exv10w1







Exhibit 10.1




AMENDMENT NO. 2 TO CRUDE OIL SUPPLY AGREEMENT




     THIS AMENDMENT NO. 2 TO CRUDE OIL SUPPLY AGREEMENT (the “Amendment”), dated as of December 3,
2009 but effective as of November 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 term used in the Agreement is
deleted and replaced in their entirety with the following definitions:




“Average Purchase Price” means the difference of (i) the monthly average per barrel price
quoted for the first nearby month for West Texas Intermediate crude oil on the New York
Mercantile Exchange and (ii) $4.40 per barrel, or such other price as may be agreed by the
Parties in accordance with Section 5.



     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]





 









 








     IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above
written, but effective as of November 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 & CFO	 	 
	 
	 	 	 	 	 	 
	 	 	LEGACY RESOURCES CO., L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Legacy Acquisitions, Inc., its general
partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 /s/ Mark F. Smith	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Mark F. Smith	 	 
	 	 	Title: President