “real property” as defined under the laws of the state of Wisconsin or (ii) a methodology for determining such percentage. Buyer and Seller shall work in good faith to reach agreement on any revisions to the Proposed Wisconsin Tax Schedule and to finalize the revised Proposed Wisconsin Tax Schedule (such final schedule, the “Wisconsin Tax Schedule”) no later than 10 Business Days prior to Closing. If Buyer and Seller are unable to reach an agreement 10 Business Days prior to Closing, then Buyer and Seller shall jointly retain an Accounting Referee to resolve the dispute in accordance with the procedures set forth in Section 2.11. The Accounting Referee shall make a final determination as promptly as practicable, but in no event later than 10 days before payment of the real estate transfer fees described in the Wisconsin Tax Schedule are due pursuant to Applicable Law. Upon resolution of the dispute, the percentage or methodology (as applicable) set forth in the Wisconsin Tax Schedule shall be adjusted to reflect such resolution, and Buyer and Seller agree to be bound by such adjusted Wisconsin Tax Schedule. Adjustments to the Wisconsin Real Estate Transfer Fees shall be made in accordance with this Section 2.06(f) following any post-Closing adjustments to the Purchase Price pursuant to Section 2.08, Section 2.09 or Section 2.10.

     Section 2.07. Closing. The closing (the “Closing”) of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall take place at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York, as soon as possible, but in no event later than the second Business Day, after satisfaction or waiver of the conditions set forth in Article 11 (other than conditions that by their nature are to be (and will be) satisfied at Closing) or at such other time or place as Buyer and Seller may agree; provided, however, that if pursuant to the foregoing the Closing would occur on a date that is earlier than 30 days after the date Seller delivers the Interim Financial Statements to Buyer, then the Closing shall occur on the earlier of (i) the date that is 30 days (or if such date is not a Business Day, on the first Business Day after the end of such 30 day period) after the date on which Seller delivers the Interim Financial Statements to Buyer and (ii) the first Business Day after the day on which Buyer consummates the Financing. The Closing shall be deemed to be effective as of 11:59:59 p.m. Central time on the Closing Date. At the Closing:

     (a) Buyer shall deliver to Seller (and/or one or more Subsidiaries of Seller as directed by Seller) an amount in cash equal to the sum of (i) the Cash

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Amount as adjusted by the Estimated Closing Proration Adjustment Amount, (ii) the Estimated Inventory Value, (iii) Seller’s good faith estimate of the Aggregate Capital Expenditures Amount (the “Estimated Aggregate Capital Expenditures Amount”) (which good faith estimate will be delivered by Seller to Buyer no later than 5 Business Days prior to Closing) and (iv) if applicable, the Initial Hydrocarbon Inventory Tax Amount, in immediately available funds by wire transfer to such account(s) of Seller and/or its Subsidiaries as designated by Seller, by notice to Buyer, not later than 2 Business Days prior to the Closing Date (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of Seller and/or the applicable Subsidiaries in such amount).

     (b) Seller and/or its Subsidiaries and Buyer shall enter into an Assignment and Assumption Agreement and Bill of Sale substantially in the form attached hereto as Exhibit A, Seller shall deliver or cause to be delivered to Buyer duly executed special warranty deed(s) substantially in the form attached hereto as Exhibit G and, subject to the provisions hereof, Seller shall deliver or cause to be delivered to Buyer such other deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary to vest in Buyer all of Seller’s and its Subsidiaries’ right, title and interest in, to and under the Purchased Assets (it being expressly understood that such deeds, bills of sale, endorsements, consents, assignments and other instruments shall not require Seller or its Subsidiaries or any other Person to make any additional representations, warranties or covenants, express or implied, not contained in this Agreement).

     (c) Seller (and/or its applicable Subsidiaries) and Buyer shall enter into (i) the Transition Services Agreement and (ii) the Crude Supply Agreement.

     Section 2.08. Hydrocarbon Inventory and Adjustment. (a) No later than 5 Business Days prior to the Closing Date, Seller shall deliver to Buyer a certificate of Seller setting forth Seller’s good faith estimate of the Inventory Value (the “Estimated Inventory Value”). Such certificate shall also set forth Seller’s estimates of the ownership, types, characteristics and volumes, on a tank, trunk, pipeline or other location basis, of all Hydrocarbon Inventory.

     (b) Prior to the Closing, Seller and Buyer shall engage a mutually agreeable independent inspector (the “Field Inspector”). The Field Inspector shall measure the Hydrocarbon Inventory as of Closing at the respective locations of the Hydrocarbon Inventory on the Closing Date; provided that notwithstanding anything herein to the contrary, (i) the volumes of all Hydrocarbon Inventory in process units and pipeworks and the volumes of all tank sludge Hydrocarbon Inventory shall be conclusively determined as set forth on Exhibit B-1 and shall not be measured by the Field Inspector or included in the Field Inspector Report, (ii) the volumes of all In Bound Hydrocarbon Inventory and Outbound Hydrocarbon Inventory (as each such term is defined on Exhibit B-1) (together,

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“In Bound / Out Bound Inventory”) shall be determined as set forth on Exhibit B-1 and shall not be measured by the Field Inspector or included in the Field Inspector Report and (iii) crude tank volume compositions shall be determined as set forth on Exhibit B-2. With respect to the Hydrocarbon Inventory measured by the Field Inspector, such Hydrocarbon Inventory shall be measured in accordance with the procedures set forth in Exhibit B-l. Buyer shall not take or permit to be taken any actions that would reduce the level of Hydrocarbon Inventory between the time of the Closing and such time that the Field Inspector completes its measurement procedures unless Buyer and Seller mutually agree upon adjustments and/or procedures to appropriately account for any such reduction. The Field Inspector shall issue a written report (the “Field Inspector Report”) to Buyer and Seller within 10 Business Days after the Closing Date setting forth the volumes and quantities of the Hydrocarbon Inventory as of the Closing (to the extent such Hydrocarbon Inventory is measured by the Field Inspector in accordance with Exhibit B-1) and such volumes and quantities shall be deemed to be final and binding on Buyer and Seller (absent manifest error). The fees and expenses of the Field Inspector shall be borne equally by Seller and Buyer.

     (c) As promptly as practicable, but in any event no later than 20 days following receipt of the Field Inspector Report, Seller shall cause to be prepared and delivered to Buyer a statement (the “Inventory Statement”), together with (where applicable) supporting calculations and information setting forth (i) the volumes and quantities of the In Bound / Out Bound Inventory as of the Closing Date and determined in accordance with Exhibit B-1 and (ii) the value of the Hydrocarbon Inventory (the “Inventory Value”) as of the Closing Date, which value shall be determined in accordance with the procedures set forth in Exhibit B-2. No later than 20 days following its receipt of the Inventory Statement Buyer shall give Seller notice of (i) its acceptance of the Inventory Statement or (ii) specific and reasonably detailed objections to the valuation and/or (to the extent expressly permitted in Exhibit B-1) the volumes set forth in the Inventory Statement (and Buyer shall be deemed to have agreed with all matters set forth in the Inventory Statement that are not objected to). If Buyer fails to give such notice before the end of such 20 day period, the Inventory Statement will be deemed final and binding upon the parties. If Buyer gives such notice to Seller of Buyer’s objection within such 20 day period, and Buyer and Seller are unable to resolve the issues in dispute within 10 days after delivery of such notice of objection, each of Buyer’s and Seller’s positions on the remaining items in dispute with respect to the computation of the Inventory Value will be submitted to an independent and qualified party mutually selected by the parties (the “Inspector”) such as an accounting firm or independent inspector, for final resolution in accordance with the procedures set forth in Section 2.11.

     (d) If the Inventory Value (as finally determined pursuant to this Section 2.08) minus the Estimated Inventory Value (such difference, the “Inventory Balance”) is greater than zero, Buyer shall pay to Seller, without offset or deduction, an amount equal to the Inventory Balance by wire transfer of immediately available funds to such account or accounts of Seller or its

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Subsidiaries as may be designated by Seller. If the amount of the Inventory Balance is less than zero, then Seller shall pay, or cause to be paid, to Buyer, without offset or deduction, an amount equal to the absolute value of the Inventory Balance by wire transfer of immediately available funds to such account or accounts of Buyer as may be designated by Buyer. Any payment pursuant to this Section 2.08(d) shall be made within 5 days after the Inventory Value has been finally determined and shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the Interest Rate in effect from time to time during the period from the Closing Date to the date of payment. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days elapsed.

     (e) Each party agrees that, following the Closing, it shall not take any actions with respect to the accounting books, records, policies and procedures of itself or its Affiliates that would obstruct or prevent the preparation of the Inventory Statement as provided in this Section 2.08. From the Closing through the final determination of the Inventory Value in accordance with this Section 2.08, Seller and Buyer shall provide one another with reasonable access at all reasonable times to the personnel, properties, and books and records of the applicable refinery for purposes of determining the Inventory Value, including permitting the parties and their respective advisors to participate in the taking of the physical inventory.

     (f) Except as expressly set forth in this Section 2.08 or Section 2.11, Buyer and Seller shall each bear its own expenses incurred in connection with the preparation and review of the Inventory Statement.

     Section 2.09. Adjustments for Pro-Rated Expenses. (a) Buyer and Seller agree that the items listed in Section 2.09(a)(i) — 2.09(a)(vii) (but excluding any income Taxes and the City of Superior Fee, and without duplication) and relating to the Business or operation of the Purchased Assets shall be prorated as of the Closing, with the Seller liable to the extent such items relate to any time period prior to the Closing, and the Buyer liable to the extent such items relate to periods on (including those items arising as a result of the consummation of the transactions contemplated by this Agreement) or after the Closing (in each case, measured in the same units used to compute the item in question, or otherwise measured by calendar days), and, in accordance with Section 2.09(b), the Cash Amount shall be increased by the amount of Petty Cash and by the pro-rated amount of all such payments made by Seller and its Subsidiaries prior to the Closing but that are attributable to periods on or after the Closing and the Cash Amount shall be decreased by the pro-rated amount of all such payments to be made by Buyer subsequent to the Closing but that are attributable to periods prior to the Closing:

     (i) personal property, real estate and occupancy Taxes, assessments and other charges, including those of the type that could give

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rise to a Permitted Lien or are payable in installments of which any installment is due and payable, if any, on or with respect to the Business or operation of the Purchased Assets; provided that the proration of Taxes referred to in this Section 2.09(a)(i) shall be made in accordance with Article 8;

     (ii) rent, Taxes and all other items (including prepaid services or goods not included in Hydrocarbon Inventory) payable by or to the Seller or its Subsidiaries under any Assigned Contracts;

     (iii) any permit fees, license fees, registration fees or other similar fees with respect to any Business Permits;

     (iv) sewer rents and charges for water, telephone, electricity and other utilities;

     (v) other fees or charges imposed by any Governmental Authority;

     (vi) the Prepayments (other than those set forth on Section 2.09(a)(vi) of the Seller Disclosure Schedule), it being understood that for purposes of this Section 2.09(a)(vi), any deposit or similar payment securing a performance obligation will be deemed to be a Prepayment that relates to periods after the Closing Date regardless of actual timing of the performance obligation; and

     (vii) payments under the Assigned Contracts; provided that if Seller or any of its Subsidiaries or Buyer or any of its Affiliates makes any payment to a third party pursuant to any Assigned Contract and (i) such payment is made in respect of work performed, services provided or goods delivered during a period of time that includes the Closing or (ii) the Closing occurs between the making of such payment and the performance of the work or services or delivery of goods, the parties will allocate the burden of such payment in a manner that reflects the relative benefit of such work performed, services provided or goods delivered to each party.

For the avoidance of doubt, the parties agree that for purposes of determining the pro-rations pursuant to this Section 2.09(a), the Closing Date will be included in the time period for which Seller is responsible, except to the extent the relevant matter arises as a result of the consummation of the transactions contemplated by this Agreement.

     (b) At Closing, the Cash Amount shall be increased or decreased (as applicable) by an amount equal to Seller’s good faith estimate of the amount of Petty Cash and the prorations referred to in Section 2.09(a) (such estimate, the “Estimated Closing Proration Adjustment Amount”), and a further adjustment to account for the difference between the estimated amounts and the actual amounts (the “Post-Closing Proration Adjustment Amount”) shall be made

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after the Closing by mutual agreement of Seller and Buyer within 45 days after the Closing Date (or 120 days of the Closing Date, in the case of prorations referred to in Section 2.09(a)(i)) and no further adjustment payment in respect of Petty Cash and such prorations shall be made thereafter. The prorations relating to a time period shall be based on the number of days in a year or other appropriate period (a) through and including the Closing Date and (b) after the Closing Date. The Seller and the Buyer agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to Section 2.09(a) and this Section 2.09(b). If Seller and Buyer are not able to mutually agree on a Post-Closing Proration Adjustment Amount within the period specified above, Buyer and Seller shall jointly retain an Accounting Referee to resolve the dispute in accordance with the procedures set forth in Section 2.11. Any post-Closing payment pursuant to this Section 2.09(b) shall be made within 5 days after the Post-Closing Proration Adjustment Amount has been finally determined, whether by mutual agreement or dispute resolution (the “Post-Closing Adjustment Date”), and shall bear interest from and including the Post-Closing Adjustment Date to but excluding the date of payment at a rate per annum equal to the Interest Rate in effect from time to time during the period from the Closing Date to the date of payment. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days elapsed.

     Section 2.10. Adjustments For Certain Capital Expenditures. (a) Promptly following the Closing, but in no event later than 45 days thereafter, Seller shall provide Buyer with a statement setting forth in reasonable detail its calculation of the Aggregate Capital Expenditures Amount, which statement shall be accompanied by copies of the applicable vendor invoices for the expenses shown to the extent available, and such other supporting documentation as Buyer reasonably requests; it being understood that Seller shall be responsible for all payments owing to vendors for all capital expenditures reflected in such statement. Buyer shall be deemed to have agreed with the amount set forth on such statement unless Buyer notifies Seller in writing of its disagreement within 20 days of Buyer’s receipt of such statement. If Buyer so notifies Seller, Seller and Buyer shall work in good faith to resolve any such disagreement as promptly as practicable, but in any event within 10 days of such notification. If Seller and Buyer are not able to mutually agree on a determination of the Aggregate Capital Expenditures Amount within the period specified above, Buyer and Seller shall jointly retain an Accounting Referee to resolve the dispute in accordance with the procedures set forth in Section 2.11. If the Final Aggregate Capital Expenditures Amount exceeds the Estimated Aggregate Capital Expenditures Amount, Buyer shall pay promptly to Seller, without offset or deduction, the amount of such excess to such account or accounts as may be designated by Seller. If the Estimated Aggregate Capital Expenditures Amount exceeds the Final Aggregate Capital Expenditures Amount, Seller shall promptly pay to Buyer, without offset or deduction, the amount of such excess to such account or accounts as may be designated by Buyer. As used herein, “Final Aggregate Capital Expenditures

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Amount” means the amount set forth on the statement delivered by Seller pursuant to this Section 2.10 (if Buyer does not notify Seller of a disagreement as set forth herein) or the Aggregate Capital Expenditures Amount that has been finally determined, whether by mutual agreement or dispute resolution.

     (b) Any payment pursuant to this Section 2.10 shall be made within 5 days after the Final Aggregate Capital Expenditures Amount has been determined and shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the Interest Rate in effect from time to time during the period from the Closing Date to the date of payment. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days elapsed.

     Section 2.11. Dispute Resolution.

     (a) In the case of any dispute submitted to an Accounting Referee or an Inspector pursuant to this Agreement, (i) the Inspector or Accounting Referee, as applicable, shall only consider those items as to which Buyer and Seller disagree, (ii) each party will furnish to the Inspector or Accounting Referee, as applicable, such work papers and other documents and information relating to the disputed issues as the Inspector or Accounting Referee, as applicable, may request and are available to such party, and will be afforded the opportunity to present to the Inspector or Accounting Referee, as applicable, any material relating to such issues and to discuss the same with the Inspector or Accounting Referee, as applicable, (iii) the Inspector’s or Accounting Referee’s determination or computation of the applicable final amount or value shall be binding and conclusive on the parties and will be deemed to be final (provided that with respect to each item in dispute, the Inspector’s or Accounting Referee’s determination or computation of the applicable final amount or value shall be within the bounds of the applicable amount or value submitted by Buyer, on the one hand, and Seller, on the other hand, with respect to such item) and judgment thereupon may be entered in any court having jurisdiction over the party against which the same is sought to be enforced and (iv) the fees and expenses of the Inspector or Accounting Referee, as applicable, for such determination will be borne by the Buyer, on the one hand, and the Seller, on the other hand, in the same proportion that the dollar amount of disputed items lost by the Buyer, on the one hand, or the Seller, on the other hand, bears to the total dollar amount in dispute that is resolved by the Inspector or Accounting Referee, as applicable.

ARTICLE 3
Representations and Warranties of Seller

     Except as set forth in the Seller Disclosure Schedule, Seller represents and warrants to Buyer as of the date hereof that:

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     Section 3.01. Corporate Existence and Power. Each of Seller and each Subsidiary that is transferring any Purchased Assets hereunder is an entity duly organized, validly existing and (to the extent applicable) in good standing under the laws of its jurisdiction of organization and has all corporate or other powers required to carry on its business as currently conducted. Each of Seller and each Subsidiary that is transferring any Purchased Assets hereunder is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect.

     Section 3.02. Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller’s corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of Seller enforceable against Seller in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

     Section 3.03. Governmental Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby require no action by or in respect of, or filing with, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act; (ii) compliance with the matters set forth on Section 3.03 of the Seller Disclosure Schedule; (iii) compliance with any applicable requirements of the 1934 Act; and (iv) any such action or filing as to which the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     Section 3.04. Noncontravention. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the certificate of incorporation or bylaws or equivalent organizational documents of Seller or any Subsidiary of Seller that is transferring any Purchased Assets hereunder, (ii) assuming compliance with the matters referred to in Section 3.03, violate any Applicable Law, (iii) constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation or to a loss of any benefit relating to the Business to which Seller or any Subsidiary of Seller that is transferring any Purchased Assets hereunder is entitled under any provision of any Contract or other instrument binding upon Seller or such Subsidiary or (iv) result in the creation or imposition of any Lien on any Purchased Asset, except for Permitted Liens, with such exceptions, in the case of each of clauses (ii) through (iv), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     Section 3.05. Financial Statements. Attached as Section 3.05 of the

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Seller Disclosure Schedule are true and complete copies of the balance sheets for the Business as of December 31, 2010 and December 31, 2009 and the related statements of operations and cash flow for the years ended December 31, 2010, December 31, 2009 and December 31, 2008 (collectively, the “Business Financial Statements”). Except as disclosed in the footnotes to the Business Financial Statements, the Business Financial Statements present fairly in all material respects the financial position and results of operations and cash flow of the Business as of the dates and for the relevant periods of such statements in conformity with GAAP applied on a consistent basis throughout the periods involved. There is no liability or obligation of any kind, whether accrued, absolute, fixed, contingent, or otherwise, relating to the Purchased Assets and the Business that is not reflected or reserved against in the Balance Sheet, other than (i) liabilities incurred in the Ordinary Course of Business since December 31, 2010, (ii) any such liabilities or obligations that would not be required to be presented on the face of financial statements prepared in conformity with GAAP, in a manner consistent with past practice, in the preparation of the Business Financial Statements, (iii) any such liabilities or obligations that would not reasonably be expected to be material to the Business, taken as a whole or (iv) any such liabilities or obligations under any Assigned Contract, other than as a result of Seller’s or its Subsidiaries’ breach of any Assigned Contract prior to Closing.

     Section 3.06. Absence of Certain Changes. (a) Since the Balance Sheet Date, the Business has in all material respects been conducted in the Ordinary Course of Business and there has not been any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     (b) From the Balance Sheet Date until the date hereof, there has not been any action taken by Seller or its Subsidiaries that, if taken during the period from the date of this Agreement through the Closing Date without Buyer’s consent, would constitute a breach of Section 5.01(a), Section 5.01(b), or (to the extent relating to any of the foregoing Sections) Section 5.01(j).

     Section 3.07. Material Contracts. (a) Except as set forth on Section 3.07(a) of the Seller Disclosure Schedule, as of the date hereof neither Seller nor any of its Subsidiaries is a party to or bound by any of the following relating exclusively to the Business:

     (i) any lease of personal property providing for annual rentals of $2,000,000 or more that cannot be terminated on not more than 60 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty;

     (ii) any Purchase Agreements (other than agreements for the purchase of any materials, supplies or goods on a spot market basis) providing for either (A) annual payments by Seller or any of its Subsidiaries of $2,000,000 or more or (B) aggregate payments by Seller or

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any of its Subsidiaries of $4,000,000 or more, in each case other than any Purchase Agreement (i) that can be terminated on not more than 60 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty or (ii) with respect to which no delivery or payment obligations remain outstanding;

     (iii) any Supply Agreements (other than agreements for the sale of any materials, supplies or goods on a spot market basis) that provides for annual payments to Seller or any of its Subsidiaries of $2,000,000 or more or aggregate payments to Seller or any of its Subsidiaries of $4,000,000 or more, in each case other than any Supply Agreement (i) that can be terminated on not more than 60 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty or (ii) with respect to which no delivery or payment obligations remain outstanding;

     (iv) any material partnership, joint venture or other similar agreement or arrangement;

     (v) any agreement relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise);

     (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement with an aggregate outstanding principal amount not exceeding $2,000,000;

     (vii) any agreement that materially limits the freedom of Seller or any of its Subsidiaries to compete in any line of business or with any Person or in any area;

     (viii) any material Seller PMPA Franchise Agreement; or

     (ix) other than Real Property Leases, Purchase Agreements and Supply Agreements, any other agreement, commitment or arrangement not otherwise referred to in Sections 3.07(a)(i) — 3.07(a)(viii) (whether or not in excess of the dollar thresholds set forth in such sections), including any agreements with Business Contractors, that has a term greater than one year and requires payments in excess of $500,000 per contract year or aggregate payments in excess of $2,500,000 (in each case other than such agreements (i) that can be terminated on not more than 60 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty or (ii) with respect to which no delivery or payment obligations remain outstanding).

     (b) Except as set forth on Section 3.07(b) of the Seller Disclosure Schedule and other than agreements (i) for the purchase or sale of any materials,

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supplies or goods on a spot market basis or (ii) with respect to which no delivery or payment obligations remain outstanding, as of the date hereof neither Seller nor any of its Subsidiaries is a party to or bound by any material Intra-Company Agreement.

     (c) Each agreement, commitment or arrangement required to be disclosed pursuant to Section 3.07(a) (each, a “Material Contract”) is a valid and binding agreement of Seller or one of its Subsidiaries and is in full force and effect, and none of Seller or any of its Subsidiaries or, to the knowledge of Seller, any other party thereto is in default or breach in any respect under the terms of any such Material Contract, except for any such failures to be valid and binding or in full force and effect, defaults or breaches which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     Section 3.08. Litigation. As of the date hereof, there is no action, suit, investigation or proceeding pending against, or to the knowledge of Seller, threatened against, Seller or any of its Subsidiaries with respect to the Business before any arbitrator or any Governmental Authority which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

     Section 3.09. Compliance with Laws and Court Orders. Neither Seller nor any of its Subsidiaries is in violation of any Applicable Law relating to the Purchased Assets or the conduct of the Business, except for violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     Section 3.10. Properties. (a) Sections 2.01(a) and 2.01(b) of the Seller Disclosure Schedule correctly identify all real property owned in fee by Seller or its Subsidiaries and all property leased by Seller or its Subsidiaries, respectively, used or held for use exclusively in the operation of the Business (collectively, the “Real Property”).

     (b) Seller or one of its Subsidiaries has good and (with respect to owned interests in real estate) marketable (subject to any Permitted Liens) title to, or in the case of any Leased Real Property or leased personal property, has valid leasehold interests in, all Purchased Assets, except for properties and assets sold in the Ordinary Course of Business or where the failure to have such good and marketable title or valid leasehold interest would not reasonably be expected to be material to the Business. No Purchased Asset is subject to any Lien, except:

     (i) Liens disclosed on Section 3.10(b)(i) of the Seller Disclosure Schedule;

     (ii) Liens disclosed on the Balance Sheet or notes thereto or

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securing liabilities reflected on the Balance Sheet or notes thereto;

     (iii) Liens for taxes, assessments and similar charges that are not yet due or are being contested in good faith;

     (iv) mechanic’s, materialman’s, carrier’s, repairer’s and other similar Liens arising or incurred in the Ordinary Course of Business or that are not yet due and payable or are being contested in good faith and for which adequate reserves have been made;

     (v) undetermined or inchoate liens or charges constituting or securing the payment of expenses which were incurred incidental to the conduct of the operations of the Business or the operation of the Purchased Assets;

     (vi) Liens created by law or which arise from leases, easements, rights-of-way or other real property interests for compliance with the terms of such leases, easements, rights-of-way or other real property interests (including the payment of rental fees or other charges); provided, that the same individually and in the aggregate do not materially interfere with the operation or use of the Purchased Assets or the Business as currently operated;

     (vii) all reservations of record of minerals (without right of surface entry) in and under or that may be produced from any of the lands constituting part of the Real Property or on which any of the Purchased Assets are located;

     (viii) all easements, rights-of-way and restrictive covenants of record, and all discrepancies, shortages in area, conflicts in boundary lines, encroachments or protrusions, or overlapping of improvements, defects, irregularities and other matters affecting the Real Property or the Facilities which (A) individually and in the aggregate do not materially detract from the value of the Purchased Asset as currently used or materially interfere with the operation or use of the Purchased Asset or the Business as currently operated and (B) would not reasonably be expected to be material to the Business;

     (ix) any defect that has been cured by applicable statutes of limitations or statutes for prescription;

     (x) any defect affecting (or the termination or expiration of) any easement, right-of-way, leasehold interest, license or other real property interest which is replaced prior to Closing at Seller’s sole cost by an easement, right-of-way, leasehold interest, license or other real property interest constituting part of the Purchased Assets covering substantially the same rights to use the land or the portion thereof used by Seller or its Subsidiaries in connection with the operation of the Business or Facilities;

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     (xi) rights reserved to or vested in any Governmental Authority to control or regulate any of the Purchased Assets or the operations of the Business or Facilities and any rights under Applicable Law, including any building or zoning ordinances;

     (xii) existing leases, licenses and similar agreements to the extent such constitute Assigned Contracts;

     (xiii) acts done or suffered to be done by, and judgments against, Buyer or its Affiliates and those claiming by, through or under Buyer or its Affiliates;

     (xiv) any agreement or contract entered into by the parties in accordance with the terms of this Agreement;

     (xv) all matters of record as of the date hereof, but excluding any monetary Liens, purchase options and rights of first refusal;

     (xvi) Liens incurred in the Ordinary Course of Business since the Balance Sheet Date; or

     (xvii) other Liens which (A) individually and in the aggregate do not materially detract from the value of the Purchased Asset as currently used or materially interfere with the operation or use of the Purchased Asset or the Business as currently operated and (B) would not reasonably be expected to be material to the Business (clauses (i) — (xvii) of this Section 3.10(b) are, collectively, the “Permitted Liens”).

     (c) Except for services provided pursuant to the Transition Services Agreement (and the assets related thereto), the Purchased Assets and the rights provided to Buyer pursuant to Article 10 (subject to the limitations set forth therein, including Section 10.03(c)) constitute all of the material property and assets owned or leased by Seller or its Subsidiaries necessary to or used exclusively in the conduct of the Business and are generally adequate to conduct the Business as currently conducted. For the avoidance of doubt, the failure to obtain any consent, approval, waiver or authorization required in connection with any transfer or assignment to Buyer of a Purchased Asset shall not in and of itself constitute a breach of this Section 3.10(c) or any other representation or warranty in this Agreement. There are no assets, licenses, Contracts or Permits which are material to the Business, taken as a whole, that are used or held for use primarily but not exclusively in connection with the Business, except for those set forth on Section 3.10(c) of the Seller Disclosure Schedule under the heading “Non-Exclusive Assets”. For the avoidance of doubt, all tangible Equipment and inventories located at the Facilities shall be deemed to be used exclusively in the Business.

     (d) Each of the Real Property Leases and Easements is a valid and binding agreement of Seller or one of its Subsidiaries and is in full force and

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effect, and none of Seller or any of its Subsidiaries or, to the knowledge of Seller, any other party thereto, is in default or breach in any respect under the terms of any such Real Property Lease or Easement, nor, to the knowledge of Seller, has any event occurred that with the passage of time or the giving of notice or both would create a default under the terms of any such Real Property Lease or Easement by any party thereto, except for any such failures to be valid and binding or in full force and effect, defaults or breaches which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     (e) Except as would not reasonably be expected to be material to the Business, Seller has not received any written notice (i) for assessments for public improvements against any of the Owned Real Property, Leased Real Property or Easements or (ii) regarding any pending condemnation, eminent domain or similar proceeding affecting all or any portion of any of the Owned Real Property, Leased Real Property or Easements.

     Section 3.11. Intellectual Property. (a) Section 3.11(a) of the Seller Disclosure Schedule contains a list of all material registrations and applications for registration included in the Owned Intellectual Property Rights and the Franchise Licensed Marks.

     (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth a list of all agreements as to which Seller or any of its Subsidiaries is a party and pursuant to which any Person is authorized to use any material Owned Intellectual Property Right or any material Franchise Licensed Mark.

     (c) No Owned Intellectual Property Right or Franchise Licensed Mark is subject to any outstanding judgment, injunction, order, decree or agreement restricting the use thereof by Seller or any of its Subsidiaries with respect to the Business or restricting the licensing thereof by Seller or any of its Subsidiaries to any Person, except for any judgment, injunction, order, decree or agreement which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) the conduct of the Business, as currently conducted, does not infringe or otherwise violate the Intellectual Property Rights of any Person and (ii) to the knowledge of Seller, no Person has infringed or otherwise violated any Owned Intellectual Property Right or Franchise Licensed Mark.

