exv10w24







Exhibit 10.24




AMENDMENT NO. 4 TO CRUDE OIL SUPPLY AGREEMENT




     THIS AMENDMENT NO. 4 TO CRUDE OIL SUPPLY AGREEMENT (the “Amendment”), dated as of August 30,
2010 but effective as of September 1, 2010 (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 and as subsequently amended, 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, for purchases made by Customer from each applicable
Storage Tank, 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) the per barrel amount set forth on Amendment No. 4 Exhibit B for each such
Storage Tank, or such other price as may be agreed by the Parties in accordance with
Section 5.




     “Premium” means, for purchases made by Customer from each applicable Storage Tank, the
amount calculated in accordance with the table set forth on Amendment No. 4 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]






 









 








     IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above
written, but effective as of September 1, 2010.



	 	 	 	 	 
	 	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 	 



 









 





AMENDMENT NO. 4 EXHIBIT A




	 	 	 
	Average Purchase Price	 	Premium per Barrel for
	(as defined)	 	Month of Delivery
	$30.00 — $39.99
	 	$0.30
	$40.00 — $49.99
	 	$0.38
	$50.00 — $59.99
	 	$0.45
	$60.00 — $69.99
	 	$0.53
	$70.00 — $79.99
	 	$0.60
	$80.00 — $89.99
	 	$0.68
	$90.00 — $99.99
	 	$0.75
	$100.00 — $109.99
	 	$0.83
	$110.00 — $119.99
	 	$0.90
	$120.00 — $129.99
	 	$0.98
	$130.00 — $139.99
	 	$1.05
	$140.00 — $149.99
	 	$1.13
	$150.00 — $159.99
	 	$1.20






 









 






AMENDMENT NO. 4 EXHIBIT B




	 	 	 
	Storage Tank	 	Amount Per Barrel
	Tank 209
	 	$5.01
	Tank 210
	 	$5.82
	Tank 211
	 	$0.83