UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 2008 (March 14, 2008)
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
         
         
DELAWARE
(State or other jurisdiction
of incorporation) 		  000-51734
(Commission File Number) 		  37-1516132
(IRS Employer
Identification No.)
2780 Waterfront Pkwy E. Drive
Suite 200
Indianapolis, Indiana 46214
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (317) 328-5660
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 1.01 Entry into a Material Definitive Agreement
     On March 14, 2008, Calumet Shreveport Fuels, LLC (“Calumet”), a wholly-owned subsidiary of Calumet Specialty Products Partners, L.P. (the “Partnership”), entered into an Amended Crude Oil Sale Contract (the “Agreement”) with Plains Marketing, L.P. (“PMLP”). The Agreement replaces in its entirety the Crude Sales Contract dated as of October 18, 2004 between Calumet and PMLP. The Agreement is effective as of April 1, 2008 and has an initial term of three months. The term of the Agreement will be automatically extended month to month after the end of the initial term unless either party gives ninety (90) days written notice of non-renewal. The terms of the Agreement provide for delivery by PMLP of approximately 19,675 barrels per day of crude oil to the Calumet Shreveport Refinery, located in Shreveport, Louisiana. 18,000 barrels per day of crude oil are to be delivered by pipeline, with the remainder being delivered by truck.
     The foregoing description is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated into this Current Report on Form 8-K by reference.
Item 9.01 Financial Statements and Exhibits
     (d) Exhibits
     
Exhibit Number   Description
  10.1
  Amended Crude Oil Sales Contract dated as of March 14, 2008 between Calumet Shreveport Fuels, LLC and Plains Marketing, L.P.

 

 

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 hereunto duly authorized.
         
 
       
    CALUMET SPECIALTY PRODUCTS
    PARTNERS, L.P.
 
       
 
  By:   CALUMET GP, LLC,
 
      its General Partner
 
       
 
  By:   /s/ R. Patrick Murray, II
 
     
 
Name: R. Patrick Murray, II
 
      Title: Vice President, Chief Financial Officer and
 
      Secretary
March 20, 2008    

 

 

EXHIBIT INDEX
     
Exhibit Number   Description
10.1
  Amended Crude Oil Sales Contract dated as of March 14, 2008 between Calumet Shreveport Fuels, LLC and Plains Marketing, L.P.

 

 

Exhibit 10.1
Amended Crude Oil Sale Contract
     
CONTRACT NO.5689-1006   March 14, 2008
This contract by and between Plains Marketing, L.P. , (“PMLP”) , with an address of 333 Clay Street, Suite 1600 Houston, TX 77002 and Calumet Shreveport Fuels, LLC (“Calumet”) , with an address of 3333 Midway Avenue, Shreveport, LA 71109, covering the sale and delivery by PMLP and the purchase and receipt by “Calumet” of the hereinafter specified oil is entered into in accordance with the following terms and conditions:
     
1. TERM:
  The primary term shall be a period of 3 months from April 01, 2008 to July 01, 2008. The term shall be automatically extended for a Secondary Term month to month thereafter unless either party hereto upon gives notice of non-renewal not less than ninety (90) days advance written notice to the other party.
 
   
 
  The term shall be automatically extended for a Secondary Term month to month thereafter unless either party hereto upon gives notice of non-renewal not less than ninety (90) days advance written notice to the other party.
 
   
2. QUANTITY:
  Approximately 19,675 barrels per day of which 18,000 will be via Plains Pipeline LP, as nominated monthly by Calumet.
 
   
3. QUALITY AND CRUDE TYPE:
East Texas Type crude oil and condensate.
North Louisiana Type crude oil and condensate.
North Louisiana Sour Type Crude oil.  
 
   
4. DELIVERY:
  Shall be made as crude enters directly into the following designated facilities:

1) Calumet Shreveport Refinery located in Shreveport, LA via Plains Pipeline L.P.

2) Calumet Shreveport Refinery located in Shreveport, LA via Plains designated trucks.
 