     Section 3.12. Insurance Coverage. Seller and/or its Subsidiaries maintain adequate insurance coverage in accordance with reasonable commercial standards, including material insurance policies and fidelity bonds, in each case in respect of the Purchased Assets and the business and operations of the Business and its employees. Excluding insurance policies that have expired and have been

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replaced in the Ordinary Course of Business, no material insurance policy held Seller or its Subsidiaries and applicable to the Purchased Assets or the Business has been cancelled within the last 2 years prior to the date hereof. Section 3.12 of the Seller Disclosure Schedule contains, as of the date hereof, an accurate and complete list of all material outstanding claims to the extent relating to the Purchased Assets or the Business under the insurance policies held by Seller or its Subsidiaries and applicable to the Purchased Assets or the Business.

     Section 3.13. Finders’ Fees. Except for Goldman, Sachs & Co., whose fees will be paid by Seller, there is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Seller who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

     Section 3.14. Employees; Labor Issues. (a) Section 3.14(a) of the Seller Disclosure Schedule sets forth a true and complete list as of the date hereof of the names, titles, annual salaries and most recent annual bonus of all Business Employees whose annual base salary exceeds $150,000.

     (b) Other than the Collective Bargaining Agreement, there is no collective bargaining agreement or other labor agreement with any union, labor organization or employee association to which Seller or any of its Subsidiaries are a party covering any Business Employees. To the knowledge of Seller, as of the date hereof, there is no effort, activity or proceeding of any union, labor organization or employee association (or a representative thereof) to organize any Business Employees. As of the date hereof, (i) there are no pending or, to the knowledge of Seller, threatened, labor strikes, walkouts, work stoppages, slowdowns or lockouts with respect to Business Employees and (ii) there are no disputes with respect to the Business Employees except as would not reasonably be expected to be material to the Business, taken as a whole.

     (c) Seller is and has been for the past 5 years in compliance in all material respects with all, and to the knowledge of Seller, is not under investigation with respect to and has not been threatened to be charged with or given notice of any material violation of any, Applicable Laws pertaining to labor and employment and related to the ownership and operation of the Purchased Assets or the Business, including but not limited to employment practices, terms and conditions of employment, payment of compensation, Contracts of employment, collective bargaining, non-discrimination and affirmative action, plant closing and mass layoff, family and medical leave, immigration, health and safety, wages and hours, payment of unemployment benefits and taxes and workers’ compensation, including but not limited to Title VII of the Civil Rights Act of 1964, the Equal Pay Act, Executive Order 11246 and its implementing regulations, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Worker Benefit Protection Act, the Family Medical Leave Act (“FMLA”), the Worker Adjustment and Retraining Notification Act (the “WARN Act”) and any similar Laws addressing

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plant closings or mass layoffs, ERISA, the Immigration Reform and Control Act of 1986, the Occupational Safety and Health Act of 1970 and its implementing regulations, as amended, and the National Labor Relations Act and the Code, in each case that would reasonably be expected to result in a material liability. Since January 1, 2005 to the date hereof, there has not been any material strike, work stoppage or slow-down.

     (d) Except as set forth on Section 3.14(d) of the Seller Disclosure Schedule, none of the Business Employees or any past employees of Seller or its Subsidiaries who were employed in the Business and located at the Facilities has a pending or, to the knowledge of Seller, threatened material claim against Seller or its Subsidiaries. Except as set forth on Section 3.14(d) of the Seller Disclosure Schedule, neither Seller nor any of its Subsidiaries has pending against it related to the Purchased Assets or the Business any material unfair labor practice charges or other material administrative charges, claims, grievances, actions, proceedings or lawsuits before any Governmental Authority or arbitrator arising under any Applicable Law governing employment. Except as set forth on Section 3.14(d) of the Seller Disclosure Schedule, neither Seller nor any of its Subsidiaries has received written or, to the knowledge of Seller, oral notice of intent of any Governmental Authority responsible for the enforcement of any labor or employment laws, regulations or executive orders to conduct an investigation or review with respect to Seller’s employment policies or practices that would reasonably be expected to result in a liability which would be material to the Business, taken as a whole.

     (e) Except as set forth on Section 3.14(e) of the Seller Disclosure Schedule, Seller has no employment agreement or other arrangement with any of the Business Employees that provide for anything other than at-will employment; and unless set forth on Section 3.14(e) of the Seller Disclosure Schedule, all Business Employees are terminable at will and no severance or other amounts are payable to such employees upon termination of employment, other than with respect to vested rights under applicable benefit plans. Any material Contract relating to the employment of any Business Employee pursuant to which Seller or any of its Subsidiaries is or may become obligated to make any material severance, termination, change of control, bonus or relocation payment is included on Section 3.14(e) of the Seller Disclosure Schedule. Except with respect to wages, severance, employee benefits and other employment related obligations accrued in the Ordinary Course of Business, Seller is not indebted to or a creditor of any Business Employee. Neither Seller nor any of its Subsidiaries is in material breach of any existing employment or independent contractor Contract related to the Business and, as of the date hereof, has not received written notice that any management-level Business Employee intends to terminate his or her employment with Seller, whether in connection with this transaction or not.

     Section 3.15. Employee Benefit Plans. (a) Seller has made available to Buyer a list of and copies of each material written “employee benefit plan”, as

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defined in Section 3(3) of ERISA, each material written employment, severance or similar contract, plan, arrangement or policy and each other material written plan or arrangement (and a written descriptions of the terms and conditions of each material unwritten plan, Contract or policy) providing for compensation, bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by Seller or any of its ERISA Affiliates and covers any Business Employee or any beneficiary thereof (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have been made available to Buyer, together with, to the extent applicable with respect to each such plan or trust, (i) the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and Form 990, if applicable, (ii) the most recent actuarial valuation, (iii) the most recent summary plan description and any summaries of material modifications thereto, and (iv) any trust agreement, funding agreement or insurance policy (and any amendments thereto). Such plans, Contracts and policies are set forth on Section 3.15(a) of the Seller Disclosure Schedule and referred to collectively herein as the “Employee Plans”.

     (b) None of Seller, any ERISA Affiliate of Seller and any predecessor thereof, sponsors, maintains or contributes to, or has any material liability or obligation under or relating to, or has in the past 6 calendar years sponsored, maintained or contributed to, a Title IV Plan.

     (c) None of Seller, any ERISA Affiliate and any predecessor thereof contributes to, or has in the past 6 calendar years contributed to, or has any material liability or obligation under or relating to, any multiemployer plan, as defined in Sections 3(37) or 4001(a)(3) of ERISA.

     (d) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service, and Seller is not aware of any reason why any such determination letter should be revoked or not be reissued or anything that could reasonably be expected to adversely affect the qualification of any such Employee Plan under Section 401(a) of the Code. Seller has made available to Buyer copies of the most recent Internal Revenue Service determination letters with respect to each such Employee Plan. Each Employee Plan has been maintained in compliance in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including ERISA and the Code, which are applicable to such Employee Plan.

     (e) Seller has no current or projected material liability in respect of

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post-employment or post-retirement health or medical or life insurance benefits for retired, former or current Business Employees, except as required to avoid excise tax under Section 4980B of the Code.

     (f) With respect to the Union DB Plan (as defined in Section 9.04(b)): (i) no liability to the Pension Benefit Guaranty Corporation (“PBGC”) has been incurred (other than for premiums not yet due); (ii) no notice of intent to terminate the Union DB Plan has been filed with the PBGC or distributed to participants therein and no amendment terminating any such Pension Plan has been adopted; (iii) no proceedings to terminate the Union DB Plan instituted by the PBGC are pending or threatened, and no event or condition has occurred which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, the Union DB Plan; (iv) the Union DB Plan is not in “at risk” status, within the meaning of Section 430 of the Code or Section 303 of ERISA; (v) no “reportable event” within the meaning of Section 4043 of ERISA (for which the 30-day notice requirement has not been waived by the PBGC) has occurred within the within the last six years; (vi) no Lien has arisen or would reasonably be expected to arise as a result of actions or inactions that occurred prior to the Closing Date under ERISA or the Code on the assets of Seller; (vii) there has been no cessation of operations at a facility subject to provisions of Section 4062(e) of ERISA within the last six years; and (viii) the Union DB Plan is not a multiple employer pension plan subject to Section 4063 or 4064 of ERISA.

     (g) Seller has no announced plan or legally binding commitment to (i) create any additional Employee Plan which is intended to cover any Business Employees or (ii) amend or modify any Employee Plan, in each case with respect to an Employee Plan, (x) that is expressly assumed by or provided to be transferred to Buyer pursuant to Article 9 in such a manner as to increase the cost of such Employee Plan, or (y) to the extent that such announced plan or legally binding commitment would increase the cost to Buyer of complying with its obligations to maintain compensation and benefits as provided in Section 9.02 hereof.

     (h) Section 3.15(h)(i) of the Seller Disclosure Schedule sets forth each Employee Plan that is a medical or dental benefits plan or life, death, disability, accident or sickness insurance policy maintained by Seller for the benefit of the Union Employees (each, a “Union Welfare Plan”). Except as set forth in Section 3.15(h)(ii) of the Seller Disclosure Schedule, (i) each Union Welfare Plan covers only Union Employees and their beneficiaries, and (ii) all benefits under each Union Welfare Plan are provided on a fully insured basis pursuant to an insurance contract maintained by Seller in connection with such Union Welfare Plan. No Union Welfare Plan is a multiemployer plan, as defined in Section 3(37) of ERISA.

     Section 3.16. Environmental Compliance. (a) Except as disclosed on Section 3.16 of the Seller Disclosure Schedule or for matters that would not

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reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:

     (i) Seller’s, or, as applicable, its Subsidiaries’ ownership of the Purchased Assets and operation of the Business as presently owned and operated are in compliance with all applicable Environmental Laws;

     (ii) (A) no written notice, order, request for information, complaint or penalty has been received by Seller or any of its Subsidiaries, and (B) there are no actions, suits or proceedings pending or, to the knowledge of Seller, threatened before any arbitrator or any Governmental Authority, in the case of each of (A) and (B), that allege a violation of or liability under any Environmental Law and relate to the Purchased Assets, Real Property or the Business;

     (iii) Seller has obtained or caused to be obtained all Permits required under any Environmental Law that are necessary for the operation of the Purchased Assets and Real Property;

     (iv) neither Seller nor any of its Subsidiaries is in violation of the terms of such Permits or, with respect to the operation of the Purchased Assets, Real Property and Business, any applicable Environmental Law; and

     (v) to the knowledge of Seller, Seller has made available (or otherwise made available summaries thereof) to Buyer all final, written investigations, reports, audits, and similar documents within its possession or control dated during the 3 years prior to the date hereof and relating to (A) the Purchased Assets or the Business and (B) compliance with or liability under any Environmental Law or the release of Hazardous Materials, except for such investigations, reports, audits and documents that (Y) are privileged or (Z) relate to routine matters with respect to which there is no material non-compliance.

     (b) Except as set forth in this Section 3.16 and Section 3.17 (Permits), no representations or warranties are being made with respect to matters arising under or relating to Environmental Laws, any spill, release, emission, discharge, disposal or recycling of, or exposure to, Hazardous Materials or other environmental matters. Seller makes no representation or warranty as to compliance by Seller, its Subsidiaries or the Business with Fuel Regulations.

     Section 3.17. Permits. Seller or its Subsidiaries have all material Permits required to carry on the Business as now conducted. Section 3.17 of the Seller Disclosure Schedule lists each material Business Permit (including each such Business Permit required by Environmental Law). Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each Business Permit is valid and in full force and effect and

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(ii) neither Seller nor any of its Subsidiaries is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any such Business Permit. No representation or warranty is being made by Seller hereunder that any Business Permit can be assigned or transferred to Buyer at Closing or that any Business Permit can be maintained by Buyer from and after Closing.

     Section 3.18. Tax Matters. (a) Seller or its Subsidiaries have (i) duly and timely filed or caused to be filed all material Tax returns (or appropriate extensions) required to be filed by them with respect to the Business and the Purchased Assets and each such return is true, correct and complete in all material respects and (ii) timely paid all Taxes required to be paid on or prior to the date this representation is made, the non-payment of which would result in a Lien on any Purchased Asset.

     (b) There are no currently proposed or pending adjustments, audits or examinations by any Taxing Authority in connection with any Taxes relating to the Purchased Assets, and no waiver or extension of any statute of limitations applies with respect to any Tax matter relating to the Purchased Assets, in each case, that would result in a liability to Buyer.

     (c) There are no rulings, closing agreements, or similar agreements with any Taxing Authority that could reasonably be expected to materially increase the Taxes imposed with respect to the Purchased Assets for any period ending after the Closing Date.

     (d) Seller or its Subsidiaries have established, in accordance with GAAP applied on a basis consistent with that of preceding periods, adequate reserves for the payment of, and will timely pay, all Taxes which arise from or with respect to the Purchased Assets or the operation of the Business and are incurred in or attributable to the Pre-Closing Tax Period.

     Section 3.19. Suppliers. Section 3.19 of the Seller Disclosure Schedule sets forth a complete and accurate list of the 10 largest suppliers of materials, products or services to Seller and its Subsidiaries in connection with the Business (measured by the aggregate dollar amount purchased from all such suppliers) during 2010. As of the date hereof, to the knowledge of Seller, the relationships of Seller and its Subsidiaries with the suppliers listed on Section 3.19 of the Seller Disclosure Schedule are good in connection with the Business. Since January 1, 2011 through the date hereof, none of such suppliers has cancelled or terminated or otherwise materially altered (excluding (i) increases in the prices charged for supplies, materials, products or services and (ii) terminations of Contracts pursuant to the terms thereof other than due to a breach by Seller or its Subsidiaries) such arrangements, notified Seller or any of its Subsidiaries in writing of any intention to do any of the foregoing, or otherwise threatened in writing to cancel, terminate or seek to materially alter its relationship with Seller and its Subsidiaries, in each case, in connection with the Business.

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     Section 3.20. Customers. Section 3.20 of the Seller Disclosure Schedule sets forth (a) a complete and accurate list of the names of the 10 largest customers of the Business excluding Seller and its Subsidiaries, measured by the aggregate dollar amount of products, goods and services purchased from Seller during 2010 (collectively, the “Customers”) and (b) a complete and accurate list, in all material respects, of the amount for which each Customer was invoiced during such period. Except as set forth on Section 3.20 of the Seller Disclosure Schedule, since January 1, 2011 through the date hereof, Seller has not received any written notice that any such Customer has ceased, or will cease, to purchase those types of products included in current and active programs for such Customer.

ARTICLE 4
Representations and Warranties of Buyer

     Except as set forth in the Buyer Disclosure Schedule, Buyer represents and warrants to Seller as of the date hereof that:

     Section 4.01. Corporate Existence and Power. Buyer is a limited partnership duly formed, validly existing and in good standing under the laws of its jurisdiction of organization and has all corporate or similar powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. Buyer is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where such qualification is necessary, except where the failure to be so qualified or to be in good standing would not reasonably be expected to materially impede or delay the Closing or the performance by Buyer of its obligations hereunder.

     Section 4.02. Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby are within the corporate or similar powers of Buyer and have been duly authorized by all necessary corporate or similar action on the part of Buyer. This Agreement constitutes a valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

     Section 4.03. Governmental Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby require no material action by or in respect of, or material filing with, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act; (ii) compliance with any applicable requirements of the 1934 Act; and (iii) other actions or filings that, individually or in the aggregate, would not reasonably be expected to materially impede or delay the Closing or the performance by Buyer of its obligations hereunder.

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     Section 4.04. Noncontravention. The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate any of the governing documents of Buyer, (ii) assuming compliance with the matters referred to in Section 4.03, violate any Applicable Law, (iii) require any consent or other action by any Person under, constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation or to a loss of any benefit to which Buyer is entitled under any provision of any agreement or other instrument binding upon Buyer or (iv) result in the creation or imposition of any Lien on any asset of Buyer, with such exceptions, in the case of each of clauses (ii) through (iv), as would not reasonably be expected to materially impede or delay the Closing or the performance by Buyer of its obligations hereunder.

     Section 4.05. Financing. Buyer has, and will have at Closing, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to make payment of the Purchase Price and any other amounts to be paid by it hereunder. The consummation of the transactions contemplated by this Agreement by Buyer (including the payment of the Purchase Price and any other amounts to be paid hereunder) is not conditioned on the receipt by Buyer of any financing.

     Section 4.06. Litigation. As of the date hereof, there is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer threatened against, Buyer before any arbitrator or any Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

     Section 4.07. Finders’ Fees. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Buyer who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

     Section 4.08. Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Purchased Assets as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer acknowledges that Seller has given Buyer complete and open access to the key employees, documents and facilities of the Business. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Notwithstanding anything contained to the contrary in any other provision of this Agreement or any document delivered by Seller in connection herewith, Buyer acknowledges and agrees that Seller is not making any representation or warranty whatsoever,

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express, implied, statutory or otherwise, except as expressly set forth in this Agreement. Buyer acknowledges and agrees that the Purchased Assets are sold “as is”, “where is” and “with all faults” and Buyer agrees to accept the Purchased Assets and the Business in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect to all matters, including environmental matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Business or the future business and operations of the Business or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Business, except as expressly set forth in this Agreement.

ARTICLE 5
Covenants of Seller

     Seller agrees that:

     Section 5.01. Conduct of the Business. From the date hereof until the Closing Date, Seller and its Subsidiaries shall in all material respects conduct the Business in the Ordinary Course of Business (including routine maintenance and routine preventative maintenance, and in material compliance with Applicable Law) and shall use their respective commercially reasonable efforts to preserve intact the Purchased Assets, the Business and its relationships with employees, agents, lessors, suppliers, customers and other third parties having business dealings with the Business, and to keep available the services of the present employees of the Business. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as disclosed on Section 5.01 of the Seller Disclosure Schedule or as expressly contemplated hereby, neither Seller nor any of its Subsidiaries will, in each case with respect to the Business, without the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed):

     (a) acquire a material amount of assets from any other Person (other than acquisitions of any materials, supplies or goods on a spot market basis in the Ordinary Course of Business);

     (b) sell, lease, license or otherwise dispose of, or grant any right or Lien, except Permitted Liens, with respect to any Purchased Assets except (i) pursuant to existing Contracts or (ii) otherwise in the Ordinary Course of Business;

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     (c) (i) enter into any agreement or arrangement that limits or otherwise restricts in any material respect the conduct of the Business or that could, after the Closing Date, limit or restrict in any material respect the Business, Buyer or any of their respective Affiliates, from engaging or competing in any line of business, in any location or with any Person or (ii) enter into, amend or modify in any material respect or terminate any Material Contract other than in the Ordinary Course of Business;

     (d) (i) grant or increase any severance or termination pay to (or amend any existing arrangement with) any Business Employee, (ii) increase benefits payable under any existing severance or termination pay policies or employment agreements with any Business Employee, (iii) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any Business Employee, (iv) establish, adopt or amend any Employee Plan or any collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any Business Employee, or (v) increase the compensation, bonus or other benefits payable to any Business Employee, in each case referred to in clauses (i) — (v), other than (A) as expressly required by the provisions of any Employee Plan, (B) in the Ordinary Course of Business, (C) as required by Applicable Law, (D) as required by the terms of any Material Contract set forth on the Seller Disclosure Schedule or any Collective Bargaining Agreement or (E) as set forth on Section 5.01(d) of the Seller Disclosure Schedule;

     (e) enter into any settlement of any pending or threatened litigation or claim, or enter into any amendment of any existing settlement agreement, to the extent such settlement or amendment will materially interfere with or impose material additional cost in connection with the Buyer’s ownership or operation of the Purchased Assets or any portion of the Business from and after the Closing;

     (f) other than the Consent Decree Modification, consent to the entry of (or amendment to) any decree, judgment or order by any Governmental Authority, or enter into (or amend) any other agreements with any Governmental Authority, in each case to the extent such decree, judgment, order or agreement (or amendment) will materially interfere with or impose material additional costs in connection with Buyer’s ownership or operation of the Purchased Assets or any portion of the Business from and after the Closing;

     (g) fail to maintain the Facilities in the Ordinary Course of Business;

     (h) fail to maintain insurance on the Purchased Assets at levels equal to or superior to existing insurance including with respect to coverage, deductibles or any other material terms, subject to commercially reasonable variations in coverage in connection with renewals for expiring insurance policies;

     (i) fail to maintain levels of catalysts, supplies and spare parts at the

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levels maintained in the Ordinary Course of Business; or

     (j) agree or commit to do any of the foregoing.

     Section 5.02. Access. (a) From the date hereof until the Closing Date, Seller will (i) give Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of Seller and its Subsidiaries relating to the Business, (ii) furnish to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Business as such Persons may reasonably request, (iii) instruct the employees, counsel and financial advisors of Seller to cooperate with Buyer in its investigation of the Business and (iv) permit Buyer reasonable access (on reasonable prior notice and during normal business hours) to the refinery property for, at Buyer’s sole cost and expense, the purpose of installing telecom and data lines necessary to Buyer’s operation of the Purchased Assets from and after the Closing, provided that (A) such telecom and data lines shall not be physically connected to Seller’s systems until at or after the Closing and (B) if the Closing does not occur, Buyer shall (at its sole cost and expense, including any cost or expense of restoring the property to its prior state) promptly remove (and Seller shall permit Buyer to remove) such telecom and data lines from the Purchased Assets. Any investigation or other action by Buyer or its employees, advisors or representatives pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller and its Subsidiaries. Notwithstanding the foregoing, Buyer may not under any circumstances conduct or cause to be conducted any sampling or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media at any property related to the Seller or its Subsidiaries or the Business, including the Purchased Assets, the Facilities and the Real Property. Buyer bears the risk of injury to any of its employees, advisors or representatives who are provided access to the offices or properties of Seller or its Subsidiaries hereunder, and shall indemnify, defend and hold Seller and its Affiliates harmless for all Damages resulting from Buyer’s or its employees’, advisors’ or representatives’ access to the offices or properties of Seller or its Subsidiaries provided hereunder.

     (b) On and after the Closing Date, Seller and its Subsidiaries will afford promptly to Buyer and its agents reasonable access to their respective books of account, financial and other records, information, employees and auditors to the extent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Business; provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business of Seller or any of its Subsidiaries.

     (c) Notwithstanding anything in this Section 5.02 to the contrary, but subject to Section 2.02(o), Buyer shall not have access to (i) personnel records of Seller relating to individual performance or evaluation records or medical

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histories, (ii) materials entitled to legal privilege (or which could jeopardize the attorney-client privilege of Seller or its Subsidiaries), (iii) materials with respect to which Seller or its Subsidiaries owe an obligation of confidentiality to a third party or (iv) other information which in Seller’s good faith opinion is sensitive or could reasonably be expected to subject Seller or any of its Subsidiaries to the risk of liability. The parties shall endeavor in good faith to make appropriate substitute disclosure arrangements, if practicable, in a manner that does not give rise to any of the circumstances referred to in the preceding sentence.

     Section 5.03. Notices of Certain Events. Seller shall promptly notify Buyer of any written or oral notice or other written or oral communication (or site visit) from:

     (a) any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;

     (b) any Governmental Authority in connection with the transactions contemplated by this Agreement;

     (c) any Person regarding the initiation or threat of initiation of any actions, suits, investigations or proceedings relating to or otherwise affecting the Seller, the Purchased Assets or the Business that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.08; and

     (d) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to cause any condition to the obligations of Buyer to consummate the transactions contemplated hereby not to be satisfied.

ARTICLE 6
Covenants of Buyer

     Buyer agrees that:

     Section 6.01. Access. On and after the Closing Date, Buyer will afford promptly to Seller and its agents reasonable access to its properties, books, records, employees and auditors to the extent necessary to permit Seller to determine any matter relating to its rights and obligations hereunder or regarding the Business for any period ending on or before the Closing Date; provided that any such access by Seller shall not unreasonably interfere with the conduct of the business of Buyer.

     Section 6.02. Release and Replacement of Bonds and Guaranties. Promptly after the Closing, Buyer shall deliver to the applicable beneficiary replacement or substitute guaranties, letters of credit, bonds, security deposits,

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financial assurances and other surety obligations for those set forth on Section 6.02 of the Seller Disclosure Schedule (each, a “Credit Support Arrangement”), and Buyer, shall use its commercially reasonable efforts to cause the release as of the Closing Date of Seller and its Subsidiaries, in form and substance reasonably acceptable to the Seller, from all obligations relating to any such Credit Support Arrangements and any liabilities or obligations related thereto. Buyer shall indemnify, defend and hold harmless Seller and its Subsidiaries from any and all Damages relating to, resulting from, or arising out of, any Credit Support Arrangement to the extent any such Damages relate to, result from, or arise out of the use of the Purchased Assets or the operation of Business on or after the Closing Date.

     Section 6.03. Removal of Seller’s Name. Except as expressly set forth in Section 10.01(b), following the Closing, neither Buyer nor any of its Affiliates shall be entitled to adopt, employ or make any use of (i) any Trademark owned by Seller or any of its Subsidiaries, (ii) any Trademark containing or associated with the term “Murphy” or (iii) any variation or derivative of the foregoing, including anything that is confusingly similar thereto. Buyer shall, as soon as is reasonably practicable and in any event within 90 days following the Closing Date, remove, destroy or paint over, as appropriate, any trademark, service mark, trade name, logo or signage (including signs displaying the Seller’s or its Subsidiaries’ emergency contact information) indicating that the Purchased Assets were owned or operated by or otherwise affiliated with Seller or any of its Subsidiaries and not licensed to Buyer pursuant to the FIPR License (it being understood that, with respect to any such trademark, service mark, trade name, logo or signage licensed pursuant to the FIPR License, Buyer shall take the measures set forth in this sentence within 90 days following the date on which the FIPR License ceases to be applicable thereto).

     Section 6.04. Notices of Certain Events. Buyer shall promptly notify Seller of any written or oral notice or other written or oral communication (or site visit) from:

     (a) any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;

     (b) any Governmental Authority in connection with the transactions contemplated by this Agreement;

     (c) any Person regarding the initiation or threat of initiation of any actions, suits, investigations or proceedings relating to or otherwise affecting Buyer that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.06; and

     (d) any Person regarding the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to cause any condition to the obligations of Seller to consummate the transactions contemplated hereby not to be satisfied.

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ARTICLE 7
Covenants of Buyer and Seller

     Buyer and Seller agree that:

     Section 7.01. Best Efforts; Further Assurance. (a) Subject to the terms and conditions of this Agreement, Buyer and Seller will use their respective commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ii) taking such actions, making such filings and furnishing information required in connection therewith, and seeking to obtain on a timely basis any such actions, consents, approvals or waivers from such parties. No party shall be obligated to make any payment to any Person to obtain any consent, approval or waiver of such Person under any contract.

     (b) Each of Buyer and Seller shall (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within 10 Business Days of the date hereof, (ii) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and (iii) take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Buyer shall promptly take (and shall cause its Affiliates to promptly take) any and all action necessary, including participating in and actively defending against or otherwise pursuing any litigation that may be commenced by a Governmental Authority or private party relating to this Agreement or the transactions contemplated hereby, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order that would have the effect of preventing or delaying the Closing and to resolve the objections, if any, that any Governmental Authority or private party may assert under any Applicable Law with respect to the transactions contemplated by this Agreement, and, consistent with the foregoing, to avoid or eliminate each and every impediment under any Applicable Law asserted by any Governmental Authority or private party with respect to the purchase by Buyer of the Business so as to enable the Closing to occur as soon as reasonably possible.

     (c) Each of Buyer and Seller shall promptly inform the other party upon receipt of any communication from any Governmental Authority or private party regarding any of the transactions contemplated by this Agreement. If Buyer or

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Seller (or any of their respective Affiliates) receives a request for additional information from any Governmental Authority that is related to the transactions contemplated by this Agreement, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request. No party shall participate in any meeting, or engage in any material substantive conversation, with any Governmental Authority without giving the other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend or participate. Buyer shall advise Seller promptly of any understandings, undertakings or agreements (oral or written) which Buyer proposes to make or enter into with any Governmental Authority in connection with the transactions contemplated by this Agreement. For the avoidance of doubt and irrespective of whether the sale of the Business occurs, Buyer shall not require Seller or any of its Subsidiaries to, and neither Seller nor any of its Subsidiaries shall be required to, take any action with respect to any Order or any applicable Law which would bind Seller or any of its Subsidiaries.

     (d) Seller and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and to vest in Buyer good and (to the extent applicable) marketable title to the Purchased Assets; provided that such documents, certificates, agreements, other writings or actions shall not require Seller or its Subsidiaries or any other Person to make any additional representations, warranties or covenants, express or implied, not contained in this Agreement.

     Section 7.02. Public Announcements. The parties agree to consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and, except for any press releases and public statements the making of which may be required by Applicable Law or any listing agreement with any national securities exchange, will not issue any such press release or make any such public statement prior to such consultation.

     Section 7.03. WARN Act. Buyer shall assume all obligations and liabilities for the provision of notice or payment in lieu of notice or any applicable penalties under the WARN Act or any similar state or local law arising as a result of the transactions contemplated by this Agreement. Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from any and all Damages incurred or suffered by Seller or any of its Affiliates with respect to the WARN Act or any similar state or local law arising as a result of the transactions contemplated by this Agreement including, for the avoidance of doubt, all Damages triggered directly or indirectly by any terminations of employment initiated by Buyer or its Affiliates at any time from the Closing Date to the end of the 90 day period commencing on the first Business Day following the Closing Date.

