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 November 25,
2008 but effective as of October 1, 2008 (the “Amendment Effective Date”), is made by and between
CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP, an Indiana limited partnership (“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 Princeton, 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 April 30, 2008, 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 5 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:




     “Average Purchase Price” means the sum 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) $5.15 per barrel, or such other price as may be agreed by the
Parties in accordance with Section 5.




     “Premium” means the amount calculated in accordance with the table set forth on
Amendment No. 1 Exhibit A 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]







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     IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above
written, but effective as of October 1, 2008.



	 	 	 	 	 	 	 
	 	 	CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 
	 

	 	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: VP and CFO	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LEGACY RESOURCES CO., L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Legacy Acquisitions, Inc., its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark F. Smith
 

	 	 
	 	 	Name: Mark F. Smith	 	 
	 	 	Title: President	 	 






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AMENDMENT NO. 1 EXHIBIT A




	 	 	 
	Average Purchase Price (as	 	Premium per Barrel for
	defined) 	 	Month of Delivery
	$30.00 - $39.99
	 	$2.14
	$40.00 - $49.99
	 	$2.21
	$50.00 - $59.99
	 	$2.28
	$60.00 - $69.99
	 	$2.35
	$70.00 - $79.99
	 	$2.42
	$80.00 - $89.99
	 	$2.48
	$90.00 - $99.99
	 	$2.55
	$100.00 - $109.99
	 	$2.62
	$110.00 - $119.99
	 	$2.68
	$120.00 - $129.99
	 	$2.75
	$130.00 - $139.99
	 	$2.82
	$140.00 - $149.99
	 	$2.88
	$150.00 - $159.99
	 	$2.95







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