   
5. PRICE:
  For the crude oil sold and delivered hereunder Calumet agrees to pay PMLP a price per barrel which shall be calculated as follows:
 
   
 
 
a.     Conoco’s West Texas Intermediate Crude Oil Posting deemed at 40.0° API gravity based on equal daily quantities during the calendar month in which deliveries occur.

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b.   To the number determined in the foregoing subparagraph {a.}, add the average of the daily quotes for Argus Weighted Daily Average Posting Plus for the month of delivery in Petroleum Argus “Americas Crude Assessments” based on pricing assessed for the days the U.S. Crude Oil Market is open (weekends and U.S. holidays excluded) during the period beginning with the 26th day of the month that is two months prior to the month of delivery through and including the 25th day of the month that is immediately prior to the month of delivery, provided, however, that if the first day of the period falls on a day on which the U.S. Crude Oil Market is closed, the period shall begin on the first trading day thereafter, and if the last day of the period falls on a day on which the U.S. Crude Oil Market is closed, the period shall end on the last trading day prior thereto. The number determined pursuant to this subparagraph shall be the base price per barrel of crude oil.
 
   
 
 
c.   To the base price determined in (a & b.) above, for:
1) Crude/Condensate to the Shreveport Refinery via Plains Pipeline add $0.95.
2) Crude/Condensate to Shreveport Refinery via Truck add $0.25.
3) North Louisiana Sour to Shreveport Refinery via Truck less $-1.25 per barrel.
 
   
6. PAYMENT:
 
      Calumet Shreveport agrees to pay Plains:
 
   
 
 
      1) Bi-Monthly actual Settlements: On or before close of business on the 1 st and 15 th of the month Calumet will wire transfer funds to Plains for all net barrels metered and sold to Calumet Shreveport during the previous ( 1 / 2 ) half month time frame. The amount per barrel to be paid in the Bi-monthly settlement shall be the Conoco West Texas Intermediate month-to-date average crude oil posting deemed 40 ° API plus Argus Weighted Daily average posting for the trading month of delivery (excluding weekends and U.S. holidays) plus a location differential as shown in paragraph 5 herein.
 
   
 
 
      2) Upon receipt of monthly settlement invoices, final monthly net payment shall be made by wire transfer of funds on or about the twentieth (20th) day of the month following the month of delivery. Wire transfer funds to Plains per the wire instructions shown on Plains’   settlement invoices.
ConocoPhillips’s General Provisions dated January 01, 1993 are incorporated herein by reference and made a part hereof. To the extent of any conflict between the provisions herein and the General Provisions, the provisions herein shall govern.
All invoices and notices given pursuant to this agreement shall be in writing, telex or faxed and shall be deemed delivered when received by the other party at the address specified below:

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Notices and all other correspondence to PMLP shall be mailed or faxed as follows:
 
   
 
  Plains Marketing L.P.
12700 Hillcrest Road, Suite 158
Dallas, Texas 75230
Phone: (972) 991-7544
Fax: (972) 991-7547
 
   
Invoices shall be mailed or faxed to PMLP as follows:
 
   
 
  Plains Marketing L.P.
333 Clay Street Suite 1600
Houston, Texas 77002
Phone: (713) 646-4100
Fax: (713) 646-4114
 
   
Notices and all other correspondence to Calumet shall be mailed or faxed as follows
 
   
 
  Calumet Shreveport Fuels, LLC
3333 Midway Avenue, Shreveport
Shreveport, LA 71109
Phone:(318) 949-2421
Fax:(     ) -
                     
Plains Marketing, L.P.
By Plains Marketing GP Inc. Its General Partner 		      Calumet Shreveport Fuels, LLC    
 
                   
Agreed to and accepted this 14th day of March, 2008.       Agreed to and accepted this 14th day of March, 2008.    
 
                   
By:
Name:
  /s/ Keith D. Halloran
 
Keith D. Halloran 		      By:
Name: 		  /s/ Robert M. Mills
 
Robert M. Mills 		   
Title:
  Director, East Texas and North Louisiana Region and Attorney in Fact       Title:   Vice President, Crude Oil Supply    
 
                   
mlb
Log No.: 		               

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