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     Section 7.04. Post-Closing Payments or Demands. Should Seller or any of its Subsidiaries, after Closing, receive payments to which the Buyer or any of its Affiliates is entitled pursuant to this Agreement, then the Seller or its applicable Subsidiaries shall, within 30 days of receipt of the same, forward such payments to Buyer, and should Buyer or any of its Affiliates, after Closing, receive payments to which Seller or any of its Subsidiaries is entitled pursuant to this Agreement, then Buyer or its applicable Affiliates, within 30 days of receipt of the same, shall forward such payments to, or as directed by, Seller. If any demand is made on Buyer or its Affiliates after Closing to pay any invoice or other obligation contracted or incurred by Seller or any of its Subsidiaries prior to Closing in the operation of the Business, Buyer or its Affiliates shall pay the same to the extent such invoice or obligation constitutes an Assumed Liability; if and to the extent any such invoice or obligation constitutes an Excluded Liability, Seller shall, or shall cause one of its Subsidiaries to, pay the same. Any payment required to be made by Buyer or Seller, as applicable, pursuant to this Section 7.04 shall be made without any set off or deduction against amounts owed by Seller or Buyer (or their respective affiliates), as applicable.

     Section 7.05. Certain Environmental Matters.

     (a) Environmental Insurance.

     (i) At or prior to Closing, Buyer shall provide to Seller a binder for, and evidence that Buyer has paid in full the premium costs of, an environmental insurance policy which policy conforms to the terms set forth on Exhibit H, subject to such modifications as are reasonably acceptable to Seller. At least 15 Business Days prior to Closing, Buyer shall provide to Seller a full proposal from the relevant insurance carrier for the Environmental Insurance Policy, including all endorsements and policy forms.

     (ii) From and after Closing, Buyer shall comply, and shall cause its Affiliates to comply, with the terms and conditions of the Environmental Insurance Policy, including those relating to reporting, cooperation and defense of claims, and use commercially reasonable efforts to maintain such policy in force and to not allow such policy to be cancelled or otherwise modified in any manner that would prejudice Seller.

     (iii) In connection with obtaining the Environmental Insurance Policy, Buyer shall provide to the relevant insurance carrier all documentation and other information reasonably requested to be disclosed in the application for such policy. Seller shall use reasonable efforts to assist Buyer in providing such documentation and other information.

     (b) Consent Decree. Consistent with Paragraph 6 of the Consent Decree, (i) Buyer acknowledges that it has received written notice of the Consent

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Decree and been provided with a copy thereof; and (ii) within a reasonable time after the date hereof (but in any event within 5 days of the date hereof), Seller or its Subsidiaries shall provide notice of this Agreement to the other parties to the Consent Decree. Seller or its Subsidiaries and Buyer shall negotiate in good faith to make any changes to the Consent Decree Modification mutually acceptable to Seller and Buyer that are (A) appropriate non-substantive form changes or (B) if applicable, necessary to reflect only the sale that is the subject of this Agreement and not the sale of that certain refinery in Meraux, Louisiana. Seller or its Subsidiaries and Buyer shall consult with the parties to the Consent Decree to confirm that those parties have no objections to the Consent Decree Modification and, if applicable, shall negotiate in good faith with such parties to resolve any such objections. Upon obtaining such confirmation or making any changes mutually acceptable to Seller and Buyer to address any objections by the parties to the Consent Decree, Seller shall take, or cause to be taken, all appropriate actions (including those set forth in Paragraph 7 of the Consent Decree) to have the Consent Decree Modification entered by the Consent Decree Court, and Buyer shall take all reasonable steps (including those set forth in paragraph 7 of the Consent Decree) to support Seller’s or its Subsidiaries’ actions to have the Consent Decree Modification entered by the Consent Decree Court, including supporting Seller’s and its Subsidiaries’ efforts to be released from the Consent Decree Obligations and to demonstrate to the Consent Decree Court and the other parties to the Consent Decree that Buyer has the financial and technical ability to assume the Consent Decree Obligations. On and after the Closing, Buyer shall satisfy, perform and assume all Consent Decree Obligations.

     (c) Fuels Compliance.

     (i) From and after Closing, (i) for fuels shipped on and after Closing, Buyer shall be responsible for all Fuel Compliance Obligations and (ii) for fuels shipped prior to Closing, Seller shall be responsible for all Fuel Compliance Obligations (such obligations of Seller, “Pre-Closing Fuel Compliance Obligations”). Seller or its Subsidiaries shall submit by the relevant deadline all filings required by the Fuel Regulations associated solely with the Pre-Closing Fuel Compliance Obligations, and shall provide a copy, or other such proof, of each such filing to Buyer.

     (ii) In the event either party (the “Complying Party”) may be required by applicable Fuel Regulations to use Fuel Credits to comply with any Fuel Compliance Obligations that, as set forth in Section 7.05(c)(i), are the responsibility of the other party (the “Obligated Party”), prior to using such credits, the Complying Party shall use reasonable efforts to allow the Obligated Party to provide it with Fuel Credits that satisfy, in whole or in part, such Fuel Compliance Obligations. To the extent the Obligated Party’s Fuel Compliance Obligations are not satisfied in whole by Fuel Credits provided by the Obligated Party, the Obligated Party shall reimburse the Complying Party for the cost of any Fuel Credits the Complying Party used to satisfy such Fuel Compliance

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Obligations (at the Obligated Party’s election, either in the form of Fuel Credits or the monetary equivalent in U.S. dollars (which cost, in the case of Fuel Credits used by the Complying Party which it already owns, shall be at the fair market value of such Fuel Credits)), provided the Complying Party submits to the Obligated Party a written request for reimbursement with sufficient supporting evidence of having used such Fuel Credits and the value thereof.

     (iii) In the event Buyer, at any time prior to the earlier of (A) the completion and entry into operation of the cumene project described on Section 1.01(a) of the Seller Disclosure Schedule or (B) December 31, 2011, notifies Seller that it is required by applicable Fuel Regulations to use Fuel Credits to comply with any Fuel Compliance Obligations that, as set forth in Section 7.05(c)(i), are Buyer’s responsibility, Seller agrees to sell to Buyer such Fuel Credits as Buyer may reasonably require in order to satisfy, in whole or in part, such Fuel Compliance Obligations which arise from operations in the Ordinary Course of Business at a cost for such Fuel Credits equal to the fair market monetary equivalent at the time of such sale in U.S. dollars; provided that Seller shall not have any obligation to sell Fuel Credits other than those in its possession and not otherwise necessary for its or its Subsidiaries’ operations or obligations (including any obligation to third parties). Buyer acknowledges that Seller may cause to be sold its Subsidiary’s refinery and related assets in Meraux, Louisiana, which may reduce the quantity of Fuel Credits available to Seller.

     Section 7.06. Title Policies. Buyer may procure owner’s title insurance policies with respect to the Owned Real Property; provided, that Buyer’s ability or inability to obtain title insurance on such Owned Real Property shall not result in an adjustment to the Purchase Price; provided further, that the foregoing shall not be deemed to mitigate Seller’s representations and warranties set forth in Section 3.10. Seller and its Subsidiaries shall execute and deliver to the title insurance company such affidavits, certificates and other documentation as are reasonably requested to cause the title insurance company to issue title insurance policies for the Owned Real Property; provided that nothing in such affidavits, certificates or documentation shall require Seller or its Subsidiaries to incur any liabilities or obligations to any Person that are not otherwise expressly set forth in this Agreement. Seller agrees to cooperate with and assist Buyer with any reasonable request in Buyer’s efforts to obtain such title policies.

     Section 7.07. Litigation Cooperation. (a) In connection with the defense or prosecution of any suit, action or proceeding relating to an Assumed Liability or an Excluded Liability (but subject to the provisions of Article 12 in the event indemnification is being sought thereunder pursuant to any applicable provision of this Agreement) each party shall (i) cooperate, and cause its respective Affiliates to cooperate, in the defense or prosecution of such suit, action or proceeding, (ii) furnish or cause to be furnished such documents, records,

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information and testimony, grant or cause to be granted access to all reasonably requested witnesses, and attend such conferences, discovery proceedings, hearings, trials or appeals, in each case as may be reasonably requested in connection therewith, and (iii) take all reasonable steps to make available to the other party, upon written request, its former and current employees, other personnel and agents (whether as witnesses or otherwise) to the extent that such persons may reasonably be required in connection therewith.

     (b) Neither Seller nor Buyer will (and each of Seller and Buyer shall cause its respective Affiliates not to) destroy or dispose of any documents, records or information that a party may have the right to obtain pursuant to Section 7.07 without first using its reasonable best efforts to notify the other party of the proposed destruction or disposition and giving the other party the opportunity to take possession of or copy such documents, records or information prior to such destruction or disposition.

     Section 7.08. Contact with Customers and Vendors. Without prior written consent of Seller (which consent shall not be unreasonably withheld, delayed or conditioned), Buyer and its Affiliates shall not, prior to the Closing Date, contact any customer, vendor, supplier or employee of, or any other Person having business dealings with, Seller or its Subsidiaries with respect to the Business or with respect to any aspect of the transactions contemplated under this Agreement; provided that Seller and Buyer shall cooperate in contacting, prior to the Closing Date, customers and suppliers of the Business as reasonably necessary for the purposes of transferring or establishing credit and related security arrangements.

     Section 7.09. PMPA Actions.

     (a) Seller and Buyer will:

     (i) provide as promptly as practicable following the date hereof (but in any event within 5 Business Days of the date hereof) a mutually agreed written notice to each franchisee under a Seller PMPA Franchise Agreement that, among other things, (A) includes a description of the transactions contemplated by this Agreement to the extent they relate to such PMPA franchisee, (B) notifies such PMPA franchisee that Buyer and Seller intend to deliver a notice of termination or non-renewal (such notice, a “PMPA Termination Notice” ) as soon as reasonably practicable following the Closing that provides that the applicable Seller PMPA Franchise Agreement will be terminated or non-renewed effective as of the earlier of (1) 12 months following the Closing Date and (2) the expiration of the applicable Seller PMPA Franchise Agreement (each such date, a “PMPA Termination Date”) and (C) informs such PMPA franchisee that as soon as reasonably practicable following the Closing, it will receive an offer from Buyer to such PMPA franchisee of a new PMPA franchise agreement on substantially the same terms and conditions

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as those set forth in such franchisee’s Seller PMPA Franchise Agreement;

     (ii) use their best efforts to take, or cause to be taken, all actions to do, or cause to be done, all things necessary or desirable under the PMPA to give effect to the assignment of the Seller PMPA Franchise Agreements to Buyer as set forth in Article 2;

     (iii) at or as promptly as practicable following the Closing (but in any event within 5 Business Days of the Closing Date) provide a PMPA Termination Notice to each franchisee under a Seller PMPA Franchise Agreement in such form as is mutually agreed by Buyer and Seller, and take, or cause to be taken, all actions to terminate or non-renew each Seller PMPA Franchise Agreement as of the applicable PMPA Termination Date in accordance with such PMPA Termination Notices; and

     (iv) use their best efforts to take, or cause to be taken, all actions to do, or cause to be done, all things necessary or desirable under the PMPA to give effect to take all other actions required under the PMPA to effect the provisions of this Section 7.09.

     (b) During the period commencing on the Closing Date and continuing for 12 months, Buyer shall offer each franchisee under a Seller PMPA Franchise Agreement a new PMPA franchise agreement with Buyer (the form of which shall be included with the PMPA Termination Notice) on substantially the same terms and conditions as those set forth in such franchisee’s Seller PMPA Franchise Agreement.

     Section 7.10. Crude Supply Agreement. At Closing, Seller (or its Affiliate) and Buyer will enter into a crude supply agreement in substantially the form attached hereto as Exhibit I (the “Crude Supply Agreement”).

     Section 7.11. Buyer Financing. Seller acknowledges that Buyer may undertake an equity and/or debt financing (the “Financing”), the proceeds of which may be used to fund all or a portion of the Purchase Price. Seller agrees that it shall use its commercially reasonable efforts to cooperate with Buyer’s efforts to secure the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Business or Seller or its Subsidiaries), including (a) using commercially reasonable efforts to deliver (i) an unaudited balance sheet for the Business as of June 30, 2011 and the related statement of operations and cash flow for the six months ended June 30, 2011 and (ii) the statement of operations and cash flow for the six months ended June 30, 2010 (collectively, the “Interim Financial Statements”), (b) using commercially reasonable efforts to cause its independent auditors to deliver customary “comfort letters” in connection with the Financing, which comfort letters shall comply with the requirements of PCAOB AU Section 634 and cover such periods as are addressed by the Business Financial Statements and the Interim Financial

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Statements and are required under Regulation S-X to be included in a registration statement for a Financing registered with the Securities and Exchange Commission, together with negative assurance for any subsequent partial period for which the applicable financial information for the Business is available to the extent such partial period is within 135 days of the date of the latest audited or reviewed financial statements for the Business, and (c), if requested by Buyer, providing such information to the underwriters, initial purchasers, lenders or other financing parties in any such proposed Financing as may be reasonably requested in connection with such parties’ due diligence investigation of the Business, including permitting Buyer’s lenders or their agents to conduct an on-site evaluation of the Hydrocarbon Inventory of the Business (provided that any such evaluation of the Hydrocarbon Inventory shall not have any effect on, and shall not be used in connection with, the determination of the Inventory Value or any other matter that is the subject of Section 2.08). Buyer shall promptly, upon request by Seller from time to time, reimburse Seller for the reasonable, documented out-of-pocket costs incurred by Seller or any of its Subsidiaries in connection with such cooperation (including reasonable attorneys’ and accountants’ fees). Notwithstanding anything in this Section 7.11 to the contrary, neither Seller nor any of its Subsidiaries shall (A) be required to incur any cost or expense in connection with the foregoing unless Seller is reasonably satisfied that such amount will be promptly reimbursed by Buyer, (B) have any liability or any obligation under any agreement or document related to the Financing or (C) be required to incur any other liability with respect to the Financing. Buyer shall indemnify and hold harmless Seller and its Subsidiaries, and its and their respective directors, officers, employees, representatives and advisors from and against any and all Damages suffered or incurred by any of them in connection with the Financing and any information utilized in connection therewith, except to the extent that such Damages result from or arise out of the gross negligence or willful misconduct of Seller or its Subsidiaries. Buyer agrees that (i) all non-public or other confidential information provided by Seller or its Subsidiaries or any of their respective representatives to Buyer or its representatives pursuant to this Section 7.11 shall be kept confidential in accordance with and subject to the terms of the Confidentiality Agreement (except to the extent required to be disclosed under applicable securities laws in connection with an offering of securities by Buyer; and in connection therewith Buyer will take such actions as Seller may reasonably request to limit any such disclosure and/or to protect the confidentiality thereof), (ii) Seller shall be permitted a reasonable period (which period will take into account the form and timing of the Financing, and Buyer will keep Seller reasonably informed on a contemporary basis as to such form and timing) to comment on those portions of any prospectus or confidential information memorandum related to the Financing that contain or are based upon any such non-public or other confidential information (and Buyer shall use its reasonable efforts to respond to such comments in a manner reasonably satisfactory to Seller), (iii) Seller shall not be obligated to disclose any information if such disclosure would violate any agreement between Seller or its Subsidiaries and a third party, (iv) Buyer will not unreasonably interfere with the

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operation of Seller or its Subsidiaries’ business in connection herewith. For the avoidance of doubt, in connection with the Financing, neither Buyer nor any of its potential financing sources may, under any circumstances, conduct or cause to be conducted any sampling or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media at any property related to the Seller or its Subsidiaries or the Business, including the Purchased Assets, the Facilities and the Real Property. Notwithstanding anything to the contrary herein, Buyer acknowledges and agrees that (i) the Closing is not conditioned upon consummating any Financing or the receipt by Buyer of any funds necessary to pay the Purchase Price and (ii) the failure of Buyer to consummate any Financing shall not alter or modify Buyer’s obligations to consummate the transactions contemplated hereby (including the Closing).

     Section 7.12. Certain Agreements. On or as promptly as practicable after the date hereof, each of Buyer and Seller shall execute and deliver the agreement described in Item 1(a) of Section 5.01(c) of the Seller Disclosure Schedule (subject to such modifications as may be mutually agreed by the parties thereto).

     Section 7.13. Software License Assistance. From the date hereof until the Closing Date, Seller shall use its commercially reasonable efforts to assist (e.g., by participating in phone calls with vendors) Buyer in Buyer’s obtaining licenses for the software listed in Item D of Section 3.04(iii) of the Seller Disclosure Schedule; provided that (i) neither Seller nor any of its Subsidiaries shall be obligated to pay any costs or expenses (including transfer or license fees, which shall be solely for the account of Buyer) in connection with the foregoing and (ii) any out-of-pocket expenses incurred by Seller or any of its Subsidiaries in connection with the foregoing shall be promptly reimbursed by Buyer.

ARTICLE 8
Tax Matters

     Section 8.01. Tax Cooperation; Allocation of Taxes. (a) Buyer and Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Business and the Purchased Assets (including access to books and records) as is reasonably necessary for the filing of all Tax returns, the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax. Buyer and Seller shall retain all books and records with respect to Taxes pertaining to the Purchased Assets until 60 days after the expiration of the applicable statute of limitations, taking into account any extensions that have been granted. On or after the end of such period, each party shall provide the other with at least 30 days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes

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involving the Purchased Assets or the Business.

     (b) All real property taxes, personal property taxes and similar ad valorem obligations levied with respect to the Purchased Assets for a taxable period which includes (but does not end on) the Closing Date (collectively, the “Apportioned Obligations”) shall be apportioned between Seller and Buyer based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period after the Closing Date (any such portion of such taxable period, the “Post-Closing Tax Period”). Seller shall be liable for the proportionate amount of such Taxes that is attributable to a Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to a Post-Closing Tax Period.

     (c) For the avoidance of doubt, Seller shall be liable for the City of Superior Occupational Tax on Petroleum Products Refined in Wisconsin (the “City of Superior Fee”) that is properly allocable to Seller’s operations in Pre-Closing Tax Periods and Buyer shall be liable for the City of Superior Fee properly allocable to Buyer’s operations in Post-Closing Tax Periods.

     (d) Through the Closing Date, Seller shall be responsible for filing with the taxing authorities the applicable Tax returns for ad valorem, property, severance, production and similar Taxes which are required to be filed on or before the Closing Date. Buyer shall be responsible for the filing with the appropriate taxing authorities the applicable Tax returns for all ad valorem, property, severance, production and similar Taxes beginning after the Closing Date.

     (e) All excise, value added, registration stamp, recording, documentary, conveyancing and Wisconsin Real Estate Transfer Fees (collectively, “Transfer Taxes”) incurred in connection with the transactions contemplated by this Agreement shall be borne equally by Buyer and Seller other than Transfer Taxes imposed on the sale of the Hydrocarbon Inventory. All state and local sales and use taxes (“Sales and Use Taxes”) imposed in connection with the transactions contemplated by this Agreement and Transfer Taxes imposed on the sale of the Hydrocarbon Inventory shall be borne solely and exclusively by Buyer. Buyer and Seller shall cooperate in securing and providing each other with any appropriate resale exemption certifications, licenses and other similar documentation. Without limiting the generality of the foregoing, no later than 5 Business Days prior to Closing, Buyer shall provide to Seller either (i) each of the items set forth in Section 8.01(e) of the Seller Disclosure Schedule or (ii) in the case of any such item that has not yet been obtained, documentation that establishes to Seller’s satisfaction that Buyer has completed the necessary filings in order to secure an effective date for such item that is no later than the Closing Date (the “Filing Documentation”). In any case in which, as of the Closing Date, Buyer has not delivered to Seller either any item set forth in Section 8.01(e) of the Seller Disclosure Schedule or the corresponding Filing Documentation, Buyer shall pay to Seller at Closing an amount equal to the Transfer Taxes and

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Sales and Use Taxes that Seller expects to be imposed on the sale of the Hydrocarbon Inventory (the “Initial Hydrocarbon Inventory Tax Amount”), with the amount of such payment to be determined as follows: (i) the portion of the Initial Hydrocarbon Inventory Tax Amount comprising Transfer Taxes shall be the amount of Transfer Taxes Seller expects will be imposed on the estimated volume of the Hydrocarbon Inventory and (ii) the portion comprising Sales and Use Taxes shall be the amount of Sales and Use Taxes Seller expects will be imposed on the Estimated Inventory Value, each as determined pursuant to Section 2.08. If, pursuant to the procedures set forth in Section 2.08(c), it is determined that the estimated volume of the Hydrocarbon Inventory is more or less than the volume of the Hydrocarbon Inventory as of the Closing Date and/or the Estimated Inventory Value is more or less than the Inventory Value, (i) Buyer shall pay to Seller the amount of any resulting net increase in the aggregate Transfer Taxes and Sales and Use Taxes imposed on the sale of the Hydrocarbon Inventory at Closing or, as applicable, (ii) Seller shall pay to Buyer the amount of any resulting net overpayment of the aggregate Transfer Taxes and Sales and Use Taxes imposed on the sale of the Hydrocarbon Inventory at Closing, in each case at the same time and subject to the same interest provisions as the amounts described in Section 2.08(d). In addition, within 10 days of receipt by Seller of any refund in respect of (i) the Initial Hydrocarbon Inventory Tax Amount and (ii) any additional amounts actually paid by Buyer pursuant to clause (i) of the preceding sentence, Seller shall pay to Buyer the amount of such refund. Buyer and Seller agree that the amount of Wisconsin Real Estate Transfer Fees shall be determined in accordance with Section 2.06(f) and apportioned as provided in this Section 8.01(e). Any subsequent adjustments to any Transfer Tax or Sales and Use Tax made pursuant to a legally prescribed audit, and any costs incurred with respect to such audit, shall be apportioned as provided in this Section 8.01(e).

     (f) Apportioned Obligations and Taxes described in Section 8.01(e) shall be timely paid, and all applicable filings, reports and returns shall be filed, as provided by Applicable Law. Upon payment of any such Apportioned Obligation or Tax described in Section 8.01(e), the paying party shall present a statement to the non-paying party setting forth the amount of reimbursement to which the paying party is entitled under Section 8.01(b) or Section 8.01(e), as the case may be together with such supporting evidence as is reasonably necessary to calculate the amount to be reimbursed. The non-paying party shall make such reimbursement promptly but in no event later than 10 days after the presentation of such statement. Any payment not made within such time shall bear interest at a rate equal to the Interest Rate for each day until paid.

     (g) For the avoidance of doubt, this Article 8 shall not apply to any Taxes or fees that are taken into account in the calculation of the Inventory Value pursuant to Section 2.08, all of which shall be paid by Buyer pursuant to the calculation of the Inventory Value.

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ARTICLE 9
Employee Benefits

     Section 9.01. Offers of Employment; Assumption of Collective Bargaining Agreement. (a) Buyer shall (or shall cause one of its Subsidiaries to), on or prior to the Closing Date, make an offer of employment to each then current Business Employee on the terms set forth in Section 9.02. Such offer shall offer to a Business Employee employment with Buyer (or one of its Subsidiaries) commencing (i) effective as of the Closing, or (ii) in the case of any Business Employee not actively at work with Seller immediately prior to the Closing, immediately following the end of (A) such Business Employee’s paid time-off, vacation, military, sick or personal leave, short- or long-term disability or other leave of absence, or (B) such Business Employee’s exercise of his or her right to recall, rehire or other return to employment under an applicable Contract or Applicable Law. Unless a written acceptance of an offer of employment is required by Applicable Law, a Business Employee who continues employment with Buyer (or one of its Subsidiaries) shall be deemed to have accepted such offer of employment, unless such Business Employee specifically declines such offer of employment. Business Employees who accept (or are deemed to have accepted) such offer of employment shall collectively be referred to as the “Transferred Employees”.

     (b) Buyer agrees (i) effective as of the Closing, to be the “successor” for all purposes under, and agrees to be bound by, the Collective Bargaining Agreement, and to provide any and all compensation and benefits required under the terms thereof, (ii) effective as of the Closing, (i)otherwise to be bound by, and comply with all of the terms and conditions of, the Collective Bargaining Agreement and (iii) to execute and deliver, on or prior to the Closing, all documentation and agreements required to effectuate the foregoing; provided, however, that except with respect to paid time off, personal and sick time credited by Buyer pursuant to Section 9.05, Seller shall retain and be solely liable for all liabilities, obligations and expenses for compensation and benefits of Union Employees relating to periods prior to the Closing Date (the “Retained Union Employee Benefit Liabilities”).

     Section 9.02. Maintenance of Compensation and Benefits. Buyer agrees that for a period of 12 months after the Closing Date (the “Relevant Period”), it shall provide (or cause its Affiliates to provide) each Non-Union Transferred Employee with (i) an annual base salary and (ii) incentive compensation opportunities that are at least equal to his or her annual base salary and incentive compensation opportunities provided by Seller in effect immediately prior to the Closing. In addition, Buyer agrees that during the Relevant Period, it shall provide (or cause its Affiliates to provide) Non-Union Transferred Employees with benefits that are at least comparable in the aggregate to the benefits provided by Seller to Non-Union Transferred Employees immediately prior to the Closing (including, for such purpose, severance benefits and excluding, for such purpose, (A) retirement and other benefits under any defined benefit pension plan (including, without limitation, the Seller DB Plan (as defined below)), (B) any

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benefits under any retiree medical or welfare benefits plan, (C) any benefits under any equity based plan (including, without limitation, the Employee Stock Purchase Plan for Murphy Oil Corporation, the Murphy Oil Corporation Long-Term Incentive Plan and the Murphy Oil Corporation 1992 Stock Incentive Plan), and (D) any stay or similar bonuses). Buyer agrees that after the expiration of the Relevant Period, it shall provide (or cause its Affiliates to provide) Non-Union Transferred Employees with compensation and benefits that are at least comparable in the aggregate to the compensation and benefits (including, for such purpose, severance benefits) provided to similarly situated employees of Buyer or its Affiliates.

     Section 9.03. Defined Contribution Plans. (a)

     (i) Effective as of the Closing, Buyer shall cover (or cause to be covered) each Non-Union Transferred Employee under a defined contribution plan intended to qualify under Section 401(a) of the Code and its related trust (the “Buyer DC Plan”) on a basis at least comparable to the basis on which similarly situated employees of Buyer or its Affiliates participate in the Buyer DC Plan and on terms and conditions that reflect the service credit provisions of Section 9.05. Buyer agrees to cause the Buyer DC Plan to provide for a supplemental employer profit sharing contribution (the “Profit Sharing Contribution”) to be allocated to each Non-Union Transferred Employee who is a participant in the Buyer DC Plan (a “Non-Union Transferred Participant”). The Profit Sharing Contribution shall be made only for the plan year of the Buyer DC Plan in which the Closing Date occurs and the next following plan year of the Buyer DC Plan and shall be allocated as of the last day of the applicable plan year of the Buyer DC Plan. For the plan year of the Buyer DC Plan in which the Closing Date occurs, the Profit Sharing Contribution shall equal 2.7% of each eligible Non-Union Transferred Participant’s compensation (as defined under the Buyer DC Plan) for such plan year and, for the next following plan year of the Buyer DC Plan, the Profit Sharing Contribution shall equal the Adjusted Profit Sharing Contribution Percentage of each eligible Non-Union Transferred Participant’s compensation for such plan year. For each such plan year of the Buyer DC Plan: (A) all of the Non-Union Transferred Participants who are not highly compensated employees (as defined in Section 414(q) of the Code) for such plan year shall be eligible for the Profit Sharing Contribution for such plan year, and (B) one or more of the Non-Union Transferred Participants who are highly compensated employees for such plan year shall be eligible for the Profit Sharing Contribution for such plan year only to the extent the Profit Sharing Contribution, if made, shall satisfy the tax qualification requirements applicable to the Buyer DC Plan (including, without limitation, the requirements of Sections 401(a)(4) and 410(b) of the Code), as reasonably determined by Buyer. Nothing contained in this Agreement shall obligate Buyer to cause the Buyer DC Plan to provide for the Profit Sharing Contribution or any other supplemental employer

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contribution in respect of any Non-Union Transferred Participant’s compensation for any other plan year of the Buyer DC Plan.

     (ii) Effective as of the Closing, each Non-Union Transferred Employee shall cease to be an active participant in the Thrift Plan for Employees of Murphy Oil Corporation (As Restated Generally Effective January 1, 2002 Including Amendments Made Between 2002 and 2008), an Employee Plan that is a defined contribution plan intended to qualify under Section 401(a) of the Code and its related trust (the “Seller DC Plan”); provided that as of the Closing, Seller shall take all actions necessary to cause all Non-Union Transferred Employees to be fully vested in their accrued benefits under the Seller DC Plan. Seller and the Seller DC Plan shall retain all assets and liabilities under the Seller DC Plan, including responsibility for all benefits with respect to each such Non-Union Transferred Employee in respect of the period prior to the Closing under the Seller DC Plan (except to the extent of any “direct rollover” to the Buyer DC Plan, as provided below), and Seller shall retain all liability for any and all contributions required to be made to the Seller DC Plan under the terms of the Seller DC Plan or Applicable Law.

     (iii) Effective as of the Closing or at any time thereafter reasonably requested by Buyer (but not later than the 60th day following the Closing Date), a Non-Union Transferred Employee shall be eligible to effect a “direct rollover” (as described in Section 401(a)(31) of the Code) of an “eligible rollover distribution” (as described in Section 402(f)(2)(A) of the Code) of his or her account balances (including participant loans) under the Seller DC Plan to the Buyer DC Plan in the form of cash and participant loan notes.

     (iv) Buyer shall have no obligation or liability under the Seller DC Plan and Seller shall defend, indemnify and hold harmless Buyer and its Affiliates against any and all claims, loss, liability or expense under or relating to the Seller DC Plan or arising out of any Transferred Employee’s participation in the Seller DC Plan, including claims for benefits under the Seller DC Plan.

