exv10w1






Exhibit 10.1




AMENDMENT NO. 1 TO CRUDE OIL SUPPLY AGREEMENT




     THIS AMENDMENT NO. 1 TO CRUDE OIL SUPPLY AGREEMENT (the “Amendment”), dated as of September
30, 2009 but effective as of September 1, 2009 (the “Amendment Effective Date”), is made by and
between CALUMET SHREVEPORT FUELS, LLC, an Indiana limited liability company (“Customer”), and
LEGACY RESOURCES CO., L.P., an Indiana limited partnership (“Supplier”). Each of Customer and
Supplier is sometimes referred to hereinafter individually as a “Party” and they are collectively
referred to as the “Parties.”



RECITALS




     WHEREAS, Customer owns and operates a refinery in Shreveport, Louisiana (the “Refinery”) for
the processing and refining of crude oil into specialty lubricating oils and other refined
products;



     WHEREAS, Supplier is able to obtain certain commodities, including crude oil, from various
supply sources; and



     WHEREAS, the Parties entered into that certain Crude Oil Supply Agreement (the “Agreement”)
dated as of September 1, 2009, whereby Customer agreed to purchase from Supplier, and Supplier
agreed to sell and supply to Customer, crude oil on a just in time basis in order to meet the
inventory requirements of the Refinery.



     WHEREAS, pursuant to Section 23 of the Agreement, the Parties desire to amend certain
provisions of the Agreement as of the Amendment Effective Date.



AMENDMENT TO AGREEMENT




     NOW, THEREFORE, in consideration of the foregoing recitals and the agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties, intending to be legally bound, do hereby agree to amend the
Agreement as of the Amendment Effective Date as follows:



     1. Defined Terms. The definitions of the following capitalized terms used in the
Agreement are deleted and replaced in their entirety with the following definitions:




     “Brown Station Tanks” means Customer’s storage tanks located at Brown Station,
Louisiana, which tanks are more specifically identified by serial number on Amendment
No. 1 Exhibit B attached hereto.




     ”Site Tanks” means Customer’s storage tanks located at the site of the Refinery, which
tanks are more specifically identified by serial number on Amendment No. 1 Exhibit B
attached hereto.



     2. All other terms and conditions of the Agreement are unchanged and remain in full force and
effect as of the Amendment Effective Date.



[Signature Page Follows]




Calumet Shreveport Legacy Crude Oil Supply Agreement

Amendment No. 1 Execution Copy






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     IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above
written, but effective as of September 1, 2009.



	 	 	 	 	 
	 	CALUMET SHREVEPORT FUELS, LLC

 	 
	 	By:  	Calumet Shreveport, LLC, its sole member
 	 
	 
	 	 	 
	 	By:  	                                                      Calumet Lubricants Co., L.P., its sole member
 	 
	 
	 	 	 
	 	By:  	     Calumet LP GP, LLC, its general partner
 	 
	 
	 	 	 
	 	By:  	                                                     Calumet Operating, LLC, its sole member
 	 
	 
	 	 	 
	 	By:  	                                                     Calumet Specialty Products Partners, L.P., its sole member
 	 
	 
	 	 	 
	 	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 	 
	 
	 	LEGACY RESOURCES CO., L.P.

 	 
	 	By:  	Legacy Acquisitions, Inc., its general partner
 	 
	 
	 	 	 
	 	By:  	                                                     /s/ Mark F. Smith
 	 
	 	 	Name:  	Mark F. Smith 	 
	 	 	Title:  	President 	 



56









 






	 	 	 	 	 



AMENDMENT NO. 1 EXHIBIT B




Site Tanks located at Customer’s Shreveport, LA refinery:





	 	1.	 	Tank 60
	 
	 	2.	 	Tank 175





Storage Tanks located at Brown Station, LA:





	 	1.	 	Tank 209
	 
	 	2.	 	Tank 210
	 
	 	3.	 	Tank 211