exv10w25







Exhibit 10.25




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 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;



     WHEREAS, the Parties entered into that certain Crude Oil Supply Agreement (the “Agreement”)
dated as of April 30, 2008 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; and



     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) $3.30 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. 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 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:  	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
	(as defined)	 	for Month of Delivery
	$30.00 — $39.99
	 	$0.87
	$40.00 — $49.99
	 	$1.00
	$50.00 — $59.99
	 	$1.12
	$60.00 — $69.99
	 	$1.25
	$70.00 — $79.99
	 	$1.37
	$80.00 — $89.99
	 	$1.49
	$90.00 — $99.99
	 	$1.62
	$100.00 — $109.99
	 	$1.74
	$110.00 — $119.99
	 	$1.86
	$120.00 — $129.99
	 	$1.99
	$130.00 — $139.99
	 	$2.11
	$140.00 — $149.99
	 	$2.23
	$150.00 — $159.99
	 	$2.36
	$160.00 — $169.99
	 	$2.48