     (b) As of the Closing, Buyer shall assume the sponsorship of the Thrift Plan for Employees of Murphy Oil USA, Inc. Represented by International Union of Operating Engineers AFL-CIO, Local No. 305, Superior, Wisconsin (As Restated Generally Effective January 1, 2002 Including Amendments Made Between 2002 and 2008), a defined contribution plan intended to qualify under Section 401(a) of the Code and its related trust (the “Union DC Plan”); provided that Seller shall take such actions as are necessary to cause the Murphy Oil Common Stock fund to be frozen as to new investment contributions to or intra-fund transfers into such fund as of the Closing Date. Not later than the Closing, or as reasonably practicable thereafter (but in no event later than as required by Applicable Law), Seller shall make all contributions and participant loan

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repayments to the Union DC Plan required to be made in respect of the period prior to the Closing under the terms of the Union DC Plan (including, without limitation, all pre-tax and after-tax contributions and loan repayments of participants in the Union DC Plan deducted from the compensation of participants in respect of the period prior to the Closing). Subject to Buyer’s indemnification rights under Article 12, from and after the Closing, Buyer and the Union DC Plan shall assume all assets and liabilities under the Union DC Plan and Seller shall have no obligation or liability for benefits under the Union DC Plan, and Buyer shall defend, indemnify and hold harmless Seller against any and all claims, loss, liability or expense under or with respect to the Union DC Plan or arising out of any current or former Union Employee’s participation in the Union DC Plan, including claims for benefits under the Union DC Plan.

     Section 9.04. Defined Benefit Plans. (a) With respect to the Retirement Plan of Murphy Oil Corporation (as restated January 1, 2002), an Employee Plan that is a defined benefit plan intended to qualify under Section 401(a) of the Code, and its related trust (the “Seller DB Plan”):

     (i) Each Non-Union Transferred Employee who is a participant in the Seller DB Plan shall cease to be an active participant in the Seller DB Plan as of the Closing; provided that as of the Closing, Seller shall take all actions necessary to cause all Non-Union Transferred Employees to be fully vested in their accrued benefits under the Seller DB Plan. Seller and the Seller DB Plan shall retain all assets and liabilities thereunder, including responsibility for all benefits with respect to each such Non-Union Transferred Employee under the terms of the Seller DB Plan, and Seller shall retain any and all liability in respect of the Seller DB Plan, including, without limitation, all liability for any and all contributions required to be made to the Seller DB Plan under the terms of the Seller DB Plan or Applicable Law;

     (ii) Buyer shall have no obligation or liability under the Seller DB Plan and Seller shall defend, indemnify and hold harmless Buyer and its Affiliates against any and all claims, loss, liability or expense under or relating to the Seller DB Plan or arising out of any Transferred Employee’s participation in the Seller DB Plan, including claims for benefits under the Seller DB Plan.

     (b) Effective as of the Closing, Buyer shall assume the sponsorship of the Retirement Plan for Employees of Murphy Oil USA, Inc. Represented by International Union of Operating Engineers AFL-CIO Local No. 305, Superior, Wisconsin (As Restated Generally Effective January 1, 2002, Including Amendments Made Between 2002 and 2008), a defined benefit pension plan intended to qualify under Section 401(a) of the Code, and its related trust (the “Union DB Plan”). Not later than the Closing, Seller shall make all contributions to the Union DB Plan required to be made prior to the Closing under the Union DB Plan or Applicable Law. Subject to Buyer’s indemnification rights under

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Article 12, from and after the Closing, Buyer and the Union DB Plan shall assume all assets and liabilities under the Union DB Plan and Seller shall have no obligation or liability for benefits under the Union DB Plan, and Buyer shall defend, indemnify and hold harmless Seller against any and all claims, loss, liability or expense under or with respect to the Union DB Plan or arising out of any current or former Union Employee’s participation in the Union DB Plan, including claims for benefits under the Union DB Plan.

     Section 9.05. Credit for Past Service; Annual Bonus. (a) Buyer shall grant (or cause its Affiliates to grant) each Transferred Employee credit for years of prior service with Seller or any of its Subsidiaries or their respective predecessors for all purposes under each “employee benefit plan” (within the meaning of Section 3(3) of ERISA) sponsored or maintained by Buyer or any of its Affiliates, including benefit accrual; provided, however, that such credit shall not result in a duplication of benefits. Buyer and Seller agree to cooperate and exchange such information as is necessary to determine such service credit and avoid any such duplication of benefits. For the avoidance of doubt, Buyer shall credit each Transferred Employee with all paid time off and personal or sick leave credited and unused by such Transferred Employee through the Closing Date.

     (b) Seller shall pay to each Transferred Employee in the first quarter of the 2012 calendar year, a pro rata amount of the annual bonus, if any, that otherwise would be payable under the Murphy Oil Corporation 2007 Annual Incentive Plan to each Transferred Employee for the 2011 calendar year had such employee been employed by Seller or an Affiliate thereof on the last day of the calendar year. Such amount shall be equal to the amount otherwise payable to each such Transferred Employee (had such Transferred Employee continued in employment with Seller) multiplied by a fraction, the numerator of which is the number of days each such Transferred Employee was employed by Seller or an Affiliate thereof in the year in which the Closing occurs, and the denominator of which is 365.

     Section 9.06. Welfare Plans; ESPP. (a) As of the Closing, each Non-Union Transferred Employee shall cease participation in the health and welfare benefit plans of Seller and its Affiliates (each, a “Seller Welfare Plan”) and commence participation in the health and welfare benefit plans maintained, administered or contributed to by Buyer or its Affiliates, subject to the terms and conditions of such plans except to the extent provided herein. Seller and its Affiliates shall be responsible for claims incurred under a Seller Welfare Plan for Non-Union Transferred Employees and their beneficiaries and dependents prior to the Closing. All claims incurred under a Seller Welfare Plan for Non-Union Transferred Employees and their beneficiaries and dependents at or after the Closing shall be the responsibility of Buyer or its Affiliates. For purposes of this Section 9.06, the Seller Welfare Plans shall include life, accidental death and dismemberment, business travel accident, health or medical, dental, vision care and/or prescription drug and short-and long-term disability benefit plans and the following claims shall be deemed to be incurred as follows: (i) in the case of life,

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accidental death and dismemberment and business travel accident insurance benefits, upon the death or accident giving rise to such benefits; (ii) in the case of health or medical, dental, vision care and/or prescription drug benefits, upon provision of such services, materials or supplies; and (iii) in the case of short- and long-term disability benefits, upon the occurrence of the disability giving rise to such benefits.

     (b) Buyer shall (or shall cause its Subsidiaries to):

     (i) provide each Transferred Employee with credit towards the satisfaction of all limitations as to any applicable pre-existing conditions, exclusions, waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the Non-Union Transferred Employees under any health and welfare plans in which such Non-Union Transferred Employees are eligible to participate after the Closing to the extent that such credit was provided to such Non-Union Transferred Employee under the applicable Seller Welfare Plan; and

     (ii) for the plan year in which the Closing Date occurs, provide each Non-Union Transferred Employee with credit for any co-payments and deductibles paid prior to the Closing in satisfying any applicable deductible or out-of-pocket requirements under any health and welfare plans that such Non-Union Transferred Employees are eligible to participate in after the Closing.

     Buyer and Seller agree to cooperate and exchange such information as is necessary in order for Buyer to comply with this Section 9.06(b).

     (c) Effective as of the Closing, Buyer shall assume the sponsorship of each Union Welfare Plan (other than the Union Welfare Plans set forth on Section 3.15(h)(ii) of the Seller Disclosure Schedule), which sponsorship shall include, to the extent applicable, responsibility for “continuation coverage” required to be provided under each such Union Welfare Plan for “qualified beneficiaries” under Section 4980B of the Code and Sections 601-608 of ERISA; provided, that Buyer shall not assume the sponsorship of any such Union Welfare Plan that covers employees of Seller who are not Transferred Employees; provided, further, that to the extent any Union Welfare Plan covers employees who are not Union Employees, Buyer shall not assume the sponsorship of such Union Welfare Plan and Buyer shall provide coverage to Union Transferred Employees in accordance with the applicable provisions of the Collective Bargaining Agreement. Seller agrees to cooperate and provide such information as is necessary for Buyer to provide such coverage to the Union Transferred Employees. For the avoidance of doubt, the Union Welfare Plans assumed by Buyer shall not include the provision of retiree medical or other retiree benefits. In accordance with Section 9.01(b), as of the Closing, Buyer shall provide the medical benefits required by the terms of

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the Collective Bargaining Agreement to Union Transferred Employees and their beneficiaries.

     (d) Effective as of the Closing, Seller shall transfer from medical and dependent care flexible spending account plans of Seller and its Affiliates (each, a “Seller FSA Plan”) to one or more medical and dependent care flexible spending account plans established or designated by Buyer (collectively, the “Buyer FSA Plan”), and Buyer shall assume, the responsibility for account balances of Transferred Employees and for the obligations of the Seller FSA Plans to provide benefits to Transferred Employees with respect to such transferred account balances at or after the Closing. As soon as reasonably practicable after the Closing Date, Seller shall provide Buyer with the account balance information relating to such transferred account balances. Each Transferred Employee shall continue to have payroll deductions made under the Buyer FSA Plan as most recently elected by him or her under the applicable Seller FSA Plan. Promptly after the Closing Date, Buyer shall promptly reimburse Seller for benefits paid by the Seller FSA Plans with respect to the Seller FSA Plan year in which the Closing Date occurs to any Transferred Employee prior to the Closing to the extent in excess of the payroll deductions made in respect of such Transferred Employee prior to Closing with respect to the Seller FSA Plan year in which the Closing Date occurs. Promptly after the Closing, Seller shall transfer to Buyer in cash any excess amount credited to the Seller FSA Plan that results from the Transferred Employees’ payroll deductions credited to the Seller FSA Plan exceeding the total amount of benefits that have been paid under the Seller FSA Plan prior to the Closing with respect to the Seller FSA Plan’s plan year in which the Closing Date occurs.

     (e) Except as provided in Section 9.06(b), (i) Seller shall have sole responsibility for “continuation coverage” benefits for any Business Employee, any Transferred Employee and all “qualified beneficiaries” of any Business Employee for whom a “qualifying event” occurs prior to or at the Closing (including all qualifying events that occur in connection with the consummation of the transactions contemplated by this Agreement) and (ii) Buyer shall have sole responsibility for “continuation coverage” benefits for any Transferred Employee and all “qualified beneficiaries” of any Transferred Employee for whom a “qualifying event” occurs after Closing. The terms “continuation coverage,” “qualified beneficiaries” and “qualifying event” shall have the meanings ascribed to them under Section 4980B of the Code and Sections 601-608 of ERISA.

     (f) The treatment of the accounts of each Transferred Employee participating in the Employee Stock Purchase Plan for Murphy Oil Corporation immediately prior to the Closing shall be determined by the terms of such plan; provided, that Seller shall take such actions as are necessary to cause the Union Employees to cease to be participants in the Employee Stock Purchase Plan for Murphy Oil Corporation as of the Closing.

     Section 9.07. Retiree Welfare Benefits. (a) Except as set expressly forth

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in Section 9.07(b), Seller shall retain all liabilities and obligations under the Seller Group Insurance Plans and Seller and its Affiliates shall be responsible for all post-retirement medical, dental and life insurance (“Seller Retiree Welfare Benefit”) coverage for any Business Employees, retired employees or eligible former employees, and their eligible dependents and beneficiaries of Seller and its Affiliates. Seller and its Affiliates also shall make available or cause to be made available Seller Retiree Welfare Benefit coverage to any Business Employee who is not a Union Employee and who satisfies the eligibility requirements for a Seller Retiree Welfare Benefit under the Seller Group Insurance Plans or other applicable plan as of the Closing Date and elects to retire from active service with Seller on or prior to the Closing Date, and any such Business Employee who is not a Union Employee who retires on or immediately prior to the Closing Date shall otherwise be considered a Business Employee for purposes of Article 9. Buyer shall have no obligation or liability under the Seller Group Insurance Plans and Seller shall defend, indemnify and hold harmless Buyer and its Affiliates against any and all claims, loss, liability or expense under or relating to the Seller Group Insurance Plans and any participation in any Seller Group Insurance Plan by any Business Employee, retired employee or eligible former employee of Seller or its Affiliates or any such employee’s eligible dependents and beneficiaries.

     (b) Effective as of the Closing and subject to the terms and conditions of the Collective Bargaining Agreement as in effect from time to time (or any subsequent applicable collective bargaining agreement), Buyer shall assume the liabilities and provide for coverage for post-retirement medical and dental benefits for each Union Transferred Employee who elects to retire from active service with Buyer or its Affiliates following the Closing Date (the “Buyer Retiree Medical Benefits”), to the extent that such Union Transferred Employee satisfies the eligibility requirements for post-retirement medical and dental benefit coverage under or provided by the Collective Bargaining Agreement. Buyer shall defend, indemnify and hold harmless Seller and its Affiliates against any and all claims, loss, liability or expense relating to the Buyer Retiree Medical Benefits or arising out of any retired Union Transferred Employee’s claim for benefits with respect to any Buyer Retiree Medical Benefits.

     Section 9.08. Workers’ Compensation. Buyer’s workers’ compensation program shall be responsible for all claims for benefits that are based upon events occurring at or after Closing by participating Transferred Employees. Seller’s workers’ compensation program shall be responsible for all claims for benefits that are based upon events occurring prior to Closing by participating Business Employees.

     Section 9.09. Withholding. Buyer and Seller agree to comply with the Standard Procedure described in Section 4 of Revenue Procedure 2004-53, 2004-2 C.B. 320 (the “Standard Procedure”). Seller shall, in accordance with Revenue Procedure 2004-53, assume all responsibility for preparing and filing Form W-2, Wage and Tax Statements; Form W-3, Transmittal of Income and Tax

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Statements; Form 941, Employer’s Quarterly Federal Tax Returns; Form W-4, Employee’s Withholding Allowance Certificates; and Form W-5, Earned Income Credit Advance Payment Certificates (collectively, the “Employee Withholding Documents”) with regard to wages paid to Transferred Employees through the Closing Date. Buyer shall assume all responsibility for preparing and filing the Employee Withholding Documents with regard to wages paid to Transferred Employees after the Closing Date. Buyer and Seller shall cooperate in good faith to the extent necessary to permit each of them to comply with the Standard Procedure.

     Section 9.10. Allocation of Certain Liabilities. Other than as provided in Section 2.04(d), Buyer shall be solely responsible for all liabilities, obligations, costs and expenses (including reasonable attorneys’ fees) for all employment and other claims by any Transferred Employee arising from the employment of such Transferred Employee by Buyer or its Affiliates at or after the Closing relating to arbitrations, unfair labor practice charges, employment discrimination charges, wrongful termination claims, workers’ compensation claims, any employment-related tort claim or other similar claims or charges of or by any Transferred Employee. Other than as provided in Section 2.03(c), Seller shall be solely responsible for all liabilities, obligations, costs and expenses (including reasonable attorneys’ fees) for all employment or other claims relating to arbitrations, unfair labor practice charges, employment discrimination charges, wrongful termination claims, workers’ compensation claims, any employment-related tort claim or other similar claims or charges by any Business Employee arising from the employment of such Business Employee by Seller or its Affiliates prior to the Closing.

     Section 9.11. Employee Communications. Seller and Buyer shall cooperate in communications with Business Employees with respect to employee benefit plans maintained by Seller or Buyer and with respect to other matters arising in connection with the transactions contemplated by this Agreement.

     Section 9.12. Acknowledgement. Buyer and Seller acknowledge and agree that, except as provided in Section 9.02, nothing contained in this Agreement shall be construed to limit in any way the rights of Buyer or its Affiliates to terminate the employment, or modify the compensation, benefits or other terms and conditions of employment, of any Transferred Employee from and after the Closing; provided that such termination or modification is in accordance with Applicable Law and the provisions of this Article 9. Buyer and Seller further acknowledge and agree that nothing in this Agreement shall be construed to limit in any way the rights of Buyer or its Affiliates to amend, modify or terminate any employee benefit plan, program, arrangement, policy or agreement of Buyer or its Affiliates following the Closing.

     Section 9.13. No Third Party Beneficiaries. Without limiting the generality of Section 14.08, no provision of this Article 9 shall (a) create any third party beneficiary or other rights in any employee or former employee (including

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any beneficiary or dependent thereof) of Seller or its Affiliates, Buyer or any of its Affiliates or any other Person other than the parties hereto and their respective successors and permitted assigns, (b) constitute or create or be deemed to constitute or create an employment agreement or (c) constitute or be deemed to constitute an amendment to any employee benefit plan sponsored or maintained by Seller or its Affiliates or Buyer or its Affiliates.

     Section 9.14. Cooperation. Each of Buyer and Seller recognize it to be in the best interests of the parties hereto and their respective employees that the transactions in this Article 9 be effected in an orderly manner and agree to devote their respective best efforts and to cooperate fully in complying with the provisions of this Article 9. Without limiting the generality of the foregoing, each of the parties agrees to execute, deliver and file all documents and to take all such actions as are deemed necessary or desirable in order to carry out and perform the purposes of this Article 9 and to facilitate the transactions referred to in this Article 9.

ARTICLE 10
Intellectual Property Matters

     Section 10.01. License Grants. Subject to the terms and conditions set forth in this Article 10, effective as of Closing, Seller grants to Buyer:

     (a) a non-exclusive, perpetual, irrevocable, non-sublicensable, nontransferable (except as otherwise set forth in Section 10.02), royalty-free, fully paid up license to use the Owned Intellectual Property Rights but solely to the extent currently used in the conduct of the Business (the “OIPR License”); and

     (b) a non-exclusive, non-sublicensable, non-transferable (except as otherwise set forth in Section 10.02), royalty-free, fully paid up license to use the Franchise Licensed Marks during the FIPR Term in the conduct of the Continuing PMPA Franchise Business but solely to the extent currently used in the conduct of the Spur Franchise Business (the “FIPR License”, and together with the OIPR License, the “Licenses”) (it being understood that, for purposes of this clause (b), any and all use of the Franchise Licensed Marks by Buyer hereunder shall inure to the benefit of Seller, and Buyer shall use such Franchise Licensed Marks only in the form and manner currently used in the Spur Franchise Business)).

     Section 10.02. Transfer of Licenses. In the event that Buyer sells, assigns, transfers or otherwise disposes of the Business to another Person, or in the event of a merger of Buyer with, or acquisition of Buyer or all or substantially all of the assets of Buyer by, another Person, the Licenses may be transferred or assigned to such Person (a “Permitted Transferee”) subject to such Person’s assumption in writing of the obligations of Buyer set forth in this Agreement and such Licenses; provided that no such assumption shall relieve Buyer of any of its obligations hereunder or thereunder.

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     Section 10.03. Licensed IPR. (a) Subject to Section 10.03(c), at Closing, Seller shall transfer, or cause to be transferred, to Buyer all of Seller’s and its Subsidiaries’ right, title and interest in and to all Business Licensed IPR to the extent such Business Licensed IPR are Transferable by Seller or its Subsidiaries.

     (b) Subject to Section 10.03(c), at Closing, Seller shall grant, or cause to be granted, to Buyer a non-exclusive, perpetual, irrevocable, non-sublicensable, nontransferable sublicense to use (solely to the extent currently used in the conduct of the Business) any and all (i) Business Licensed IPR to the extent such Business Licensed IPR are Licensable but not Transferable by Seller or its Subsidiaries and (ii) Shared Licensed IPR to the extent such Shared Licensed IPR are Licensable by Seller or its Subsidiaries.

     (c) Buyer acknowledges and agrees that certain Business Licensed IPR may not be Transferable or Licensable and that certain Shared Licensed IPR may not be Licensable. In the event that Buyer’s inability to use or exploit any such Licensed IPR would reasonably be expected to have a materially adverse affect on the Business, Seller shall use commercially reasonable efforts to effect a transfer (solely in the case of Business Licensed IPR) or sublicense (subject to the terms and conditions set forth in Section 10.03(b)) to Buyer of such Licensed IPR; provided that (i) any cost or expense incurred in connection with such transfer or sublicense shall be borne solely and exclusively by Buyer and (ii) in no event shall any such transfer or sublicense impose upon Seller any incremental obligation (other than any costs or expenses in respect of which Seller will be reimbursed in full by Buyer), impair Seller’s Intellectual Property Rights or other rights (it being understood that such transfer or sublicense, in and of itself, shall not constitute an impairment of Seller’s rights) or otherwise result in any detriment to the business of Seller.

     (d) In the event that Buyer materially breaches any of the terms and conditions set forth in Section 10.03(b) or Section 10.03(c) with respect to a sublicense of Licensed IPR (an “LIPR Sublicense”) or any of the terms and conditions set forth in a third party agreement granting Seller or an Affiliate thereof, as the case may be, a license to such Licensed IPR (a “Third Party License Agreement”), and such breach is not completely and fully cured within the lesser of (i) the cure period, if any, applicable to such breach set forth in the Third Party License Agreement and (ii) 30 days after notice to Buyer identifying such breach, Seller shall have the right to terminate such LIPR Sublicense immediately upon notice to Buyer. For the avoidance of doubt, in the event that Buyer materially breaches any term or condition of a Third Party License Agreement and such agreement does not provide for a cure period for such breach prior to termination of any license to Licensed IPR, Buyer shall not be entitled to any cure period in respect of such breach prior to termination of the LIPR Sublicense for such Licensed IPR.

     Section 10.04. Restrictions on Use and Disclosure of Intellectual Property Rights. Buyer shall not:

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     (a) disclose any Owned Intellectual Property Right, Franchise Licensed Mark or Licensed IPR to any Person except to the extent (i) necessary to exercise the Licenses or any LIPR Sublicense, (ii) not prohibited by any Third Party License Agreement or (iii) required under any Applicable Law;

     (b) challenge the validity or ownership of any Owned Intellectual Property Right or Franchise Licensed Mark or claim adversely or assist in any claim adverse to Seller concerning any right, title or interest in any such Intellectual Property Rights; or

     (c) do or permit any act that may directly or indirectly impair or prejudice any Owned Intellectual Property Right or Franchise Licensed Mark or be detrimental to the reputation and goodwill of Seller and its Affiliates.

     Section 10.05. Improvements. For the avoidance of doubt, Buyer shall not be entitled to receive, and Seller and its Subsidiaries shall have no obligation to provide, any improvements, modifications, enhancements or upgrades (“Improvements”) made following the Closing Date by Seller or its Subsidiaries to any Intellectual Property Rights.

     Section 10.06. Reservation of Rights. Buyer acknowledges and agrees that (i) the Licenses and any LIPR Sublicense are the only licenses and sublicenses granted herein to Buyer with respect to any Intellectual Property Rights and (ii) no other licenses or sublicenses whatsoever have been granted to Buyer, expressly or by implication or estoppel, by the provisions of this Agreement with respect to any Intellectual Property Rights. Any and all rights in and to any Intellectual Property Rights not expressly granted to Buyer herein are reserved and retained by Seller.

     Section 10.07. NO ADDITIONAL REPRESENTATIONS OR WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 3.11, THE LICENSES, ANY LIPR SUBLICENSE AND ANY INTELLECTUAL PROPERTY RIGHTS PROVIDED PURSUANT TO THIS ARTICLE 10 ARE PROVIDED “AS-IS” WITH NO REPRESENTATIONS OR WARRANTIES, AND SELLER AND ITS AFFILIATES HEREBY EXCLUDE AND DISCLAIM ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE LICENSES, ANY LIPR SUBLICENSE AND ANY INTELLECTUAL PROPERTY RIGHTS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.

     Section 10.08. LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY DAMAGES RELATED TO OR ARISING FROM THE EXERCISE OF THE LICENSES, ANY LIPR SUBLICENSE, ANY OTHER TRANSACTION CONTEMPLATED BY THIS ARTICLE 10 OR BUYER’S, ANY OF ITS AFFILIATES’ OR ANY

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PERMITTED TRANSFEREE’S USE OF ANY INTELLECTUAL PROPERTY RIGHTS.

ARTICLE 11
Conditions to Closing

     Section 11.01. Conditions to Obligations of Buyer and Seller. The obligations of Buyer and Seller to consummate the Closing are subject to the satisfaction, or waiver by each of Buyer and Seller, of the following conditions:

     (a) All necessary filings and notifications under the HSR Act relating to the transactions contemplated hereby shall have been made and any applicable waiting period under the HSR Act shall have expired or been terminated.

     (b) No order, ruling, judgment, injunction or decree, preliminary or otherwise, issued by any Governmental Authority of competent jurisdiction shall (i) prohibit the consummation of the Closing or (ii) reasonably be expected to have a Material Adverse Effect on the effective operation of the Business (as it is currently operated by Seller and its Subsidiaries) by Buyer after the Closing.

     Section 11.02. Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Closing is subject to the satisfaction, or waiver by Buyer, of the following further conditions:

     (a) (i) Seller shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date; (ii) the representations and warranties of Seller contained in this Agreement and in any certificate or other writing delivered by Seller pursuant hereto (disregarding any materiality or Material Adverse Effect or similar qualifications contained therein) shall be true (prior to any amendment or supplements of the Seller Disclosure Schedule pursuant to Section 14.12) at and as of the Closing Date, as if made at and as of such date (except for representations and warranties that are made as of a specific date, which representations and warranties shall be true as of such specific date, disregarding, for purposes of this parenthetical, the reference to “as of the date hereof” in the lead in clause to Article 3), with only such exceptions as would not in the aggregate reasonably be expected to have a Material Adverse Effect; and (iii) Buyer shall have received a certificate signed by an executive officer of Seller on behalf of Seller to the foregoing effect.

     (b) Seller shall have delivered to Buyer a certificate, in accordance with Treasury Regulations section 1.1445-2(b), duly executed and acknowledged, certifying that Seller is not a foreign person and, thus, is exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act.

     (c) All consents and authorizations specified in Section 11.02(c) of the Seller Disclosure Schedule required for the consummation of the transactions

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contemplated by this Agreement shall have been obtained and remain in effect.

     (d) The agreements specified in Section 11.02(d) of the Seller Disclosure Schedule shall have been executed and delivered by the parties thereto (other than Seller or its Affiliates).

     (e) From the date of this Agreement to the Closing, there shall not have been any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     Section 11.03. Conditions to Obligation of Seller. The obligation of Seller to consummate the Closing is subject to the satisfaction, or waiver by Seller, of the following further conditions:

     (a) (i) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of Buyer contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto shall be true in all material respects (prior to any amendment or supplement of the Buyer Disclosure Schedule pursuant to Section 14.12) at and as of the Closing Date, as if made at and as of such date (except for representations and warranties that are made as of a specific date, which representations and warranties shall be true as of such specific date, disregarding, for purposes of this parenthetical, the reference to “as of the date hereof” in the lead in clause to Article 4) and (iii) Seller shall have received a certificate signed by an executive officer of Buyer on behalf of Buyer to the foregoing effect.

     (b) Notice of this Agreement shall have been provided to the parties to the Consent Decree in accordance with Paragraph 6 of the Consent Decree at least 30 days prior to Closing, and a motion with the Consent Decree Court shall have been filed to enter the Consent Decree Modification.

ARTICLE 12
Survival; Indemnification

     Section 12.01. Survival. (a) The representations and warranties of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing until the 18 month anniversary of the Closing Date; except that

     (i) the representations and warranties contained in Sections 3.14 (Employee; Labor Issues), 3.15 (Employee Benefit Plans) and 3.18 (Tax Matters) shall survive until 30 days following the expiration of the applicable statute of limitations,

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     (ii) the representations, and warranties contained in Sections 3.01 (Corporate Existence and Power), 3.02 (Corporate Authorization), 3.13 (Finders’ Fees), 4.01 (Corporate Existence and Power), 4.02 (Corporate Authorization), 4.07 (Finders’ Fees) and 4.08 (Inspections; No Other Representations), (collectively, the “Fundamental Representations”) shall survive indefinitely or until the latest date permitted by law, and

     (iii) the representations and warranties contained in Section 3.16 (Environmental Compliance) shall survive for a period of 2 years after the Closing Date.

     (b) The covenants and agreements of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing indefinitely or for the shorter period explicitly specified therein, except that for such covenants and agreements that survive for such shorter period, breaches thereof shall survive indefinitely or until the latest date permitted by law; provided that breaches of the covenants contained in Section 5.01 shall survive only until the 18 month anniversary of the Closing Date. Notwithstanding the preceding sentence, any breach of covenant, agreement, representation or warranty in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentence, if notice (which notice must include reasonable detail regarding the specifics of the breach or inaccuracy) of the breach or inaccuracy thereof giving rise to such right of indemnity shall have been given to the party against whom such indemnity may be sought prior to such time.

     Section 12.02. Indemnification. (a) Effective at and after the Closing and subject to the other provisions of this Article 12, Seller hereby indemnifies Buyer and its Affiliates, and its and their respective successors and assigns, and each of their respective directors and officers (or Persons in a similar capacity) and employees (each, a “Buyer Indemnified Party”) against, and agrees to defend and hold each of them harmless from, any and all damages, penalties, fines, costs, losses and expenses (including reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding, including amounts paid in settlement) (“Damages”) imposed upon or actually incurred or suffered by any Buyer Indemnified Party to the extent such Damages are in connection with, resulting from or arising out of:

     (i) any misrepresentation or breach of warranty (each such misrepresentation and breach of warranty a “Warranty Breach”) or breach of covenant or agreement made or to be performed by Seller pursuant to this Agreement or the certificate delivered pursuant to Section 11.02(a)(iii);

     (ii) any Excluded Liability; or

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(iii) the matter set forth on Section 12.02(a)(iii) of the Seller Disclosure Schedule;

provided that with respect to indemnification by Seller for Warranty Breaches pursuant to Section 12.02(a)(i), (A) Seller shall not be liable for any Warranty Breach where the amount of Damages with respect to such Warranty Breach does not exceed $100,000 (the “De Minimis Amount”) (and the amount of such Damages shall not be aggregated for purposes of clause (B)), (B) Seller shall not be liable unless the aggregate amount of Damages with respect to such Warranty Breaches exceeds $6,600,000 (the “Deductible”) and then only to the extent of such excess and (C) Seller’s maximum liability for all such Warranty Breaches shall not exceed $22,000,000 (the “Cap”); provided, further, that (1) the foregoing limitations shall not apply to any claim for indemnification for a Warranty Breach with respect to a Fundamental Representation or Section 3.18 and (2) when calculating the amount Damages for purposes of this Section 12.02(a), representations and warranties shall be interpreted without giving effect to any materiality qualifier (e.g., “material”, “materiality”, or “Material Adverse Effect”) contained therein.

