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Crude Oil Supply Agreement

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Exhibit 10.1 CRUDE OIL SUPPLY AGREEMENT THIS CRUDE OIL SUPPLY AGREEMENT (this " Agreement" ), dated as of April 30, 2008, is made and entered into 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 , in order to meet the inventory requirements of the Refinery, Customer desires to enter into an arrangement pursuant to which it shall purchase from Supplier, and Supplier shall sell and supply to Customer, crude oil on a just in time basis. 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 as follows: 1. Defined Terms . Unless otherwise provided to the contrary in this Agreement, capitalized terms used in this Agreement shall have the following meanings: " AAA" has the meaning specified in Section 17(a) . " AAA Rules" has the meaning specified in Section 17(a) . " Agreement" has the meaning specified in the Preamble. " Arbitration Panel" has the meaning specified in Section 17(b) . " 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) $2.50 per barrel, or such other price as may be agreed by the Parties in accordance with Section 5 . " Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in Houston, Texas are authorized or required by law to close. " Claiming Party" has the meaning specified in Section 12(a) . " Claims" shall mean all claims or actions, threatened or filed and whether groundless, false or fraudulent, that directly or indirectly relate to the subject matter of an indemnity, and the

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resulting losses, damages, expenses, fees of attorneys, experts and consultants, and court costs, whether incurred by settlement or otherwise, and whether such claims or actions are threatened or filed prior to or after the termination of this Agreement. " Customer" has the meaning specified in the Preamble. " Customer Indemnified Person" means, collectively, Customer, any Affiliates of Customer (other than Supplier), any members, shareholders, partners or other equity interest owners of Customer or its Affiliates (other than Supplier), and their respective managing members, general partners, managers, managing partners, directors, officers, employees, agents, consultants, advisors, contractors, representatives, successors and assigns. " Customer' s Existing Inventory" has the meaning specified in Section 7(a) . " Customer' s New Inventory" has the meaning specified in Section 10(d) . " Default Rate" means an annual rate of interest equal to 10% per annum. " Delivered Inventory Report" has the meaning specified in Section 9(a) . " Delivery Point" has the meaning specified in Section 8(a) . " Dispute" has the meaning specified in Section 17(a) . " Effective Date" has the meaning specified in Section 2 . " Force Majeure" means an event or circumstance that prevents a Party from performing its obligations under this Agreement, which event or circumstance (a) was not anticipated as of the Effective Date, (b) is not within the reasonable control of, or the result of the negligence of, such Party, and (c) by the exercise of due diligence, such Party is unable to overcome or avoid or cause to be avoided, and shall include strikes, lockouts, labor disturbances, acts of the public enemy, wars, blockades, insurrections, riots, acts of God, epidemics, landslides, lightning, earthquakes, fires, violent storms, floods, washouts, environmental catastrophes, civil disturbances, explosions, breakdown of necessary equipment, acts or failures to act on the part of any Governmental Authority (including inability to obtain governmental permits), failure of utility services, sabotage, or any other similar causes. " Governmental Authority" shall mean any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. " Indemnified Party" has the meaning specified in Section 11(c) . " Indemnitor" has the meaning specified in Section 11(c) . " Indication Date" has the meaning specified in Section 6(a) . " Indication of Need" has the meaning specified in Section 6(a) . " Party" and " Parties" has the meaning specified in the Preamble.

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" Person" means any individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization or government or any agency, instrumentality or political subdivision thereof, or any other form of entity. " Pipelines" means the Customer' s pipelines running from Cottage Grove Station to the Refinery, and from and among any of Cottage Grove Station, Shoreline Station and the Refinery. " Premium" means the amount calculated in accordance with the table set forth on Exhibit A attached hereto. " Rail Cars" has the meaning specified in Section 8(b) . " Raw Material" has the meaning specified in Section 4 . " Refinery" has the meaning specified in the Recitals. " Shoreline/Cottage Grove Tanks" means Customer' s storage tanks located at Shoreline Station, Louisiana and Cottage Grove Station, Louisiana. " Site Tanks" means Customer' s storage tanks located at the site of the Refinery, which tanks are more specifically identified by serial number on Exhibit B attached hereto.. " Storage Tanks" means the Shoreline/Cottage Grove Tanks and the Site Tanks, collectively. " Supplier" has the meaning specified in the Preamble. " Supplier Indemnified Persons" means, collectively, Supplier, any Affiliates of Supplier (other than Customer), any members, shareholders, partners or other equity interest owners of Supplier or its Affiliates (other than Customer), and their respective managing members, general partners, managers, managing partners, directors, officers, employees, agents, consultants, advisors, contractors, representatives, successors and assigns. " Supply Period" means the period beginning on the Effective Date and ending upon the expiration of the Wind Up Period. " Termination Notice" has the meaning specified in Section 10(b) . " Transition Period" means the period commencing on the Effective Date and ending on the date that Customer' s Existing Supply is deemed to have been depleted in accordance with Section 7(c) . " Wind Up Period" has the meaning specified in Section 10(d) . 2. Effectiveness . This Agreement shall be binding on the Parties and effective as of 12:01 a.m., Houston, Texas time, on May 1, 2008 (the " Effective Date" ). 3. Term . The term of this Agreement shall commence on the Effective Date and shall terminate at such time as terminated by either Party in accordance with Section 10 . 4. Purpose . The Parties hereby agree that Supplier shall obtain, sell, supply and deliver to Customer, and Customer shall receive and purchase from Supplier, crude oil meeting the specifications

