
(17)	Subsequent Events

Distribution

On October 27, 2011, the Board of Directors of the Partnership’s general partner declared a cash distribution for the third quarter of 2011 to the Partnership’s unitholders of $0.572 per unit. The cash distribution will be paid on November 14, 2011, to unitholders of record at the close of business on November 7, 2011.

Refinery Turnaround

The refinery commenced the actual maintenance work of the first phase of a planned turnaround during the first week of October 2011. The planned turnaround is scheduled to occur in two phases. The second phase will begin in the first quarter of 2012. The refinery began the start up of units the last week of October 2011 and anticipates that all units will be in full operation during the second week of November 2011.

Pending Acquisition of Gary-Williams Energy Corporation

On November 2, 2011, the Company announced that it and CRLLC entered into a Stock Purchase and Sale Agreement (the “Purchase Agreement”) to acquire (the “Acquisition”) all of the issued and outstanding shares of the Gary-Williams Energy Company (“GWEC”). The associated assets include a 70,000 bpd refinery located in Wynnewood, Oklahoma. Under the terms of the Purchase Agreement, at the closing of the Acquisition, CRLLC will pay a purchase price of $525.0 million in cash (less the deposit of approximately $26.3 million CRLLC paid on November 2, 2011 upon the signing of the Purchase Agreement), subject to certain adjustments based on the working capital of GWEC at the closing, estimated to be $100.0 million as of the date of this Quarterly Report on Form 10-Q.

The closing of the Acquisition is subject to the satisfaction or waiver of certain customary closing conditions including, among others, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the absence of any law, regulation, order or injunction prohibiting the Acquisition. Each party’s obligation to consummate the Acquisition is subject to certain other conditions, including the material accuracy of the representations and warranties of the other party (generally subject to a material adverse change standard); and in the case of CRLLC’s obligations, there being no material adverse change to GWEC after the signing of the Purchase Agreement; and material compliance by the other party with its obligations under the Purchase Agreement. The Purchase Agreement contains certain customary termination rights for both CRLLC and the seller, including right of either party to terminate in the event that the Acquisition has not been completed by March 31, 2012.

On November 2, 2011, CRLLC entered into a commitment letter with a syndicate of banks for a senior secured one year bridge loan facility of up to $275.0 million to fund the Acquisition. Funding of the bridge loans will be subject to certain customary conditions. On November 2, 2011, CRLLC also entered into a commitment letter with a syndicate of banks who have committed to provide $150.0 million in aggregate incremental commitments under the ABL credit facility, in accordance with and subject to the terms of the ABL credit facility. The incremental ABL commitments are subject to the satisfaction of certain customary conditions.

After completing the transaction, the Company will have a total crude oil throughput capacity of approximately 185,000 barrels per day.