     (b) Effective at and after the Closing and subject to the other provisions of this Article 12, Buyer hereby indemnifies Seller and its Subsidiaries, and its and their respective successors and assigns, and each of their respective directors and officers (or Persons in a similar capacity) and employees (each, a “Seller Indemnified Party”) against, and agrees to defend and hold each of them harmless from, any and all Damages imposed upon or actually incurred or suffered by any Seller Indemnified Party to the extent such Damages are in connection with, resulting from or arising out of:

     (i) any Warranty Breach or breach of covenant or agreement made or to be performed by Buyer pursuant to this Agreement or the certificate delivered pursuant to Section 11.03(a)(iii);

     (ii) any Assumed Liability; or

     (iii) any liability which arises or could arise under the Spur Franchise Business as a result of the consummation of the transactions contemplated by this Agreement;

provided that with respect to indemnification by Buyer for Warranty Breaches pursuant to Section 12.02(b)(i), (A) Buyer shall not be liable for any Warranty Breach where the amount of Damages with respect to such Warranty Breach does not exceed the De Minimis Amount (and the amount of such Damages shall not be aggregated for purposes of clause (B)), (B) Buyer shall not be liable unless the aggregate amount of Damages with respect to such Warranty Breaches exceeds the Deductible and then only to the extent of such excess and (C) Buyer’s maximum liability for all such Warranty Breaches shall not exceed the Cap; provided, further, that (1) the foregoing limitations shall not apply to any claim

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for indemnification for any breach of a Fundamental Representation and (2) when calculating the amount Damages for purposes of this Section 12.02(b), representations and warranties shall be interpreted without giving effect to any materiality qualifier (e.g., “material”, “materiality”, or “Material Adverse Effect”) contained therein.

     (c) Buyer and Seller agree that any payments made pursuant to this Section 12.02 shall be treated for all Tax purposes as an adjustment to the Purchase Price unless otherwise required by Applicable Law.

     Section 12.03. Third Party Claim Procedures. (a) The party seeking indemnification under this Article 12 (or any other provision of this Agreement that expressly provides for indemnification) (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under this Article or such other provision of this Agreement. Such notice shall set forth in reasonable detail such Third Party Claim, including the amount thereof (estimated, if necessary, and if then estimable), and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party.

     (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section 12.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense.

     (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its affiliates, (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose and (iii) the Indemnified Party shall not enter into any settlement of such Third Party Claim without the prior written consent of the Indemnifying Party. The fees and expenses of such separate counsel shall be paid by the Indemnified Party.

     (d) In connection with the defense or prosecution of any Third Party Claim, each party shall (i) cooperate, and cause its respective Affiliates to

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cooperate, in the defense or prosecution of such claim, (ii) furnish or cause to be furnished such documents, records, information and testimony, grant or cause to be granted access to all reasonably requested witnesses, and attend such conferences, discovery proceedings, hearings, trials or appeals, in each case as may be reasonably requested in connection therewith, and (iii) take all reasonable steps to make available to the other party, upon written request, its former and current employees, other personnel and agents (whether as witnesses or otherwise) to the extent that such persons may reasonably be required in connection therewith. Neither Seller nor Buyer will (and each of Seller and Buyer shall cause its respective Affiliates not to) destroy or dispose of any documents, records or information related to the defense or prosecution of any Third Party Claim without first using its reasonable best efforts to notify the other party of the proposed destruction or disposition and giving the other party the opportunity to take possession of or copy such documents, records or information prior to such destruction or disposition.

     Section 12.04. Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under this Article 12 (or any other provision of this Agreement that expressly provides for indemnification) against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim, including the amount thereof (estimated, if necessary, and if then estimable), and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party.

     Section 12.05. Calculation of Damages. (a) The amount of any Damages payable under this Article 12 (or any other provision of this Agreement that expressly provides for indemnification) by the Indemnifying Party shall be net of any amounts recovered or recoverable by the Indemnified Party under applicable insurance policies (including the Environmental Insurance Policy), or from any other Person alleged to be responsible therefor and the present value of any Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Damages. The present value of any such Tax benefit shall be computed (x) using a discount rate equal to the mid-term applicable federal rate in effect at the time the relevant payment is made, (y) assuming that the Tax benefit will be used at the earliest date or dates allowable by Applicable Law and (z) using the maximum federal or state, as the case may be, corporate Tax rate in effect at the time the relevant payment is made. If the Indemnified Party receives any amounts under applicable insurance policies (including the Environmental Insurance Policy), or from any other Person alleged to be responsible for any Damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party.

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     (b) Notwithstanding anything to the contrary herein, the Indemnifying Party shall not be liable under this Agreement for any (i) Damages relating to any matter to the extent that the Indemnified Party had been compensated for such matter pursuant to the adjustments under Sections 2.08 or 2.09, (ii) consequential, indirect, incidental, special, exemplary or punitive Damages or (iii) Damages for lost profits or opportunities.

     (c) Each Indemnified Party must use its respective commercially reasonable efforts to mitigate any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit to the Indemnified Party of that mitigation within 5 Business Days after the benefit is received.

     (d) Each Indemnified Party shall use its respective commercially reasonable efforts to collect any amounts available under insurance coverage (including under the Environmental Insurance Policy), or from any other Person potentially responsible, for any Damages payable under this Article 12 (or any other provision of this Agreement that expressly provides for indemnification).

     Section 12.06. Environmental Procedures. Notwithstanding anything to the contrary in this Article 12, with respect to any claim for indemnification hereunder for any Assumed Environmental Liability, Excluded Environmental Liability or Warranty Breach of Section 3.16 (Environmental Compliance) or, to the extent relating to Permits required by Environmental Law, Section 3.17 (Permits), or any other claim for indemnification hereunder relating in any way to any Environmental Law or any spill, release, emission, discharge, disposal or recycling of, or exposure to, any Hazardous Material (collectively, “Environmental Matters”), Buyer and Seller agree, in addition to any other relevant provisions set forth in this Article 12 (and in the case of any conflict between the provisions of this Section 12.06 and any other provision in Article 12, the provisions of this Section 12.06 shall apply), as follows:

     (a) The costs of any Remedial Action, which costs are otherwise subject to indemnification hereunder, shall be indemnified only to the extent such costs must be incurred to, in a reasonably cost-effective manner, meet the requirements of any applicable Environmental Law or meet the legally enforceable demands of any applicable Governmental Authority, using, where possible, risk based standards, engineering or institutional controls or deed or other restrictions so long as such standards, controls or restrictions do not materially limit those industrial activities being performed on the applicable property as of Closing.

     (b) The Indemnifying Party shall have no liability under this Agreement

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for any Damages to the extent (i) arising out of any sampling or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media or any disclosure, report or communication to, or initiation or encouragement of any action by, any Governmental Authority or other third party relating to any Environmental Matters except to the extent such investigation, sampling, disclosure, report, communication, initiation or encouragement is required to be undertaken by an Environmental Law or pursuant to the order or directive of any Governmental Authority; or (ii) arising in connection with any construction, renovation, modification, expansion, reconstruction, shutdown, demolition, financing or closure of any asset, facility or real property at or after Closing.

     (c) As between Buyer and Seller, the Indemnifying Party shall have the right at its option to control such Environmental Matter, including the disclosure, investigation, negotiation, performance, remediation, monitoring, settlement and resolution of such matter. With respect to any Environmental Matter, (i) the controlling party shall keep the other party reasonably informed; and (ii) both parties agree to, and shall cause their Affiliates to, cooperate with the other party in providing reasonable access to properties and facilities and reasonably promptly provide each other with copies of all communications relating to such matter received from or delivered to any Person.

     (d) Buyer and Seller acknowledge that the Environmental Insurance Policy will contain its own procedures, including with respect to notice, cooperation and defense of claims, and that to the extent any of the provisions of this Article 12 conflict with the provisions of such Environmental Insurance Policy with respect to any claim that is submitted pursuant to such policy, the terms and conditions of such Environmental Insurance Policy shall prevail, provided, however, the terms of such Environmental Insurance Policy shall in no way limit any right to indemnification provided under this Agreement.

     (e) No Indemnifying Party shall have liability under this Agreement for any Damages to the extent such Damages are exacerbated by acts or omissions of or on behalf of the Indemnified Party or its Affiliates.

     (f) Notwithstanding anything else herein to the contrary, Seller shall have no liability under this Agreement for any Damages relating to any Environmental Matters to the extent arising from or relating to the coming into force of, or the change in, any requirement or obligation set forth in any Environmental Law or Permit required by Environmental Law (or the interpretation or enforcement of such Environmental Law or Permit), including any new or modified standard or requirement for Remedial Action, on or after Closing.

     Section 12.07. Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 12.02 and the Indemnified Party potentially could have recovered all or a

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part of such Damages from a third party (a “Potential Contributor”), the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.

     Section 12.08. Exclusivity. Except as specifically set forth in this Agreement, effective as of the Closing, Buyer (on behalf of itself and its Affiliates) waives any rights and claims Buyer and its Affiliates may have against Seller or any of its Affiliates or its or their respective officers, directors or employees, whether in law or in equity, relating to the Business, the Purchased Assets or the transactions contemplated hereby. The rights and claims waived by Buyer include claims for contribution or other rights of recovery arising out of or relating to any Environmental Law (whether now or hereinafter in effect), claims for breach of contract, breach of representation or warranty, negligent misrepresentation and all other claims for breach of duty. After the Closing, this Article 12 will provide the exclusive remedy for any misrepresentation or breach of warranty or any breach of any covenant contained in Section 5.01. Notwithstanding anything in the foregoing to the contrary, nothing in this Agreement or any documents or certificates delivered in connection with this Agreement shall limit any liability for Fraud and the limitations on liability set forth in Section 12.02(a) and Section 12.02(b) shall not apply to liabilities for Fraud.

ARTICLE 13
Termination

     Section 13.01. Grounds for Termination. This Agreement may be terminated at any time prior to the Closing:

     (a) by mutual written agreement of Seller and Buyer;

     (b) by either Seller or Buyer if the Closing shall not have been consummated on or before the six month anniversary of the date of this Agreement; provided that the right to terminate this Agreement pursuant to this Section 13.01(b) shall not be available to any party whose breach of any provision of this Agreement results in the failure of the Closing to be consummated by such date;

     (c) by either Seller or Buyer if consummation of the transactions contemplated hereby would violate any nonappealable final order, decree or judgment of any Governmental Authority having competent jurisdiction; or

     (d) by either party if (i) there has been a violation or breach by the other party of any covenant, representation or warranty contained in this Agreement (which has not been waived in writing by the non-breaching party), (ii) such violation or breach is not capable of being cured by the date set forth in Section

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13.01(b) or, after receipt by the breaching party of a written notice of such violation or breach by the non-breaching party, the breaching party does not use commercially reasonable efforts to cure such violation or breach as promptly as reasonably practicable and (iii) such violation or breach would result in a failure of the conditions set forth in Article 11 being satisfied (other than conditions that by their nature are to be (and will be) satisfied or waived at Closing).

     The party desiring to terminate this Agreement pursuant to Section 13.01(b) or Section 13.01(c) shall give notice of such termination to the other party.

     Section 13.02. Effect of Termination. If this Agreement is terminated as permitted by Section 13.01, such termination shall be without liability of either party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party to this Agreement; provided that if such termination shall result from the willful and knowing (i) failure of either party to fulfill a condition to the performance of the obligations of the other party, (ii) failure to perform a covenant of this Agreement or (iii) breach by either party hereto of any representation or warranty or agreement contained herein, such party shall be fully liable for any and all Damages incurred or suffered by the other party as a result of such failure or breach. The provisions of Sections 14.02, 14.03, 14.04, 14.05, 14.06, 14.07 and 14.09 shall survive any termination hereof pursuant to Section 13.01.

ARTICLE 14
Miscellaneous

     Section 14.01. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and received) and shall be given,

if to Buyer, to:

Calumet Specialty Products Partners, L.P.
2780 Waterfront Pkwy E. Drive
Suite 200
Indianapolis, IN 46214
Attention: Jennifer Straumins
Facsimile No.: 317-328-5668
E-mail: Jennifer.straumins@calumetspecialty.com

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with a copy (which shall not constitute notice) to:

Latham & Watkins LLP
717 Texas Avenue
Suite 1600
Houston, TX 77002
Attention: J. Michael Chambers
                 David Kurzweil
Facsimile No.: 713-546-5401
E-mail: michael.chambers@lw.com
             david.kurzweil@lw.com

if to Seller, to:

Murphy Oil Corporation
200 Peach Street, P.O. Box 7000
El Dorado, AR 71731
Attention: Walter Compton
Facsimile No.: (870) 864-6489
E-mail: Walter_Compton@murphyoilcorp.com

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Attention: William L. Taylor
Facsimile No.: (212) 701-5800
E-mail: william.taylor@davispolk.com

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

     Section 14.02. Amendments and Waivers. (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.

     (b) Except as expressly set forth herein, no failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

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Except as set forth in Section 12.08, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

     Section 14.03. Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

     Section 14.04. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. No party may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the consent of each other party hereto; provided, however, that each party may assign either this Agreement or any of its rights, interests or obligations hereunder, without the prior written approval of the other party, (i) to its (direct or indirect) wholly owned Subsidiary or (ii) collaterally to a lender of such party as security for borrowed funds; provided further, that no such assignment shall (A) relieve any party from any of its obligations or liabilities under this Agreement or (B) delay, impair or impede the consummation of the transactions contemplated by this Agreement or the performance of such party’s obligations hereunder.

     Section 14.05. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York, without regard to the conflicts of law rules of such state.

     Section 14.06. Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 14.01 shall be deemed effective service of process on such party.

     Section 14.07. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR

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RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     Section 14.08. Counterparts; Effectiveness; Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Except as provided with respect to indemnification of Indemnified Parties as set forth in Article 12, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective successors and permitted assigns; provided that any claim for indemnification by an Indemnified Party may only be asserted against an Indemnifying Party if such Indemnified Party has received the express written consent of Buyer or Seller, as applicable, and a copy of such consent is delivered to the Indemnifying Party prior to the assertion of any such claims.

     Section 14.09. Entire Agreement. This Agreement (including the schedules and exhibits referred to in this Agreement) and the Confidentiality Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.

     Section 14.10. Bulk Sales Laws. Buyer and Seller each hereby waive compliance by Seller with the provisions of the “bulk sales,” “bulk transfer” or similar laws of any state.

     Section 14.11. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

     Section 14.12. Disclosure Schedules. (a) Seller and Buyer have set forth information on the Seller Disclosure Schedule and Buyer Disclosure Schedule, as applicable, in a section thereof that corresponds to the section of this Agreement

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to which it relates. A matter set forth in one section of the applicable Disclosure Schedule need not be set forth in any other section of the applicable Disclosure Schedule so long as its relevance to such other section of the applicable Disclosure Schedule or to a section of this Agreement is reasonably apparent on the face of the information disclosed therein. The parties acknowledge and agree that (i) the Seller Disclosure Schedule or Buyer Disclosure Schedule may include certain items and information solely for informational purposes for the convenience of Buyer or Seller, as applicable, and (ii) the disclosure by a party of any matter in the applicable Disclosure Schedule shall not be deemed to constitute an acknowledgment by such party that the matter is required to be disclosed by the terms of this Agreement or that the matter is material.

     (b) From time to time prior to the Closing, each party may revise the Disclosure Schedule applicable to such party to reflect matters arising after the date hereof or with respect to which such party did not have knowledge as of the date hereof by delivering a supplement or update to the applicable Disclosure Schedule (along with a marked copy of such applicable Disclosure Schedule reflecting such supplement or update, if practicable) to the other party no later than the third Business Day prior to the Closing Date; provided that no such supplement or update, (i) to the extent relating to any matter existing or occurring on or prior to the date hereof that should have been set forth or described on such Disclosure Schedule so as to render such Disclosure Schedule true and correct in all respects, shall cure any misrepresentation or breach of warranty for purposes of this Agreement, including for purposes of determining whether the conditions set forth in Article 11 have been satisfied at Closing or for purposes of the other party’s right to indemnification as provided in Article 12 and (ii) to the extent relating to any matter of which such party has become aware after the date hereof, shall cure any misrepresentation or breach of warranty for purposes of this Agreement, including for purposes of determining whether the conditions set forth in Article 11 have been satisfied at Closing; provided further, that, if the Closing occurs, each party shall be deemed to have waived any right to indemnification pursuant to Article 12 with respect to any matter disclosed pursuant to clause (ii) above.

     Section 14.13. Construction and Interpretation. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

     Section 14.14. Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any court set forth in Section 14.06, in addition to any other remedy to which they are entitled at law or in equity.

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
By:	Calumet GP, LLC, its general partner
By:	/s/ Authorized Signatory
	Name:
	Title:
MURPHY OIL CORPORATION
By:	/s/ Authorized Signatory
	Name:
	Title:

[Signature Page to Asset Purchase Agreement]

EXHIBIT D

Fuel Regulations

• 40 C.F.R. Title 40, Part 79, Registration of Fuels and Fuel Additives

• 40 C.F.R. Title 40, Part 80, Subpart B (Controls and Prohibitions (RVP Regs))

• 40 C.F.R. Title 40, Part 80, Subpart E (Anti-dumping)

• 40 C.F.R. Title 40, Part 80, Subpart G (Detergent Additives)

• 40 C.F.R. Title 40, Part 80, Subpart H (Gasoline Sulfur)

• 40 C.F.R. Title 40, Part 80, Subpart I (Motor Vehicle Diesel Fuel: Nonroad, Locomotive, and Marine Diesel Fuel; and ECA Marine Diesel Fuel)

• 40 C.F.R. Title 40, Part 80, Subpart K (Renewable Fuel Standard)

• 40 C.F.R. Title 40, Part 80, Subpart L (Gasoline Benzene)

• 40 C.F.R. Title 40, Part 80, Subpart M (Renewable Fuel Standard)

EX-10.2

Exhibit 10.2

Execution Version

FORM OF
AMENDMENT

dated as of September 30, 2011

TO THE ISDA MASTER AGREEMENT

between

J. ARON & COMPANY,
a general partnership organized under the laws of the State of New York
(“Aron”),

and

CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP
A limited partnership organized under the laws of the State of Indiana
(“Counterparty”).

The parties previously entered into that certain ISDA Master Agreement, dated as of March 17, 2006, and Amended and Restated as of April 21, 2011, which Agreement includes the Schedule, Exhibits, Lien Annex and Credit Support Annex thereto and the Confirmation exchanged between the parties confirming the Transactions thereunder (each as may be amended from time to time) (the “Agreement”). The parties have agreed to amend the Schedule, Lien Annex and Credit Support Annex to the Agreement in accordance with the terms of this Amendment (the “Amendment”).

NOW THEREFORE, in consideration of the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Amendment of the Schedule. The parties agree to amend the Schedule pursuant to this Amendment as follows:

a.	The definition of “Letter of Credit” in Part 7(i) as amended by this Amendment, is hereby deleted in its entirety and replaced with the following:
	“Letter of Credit” means one or more irrevocable, transferable standby letters of credit which are in form and substance acceptable to Aron in its sole discretion and are issued by an Eligible Financial Institution for the account of Counterparty or one of its Affiliates and for the benefit of Aron.
b.	The definition of “Letter of Credit Default” in Part 7(i) as amended by this Amendment, is hereby deleted in its entirety and replaced with the following:
	“Letter of Credit Default” means, with respect to any Letter of Credit, the related issuing bank (a) becomes subject to any event analogous to an event specified in Section 5(a)(vii) of this Agreement, (b) fails to comply with or perform its obligations under such Letter of Credit if such failure shall continue after the

lapse of any applicable grace period, (c) shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of such Letter of Credit or (d) ceases to be an Eligible Financial Institution.

c.	The definition of “Value” in Part 7(i) as amended by this Amendment, is hereby deleted in its entirety and replaced with the following:
	“Value” means, for purposes of determining the amount of the Aron Letter of Credit, the amount of such Aron Letter of Credit shall equal its face value at the time of valuation unless it expires within twenty (20) days of such time, in which case its value shall be zero and Aron shall be entitled to draw down the Letter of Credit up to its full face amount to hold as credit support.

2. Amendment of the Lien Annex. The parties agree to amend the Lien Annex pursuant to this Amendment as follows:

a. Section 3.11(a) of the Lien Annex is hereby deleted in its entirety and replaced with the following:

     “(a) Counterparty shall not, and shall not permit any Consolidated Party to create, incur, assume or permit to exist any obligation under any Swap Contract other than Hedge Transactions. A “Hedge Transaction” is a Swap Contract that meets all of the following requirements: (i) the purpose of such Swap Contract is to protect one or more Consolidated Parties against currency, interest rate, commodity price, commodity availability or similar risks, in each case, reasonably expected to arise in the Ordinary Course of Business of the Consolidated Parties, (ii) such Swap Contract (when aggregated with all other Swap Contracts under which any Consolidated Party is obligated) does not result in the Consolidated Parties being exposed to commodity prices or commodity volumes other than with respect to commodities and volumes of such commodities reasonably expected to be utilized or produced (as applicable) in the Ordinary Course of Business of the Consolidated Parties over the term of such Swap Contract, and (iii) such transaction entered into in the Ordinary Course of Business of the Consolidated Parties.

3. Amendment of the Credit Support Annex. The parties agree to amend the Credit Support Annex pursuant to this Amendment as follows:

a. The following definition of “Eligible Financial Institution” shall be added to the Credit Support Annex as a new Paragraph 13(b)(ii)(C):

“(C) “Eligible Financial Institution” means a U.S. commercial bank or a foreign bank with a U.S. branch with such bank having a credit rating of at least A- from S&P or A3 from Moody’s.”

b. Paragraph 13(b)(iv)(B) is hereby deleted in its entirety and replaced with the following

“(B) “Threshold” means with respect to Counterparty: Prior to the date that the Lien Annex to the Schedule to the Agreement is terminated in

accordance with the provisions of Paragraph 5.1 thereof, U.S. $200,000,000.00 and from and after such date, U.S.$25,000,000.00

“Threshold” means with respect to Aron: not applicable; it being understood that Aron shall only be a Secured Party hereunder and not a Pledgor and shall be under no obligation to Transfer collateral hereunder.”

4. Representations

Each party represents to the other party that all representations contained in the Agreement, as amended, are true and accurate as of the date of this Amendment and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment.

5. Miscellaneous

a.	Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings specified for such terms in the Agreement.
b.	Entire Agreement. This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto.
c.	Counterparts. This Amendment may be executed and delivered in counterparts (including by facsimile transmission) each of which will be deemed an original.
d.	Headings. The headings used in this Amendment are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Amendment.
e.	Governing Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York (without reference to choice of law doctrine).

[Separate Signature Page(s) Attached]

IN WITNESS WHEREOF, the parties have executed this Amendment on the respective dates specified below with effect from the date specified in this Amendment.

J. ARON & COMPANY		CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP
By:	/s/ Colleen Foster Name: Colleen Foster	By: By:	CALUMET LP GP, LLC, Its General Partner Calumet Operating, LLC, its sole member
	Title: Managing Director	By:	Calumet Specialty Products Partner LP., its sole member
	Date:	By:	Calumet GP, LLC, its general partner
		By:	/s/ R. Patrick Murray, II
			Name: R. Patrick Murray, II
			Title: Vice President and Chief Financial Officer
			Date: September 30, 2011

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, F. William Grube, certify that:

1.	I have reviewed this Quarterly Report of Calumet Specialty Products Partners, L.P. (the “registrant”) on Form 10-Q for the quarter ended September 30, 2011;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 4, 2011

/s/ F. William Grube  

F. William Grube 

Chief Executive Officer and Vice Chairman of the
Board of Calumet GP, LLC,
general partner of Calumet Specialty Products Partners, L.P.
(Principal Executive Officer) 

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, R. Patrick Murray, II, certify that:

1.	I have reviewed this Quarterly Report of Calumet Specialty Products Partners, L.P. (the “registrant”) on Form 10-Q for the quarter ended September 30, 2011;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 4, 2011

/s/ R. Patrick Murray, II  

R. Patrick Murray, II 

Vice President, Chief Financial Officer and
Secretary of Calumet GP, LLC,
general partner of Calumet Specialty Products Partners, L.P.
(Principal Financial Officer) 

EX-32.1

Exhibit 32.1

CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Calumet Specialty Products Partners, L.P. (the “Partnership”) on Form 10-Q for the quarter ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of F. William Grube, Chief Executive Officer and Vice Chairman of the Board of Calumet GP, LLC, the general partner of the Partnership (the “General Partner”), and R. Patrick Murray, II, Vice President, Chief Financial Officer and Secretary of the General Partner, hereby certifies that:

(a)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(b)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

/s/ F. William Grube  

F. William Grube 

Chief Executive Officer and Vice Chairman of the
Board of Calumet GP, LLC, general partner of
Calumet Specialty Products Partners, L.P.
(Principal Executive Officer) 

November 4, 2011

/s/ R. Patrick Murray, II  

R. Patrick Murray, II 

Vice President, Chief Financial Officer and
Secretary of Calumet GP, LLC,
general partner of Calumet Specialty Products Partners, L.P.
(Principal Financial Officer) 

November 4, 2011

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical)	Sep. 30, 2011	Dec. 31, 2010
Partners' capital:
Limited partners interest units issued	50,779,778	35,279,778
Limited partners interest units outstanding	50,779,778	35,279,778

XML

Condensed Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Condensed Consolidated Statements of Operations [Abstract]
Sales	$ 777,780	$ 595,273	$ 2,116,790	$ 1,594,542
Cost of sales	681,179	533,167	1,922,760	1,451,141
Gross profit	96,601	62,106	194,030	143,401
Operating costs and expenses:
Selling, general and administrative	14,148	7,403	35,143	22,894
Transportation	23,696	23,258	69,462	63,460
Taxes other than income taxes	1,683	1,308	4,246	3,431
Insurance recoveries			(8,698)
Other	543	565	1,781	1,373
Operating income	56,531	29,572	92,096	52,243
Other income (expense):
Interest expense	(12,577)	(7,794)	(30,602)	(22,505)
Debt extinguishment costs			(15,130)
Realized loss on derivative instruments	(3,814)	(2,288)	(5,798)	(8,147)
Unrealized gain (loss) on derivative instruments	(20,335)	1,931	(23,876)	(13,835)
Other	45	(121)	148	(170)
Total other expense	(36,681)	(8,272)	(75,258)	(44,657)
Net income before income taxes	19,850	21,300	16,838	7,586
Income tax expense	236	79	674	339
Net income	19,614	21,221	16,164	7,247
Allocation of net income:
Net income	19,614	21,221	16,164	7,247
Less: General partner's interest in net income	392	424	323	145
Less: General partner's incentive distribution rights	40		40
Net income attributable to limited partners	$ 19,182	$ 20,797	$ 15,801	$ 7,102
Weighted average limited partner units outstanding - basic	41,828	35,337	39,352	35,332
Weighted average limited partner units outstanding - diluted	41,837	35,352	39,368	35,351
Limited partners' interest basic and diluted net income per unit	$ 0.46	$ 0.59	$ 0.40	$ 0.20
Cash distributions declared per limited partner unit	$ 0.50	$ 0.46	$ 1.47	$ 1.37

XML

Subsequent Events

9 Months Ended

Sep. 30, 2011

Subsequent Events [Abstract]

Subsequent Events

16. Subsequent Events

     On October 5, 2011, Calumet Superior, LLC (“Calumet Superior”), a wholly-owned subsidiary of the Company, entered into a Crude Oil Purchase Agreement (the “BP Purchase Agreement”) with BP Products North America Inc. (“BP”), pursuant to which BP will supply the Superior refinery with approximately 75% of its daily crude oil requirements, with such requirements estimated to be between 35,000 and 45,000 barrels per day, utilizing a market-based pricing mechanism, plus transportation and handling costs. The BP Purchase Agreement is effective as of October 1, 2011, with deliveries commencing November 1, 2011. The BP Purchase Agreement has an initial term of seven months, will automatically renew for successive one-year terms and may be terminated by either party on written notice delivered at least 90 days prior to the end of the then-current term. To secure a portion of Calumet Superior’s payment obligations under the BP Purchase Agreement, the Company and its affiliates have granted a limited interest in the collateral pledged as security under the Collateral Trust Agreement to BP as a “Forward Purchase Secured Hedge Counterparty” under the Collateral Trust Agreement, as such term is defined therein.

     On October 11, 2011, the Company declared a quarterly cash distribution of $0.50 per unit on all outstanding units, or approximately $26,362 in aggregate, for the quarter ended September 30, 2011. The distribution will be paid on November 14, 2011 to unitholders of record as of the close of business on November 4, 2011. This quarterly distribution of $0.50 per unit equates to $2.00 per unit, or approximately $105,448 in aggregate on an annualized basis.

     On October 13, 2011, the underwriters of the Company’s September 8, 2011 public equity offering elected to exercise a portion of their overallotment option. As a result, the Company sold an additional 750,000 common units to the underwriters at the offering price of $18.00 per unit, less the underwriting discount. The proceeds received by the Company from this offering (net of underwriting discounts, commissions and expenses but before its general partner’s capital contribution) were $12,910 and were used to repay borrowings under its revolving credit facility. Underwriting discounts totaled $540. The Company’s general partner contributed $276 to retain its 2% general partner interest.