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set forth on Exhibit C hereto (the " Raw Material" ), on and subject to the terms and conditions of this Agreement. 5. Contract Price . Customer shall pay Supplier, for each barrel of Raw Material delivered for sale by Supplier at the Delivery Point, an amount expressed in U.S. Dollars equal to the sum of (a) the Average Purchase Price for the applicable month, plus (b) the Premium. Payment shall be made in accordance with the procedures established in Section 9 . In the event that the Parties determine that the sum of the Average Purchase Price plus the Premium is not representative of the market prices for the Raw Material by more than $.10 per barrel of crude oil, the Parties shall negotiate in good faith for a substitute pricing mechanism for the sale of Raw Material hereunder. 6. Scheduling; Storage of Raw Material . (a) Orders and Scheduling . (i) No later than the twentieth day of each calendar month during the Supply Period (or if such twentieth day is not a Business Day, then on the immediately succeeding Business Day) (the " Indication Date" ), Customer shall send to Supplier an indication of its needs for Raw Material for the next succeeding calendar month (an " Indication of Need" ). The Parties hereby agree that the Indication of Need shall not constitute a binding obligation of Customer and is intended to provide Supplier with guidance for purposes of seeking out and procuring the Raw Material. (ii) Based on Customer' s Indication of Need, Supplier shall be solely responsible for procuring the necessary quantity of Raw Material and for storing such Raw Material until such time as it is delivered to Customer in accordance with the terms hereof. Supplier shall have the right to source Raw Material from any producer of crude oil selected by Supplier in its sole discretion. (b) Transportation and Storage of Raw Material . Supplier shall be solely responsible for transportation and storage of the Raw Material until such time as the Raw Material is delivered to Customer in accordance with the terms hereof. In order to facilitate and expedite the delivery of Raw Material to Customer, during the Supply Period: (i) Supplier shall have the exclusive right to store the Raw Material in the Storage Tanks; and (ii) Supplier shall be permitted to use the Pipelines for purposes of transporting the Raw Material from the Shoreline/Cottage Grove Tanks to the Refinery or from Cottage Grove Station or Shoreline Station to the Site Tanks or the Refinery.During the Supply Period, Customer shall maintain the Storage Tanks and Pipelines in good working order in accordance with customary industry practices. Notwithstanding Supplier' s use of the Storage Tanks and Pipelines for the storage and transportation of Raw Material, the Parties hereby agree and acknowledge that (A) the Storage Tanks and the Pipelines shall at all times remain the property of and under the sole custody and control of Customer, and Supplier shall not by virtue of this Agreement obtain any rights to the Storage Tanks or the Pipelines other than the right to use the same for the limited purposes specified in this Section, and (B) title to and risk of loss of the Raw Material shall not pass to Customer except as contemplated by Section 8(c) below.

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7. Transition Period . (a) Beginning as promptly as practicable after the Effective Date, Customer shall commence to draw down, reduce and deplete the crude oil product stored in the Storage Tanks. The crude oil stored in the Storage Tanks shall be strapped at 8:00 a.m. Central time on the Effective Date, such crude oil on such date being hereinafter referred to as " Customer' s Existing Inventory ." (b) Customer shall use its commercially reasonable efforts to deplete Customer' s Existing Inventory within 30 days after the Effective Date. (c) As Customer' s Existing Inventory is reduced and depleted, Supplier shall begin to store and commingle the Raw Material with Customer' s Existing Inventory in the Storage Tanks. For purposes of distinguishing between the Raw Material and Customer' s Existing Inventory during the Transition Period and determining when Customer' s Existing Inventory has been depleted, the Parties agree that the crude oil in the Storage Tanks shall be deemed to have been drawn down and reduced on a first-in-first-out basis. 8. Receipt and Delivery; Title and Risk of Loss . (a) Delivery and Calculation of Usage . (i) Supplier shall deliver the Raw Material to Customer free and clear of any mortgages, pledges, liens, charges or other security interests or encumbrances. During the Supply Period, Customer may take delivery of Raw Material at any time by removing the Raw Material from the Storage Tanks, and the Raw Material shall be deemed to have been delivered to Customer at the point where the Raw Material passes the flange from each of the Storage Tanks to the Refinery (the " Delivery Point" ). (ii) At 8:00 a.m. Central time on the first calendar day of each month, Customer will strap the Storage Tanks. The Customer shall calculate on such day the amount of Raw Material consumed by Customer during the preceding month by (A) adding to the ending inventory from the immediately preceding month the sum of all Raw Material delivered by Supplier to the Storage Tanks during such month, based on Supplier' s purchase records for such month (subject to adjustment for variances objectively demonstrated by Supplier or Customer), and (B) subtracting from such sum the ending inventory balance of Raw Material determined by strapping the Storage Tanks. In the event of any disagreement by the Parties regarding the results of the foregoing, the Parties shall work together in good faith to attempt to resolve any differences. (b) Transportation Costs . Supplier shall arrange and pay for transportation of the Raw Material to the Delivery Point. Customer may, but shall have no obligation to, make available for use by Supplier up to 175 railroad cars (" Rail Cars" ) to be used by Supplier for transportation of Raw Material to the Storage Tanks. In the event that Customer elects to make such Rail Cars available, Supplier shall pay to Customer a monthly fee in consideration therefor established by Customer based upon the actual rates charged by lessors of such Rail Cars used by Supplier. Supplier acknowledges that the availability of Rail Cars for its use shall be at the sole discretion of Customer and that Customer may at any time require Supplier to discontinue its use of the Rail Cars; provided , however , that if Customer requires Supplier to discontinue its use of Rail Cars at any time then from and after such time Supplier shall have the option, exercisable by

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written notice to Customer in Supplier' s sole discretion, to be excused from supplying the Raw Material. Customer and S
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