     The fair value of the Company’s derivatives increased by approximately $32,000 subsequent to September 30, 2011 to a liability of approximately $129,000. The fair value of the Company’s long-term debt, excluding capital leases, has not changed materially subsequent to September 30, 2011.

     In addition, subsequent to the closing of the Superior Acquisition on September 30, 2011, the Company entered into additional derivative positions to hedge the increased exposure to crack spreads resulting from the Superior Acquisition. The following tables provide a summary of such derivatives entered into as of November 4, 2011, all of which are designated as cash flow hedges.

					Average
	Barrels				Swap
Crude Oil Swap Contracts by Expiration Dates	Purchased		BPD		($/Bbl)
Fourth Quarter 2011		552,000		6,000	$	78.50
Calendar Year 2012		5,490,000		15,000		83.35
Totals		6,042,000
Average price					$	82.90

					Average
	Barrels				Swap
Diesel Swap Contracts by Expiration Dates	Sold		BPD		($/Bbl)
Calendar Year 2012		1,830,000		5,000		115.27
Totals		1,830,000
Average price					$	115.27

					Average
	Barrels				Swap
Gasoline Swap Contracts by Expiration Dates	Sold		BPD		($/Bbl)
Fourth Quarter 2011		552,000		6,000	$	102.22
Calendar Year 2012		3,660,000		10,000		102.48
Totals		4,212,000
Average price					$	102.44

					Implied
					Crack
					Spread
Crude Oil and Fuel Products Swap Contracts by Expiration Dates	Barrels		BPD		($/Bbl)
Fourth Quarter 2011		552,000		6,000	$	23.72
Calendar Year 2012		5,490,000		15,000		23.39
Totals		6,042,000
Average price					$	23.42

XML

Document and Entity Information (USD $) In Millions, except Share data	9 Months Ended
	Sep. 30, 2011	Nov. 04, 2011	Jun. 30, 2010
Document and Entity Information [Abstract]
Entity Registrant Name	Calumet Specialty Products Partners, L.P.
Entity Central Index Key	0001340122
Document Type	10-Q
Document Period End Date	Sep. 30, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 283.2
Entity Common Stock, Shares Outstanding		51,529,778

XML

Commitments and Contingencies

9 Months Ended

Sep. 30, 2011

Commitments and Contingencies [Abstract]

Commitments and Contingencies

5. Commitments and Contingencies

     From time to time, the Company is a party to certain claims and litigation incidental to its business, including claims made by various taxation and regulatory authorities, such as the LDEQ, the U.S. Environmental Protection Agency (“EPA”), the Internal Revenue Service and the Occupational Safety and Health Administration (“OSHA”), as the result of audits or reviews of the Company’s business. In addition, the Company has property, business interruption, general liability and various other insurance policies that may result in certain losses or expenditures being reimbursed to the Company.

Insurance Recoveries

     During the second quarter of 2011, the Company reached a final settlement of its insurance claim related to the failure of an environmental operating unit at its Shreveport refinery in 2010, resulting in a gain (insurance recoveries) of $8,698 recorded for the nine months ended September 30, 2011 in the unaudited condensed consolidated statements of operations. This claim related to both property damage and business interruption. Recoveries of $1,942 related to property damage have been reflected within investing activities (with the remainder in operating activities) in the unaudited condensed consolidated statements of cash flows

Environmental

     The Company operates crude oil and specialty hydrocarbon refining and terminal operations, which are subject to stringent and complex federal, regional, state, and local laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. These laws and regulations can impair the Company’s operations that affect the environment in many ways, such as requiring the acquisition of permits to conduct regulated activities, restricting the manner in which the Company may release materials into the environment, requiring remedial activities or capital expenditures to mitigate pollution from former or current operations, and imposing substantial liabilities for pollution resulting from its operations. Certain environmental laws impose joint and several, strict liability for costs required to remediate and restore sites where petroleum hydrocarbons, wastes, or other materials have been released or disposed.

     The Superior refinery is the subject of a consent decree (the “Consent Decree”) with the U.S. Environmental Protection Agency (“EPA”) and the Wisconsin Department of Natural Resources (“WDNR”), which requires, among other things, reductions in air emissions and the reporting of certain emissions to EPA and WDNR. In connection with the Superior Acquisition, the Company became a party to this consent decree. Equipment upgrades, other discrete tasks and annual penalties to comply with the Consent Decree are expected to cost about $4,470, but compliance with other aspects of the Consent Decree could result in additional, substantial expenditures. Any failure to comply with the Consent Decree, as well as certain emissions from the facility, will also subject the Company to stipulated penalties, which could be substantial. The Company may incur substantial costs for performance of additional environmental and safety-related projects at the Superior refinery including, but not limited to:

• the installation of additional process equipment to comply with EPA fuel content regulations at a cost to the Company of $2,910;

• the purchase of “credits” to comply with EPA fuel content regulations until such time as the additional process equipment is installed and brought online;

• the monitoring and remediation of historical contamination at costs of about $200 per year;

• the upgrade of treatment equipment or pursuit of other remedies as necessary to comply with new effluent discharge limits in a Clean Water Act permit renewal that is currently pending; and

• the implementation of various voluntary programs at the Superior refinery, such as removal of asbestos-containing materials or enhancement of process safety or other maintenance practices.

     On December 23, 2010, the Company entered into a settlement agreement with the LDEQ regarding (i) the Company’s voluntary participation in the LDEQ’s “Small Refinery and Single Site Refinery Initiative,” and (ii) certain alleged past violations for which the LDEQ had previously initiated enforcement including (A) May 2001, December 2002 and December 2004 notifications received by the Cotton Valley refinery from the LDEQ regarding several alleged violations of various air emission regulations as well as alleged violations for the construction of a multi-tower pad and associated pump pads without a permit issued by the agency, and (B) an August 2005 notification received by the Princeton refinery from the LDEQ regarding alleged violations of air emissions regulations. The LDEQ’s “Small Refinery and Single Site Refinery Initiative” is patterned after the EPA’s “National Petroleum Refinery Initiative,” which is a coordinated, integrated compliance and enforcement strategy to address federal Clean Air Act compliance issues at the nation’s largest petroleum refineries. The agreement, voluntarily entered into by the Company, requires the Company to make a $1,000 payment to the LDEQ and complete beneficial environmental programs and implement emissions reduction projects at the Company’s Shreveport, Cotton Valley and Princeton refineries.

The Company estimates implementation of these requirements will result in approximately $11,000 to $15,000 of capital expenditures, expenditures related to additional personnel and environmental studies over the next five years. This agreement also fully settles the aforementioned alleged environmental and permit violations at the Company’s Cotton Valley and Princeton refineries and stipulates that no further civil penalties over alleged past violations at those refineries will be pursued by the LDEQ. The required investments are expected to include projects resulting in (i) nitrogen oxide and sulfur dioxide emission reductions from heaters and boilers and the application of New Source Performance Standards for sulfur recovery plants and flaring devices, (ii) control of incidents related to acid gas flaring, tail gas and hydrocarbon flaring, (iii) electrical reliability improvements to reduce flaring, (iv) flare refurbishment at the Shreveport refinery, (v) enhancement of the Benzene Waste National Emissions Standards for Hazardous Air Pollutants programs and the Leak Detection and Repair programs at the Company’s three Louisiana refineries and (vi) Title V audits and targeted audits of certain regulatory compliance programs. During negotiations with the LDEQ, the Company voluntarily initiated projects for certain of these requirements prior to the settlement with the LDEQ, and currently anticipates completion of these projects over the next five years. These capital investment requirements will be incorporated into the Company’s annual capital expenditures budget and the Company does not expect any additional capital expenditures as a result of the required audits or required operational changes included in the settlement to have a material adverse effect on the Company’s financial results or operations. Before the terms of this settlement agreement are deemed final, they will require the concurrence of the Louisiana Attorney General, such concurrence anticipated to be granted during the fourth quarter of 2011.

     Voluntary remediation of subsurface contamination is in process at each of the Company’s refinery sites. The remedial projects are being overseen by the appropriate state agencies. Based on current investigative and remedial activities, the Company believes that the groundwater contamination at these refineries can be controlled or remedied without having a material adverse effect on the Company’s financial condition. However, such costs are often unpredictable and, therefore, there can be no assurance that the future costs will not become material. The Company incurred approximately $266 of such capital expenditures at its Cotton Valley refinery during the first nine months of 2011 and completed such capital expenditures planned for 2011 at its Cotton Valley refinery. The Company incurred approximately $541 of such capital expenditures at its Cotton Valley refinery during 2010.

     The Company is indemnified by Shell Oil Company, as successor to Pennzoil-Quaker State Company and Atlas Processing Company, for specified environmental liabilities arising from the operations of the Shreveport refinery prior to the Company’s acquisition of the facility. The indemnity is unlimited in amount and duration, but requires the Company to contribute up to $1,000 of the first $5,000 of indemnified costs for certain of the specified environmental liabilities.

     In addition, the Company is indemnified by Murphy Oil for specified environmental liabilities including: (i) certain obligations arising out of the Consent Decree (including payment of a civil penalty required under the Consent Decree), (ii) certain liabilities arising in connection with Murphy Oil’s transport of certain wastes and other materials to specified offsite real properties for disposal or recycling prior to the Superior Acquisition and (iii) certain liabilities for certain third party actions, suits or proceedings alleging exposure, prior to the Superior Acquisition, of an individual to wastes or other materials at the specified on-site real property, which wastes or other materials were spilled, released, emitted or discharged by Murphy Oil. The Company is also indemnified by Murphy Oil for two years following the Superior Acquisition for liabilities arising from breaches of certain environmental representations and warranties made by Murphy Oil, subject to a maximum liability of $22,000, for which the Company is required to contribute up to the first $6,600.

Health, Safety and Maintenance

     The Company is subject to various laws and regulations relating to occupational health and safety, including OSHA and comparable state laws. These laws and the implementing regulations strictly govern the protection of the health and safety of employees. In addition, OSHA’s hazard communication standard requires that information be maintained about hazardous materials used or produced in the Company’s operations and that this information be provided to employees, contractors, state and local government authorities and customers. The Company maintains safety, training and maintenance programs as part of its ongoing efforts to ensure compliance with applicable laws and regulations. The Company’s compliance with applicable health and safety laws and regulations has required, and continues to require, substantial expenditures. The Company has implemented an internal program of inspection designed to monitor and enforce compliance with worker safety requirements as well as a quality system that meets the requirements of the ISO-9001-2008 Standard. The integrity of the Company’s ISO-9001-2008 Standard certification is maintained through surveillance audits by its registrar at regular intervals designed to ensure adherence to the standards.

     The Company has completed studies to assess the adequacy of its process safety management practices at its Shreveport refinery with respect to certain consensus codes and standards. The Company expects to incur between $5,000 and $8,000 of capital expenditures in total during 2011, 2012 and 2013 to address OSHA compliance issues identified in these studies. The Company expects these capital expenditures will enhance its equipment such that the equipment maintains compliance with applicable consensus codes and standards. The Company believes that its operations are in substantial compliance with OSHA and similar state laws.

     Beginning in February 2010, OSHA conducted an inspection of the Shreveport refinery’s process safety management program under OSHA’s National Emphasis Program, which is targeting all U.S. refineries for review. On August 19, 2010, OSHA issued a Citation and Notification of Penalty (the “Shreveport Citation”) to the Company as a result of the Shreveport inspection, which included a proposed civil penalty amount of $173. The Company contested the Shreveport Citation and associated penalty amount and agreed to a final penalty amount of $119 that was paid in January 2011. Similarly, OSHA conducted an inspection of the Cotton Valley refinery’s process safety management program under OSHA’s National Emphasis Program in the first quarter of 2011. On March 14, 2011, OSHA issued a Citation and Notification of Penalty (the “Cotton Valley Citation”) to the Company as a result of the Cotton Valley inspection, which included a proposed penalty amount of $208. The Company has contested the Cotton Valley Citation and associated penalties and is currently in negotiations with OSHA to reach a settlement allowing an extended abatement period for a new refinery flare system study and for completion of facility site modifications, including relocation and hardening of structures.

Standby Letters of Credit

     The Company has agreements with various financial institutions for standby letters of credit which have been issued to domestic vendors. As of September 30, 2011 and December 31, 2010, the Company had outstanding standby letters of credit of $207,960 and $90,725, respectively, under its senior secured revolving credit facility, which was amended and restated on June 24, 2011 (the “revolving credit facility”). Refer to Note 6 for additional information. The maximum amount of letters of credit the Company can issue at September 30, 2011 is subject to borrowing base restrictions, with a maximum letter of credit sublimit equal to $680,000, which is the greater of (i) $400,000 and (ii) 80% of revolver commitments ($850,000 at September 30, 2011) then in effect. At December 31, 2010, the maximum amount of letters of credit the Company could issue was subject to borrowing base restrictions, with a letter of credit sublimit of $300,000.

     As of September 30, 2011 and December 31, 2010, the Company had availability to issue letters of credit of $271,490 and $145,454, respectively, under its revolving credit facility. As discussed in Note 6, as of September 30, 2011 the outstanding standby letters of credit issued under the revolving credit facility included a $25,000 letter of credit to support a portion of its fuel products hedging program.

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Partners' Capital

9 Months Ended

Sep. 30, 2011

Partners' Capital and Comprehensive Income (Loss) [Abstract]

Partners' Capital

10. Partners’ Capital

     In February 2011, the Company satisfied the last of the earnings and distributions tests contained in its partnership agreement for the automatic conversion of all 13,066,000 outstanding subordinated units into common units on a one-for-one basis. The last of these requirements was met upon payment of the quarterly distribution paid on February 14, 2011. Two days following this quarterly distribution to unitholders, or February 16, 2011, all of the outstanding subordinated units automatically converted to common units.

     On February 24, 2011, the Company completed an equity offering of its common units in which it sold 4,500,000 common units to the underwriters of the offering at a price to the public of $21.45 per common unit. The proceeds received by the Company from this offering (net of underwriting discounts, commissions and expenses but before its general partner’s capital contribution) were $92,290 and were used to repay borrowings under its revolving credit facility. Underwriting discounts totaled $3,915. The Company’s general partner contributed $1,970 to retain its 2% general partner interest.

     On September 8, 2011, the Company completed an equity offering of its common units in which it sold 11,000,000 common units to the underwriters of the offering at a price of $18.00 per common unit. The proceeds received by the Company from this offering (net of underwriting discounts, commissions and expenses but before its general partner’s capital contribution) were $189,580 and were used to fund a portion of the purchase price of the Superior Acquisition. Underwriting discounts totaled $7,866. The Company’s general partner contributed $4,041 to retain its 2% general partner interest. See Note 3 for further information on the Superior Acquisition.

     For the three and nine months ended September 30, 2011 and 2010 the general partner was allocated $40 and $0, respectively, in incentive distribution rights.

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Description of the Business

9 Months Ended

Sep. 30, 2011

Description of the Business [Abstract]

Description of the Business

1. Description of the Business

     Calumet Specialty Products Partners, L.P. (the “Company”) is a Delaware limited partnership. The general partner of the Company is Calumet GP, LLC, a Delaware limited liability company. As of September 30, 2011, the Company had 50,779,778 common units and 1,036,322 general partner units outstanding. The number of common units outstanding includes 13,066,000 common units that converted from subordinated units on February 16, 2011. There are no longer any subordinated units outstanding. Refer to Note 10 for additional information. The general partner owns 2% of the Company while the remaining 98% is owned by limited partners. The Company is engaged in the production and marketing of crude oil-based specialty lubricating oils, white mineral oils, solvents, petrolatums, waxes and fuels. The Company owns facilities located in Shreveport, Louisiana (“Shreveport”); Superior, Wisconsin (“Superior”); Princeton, Louisiana (“Princeton”); Cotton Valley, Louisiana (“Cotton Valley”); Karns City, Pennsylvania (“Karns City”) and Dickinson, Texas (“Dickinson”) and terminals located in Burnham, Illinois (“Burnham”); Rhinelander, Wisconsin (“Rhinelander”); Crookston, Minnesota (“Crookston”) and Proctor, Minnesota (“Duluth”).

     The unaudited condensed consolidated financial statements of the Company as of September 30, 2011 and for the three and nine months ended September 30, 2011 and 2010 included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (the “U.S.”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the results of operations for the interim periods presented. All adjustments are of a normal nature, unless otherwise disclosed. The results of operations for the three and nine months ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s 2010 Annual Report. The Company issued these unaudited condensed consolidated financial statements by filing them with the SEC and has evaluated subsequent events up to the time of filing. Refer to Note 16 for additional information on these subsequent events.

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Derivatives

9 Months Ended

Sep. 30, 2011

Derivatives [Abstract]

Derivatives

7. Derivatives

     The Company utilizes derivative instruments to minimize its price risk and volatility of cash flows associated with the purchase of crude oil and natural gas, the sale of fuel products and interest payments. The Company employs various hedging strategies, which are further discussed below. The Company does not hold or issue derivative instruments for trading purposes.

     The Company recognizes all derivative instruments at their fair values (see Note 9) as either assets or liabilities on the condensed consolidated balance sheets. Fair value includes any premiums paid or received and unrealized gains and losses. Fair value does not include any amounts receivable from or payable to counterparties, or collateral provided to counterparties. Derivative asset and liability amounts with the same counterparty are netted against each other for financial reporting purposes. The Company’s financial results are subject to the possibility that changes in the derivative’s fair value could result in significant ineffectiveness and potentially no longer qualify for hedge accounting. The Company recorded the following derivative assets and liabilities at their fair values as of September 30, 2011 and December 31, 2010:

	Derivative Assets				Derivative Liabilities
	September 30, 2011		December 31, 2010		September 30, 2011			December 31, 2010
Derivative instruments designated as hedges:
Fuel products segment:
Crude oil swaps	$	—	$	—	$	(87,573	)	$	134,916
Gasoline swaps		—		—		(2,150	)		(14,149	)
Diesel swaps		—		—		(14,131	)		(53,744	)
Jet fuel swaps		—		—		(55,322	)		(96,556	)
Interest rate swaps:		—		—		—			(2,681	)
Total derivative instruments designated as hedges		—		—		(159,176	)		(32,214	)
Derivative instruments not designated as hedges:
Fuel products segment:
Jet fuel crack spread collars (1)		—		—		—			20
Specialty products segment: (2)
Crude oil collars		—		—		—			—
Natural gas swaps		—		—		—			—
Crude oil swaps		—		—		—			662
Interest rate swaps: (3)		—		—		(1,685	)		(1,282	)
Total derivative instruments not designated as hedges		—		—		(1,685	)		(600	)
Total derivative instruments	$	—	$	—	$	(160,861	)	$	(32,814	)

(1)	The Company entered into jet fuel crack spread collars, which do not qualify for hedge accounting, to economically hedge its exposure to changes in the jet fuel crack spread.
(2)	The Company enters into combinations of crude oil options and swaps and natural gas swaps to economically hedge its exposures to price risk related to these commodities in its specialty products segment. The Company has not designated these derivative instruments as cash flow hedges.
(3)	The Company refinanced its long-term debt in April 2011 and, as a result, all of its interest rate swaps that were designated as cash flow hedges for the interest payments under the previous debt agreement are no longer designated as cash flow hedges.

     To the extent a derivative instrument is determined to be effective as a cash flow hedge of an exposure to changes in the fair value of a future transaction, the change in fair value of the derivative is deferred in accumulated other comprehensive loss, a component of partners’ capital in the condensed consolidated balance sheets, until the underlying transaction hedged is recognized in the unaudited condensed consolidated statements of operations. The Company accounts for certain derivatives hedging purchases of crude oil and natural gas, sales of gasoline, diesel and jet fuel and the payment of interest as cash flow hedges. The derivatives hedging sales and purchases are recorded to sales and cost of sales, respectively, in the unaudited condensed consolidated statements of operations upon recording the related hedged transaction in sales or cost of sales. The derivatives designated as hedging payments of interest are recorded in interest expense in the unaudited condensed consolidated statements of operations upon payment of interest. The Company assesses, both at inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

     For derivative instruments not designated as cash flow hedges and the portion of any cash flow hedge that is determined to be ineffective, the change in fair value of the asset or liability for the period is recorded to unrealized gain (loss) on derivative instruments in the unaudited condensed consolidated statements of operations. Upon the settlement of a derivative not designated as a cash flow hedge, the gain or loss at settlement is recorded to realized gain (loss) on derivative instruments in the unaudited condensed consolidated statements of operations. Ineffectiveness is inherent in the hedging of crude oil and fuel products. Due to the volatility in the markets for crude oil and fuel products, the Company is unable to predict the amount of ineffectiveness each period, which has the potential for the future loss of hedge accounting, determined on a derivative by derivative basis or in the aggregate for a specific commodity. Ineffectiveness has resulted, and the loss of hedge accounting would result, in increased volatility in the Company’s financial results. However, even though derivatives may not qualify for hedge accounting, the Company intends to continue to hold the instruments as management believes such derivative instruments continue to provide the Company with the opportunity to more effectively stabilize fuel products margins.

     The Company recorded the following amounts in its condensed consolidated balance sheets, unaudited condensed consolidated statements of operations and its unaudited condensed consolidated statements of partners’ capital as of, and for the three months ended, September 30, 2011 and 2010 related to its derivative instruments that were designated as cash flow hedges:

							Amount of (Gain)
	Amount of Gain (Loss)						Loss Reclassified
	Recognized in						from Accumulated
	Accumulated Other						Other Comprehensive							Amount of Loss
	Comprehensive Income (Loss)						Income (Loss) into							Recognized in Net
	on Derivatives						Net Income							Income on Derivatives
	(Effective Portion)						(Effective Portion)							(Ineffective Portion)
	Three Months Ended						Location of	Three Months Ended							Three Months Ended
	September 30,						(Gain)	September 30,						Location of	September 30,
Type of Derivative	2011			2010			Loss	2011			2010			Loss	2011			2010
Fuel products segment:
Crude oil swaps	$	(171,581	)	$	59,678		Cost of sales	$	(26,775	)	$	(16,163	)	Unrealized/ Realized	$	(22,072	)	$	(221	)
Gasoline swaps		5,883			(7,342	)	Sales		4,493			3,836		Unrealized/ Realized		(19	)		(9	)
Diesel swaps		46,413			(28,924	)	Sales		18,887			7,736		Unrealized/ Realized		(252	)		(404	)
Jet fuel swaps		81,523			(31,444	)	Sales		37,745			—		Unrealized/ Realized		(1,793	)		(50	)
Specialty products segment:
Crude oil collars		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Crude oil swaps		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Natural gas swaps		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Interest rate swaps:					(1,124	)	Interest expense		—			639		Unrealized/ Realized		—			—
Total	$	(37,762	)	$	(9,156	)		$	34,350		$	(3,952	)		$	(24,136	)	$	(684	)

     The Company recorded the following gains (losses) in its unaudited condensed consolidated statements of operations and its unaudited condensed consolidated statements of partners’ capital for the three months ended September 30, 2011 and 2010 related to its derivative instruments not designated as cash flow hedges:

	Amount of Gain (Loss)						Amount of Gain (Loss)
	Recognized in						Recognized
	Realized Loss on						in Unrealized Gain (Loss) on
	Derivatives						Derivatives
	Three Months Ended						Three Months Ended
	September 30,						September 30,
Type of Derivative	2011			2010			2011			2010
Fuel products segment:
Crude oil swaps	$	—		$	(1,939	)	$	—		$	1,357
Gasoline swaps		—			3,071			—			(2,284	)
Diesel swaps		—			(326	)		—			326
Jet fuel swaps		—			—			—			—
Jet fuel collars		—			—			(1	)		(33	)
Specialty products segment:
Crude oil collars		—			(1,396	)		—			1,759
Crude oil swaps		—			(56	)		—			275
Natural gas swaps		—			(136	)		—			(187	)
Interest rate swaps:		(655	)		(205	)		643			101
Total	$	(655	)	$	(987	)	$	642		$	1,314

     The Company recorded the following amounts in its condensed consolidated balance sheets, unaudited condensed consolidated statements of operations and its unaudited condensed consolidated statements of partners’ capital as of, and for the nine months ended, September 30, 2011 and 2010 related to its derivative instruments that were designated as cash flow hedges:

							Amount of (Gain)
	Amount of Gain (Loss)						Loss Reclassified
	Recognized in						from Accumulated
	Accumulated Other						Other Comprehensive							Amount of Gain (Loss)
	Comprehensive Loss						Loss into							Recognized in Net
	on Derivatives						Net Income							Income on Derivatives
	(Effective Portion)						(Effective Portion)							(Ineffective Portion)
	Nine Months Ended						Location of	Nine Months Ended							Nine Months Ended
	September 30,						(Gain)	September 30,						Location of Gain	September 30,
Type of Derivative	2011			2010			Loss	2011			2010			(Loss)	2011			2010
Fuel products segment:
Crude oil swaps	$	(110,393	)	$	(19,677	)	Cost of sales	$	(85,209	)	$	(51,849	)	Unrealized/ Realized	$	(22,569	)	$	(10,194	)
Gasoline swaps		(11,853	)		12,307		Sales		23,308			14,894		Unrealized/ Realized		(1,358	)		(4,560	)
Diesel swaps		(22,379	)		3,633		Sales		62,074			23,546		Unrealized/ Realized		(790	)		(1,628	)
Jet fuel swaps		(37,891	)		(13,821	)	Sales		80,419			—		Unrealized/ Realized		(3,397	)		116
Specialty products segment:
Crude oil collars		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Crude oil swaps		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Natural gas swaps		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Interest rate swaps:		1,979			(2,522	)	Interest expense		702			1,936		Unrealized/ Realized		—			—
Total	$	(180,537	)	$	(20,080	)		$	81,294		$	(11,473	)		$	(28,114	)	$	(16,266	)

     The Company recorded the following gains (losses) in its unaudited condensed consolidated statements of operations and its unaudited condensed consolidated statements of partners’ capital for the nine months ended September 30, 2011 and 2010 related to its derivative instruments not designated as cash flow hedges:

	Amount of Gain (Loss)						Amount of Gain (Loss)
	Recognized in						Recognized
	Realized Loss on						in Unrealized Loss
	Derivatives						on Derivatives
	Nine Months Ended						Nine Months Ended
	September 30,						September 30,
Type of Derivative	2011			2010			2011			2010
Fuel products segment:
Crude oil swaps	$	—		$	(6,329	)	$	—		$	8,295
Gasoline swaps		—			10,174			—			(11,487	)
Diesel swaps		—			(976	)		—			976
Jet fuel swaps		—			—			—			—
Jet fuel collars		(562	)		—			542			(321	)
Specialty products segment:
Crude oil collars		—			(4,355	)		—			491
Crude oil swaps		932			(1,718	)		(662	)		28
Natural gas swaps		—			(171	)		—			(263	)
Interest rate swaps:		(1,407	)		(611	)		(403	)		551
Total	$	(1,037	)	$	(3,986	)	$	(523	)	$	(1,730	)

     The cash flow impact of the Company’s derivative activities is classified as a change in derivative activity in the operating activities section in the unaudited condensed consolidated statements of cash flows.

     The Company is exposed to credit risk in the event of nonperformance by its counterparties on these derivative transactions. The Company does not expect nonperformance on any derivative instruments, however, no assurances can be provided. The Company’s credit exposure related to these derivative instruments is represented by the fair value of contracts reported as derivative assets. To manage credit risk, the Company selects and periodically reviews counterparties based on credit ratings. The Company executes all of its derivative instruments with large financial institutions that have ratings of at least Baa1 and A by Moody’s and S&P, respectively. In the event of default, the Company would potentially be subject to losses on derivative instruments with mark to market gains. The Company requires collateral from its counterparties when the fair value of the derivatives exceeds agreed upon thresholds in its contracts with these counterparties. No such collateral was held by the Company as of September 30, 2011 or December 31, 2010. The Company’s contracts with these counterparties allow for netting of derivative instrument positions executed under each contract. Collateral received from counterparties is reported in other current liabilities, and collateral held by counterparties is reported in deposits, on the Company’s condensed consolidated balance sheets and not netted against derivative assets or liabilities. As of September 30, 2011, the Company had provided its counterparties with no collateral above the $25,000 letter of credit provided to one counterparty to support crack spread hedging. As of December 31, 2010, the Company had provided its counterparties with no cash collateral or letters of credit above the $50,000 prefunded letter of credit then in effect and provided to one counterparty to support crack spread hedging. For financial reporting purposes, the Company does not offset the collateral provided to a counterparty against the fair value of its obligation to that counterparty. Any outstanding collateral is released to the Company upon settlement of the related derivative instrument liability.

     Certain of the Company’s outstanding derivative instruments are subject to credit support agreements with the applicable counterparties which contain provisions setting certain credit thresholds above which the Company may be required to post agreed-upon collateral, such as cash or letters of credit, with the counterparty to the extent that the Company’s mark-to-market net liability, if any, on all outstanding derivatives exceeds the credit threshold amount per such credit support agreement. In certain cases, the Company’s credit threshold is dependent upon the Company’s maintenance of certain corporate credit ratings with Moody’s and S&P. In the event that the Company’s corporate credit rating was lowered below its current level by either Moody’s or S&P, such counterparties would have the right to reduce the applicable threshold to zero and demand full collateralization of the Company’s net liability position on outstanding derivative instruments. As of September 30, 2011 and December 31, 2010, there was a net liability of $1,892 and $388, respectively, associated with the Company’s outstanding derivative instruments subject to such requirements. In addition, the majority of the credit support agreements covering the Company’s outstanding derivative instruments also contain a general provision stating that if the Company experiences a material adverse change in its business, in the reasonable discretion of the counterparty, the Company’s credit threshold could be lowered by such counterparty. The Company does not expect that it will experience a material adverse change in its business.

     The effective portion of the hedges classified in accumulated other comprehensive loss is $122,009 as of September 30, 2011, and absent a change in the fair market value of the underlying transactions, will be reclassified to earnings by December 31, 2014 with balances being recognized as follows:

	Accumulated Other
	Comprehensive
Year	Loss
2011	$	(20,955	)
2012		(92,780	)
2013		(7,415	)
2014		(859	)
Total	$	(122,009	)

     Based on fair values as of September 30, 2011, the Company expects to reclassify $97,292 of net losses on derivative instruments from accumulated other comprehensive loss to earnings during the next twelve months due to actual crude oil purchases and gasoline, diesel and jet fuel sales. However, the amounts actually realized will be dependent on the fair values as of the date of settlements.

Crude Oil Swap and Collar Contracts — Specialty Products Segment

     The Company is exposed to fluctuations in the price of crude oil, its principal raw material. The Company utilizes combinations of options and swaps to manage crude oil price risk and volatility of cash flows in its specialty products segment. These derivatives may be designated as cash flow hedges of the future purchase of crude oil if they meet the hedge criteria. The Company’s general policy is to enter into crude oil derivative contracts that mitigate the Company’s exposure to price risk associated with crude oil purchases related to specialty products production (for up to 70% of expected purchases). While the Company’s policy generally requires that these positions be short term in nature and expire within three to nine months from execution, the Company may execute derivative contracts for up to two years forward, if a change in the risks supports lengthening the Company’s position. As of September 30, 2011, the Company did not have any crude oil derivatives related to future crude oil purchases in its specialty products segment.

     At December 31, 2010, the Company had the following crude oil derivatives related to crude oil purchases in its specialty products segment, none of which were designated as cash flow hedges.

					Average
	Barrels				Swap
Crude Oil Swap Contracts by Expiration Dates	Purchased		BPD		($/Bbl)
February 2011		33,600		1,200	$	83.10
March 2011		37,200		1,200		83.55
Totals		70,800
Average price					$	83.34

Crude Oil Swap Contracts — Fuel Products Segment

     The Company is exposed to fluctuations in the price of crude oil, its principal raw material. The Company utilizes swap contracts to manage crude oil price risk and volatility of cash flows in its fuel products segment. The Company’s policy is generally to enter into crude oil swap contracts for a period no greater than five years forward and for no more than 75% of crude oil purchases used in fuels production. At September 30, 2011, the Company had the following derivatives related to crude oil purchases in its fuel products segment, all of which are designated as cash flow hedges.

					Average
	Barrels				Swap
Crude Oil Swap Contracts by Expiration Dates	Purchased		BPD		($/Bbl)
Fourth Quarter 2011		1,334,000		14,500	$	77.71
Calendar Year 2012		5,626,000		15,372		87.43
Calendar Year 2013		3,690,000		10,110		98.81
Calendar Year 2014		1,000,000		2,740		90.55
Totals		11,650,000
Average price					$	90.19

     At December 31, 2010, the Company had the following derivatives related to crude oil purchases in its fuel products segment, all of which are designated as cash flow hedges.

					Average
	Barrels				Swap
Crude Oil Swap Contracts by Expiration Dates	Purchased		BPD		($/Bbl)
First Quarter 2011		1,215,000		13,500	$	75.32
Second Quarter 2011		1,729,000		19,000		76.62
Third Quarter 2011		1,610,000		17,500		77.38
Fourth Quarter 2011		1,334,000		14,500		77.71
Calendar Year 2012		5,535,000		15,123		86.30
Totals		11,423,000
Average price					$	81.41

Fuel Products Swap Contracts

     The Company is exposed to fluctuations in the prices of gasoline, diesel and jet fuel. The Company utilizes swap contracts to manage diesel, gasoline and jet fuel price risk and volatility of cash flows in its fuel products segment. The Company’s policy is generally to enter into diesel, jet fuel and gasoline swap contracts for a period no longer than five years forward and for no more than 75% of forecasted fuel sales.

Diesel Swap Contracts

     At September 30, 2011, the Company had the following derivatives related to diesel and jet fuel sales in its fuel products segment, all of which are designated as cash flow hedges.

					Average
					Swap
Diesel Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
Fourth Quarter 2011		552,000		6,000	$	91.74
Calendar Year 2012		1,651,000		4,511		103.79
Calendar Year 2013		1,466,000		4,016		123.49
Totals		3,669,000
Average price					$	109.85

     At December 31, 2010, the Company had the following derivatives related to diesel and jet fuel sales in its fuel products segment, all of which are designated as cash flow hedges.

					Average
					Swap
Diesel Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
First Quarter 2011		630,000		7,000	$	89.57
Second Quarter 2011		637,000		7,000		89.57
Third Quarter 2011		552,000		6,000		91.74
Fourth Quarter 2011		552,000		6,000		91.74
Calendar Year 2012		1,560,000		4,262		99.27
Totals		3,931,000
Average price					$	94.03

Jet Fuel Swap Contracts

     At September 30, 2011, the Company had the following derivatives related to diesel and jet fuel sales in its fuel products segment, all of which are designated as cash flow hedges.

					Average
					Swap
Jet Fuel Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
Fourth Quarter 2011		644,000		7,000	$	89.21
Calendar Year 2012		3,838,500		10,488		99.78
Calendar Year 2013		2,044,000		5,600		125.13
Calendar Year 2014		1,000,000		2,740		115.56
Totals		7,526,500
Average price					$	107.86

     At December 31, 2010, the Company had the following derivatives related to diesel and jet fuel sales in its fuel products segment, all of which are designated as cash flow hedges.

					Average
					Swap
Jet Fuel Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
First Quarter 2011		405,000		4,500	$	86.12
Second Quarter 2011		819,000		9,000		89.58
Third Quarter 2011		920,000		10,000		89.86
Fourth Quarter 2011		644,000		7,000		89.21
Calendar Year 2012		3,838,500		10,488		99.78
Totals		6,626,500
Average price					$	95.28

Gasoline Swap Contracts

     At September 30, 2011, the Company had the following derivatives related to gasoline sales in its fuel products segment, all of which are designated as cash flow hedges.

					Average
					Swap
Gasoline Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
Fourth Quarter 2011		138,000		1,500	$	85.50
Calendar Year 2012		136,500		373		89.04
Calendar Year 2013		180,000		493		110.38
Totals		454,500
Average price					$	96.41

     At December 31, 2010, the Company had the following derivatives related to gasoline sales in its fuel products segment, all of which are designated as cash flow hedges.

					Average
					Swap
Gasoline Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
First Quarter 2011		180,000		2,000	$	81.84
Second Quarter 2011		273,000		3,000		82.66
Third Quarter 2011		138,000		1,500		85.50
Fourth Quarter 2011		138,000		1,500		85.50
Calendar Year 2012		136,500		373		89.04
Totals		865,500
Average price					$	84.40

Jet Fuel Put Spread Contracts

     At September 30, 2011, the Company had the following jet fuel put options related to jet fuel crack spreads in its fuel products segment, none of which are designated as cash flow hedges.

					Average		Average
					Sold Put		Bought Put
Jet Fuel Put Option Crack Spread Contracts by Expiration Dates	Barrels		BPD		($/Bbl)		($/Bbl)
Fourth Quarter 2011		184,000		2,000	$	4.75	$	7.00
Totals		184,000
Average price					$	4.75	$	7.00

     At December 31, 2010, the Company had the following jet fuel put options related to jet fuel crack spreads in its fuel products segment, none of which are designated as cash flow hedges.

					Average		Average
					Sold Put		Bought Put
Jet Fuel Put Option Crack Spread Contracts by Expiration Dates	Barrels		BPD		($/Bbl)		($/Bbl)
First Quarter 2011		630,000		7,000	$	4.00	$	6.00
Fourth Quarter 2011		184,000		2,000		4.75		7.00
Totals		814,000
Average price					$	4.17	$	6.23

Natural Gas Swap Contracts

     Natural gas purchases comprise a significant component of the Company’s cost of sales; therefore, changes in the price of natural gas also significantly affect its profitability and cash flows. The Company utilizes swap contracts to manage natural gas price risk and volatility of cash flows. The Company’s policy is generally to enter into natural gas derivative contracts to hedge no more than 75% of its upcoming fall and winter months’ anticipated natural gas requirement for a period no greater than three years forward. At September 30, 2011 and December 31, 2010, the Company had no derivatives outstanding related to natural gas purchases.

Interest Rate Swap Contracts

     The Company’s profitability and cash flows are affected by changes in interest rates, specifically LIBOR and prime rates. The primary purpose of the Company’s interest rate risk management activities is to hedge its exposure to changes in interest rates. Historically, the Company’s policy has been to enter into interest rate swap agreements to hedge up to 75% of its interest rate risk related to variable rate debt. With the issuances of the 2019 Notes, which constitute fixed rate debt, the Company does not expect to enter into additional hedges to fix its interest rates.

     During 2010, the Company entered into forward swap contracts to manage interest rate risk related to a portion of its then existing variable rate senior secured first lien term loan. The Company hedged the future interest payments related to $100,000 of the total outstanding term loan indebtedness for the period from February 15, 2011 to February 15, 2012 pursuant to these forward swap contracts. These swap contracts were designated as cash flow hedges of the future payments of interest with three-month LIBOR fixed at an average rate during the hedge period of 2.03%. Due to the repayment of the variable rate senior secured first lien term loan in April 2011 with proceeds from the issuance of the 2019 Notes, the interest rate swap contract was discontinued as a cash flow hedge for the future payment of interest.

     In 2009, the Company hedged the future interest payments related to $200,000 of its total outstanding term loan indebtedness for the period from February 15, 2010 to February 15, 2011. This swap contract was designated as a cash flow hedge of the future payment of interest with three-month LIBOR fixed at an average rate during the hedge period of 0.94%. The cash flow hedge settled during the first quarter of 2011.

     In 2008, the Company entered into a forward swap contract to manage interest rate risk related to a portion of its then existing variable rate senior secured first lien term loan which closed January 3, 2008. The Company hedged the future interest payments related to $50,000 of the total outstanding term loan indebtedness in 2010, pursuant to this forward swap contract. This swap contract was designated as a cash flow hedge of the future payment of interest with three-month LIBOR fixed at 3.66% per annum in 2010 and the first quarter of 2011. The cash flow hedge settled during the first quarter of 2011.

     In 2006, the Company entered into a forward swap contract to manage interest rate risk related to a portion of its then existing variable rate senior secured first lien term loan. Due to the repayment of $19,000 of the outstanding balance of the Company’s then existing term loan facility in August 2007 and subsequent refinancing of the remaining term loan balance, this swap contract was not designated as a cash flow hedge of the future payment of interest. The entire change in the fair value of this interest rate swap is recorded to unrealized loss on derivative instruments in the unaudited condensed consolidated statements of operations. In the first quarter of 2008, the Company fixed its unrealized loss on this interest rate swap derivative instrument by entering into an offsetting interest rate swap expiring December 2012, which is not designated as a cash flow hedge.

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Unit-Based Compensation and Distributions

9 Months Ended

Sep. 30, 2011

Unit-Based Compensation and Distributions [Abstract]

Unit-Based Compensation and Distributions

12. Unit-Based Compensation and Distributions

     A summary of the Company’s nonvested phantom units as of September 30, 2011 and the changes during the nine months ended September 30, 2011 is presented below:

				Weighted Average
				Grant Date
Nonvested Phantom Units	Grant			Fair Value
Nonvested at December 31, 2010		105,492		$	17.68
Granted		55,355			21.31
Vested		(57,482	)		19.78
Forfeited		—			—
Nonvested at September 30, 2011		103,365		$	18.45

     For the three months ended September 30, 2011 and 2010, compensation expense of $662 and $151, respectively, was recognized in the unaudited condensed consolidated statements of operations related to vested phantom unit grants. For the nine months ended September 30, 2011 and 2010, compensation expense of $1,944 and $443, respectively, was recognized in the unaudited condensed consolidated statements of operations related to vested phantom unit grants. As of September 30, 2011 and 2010, there was a total of $1,907 and $928, respectively, of unrecognized compensation costs related to nonvested phantom unit grants. These costs are expected to be recognized over a weighted-average period of approximately three years.

     The Company’s distribution policy is as defined in its partnership agreement. For the three months ended September 30, 2011 and 2010, the Company made distributions of $20,124 and $16,391, respectively, to its partners. For the nine months ended September 30, 2011 and 2010, the Company made distributions of $56,382 and $49,179, respectively, to its partners.

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Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2011

Fair Value of Financial Instruments and Fair Value Measurements [Abstract]

Fair Value of Financial Instruments

8. Fair Value of Financial Instruments

     The Company’s financial instruments, which require fair value disclosure, consist primarily of cash and cash equivalents, accounts receivable, financial derivatives, accounts payable and indebtedness. The carrying values of cash and cash equivalents, accounts receivable and accounts payable are considered to be representative of their respective fair values, due to the short maturity of these instruments. Derivative instruments are reported in the accompanying unaudited condensed consolidated financial statements at fair value. The fair value of the Company’s 2019 Notes issued in April 2011 and the 2019 Notes issued in September 2011 were $384,000 and $192,000, respectively at September 30, 2011, using quoted market prices. The fair value of the Company’s term loan was $355,445 at December 31, 2010, using quoted market prices. The carrying values of borrowings under the Company’s revolving credit facility were $56,000 and $10,832 at September, 2011 and December 31, 2010, respectively, and approximate their fair values.

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Long-Term Debt

9 Months Ended

Sep. 30, 2011

Long-Term Debt [Abstract]

Long-Term Debt

6. Long-Term Debt

     Long-term debt consisted of the following:

	September 30,			December 31,
	2011			2010
Borrowings under senior secured first lien term loan with third-party lenders, extinguished in 2011	$	—		$	367,385
Borrowings under senior secured revolving credit agreement with third-party lenders, amended and restated in June 2011		—			10,832
Borrowings under amended and restated senior secured revolving credit agreement with third-party lenders, interest at prime plus 1.25% (4.50% at September 30, 2011), interest payments monthly, borrowings due June 2016		56,000			—
Borrowings under 2019 Notes, interest at a fixed rate of 9.375% at September 30, 2011, interest payments semiannually, borrowings due May 2019, effective interest rate of 9.74% for the three months ended September 30, 2011		600,000			—
Capital lease obligations, at various interest rates, interest and principal payments quarterly through November 2013		1,042			1,781
Less unamortized discount on senior secured first lien term loan with third-party lenders, extinguished in 2011		—			(10,723	)
Less unamortized discount on 2019 Notes issued in September 2011		(14,000	)		—
Total long-term debt		643,042			369,275
Less current portion of long-term debt		749			4,844
	$	642,293		$	364,431

     During the three months ended June 30, 2011, the Company restructured the majority of its outstanding long-term debt. The Company issued and sold $400,000 in aggregate principal amount 9 3/8% senior notes due May 1, 2019 (the “2019 Notes issued in April 2011”), amended its then current senior secured revolving credit agreement to allow for the issuance of the 2019 Notes, and used the majority of the proceeds from the 2019 Notes to repay borrowings under, and subsequently extinguish, the senior secured first lien term loan. The Company also amended certain of its master derivative contracts and entered into a collateral sharing agreement with its hedging counterparties. Further, the Company amended and restated its revolving credit agreement to increase the credit facility from $375,000 to $550,000, as well as amend covenants and contractual terms. Each of these activities is discussed in further detail in the following paragraphs.

     During the three months ended September 30, 2011, in connection with the Superior Acquisition, the Company issued and sold $200,000 in aggregate principal amount 9 3/8% senior notes due May 1, 2019 (the “2019 Notes issued in September 2011” and, together with the 2019 Notes issued in April 2011, the “2019 Notes”), amended the collateral sharing agreement with its hedging counterparties to limit the extent to which forward purchase contracts for physical commodities would be covered by, and secured under, such agreement and increased the revolving credit facility from $550,000 to $850,000, subject to borrowing base limitations. A portion of the purchase price of the Superior Acquisition was financed with the issuance and sale of the 2019 Notes issued in September 2011 together with borrowings under the Company’s revolving credit facility. Each of these activities is discussed in further detail in the following paragraphs.

9 3/8% Senior Notes

     On April 21, 2011, in connection with the restructuring of the majority of its outstanding long-term debt, the Company issued and sold $400,000 aggregate principal amount of the 2019 Notes issued in April 2011 in a private placement pursuant to Rule 144A under the Securities Act to eligible purchasers at par. The 2019 Notes issued in April 2011 were resold to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act. The Company received proceeds of $389,037 net of underwriters’ fees and expenses, which the Company used to repay in full borrowings outstanding under its existing senior secured first lien term loan facility, as well as all accrued interest and fees, and for general partnership purposes.

     On September 19, 2011, in connection with the Superior Acquisition, the Company issued and sold $200,000 in aggregate principal amount of 2019 Notes issued in September 2011 in a private placement pursuant to Rule 144A under the Securities Act to eligible purchasers at a discounted price of 93 percent of par. The 2019 Notes issued in September 2011 were resold to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act. The Company received proceeds of $180,348 net of discount, underwriters’ fees and expenses, which the Company used to fund a portion of the purchase price of the Superior Acquisition. Because the terms of the 2019 Notes issued in September 2011 are substantially identical to the terms of the 2019 Notes issued in April 2011, in this Quarterly Report, the Company collectively refers to the 2019 Notes issued in April 2011 and the 2019 Notes issued in September 2011 as the “2019 Notes.”

     Interest on the 2019 Notes will be paid semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2011. The 2019 Notes will mature on May 1, 2019, unless redeemed prior to maturity. The 2019 Notes are guaranteed on a senior unsecured basis by all of the Company’s operating subsidiaries and certain of the Company’s future operating subsidiaries.

     At any time prior to May 1, 2014, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2019 Notes with the net proceeds of a public or private equity offering at a redemption price of 109.375% of the principal amount, plus any accrued and unpaid interest to the date of redemption, provided that: (1) at least 65% of the aggregate principal amount of 2019 Notes issued remains outstanding immediately after the occurrence of such redemption and (2) the redemption occurs within 120 days of the date of the closing of such public or private equity offering.

     On and after May 1, 2015, the Company may on any one or more occasions redeem all or a part of the 2019 Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus any accrued and unpaid interest to the applicable redemption date on such 2019 Notes, if redeemed during the twelve-month period beginning on May 1 of the years indicated below:

Year	Percentage
2015		104.688	%
2016		102.344	%
2017 and at any time thereafter		100.000	%

     Prior to May 1, 2015, the Company may on any one or more occasions redeem all or part of the 2019 Notes at a redemption price equal to the sum of: (1) the principal amount thereof, plus (2) a make-whole premium (as set forth in the indentures governing the 2019 Notes) at the redemption date, plus any accrued and unpaid interest to the applicable redemption date.

     The indentures governing the 2019 Notes contain covenants that, among other things, restrict the Company’s ability and the ability of certain of the Company’s subsidiaries to: (i) sell assets; (ii) pay distributions on, redeem or repurchase the Company’s common units or redeem or repurchase its subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue preferred units; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from the Company’s restricted subsidiaries to the Company; (vii) consolidate, merge or transfer all or substantially all of the Company’s assets; (viii) engage in transactions with affiliates and (ix) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. At any time when the 2019 Notes are rated investment grade by either of Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services and no Default or Event of Default, each as defined in the indentures governing the 2019 Notes, has occurred and is continuing, many of these covenants will be suspended.

     Upon the occurrence of certain change of control events, each holder of the 2019 Notes will have the right to require that the Company repurchase all or a portion of such holder’s 2019 Notes in cash at a purchase price equal to 101% of the principal amount thereof, plus any accrued and unpaid interest to the date of repurchase.

     In connection with the 2019 Notes offering on April 21, 2011, the Company’s then current senior secured revolving credit facility was amended on April 15, 2011, to among other things, (i) permit the issuance of the 2019 Notes issued in April 2011; (ii) upon consummation of the issuance of the 2019 Notes issued in April 2011 and the termination of the senior secured first lien credit facility, release the revolving credit facility lenders’ second priority lien on the collateral securing the senior secured first lien credit facility and (iii) change the interest rate pricing on the revolving credit facility.

Registration Rights Agreements

     On April 21, 2011 and September 19, 2011, in connection with the issuances and sales of the 2019 Notes, the Company entered into registration rights agreements with the initial purchasers of the 2019 Notes obligating the Company to use reasonable best efforts to file an exchange registration statement with the SEC so that holders of the 2019 Notes can offer to exchange the 2019 Notes for registered notes having substantially the same terms as the 2019 Notes and evidencing the same indebtedness as the 2019 Notes. The Company must use reasonable best efforts to cause the exchange offer registration statement to become effective by April 20, 2012 and remain effective until 180 days after the closing of the exchange. Additionally, the Company has agreed to commence the exchange offer promptly after the exchange offer registration statement is declared effective by the SEC and use reasonable best efforts to complete the exchange offer not later than 60 days after such effective date. Under certain circumstances, in lieu of a registered exchange offer, the Company must use reasonable best efforts to file a shelf registration statement for the resale of the 2019 Notes. If the Company fails to satisfy these obligations on a timely basis, the annual interest borne by the 2019 Notes will be increased by up to 1.0% per annum until the exchange offer is completed or the shelf registration statement is declared effective.

Senior Secured First Lien Credit Facility

     The Company’s $435,000 senior secured first lien credit facility (the “term loan facility”) included a $385,000 term loan and a $50,000 prefunded letter of credit facility to support crack spread hedging. The Company extinguished this facility on April 21, 2011 in connection with the issuance and sale of the 2019 Notes, as further discussed above. The term loan bore interest at a rate equal to (i) with respect to a LIBOR Loan, the LIBOR Rate (as defined in the senior secured first lien credit agreement) plus 400 basis points and (ii) with respect to a Base Rate Loan, the Base Rate (as defined in the senior secured first lien credit agreement) plus 300 basis points. At December 31, 2010, the term loan bore interest at 4.29%. Please refer to “Amendments to Master Derivative Contracts” below for information on termination of the $50,000 prefunded letter of credit to support crack spread hedging.

     Lenders under the term loan facility generally had a first priority lien on the Company’s fixed assets and a second priority lien on its cash, accounts receivable, inventory and certain other personal property. The term loan facility required quarterly principal payments of $963 through September 30, 2014, with the remaining balance due at maturity on January 3, 2015.

     On April 21, 2011, the Company used approximately $369,486 of the net proceeds from the issuance and sale of the 2019 Notes issued in April 2011 to repay in full its term loan, as well as accrued interest and fees, and terminated the entire senior secured first lien credit facility, including the term loan and a $50,000 prefunded letter of credit to support crack spread hedging. The Company did not incur any material early termination penalties in connection with its termination of the senior secured first lien credit facility. Further, in the second quarter of 2011 the Company recorded approximately $15,130 of extinguishment charges related to the write off of the unamortized debt issuance costs and the unamortized discount associated with the term loan.

Amendments to Master Derivative Contracts

     In connection with the termination of the term loan facility and the amendment of the senior secured revolving credit facility, on April 21, 2011, the Company entered into amendments to certain of the Company’s master derivatives contracts (“Amendments”) to provide new credit support arrangements to secure the Company’s payment obligations under these contracts following the termination of the term loan facility and the amendment and restatement of the senior secured revolving credit facility. Under the new credit support arrangements, the Company’s payment obligations under all of the Company’s master derivatives contracts for commodity hedging generally are secured by a first priority lien on the Company’s real property, plant and equipment, fixtures, intellectual property, certain financial assets, certain investment property, commercial tort claims, chattel paper, documents, instruments and proceeds of the foregoing (including proceeds of hedge arrangements). The Company also issued to one counterparty a $25,000 standby letter of credit under the revolving credit facility to replace a prefunded $50,000 letter of credit previously issued under the senior secured first lien credit facility. In the event that such counterparty’s exposure to the Company exceeds $200,000, the Company will be required to post additional collateral support in the form of either cash or letters of credit with the counterparty to enter into additional crack spread hedges. The Company had no additional letters of credit or cash margin posted with any hedging party as of September 30, 2011. The Company’s master derivatives contracts and Collateral Trust Agreement continue to impose a number of covenant limitations on the Company’s operating and financing activities, including limitations on liens on collateral, limitations on dispositions of collateral and collateral maintenance and insurance requirements.

Collateral Trust Agreement

     In connection with the Amendments, on April 21, 2011, the Company entered into a collateral sharing agreement (the “Collateral Trust Agreement”) with each of its secured hedging counterparties and an administrative agent for the benefit of the secured hedging counterparties, which governs how the secured hedging counterparties will share collateral pledged as security for the payment obligations owed by the Company to the secured hedging counterparties under their respective master derivatives contracts. Subject to certain conditions set forth in the Collateral Trust Agreement, the Company has the ability to add secured hedging counterparties thereto.

     In connection with the closing of the Superior Acquisition, on September 30, 2011, the Company entered into an amendment (the “CTA Amendment”) to the Collateral Trust Agreement with each of its secured hedging counterparties and the administrative agent. The CTA Amendment modified the Collateral Trust Agreement so as to limit to $100,000 the extent to which forward purchase contracts for physical commodities would be covered by, and secured under, the Collateral Trust Agreement. The CTA Amendment also eliminated the credit rating requirement with respect to forward purchase contract counterparties on physical commodities.

Amended and Restated Senior Secured Revolving Credit Facility

     On June 24, 2011, the Company entered into an amended and restated senior secured revolving credit facility (the “revolving credit facility”), which increased the maximum availability of credit under the revolving credit facility from $375,000 to $550,000, subject to borrowing base limitations, and included a $300,000 incremental uncommitted expansion option. On September 30, 2011, in conjunction with the Superior Acquisition, the Company fully exercised the $300,000 expansion option to increase the maximum availability of credit under the revolving credit facility from $550,000 to $850,000, subject to borrowing base limitations. The revolving credit facility, which is the Company’s primary source of liquidity for cash needs in excess of cash generated from operations, matures in June 2016 and currently bears interest at a rate equal to prime plus a basis points margin or LIBOR plus a basis points margin, at the Company’s option. As of September 30, 2011, the margin was 125 basis points for prime and 250 basis points for LIBOR; however, the margin fluctuates quarterly based on the Company’s average availability for additional borrowings under the revolving credit agreement in the preceding calendar quarter as follows:

Quarterly Average	Margin on Base Rate			Margin on LIBOR
Availability Percentage	Revolving Loans			Revolving Loans
≥ 66%		1.00	%		2.25	%
≥ 33% and < 66%		1.25	%		2.50	%
< 33%		1.50	%		2.75	%

     The borrowing capacity at September 30, 2011 under the revolving credit facility was $535,450. As of September 30, 2011, the Company had outstanding borrowings under the revolving credit facility of $56,000, leaving $271,490 available for additional borrowings based on collateral and specified availability limitations. The lenders under the revolving credit facility have a first priority lien on the Company’s cash, accounts receivable, inventory and certain other personal property.

     The revolving credit facility contains various covenants that limit, among other things, the Company’s ability to: incur indebtedness; grant liens; dispose of certain assets; make certain acquisitions and investments; redeem or prepay other debt or make other restricted payments such as distributions to unitholders; enter into transactions with affiliates and enter into a merger, consolidation or sale of assets. Further, the revolving credit facility contains one springing financial covenant which provides that only if the Company’s availability under the revolving credit facility falls below the greater of (i) 12.5% of the lesser of (a) the Borrowing Base (as defined in the credit agreement) (without giving effect to the LC Reserve (as defined in the credit agreement)) and (b) the credit agreement commitments then in effect and (ii) $46,364, (as increased, upon the effectiveness of the increase in the maximum availability under the revolving credit facility, by the same percentage as the percentage increase in the revolving credit agreement commitments), then the Company will be required to maintain as of the end of each fiscal quarter a Fixed Charge Coverage Ratio (as defined in the credit agreement) of at least 1.0 to 1.0.

     As of September 30, 2011, maturities of the Company’s long-term debt are as follows:

Year	Maturity
2011	$	255
2012		551
2013		236
2014		—
2015		—
Thereafter		656,000
Total	$	657,042

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Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Investing activities
Superior Acquisition, including receivable from seller	$ 30,574	$ 0

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New Accounting Pronouncements

9 Months Ended

Sep. 30, 2011

New Accounting Pronouncements [Abstract]

New Accounting Pronouncements

2. New Accounting Pronouncements

     In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosures About Fair Value Measurements” (“ASU 2010-06”), which amends ASC No. 820, “Fair Value Measurements and Disclosures” to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements. ASU 2010-06 also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. ASU 2010-06 is effective for the first reporting period (including interim periods) beginning after December 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances and settlements on a gross basis, which is effective for fiscal years (including interim periods) beginning after December 15, 2010. Effective January 1, 2010, the Company adopted ASU 2010-06 standard relating to disclosures about transfers in and out of Level 1 and 2 and the inputs and valuation techniques used to measure fair value. Effective January 1, 2011, the Company adopted ASU 2010-06 standard relating to the requirement to provide the Level 3 activity of purchases, sales, issuances and settlements on a gross basis. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial position, results of operations or cash flows.

     In May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS” (“ASU 2011-04”). ASU 2011-04 is intended to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments are of two types: (i) those that clarify the Board’s intent about the application of existing fair value measurement and disclosure requirements and (ii) those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. ASU 2011-04 is effective for the first reporting period (including interim periods) beginning after December 15, 2011. The Company is in process of evaluating the impact of the adoption of ASU 2011-04 on the Company’s financial statements.

     In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”) which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of partners’ capital. Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after December 15, 2011 with early adoption permitted. The adoption of ASU 2011-05 will not have an impact on the Company’s consolidated financial position, results of operations or cash flows as it only requires a change in the format of the current presentation.

     In September 2011, the FASB issued ASU No. 2011-09, “Intangibles — Goodwill and Other (Topic 360): Testing Goodwill for Impairment,” (“ASU 2011-09”). ASU 2011-09 allows companies to have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If after considering the totality of events and circumstances an entity determines it is not more likely than not that the fair value of a reporting unit less than its carrying amount, then performing the two-step impairment test is unnecessary. ASU 2011-09 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, however, early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011. The Company will early adopt the new authoritative guidance in the fourth quarter of 2011 in connection with its annual impairment test.

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Superior Acquisition

9 Months Ended

Sep. 30, 2011

Superior Acquisition [Abstract]

Superior Acquisition

3. Superior Acquisition

     On September 30, 2011, the Company completed the acquisition of the Superior, Wisconsin refinery and associated operating assets and inventories and related business of Murphy Oil Corporation (“Murphy Oil”) for aggregate consideration of approximately $411,052 excluding certain customary post-closing purchase price adjustments (“Superior Acquisition”). The Superior Acquisition was financed by a combination of (i) net proceeds of $193,621 from the Company’s September 2011 public offering of common units, (ii) net proceeds of $180,348 from the Company’s September 2011 private placement of 9 3/8% senior notes due May 1, 2019 and (iii) borrowings under the revolving credit facility. The Company acquired the following (collectively, the “Superior Business”):

• Murphy Oil’s refinery located in Superior, Wisconsin and associated inventories;

• Superior’s wholesale marketing business and related assets, including certain owned or leased Murphy Oil product terminals located in Superior and Rhinelander, Wisconsin, Duluth and Crookston and Proctor, Minnesota and Toole, Utah and associated inventories and logistics assets located at each of the foregoing facilities; and

• Murphy Oil’s “SPUR” branded gasoline wholesale business and related assets.

     The Superior refinery produces gasoline, diesel, asphalt and specialty petroleum products that are marketed in the Midwest region of the U.S., including the surrounding border states, and Canada. The Superior wholesale business transports products produced at the Superior refinery through several Magellan pipeline terminals in Minnesota, Wisconsin, Iowa, North Dakota and South Dakota and through its own leased and owned product terminals located in Superior and Rhinelander, Wisconsin, Duluth, Crookston and Proctor, Minnesota and Toole, Utah. The Superior wholesale business also sells gasoline wholesale to SPUR branded gas stations, which are owned and operated by independent franchisees.

     The Company believes the Superior Acquisition provides greater scale, geographic diversity and development potential to the Company’s refining business, as the Company’s current total refining throughput capacity has increased by 50% to 135,000 barrels per day.

     As a result of the Superior Acquisition on September 30, 2011, the assets and liabilities previously held by Murphy Oil have been included in the Company’s condensed consolidated balance sheet, while the unaudited condensed consolidated statements of operations for the Company do not contain the results of the Superior Acquisition, as there were no related sales in the quarter ended September 30, 2011. In connection with the Superior Acquisition, the Company incurred acquisition costs during the third quarter of 2011 of approximately $2,072 which are reflected in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations.

     The Superior Acquisition purchase price allocation has not yet been finalized due to the timing of the closing of the acquisition. The final determination of fair value for certain assets and liabilities will be completed as soon as the information necessary to complete the analysis is obtained. The preliminary allocation of the aggregate purchase price is as follows:

	Allocation of
	Purchase Price
Inventories	$	189,609
Prepaid expenses and other current assets		713
Property, plant and equipment		238,705
Accrued salaries, wages and benefits		(775	)
Pension and postretirement benefit obligations		(17,200	)
Total purchase price	$	411,052

     The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the Superior Acquisition had taken place on January 1, 2010.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Sales	$	1,225,692	$	944,856	$	3,233,347	$	2,414,460
Net income	$	70,418	$	32,490	$	79,556	$	2,094
Limited partners’ interest net income per unit — basic and diluted	$	1.38	$	0.64	$	1.56	$	0.04

     The Company’s historical financial information was adjusted to give effect to the pro forma events that were directly attributable to the Superior Acquisition. This unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the pro forma events taken place on the dates indicated, or the future consolidated results of operations of the combined company.

     The unaudited pro forma financial information reflects interest expense as a result of the issuance of the 2019 Notes, amending and restating the revolving credit facility, additional borrowings under the revolving credit facility to fund a portion of the Superior Acquisition and the repayment of borrowings under the senior secured first lien term loan from the net proceeds of the 2019 Notes issued in April 2011. Additionally, the unaudited pro forma financial information reflects adjustments to depreciation expense as a result of the addition of fixed assets related to the Superior Acquisition at their estimated fair value, as well as adjustments to eliminate Superior’s income tax expense.

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Comprehensive Income (Loss)

9 Months Ended

Sep. 30, 2011

Partners' Capital and Comprehensive Income (Loss) [Abstract]

Comprehensive Loss

11. Comprehensive Income (Loss)

     Comprehensive income (loss) for the Company includes the change in fair value of cash flow hedges and the minimum pension liability adjustment that have not been recognized in net income. Comprehensive income (loss) for the three and nine months ended September 30, 2011 and 2010 was as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Net income	$	19,614		$	21,221		$	16,164		$	7,247
Cash flow hedge (gain) loss reclassified to net income		34,350			(3,952	)		81,294			(11,473	)
Change in fair value of cash flow hedges		(37,762	)		(9,156	)		(180,537	)		(20,080	)
Defined benefit pension and retiree health benefit plans		61			59			183			523
Total comprehensive income (loss)	$	16,263		$	8,172		$	(82,896	)	$	(23,783	)

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Inventories

9 Months Ended

Sep. 30, 2011

Inventories [Abstract]

Inventories

4. Inventories

     The cost of inventories is determined using the last-in, first-out (LIFO) method. Costs include crude oil and other feedstocks, labor, processing costs and refining overhead costs. Inventories are valued at the lower of cost or market value.

     Inventories consist of the following, including estimated inventories of approximately $189,609 as of September 30, 2011, related to the Superior Acquisition:

	September 30,		December 31,
	2011		2010
Raw materials	$	120,150	$	12,885
Work in process		89,494		49,006
Finished goods		236,862		85,219
	$	446,506	$	147,110

     The replacement cost of these inventories, based on current market values, would have been $75,712 and $55,855 higher as of September 30, 2011 and December 31, 2010, respectively. For the three and nine months ended September 30, 2010, the Company recorded $3,488 and $4,371, respectively, of gains in cost of sales in the unaudited condensed consolidated statements of operations due to the liquidation of lower cost inventory layers. No gains from the liquidation of lower cost inventory layers have been recorded in 2011.

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Transactions with Related Parties

9 Months Ended

Sep. 30, 2011

Transactions with Related Parties [Abstract]

Transactions with Related Parties

14. Transactions with Related Parties

     On March 24, 2011, Calumet Lubricants Co., Limited Partnership (“Calumet Lubricants”), a wholly owned subsidiary of the Company, entered into Amendment No. 5 (the “Princeton Amendment”) to that certain Crude Oil Supply Agreement, effective as of April 30, 2008 (as amended since such date, the “Princeton Crude Oil Supply Agreement”), by and between Calumet Lubricants and Legacy Resources Co., L.P. (“Legacy”), under which Legacy supplied the Company’s Princeton refinery with all of the refinery’s crude oil requirements on a just-in-time basis. The Princeton Amendment, effective as of March 1, 2011, modified the market-based pricing mechanism established in the Princeton Crude Oil Supply Agreement and shortened the termination notice period set forth in the Princeton Crude Oil Supply Agreement from approximately 90 days to approximately 60 days. Concurrent with entering into the Princeton Amendment, on March 24, 2011, Calumet Lubricants provided notice to Legacy that it was exercising its contractual rights under the Princeton Crude Oil Supply Agreement, as amended by the Princeton Amendment, to terminate the Princeton Crude Oil Supply Agreement on May 31, 2011. The Company did not incur any material early termination penalties in connection with its termination of the Princeton Crude Oil Supply Agreement.

     On March 24, 2011, Calumet Shreveport Fuels, LLC (“Calumet Shreveport Fuels”), a wholly owned subsidiary of the Company, entered into Amendment No. 5 (the “Shreveport Amendment”) to that certain Crude Oil Supply Agreement, effective as of September 1, 2009 (as amended since such date, the “Shreveport Crude Oil Supply Agreement”), by and between Calumet Shreveport Fuels and Legacy, under which Legacy supplies the Company’s Shreveport refinery with a portion of the refinery’s crude oil requirements on a just-in-time basis. The Shreveport Amendment, effective as of March 1, 2011, modified the market-based pricing mechanism established in the Shreveport Crude Oil Supply Agreement and shortened the termination notice period set forth in the Shreveport Crude Oil Supply Agreement from approximately 90 days to approximately 60 days. Concurrent with entering into the Shreveport Amendment, on March 24, 2011, Calumet Shreveport Fuels provided notice to Legacy that it was exercising its contractual rights under the Shreveport Crude Oil Supply Agreement, as amended by the Shreveport Amendment, to terminate the Shreveport Crude Oil Supply Agreement on May 31, 2011. The Company did not incur any material early termination penalties in connection with its termination of the Shreveport Crude Oil Supply Agreement.

     With the termination of the agreements, the Company has one remaining crude oil supply agreement with Legacy, the Master Crude Oil Purchase and Sale Agreement, that was entered into on January 26, 2009. No crude oil is currently being purchased by the Company under this agreement.

     Legacy is owned in part by three of the Company’s limited partners, an affiliate of the Company’s general partner, the Company’s chief executive officer and vice chairman, F. William Grube, and the Company’s president and chief operating officer, Jennifer G. Straumins. During the three and nine months ended September 30, 2011, the Company had crude oil purchases of $285 and $241,572, respectively, from Legacy. Accounts payable to Legacy at September 30, 2011 were $97.

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Operating activities
Net income	$ 16,164	$ 7,247
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	43,644	44,410
Amortization of turnaround costs	8,288	6,639
Non-cash interest expense	2,363	2,879
Non-cash debt extinguishment costs	14,401
Provision for doubtful accounts	255	74
Unrealized loss on derivative instruments	23,876	13,835
Other non-cash activities	1,830	1,467
Changes in assets and liabilities:
Accounts receivable	(44,714)	(42,004)
Inventories	(109,787)	(12,964)
Prepaid expenses and other current assets	(1,926)	(1,103)
Derivative activity	4,928	849
Turnaround costs	(8,849)	(9,041)
Other assets	(197)
Deposits	(426)	4,767
Accounts payable	54,916	68,995
Accrued salaries, wages and benefits	2,917	(419)
Taxes payable	1,676	769
Other liabilities	(9,082)	1,492
Pension and postretirement benefit obligations	(836)	(190)
Net cash provided by (used in) operating activities	(559)	87,702
Investing activities
Additions to property, plant and equipment	(30,667)	(27,310)
Proceeds from insurance recoveries - equipment	1,942
Proceeds from sale of equipment	219	201
Superior Acquisition, including a $30,574 receivable from seller	(441,626)
Net cash used in investing activities	(470,132)	(27,109)
Financing activities
Proceeds from borrowings - revolving credit facility	1,152,898	745,722
Repayments of borrowings - revolving credit facility	(1,107,730)	(753,749)
Repayments of borrowings - term loan credit facility	(367,385)	(2,888)
Payments on capital lease obligations	(802)	(1,023)
Proceeds from issuances of common units, net	281,870	793
Proceeds from 2019 senior notes offerings	586,000
Debt issuance costs	(23,140)
Contribution from Calumet GP, LLC	6,011	18
Common units repurchased for vested phantom unit grants	(620)	(248)
Distributions to partners	(56,382)	(49,179)
Net cash provided by (used in) financing activities	470,720	(60,554)
Net increase in cash and cash equivalents	29	39
Cash and cash equivalents at beginning of period	37	49
Cash and cash equivalents at end of period	66	88
Supplemental disclosure of cash flow information
Interest paid	13,381	19,635
Income taxes paid	$ 548	$ 138

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Segments and Related Information

9 Months Ended

Sep. 30, 2011

Segments and Related Information [Abstract]

Segments and Related Information

15. Segments and Related Information

a. Segment Reporting

     The Company has two reportable segments: Specialty Products and Fuel Products. The Specialty Products segment produces a variety of lubricating oils, solvents, waxes and asphalt and other by-products. These products are sold to customers who purchase these products primarily as raw material components for basic automotive, industrial and consumer goods. The Fuel Products segment produces a variety of fuel and fuel-related products including gasoline, diesel and jet fuel. Because of their similar economic characteristics, certain operations have been aggregated for segment reporting purposes. As a result of the Superior Acquisition on September 30, 2011, the assets and liabilities from the Superior Acquisition have been included in the Company’s condensed consolidated balance sheets, while the unaudited condensed consolidated statements of operations for the Company do not contain the results of the Superior Acquisition, as there was no related revenue in the current period.

     The accounting policies of the segments are the same as those described in the summary of significant accounting policies except that the Company evaluates segment performance based on operating income (loss). The Company accounts for intersegment sales and transfers at cost plus a specified mark-up. Reportable segment information is as follows:

	Specialty		Fuel		Combined					Consolidated
Three Months Ended September 30, 2011	Products		Products		Segments		Eliminations			Total
Sales:
External customers	$	477,489	$	300,291	$	777,780	$	—		$	777,780
Intersegment sales		285,559		13,271		298,830		(298,830	)		—
Total sales	$	763,048	$	313,562	$	1,076,610	$	(298,830	)	$	777,780
Depreciation and amortization		17,930		—		17,930		—			17,930
Operating income		54,404		2,127		56,531		—			56,531
Reconciling items to net income:
Interest expense											(12,577	)
Loss on derivative instruments											(24,149	)
Other											45
Income tax expense											(236	)
Net income										$	19,614
Capital expenditures	$	10,032	$	—	$	10,032	$	—		$	10,032

	Specialty		Fuel			Combined					Consolidated
Three Months Ended September 30, 2010	Products		Products			Segments		Eliminations			Total
Sales:
External customers	$	386,051	$	209,222		$	595,273	$	—		$	595,273
Intersegment sales		200,728		7,286			208,014		(208,014	)		—
Total sales	$	586,779	$	216,508		$	803,287	$	(208,014	)	$	595,273
Depreciation and amortization		18,420		—			18,420		—			18,420
Operating income (loss)		31,126		(1,554	)		29,572		—			29,572
Reconciling items to net income:
Interest expense												(7,794	)
Loss on derivative instruments												(357	)
Other												(121	)
Income tax expense												(79	)
Net income											$	21,221
Capital expenditures	$	10,293	$	—		$	10,293	$	—		$	10,293

	Specialty		Fuel			Combined					Consolidated
Nine Months Ended September 30, 2011	Products		Products			Segments		Eliminations			Total
Sales:
External customers	$	1,341,005	$	775,785		$	2,116,790	$	—		$	2,116,790
Intersegment sales		792,987		32,178			825,165		(825,165	)		—
Total sales	$	2,133,992	$	807,963		$	2,941,955	$	(825,165	)	$	2,116,790
Depreciation and amortization		54,295		—			54,295		—			54,295
Operating income (loss)		106,359		(14,263	)		92,096		—			92,096
Reconciling items to net income:
Interest expense												(30,602	)
Debt extinguishment costs												(15,130	)
Loss on derivative instruments												(29,674	)
Other												148
Income tax expense												(674	)
Net income											$	16,164
Capital expenditures	$	30,667	$	—		$	30,667	$	—		$	30,667

	Specialty		Fuel		Combined					Consolidated
Nine Months Ended September 30, 2010	Products		Products		Segments		Eliminations			Total
Sales:
External customers	$	1,020,950	$	573,592	$	1,594,542	$	—		$	1,594,542
Intersegment sales		563,989		34,503		598,492		(598,492	)		—
Total sales	$	1,584,939	$	608,095	$	2,193,034	$	(598,492	)	$	1,594,542
Depreciation and amortization		53,928		—		53,928		—			53,928
Operating income		47,961		4,282		52,243		—			52,243
Reconciling items to net income:
Interest expense											(22,505	)
Loss on derivative instruments											(21,982	)
Other											(170	)
Income tax expense											(339	)
Net income										$	7,247
Capital expenditures	$	27,310	$	—	$	27,310	$	—		$	27,310

	September 30, 2011		December 31, 2010
Segment assets:
Specialty products	$	1,121,912	$	962,850
Fuel products		519,684		53,822
Total assets	$	1,641,596	$	1,016,672

b. Geographic Information

     International sales accounted for less than 10% of consolidated sales in each of the three months and nine months ended September 30, 2011 and 2010. All of the Company’s long-lived assets are domestically located.

c. Product Information

     The Company offers products primarily in five general categories consisting of lubricating oils, solvents, waxes, fuels and asphalt and by-products. Fuel products primarily consist of gasoline, diesel, jet fuel and by-products. The following table sets forth the major product category sales:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Specialty products:
Lubricating oils	$	262,175	$	214,926	$	717,674	$	555,328
Solvents		126,709		102,276		380,687		285,907
Waxes		38,908		34,089		107,089		88,698
Fuels		1,047		298		2,470		4,268
Asphalt and other by-products		48,650		34,462		133,085		86,749
Total	$	477,489	$	386,051	$	1,341,005	$	1,020,950
Fuel products:
Gasoline		132,286		73,550		355,519		225,720
Diesel		116,914		97,405		290,678		239,031
Jet fuel		47,190		34,998		114,650		100,378
By-products		3,901		3,269		14,938		8,463
Total	$	300,291	$	209,222	$	775,785	$	573,592
Consolidated sales	$	777,780	$	595,273	$	2,116,790	$	1,594,542

d. Major Customers

     During the three and nine months ended September 30, 2011 and 2010, the Company had no customer that represented 10% or greater of consolidated sales.

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Condensed Consolidated Statements of Partners' Capital (Unaudited) (USD $) In Thousands	Total	Accumulated Other Comprehensive Loss	General Partner	Limited Partners Common	Limited Partners Subordinated
Partners' Capital, Beginning Balance at Dec. 31, 2010	$ 398,279	$ (27,619)	$ 18,125	$ 390,843	$ 16,930
Distributions to partners	56,382		(1,126)	(49,115)	(6,141)
Subordinated unit conversion				10,789	(10,789)
Comprehensive loss:
Net income	16,164		363	15,801
Cash flow hedge loss reclassified to net income	81,294	81,294
Change in fair value of cash flow hedges	(180,537)	(180,537)
Defined benefit pension and retiree health benefit plans	183	183
Comprehensive loss	(82,896)
Issuances of common units, net	281,870			281,870
Contributions from Calumet GP, LLC	6,011		6,011
Units repurchased for phantom unit grants	(620)			(620)
Issuance of phantom units	717			717
Amortization of vested phantom units	1,944			1,944
Partners' Capital, Ending Balance at Sep. 30, 2011	$ 548,923	$ (126,679)	$ 23,373	$ 652,229	$ 0

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Fair Value Measurements

9 Months Ended

Sep. 30, 2011

Fair Value of Financial Instruments and Fair Value Measurements [Abstract]

Fair Value Measurements

9. Fair Value Measurements

     The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. In determining fair value, the Company uses various valuation techniques and prioritizes the use of observable inputs. The availability of observable inputs varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the instrument. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants and the valuation does not require significant management judgment. For other financial instruments, pricing inputs are less observable in the marketplace and may require management judgment.

     As of September 30, 2011, the Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis. These included the Company’s derivative instruments related to crude oil, gasoline, diesel, jet fuel and interest rates and investments associated with the Company’s non-contributory defined benefit plan (“Pension Plan”).

     The Company’s derivative instruments consist of over-the-counter (“OTC”) contracts, which are not traded on a public exchange. Substantially all of the Company’s derivative instruments are with counterparties that have long-term credit ratings of at least Baa1 and A by Moody’s and S&P, respectively. To estimate the fair values of the Company’s derivative instruments, the Company uses the market approach. Under this approach, the fair values of the Company’s derivative instruments for crude oil, gasoline, diesel, jet fuel and interest rates are determined primarily based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Generally, the Company obtains this data through surveying its counterparties and performing various analytical tests to validate the data. The Company determines the fair value of its crude oil option contracts utilizing a standard option pricing model based on inputs that can be derived from information available in publicly quoted markets, or are quoted by counterparties to these contracts. In situations where the Company obtains inputs via quotes from its counterparties, it verifies the reasonableness of these quotes via similar quotes from another counterparty as of each date for which financial statements are prepared. The Company also includes an adjustment for non-performance risk in the recognized measure of fair value of all of the Company’s derivative instruments. The adjustment reflects the full credit default spread (“CDS”) applied to a net exposure by counterparty. When the Company is in a net asset position, it uses its counterparty’s CDS, or a peer group’s estimated CDS when a CDS for the counterparty is not available. The Company uses its own peer group’s estimated CDS when it is in a net liability position. As a result of applying the applicable CDS, at September 30, 2011 and December 31, 2010, the Company’s liability was reduced by approximately $7,159 and $687, respectively. Based on the use of various unobservable inputs, principally non-performance risk and unobservable inputs in forward years for gasoline, jet fuel and diesel, the Company has categorized these derivative instruments as Level 3. The Company has consistently applied these valuation techniques in all periods presented and believes it has obtained the most accurate information available for the types of derivative instruments it holds.

     The Company’s investments associated with its Pension Plan primarily consist of (i) mutual funds that are publicly traded and (ii) a commingled fund. The mutual funds are publicly traded and market prices are readily available; thus, these investments are categorized as Level 1. The commingled fund is categorized as Level 2 because inputs used in its valuation are not quoted prices in active markets that are indirectly observable and is valued at the net asset value of shares held by the Pension Plan at quarter end.

     The Company’s assets and liabilities measured at fair value at September 30, 2011 were as follows:

	Fair Value Measurements - (b)
	Level 1		Level 2 (a)		Level 3			Total
Assets:
Cash and cash equivalents	$	66	$	—	$	—		$	66
Crude oil swaps		—		—		—			—
Gasoline swaps		—		—		—			—
Diesel swaps		—		—		—			—
Jet fuel swaps		—		—		—			—
Crude oil options		—		—		—			—
Jet fuel options		—		—		—			—
Pension plan investments		14,598		2,391		—			16,989
Total assets at fair value	$	14,664	$	2,391	$	—		$	17,055
Liabilities:
Crude oil swaps	$	—	$	—	$	(87,573	)	$	(87,573	)
Gasoline swaps		—		—		(2,150	)		(2,150	)
Diesel swaps		—		—		(14,131	)		(14,131	)
Jet fuel swaps		—		—		(55,322	)		(55,322	)
Crude oil options		—		—		—			—
Jet fuel options		—		—		—			—
Interest rate swaps		—		—		(1,685	)		(1,685	)
Pension plan investments		—		—		—			—
Total liabilities at fair value	$	—	$	—	$	(160,861	)	$	(160,861	)

(a)	Transferred from Level 1 to Level 2 in the first quarter of 2011 because of lack of observable market data in the underlying investments.
(b)	The table excludes the pension plan assets from the Superior Acquisition of $17,718. The final determination of the fair value for these assets will be completed as soon as the information necessary to complete the analysis is obtained.

     The Company’s financial assets and liabilities measured at fair value at December 31, 2010 were as follows:

	Fair Value Measurements
	Level 1		Level 2		Level 3			Total
Assets:
Cash and cash equivalents	$	37	$	—	$	—		$	37
Crude oil swaps		—		—		135,578			135,578
Gasoline swaps		—		—		—			—
Diesel swaps		—		—		—			—
Jet fuel swaps		—		—		—			—
Crude oil options		—		—		—			—
Jet fuel options		—		—		20			20
Pension plan investments		16,039		—		—			16,039
Total assets at fair value	$	16,076	$	—	$	135,598		$	151,674
Liabilities:
Crude oil swaps	$	—	$	—	$	—		$	—
Gasoline swaps		—		—		(14,149	)		(14,149	)
Diesel swaps		—		—		(53,744	)		(53,744	)
Jet fuel swaps		—		—		(96,556	)		(96,556	)
Crude oil options		—		—		—			—
Jet fuel options		—		—		—			—
Interest rate swaps		—		—		(3,963	)		(3,963	)
Pension plan investments		—		—		—			—
Total liabilities at fair value	$	—	$	—	$	(168,412	)	$	(168,412	)

     The table below sets forth a summary of net changes in fair value of the Company’s Level 3 financial assets and liabilities for the nine months ended September 30, 2011 and 2010:

	Nine Months Ended
	September 30,
	2011			2010
Fair value at January 1,	$	(32,814	)	$	26,138
Realized losses		5,798			8,147
Unrealized losses		(23,876	)		(13,835	)
Change in fair value of cash flow hedges		(180,537	)		(20,080	)
Settlements		70,568			(20,469	)
Transfers in (out) of Level 3		—			—
Fair value at September 30,	$	(160,861	)	$	(20,099	)
Total losses included in net loss attributable to changes in unrealized losses relating to financial assets and liabilities held as of September 30,	$	(23,876	)	$	(13,835	)

     All settlements from derivative instruments that are deemed “effective” and were designated as cash flow hedges are included in sales for gasoline, diesel and jet fuel derivatives, cost of sales for crude oil and natural gas derivatives, and interest expense for interest rate derivatives in the unaudited condensed consolidated financial statements of operations in the period that the hedged cash flow occurs. Any “ineffectiveness” associated with these derivative instruments are recorded in earnings immediately in unrealized loss on derivative instruments in the unaudited condensed consolidated statements of operations. All settlements from derivative instruments not designated as cash flow hedges are recorded in realized loss on derivative instruments in the unaudited condensed consolidated statements of operations. See Note 7 for further information on derivative instruments.

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Employee Benefit Plans

9 Months Ended

Sep. 30, 2011

Employee Benefit Plans [Abstract]

Employee Benefit Plans

13. Employee Benefit Plans

     The components of net periodic pension and other post retirement benefits cost for the three months ended September 30, 2011 and 2010 were as follows:

	For the Three Months Ended September 30,
	2011						2010
				Other Post						Other Post
	Pension			Retirement			Pension			Retirement
	Benefits			Employee Benefits			Benefits			Employee Benefits
Service cost	$	24		$	—		$	21		$	—
Interest cost		332			5			334			6
Expected return on assets		(264	)		—			(259	)		—
Amortization of net (gain) loss		71			(1	)		69			(1	)
Prior service cost		—			(8	)		—			(9	)
Net periodic benefit cost	$	163		$	(4	)	$	165		$	(4	)

     The components of net periodic pension and other post retirement benefits cost for the nine months ended September 30, 2011 and 2010 were as follows:

	For the Nine Months Ended September 30,
	2011						2010
				Other Post						Other Post
	Pension			Retirement			Pension			Retirement
	Benefits			Employee Benefits			Benefits			Employee Benefits
Service cost	$	73		$	—		$	63		$	—
Interest cost		998			14			1,002			18
Expected return on assets		(793	)		—			(776	)		—
Amortization of net (gain) loss		211			(2	)		206			(2	)
Prior service cost		—			(26	)		—			(27	)
Net periodic benefit cost	$	489		$	(14	)	$	495		$	(11	)

     During the three months ended September 30, 2011 and 2010, the Company made contributions of $374 and $337, respectively, to its non-contributory defined benefit plan (the “Pension Plan”). During the nine months ended September 30, 2011 and 2010, the Company made contributions of $1,310 and $337, respectively, and expects to make total contributions to its Pension Plan in 2011 of $1,918.

     At September 30, 2011, the Company’s investments associated with its Pension Plan primarily consist of (i) mutual funds that are publicly traded and (ii) a commingled fund. The mutual funds are publicly traded and market prices of the mutual funds are readily available; thus, these investments are categorized as Level 1. The commingled fund is categorized as Level 2 because inputs used in its valuation are not quoted prices in active markets that are indirectly observable and is valued at the net asset value of the shares held by the Pension Plan at quarter end. The Company’s Pension Plan assets measured at fair value at September 30, 2011 and December 31, 2010 were as follows:

	September 30, 2011				December 31, 2010
	Pension Benefits (a)				Pension Benefits
	Level 1		Level 2		Level 1		Level 2
Cash	$	3,903	$	—	$	347	$	—
Equity		3,567		—		7,784		—
Foreign equities		664		—		1,890		—
Commingled fund		—		2,391		—		—
Fixed income		6,464		—		6,018		—
	$	14,598	$	2,391	$	16,039	$	—

(a) The table excludes the pension plan assets from the Superior Acquisition of $17,718, for which the Company is awaiting final information.

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Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 66	$ 37
Accounts receivable:
Trade	198,888	157,185
Other	34,106	776
Total Accounts Receivable	232,994	157,961
Inventories	446,506	147,110
Prepaid expenses and other current assets	4,547	1,909
Deposits	2,520	2,094
Total current assets	686,633	309,111
Property, plant and equipment, net	843,111	612,433
Goodwill	48,335	48,335
Other intangible assets, net	24,423	29,666
Other noncurrent assets, net	39,094	17,127
Total assets	1,641,596	1,016,672
Current liabilities:
Accounts payable	232,589	146,730
Accounts payable - related party	1,488	27,985
Accrued salaries, wages and benefits	11,888	7,559
Taxes payable	8,850	7,174
Other current liabilities	7,544	16,605
Current portion of long-term debt	749	4,844
Derivative liabilities	160,861	32,814
Total current liabilities	423,969	243,711
Pension and postretirement benefit obligations	25,349	9,168
Other long-term liabilities	1,062	1,083
Long-term debt, less current portion	642,293	364,431
Total liabilities	1,092,673	618,393
Commitments and contingencies (Note 5)
Partners' capital:
Limited partners' interest (50,779,778 units and 35,279,778 units issued and outstanding at September 30, 2011 and December 31, 2010, respectively)	652,229	407,773
General partner's interest	23,373	18,125
Accumulated other comprehensive loss	(126,679)	(27,619)
Total partners' capital	548,923	398,279
Total liabilities and partners' capital	$ 1,641,596	$ 1,016,672