Form 8-K - Current report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 3, 2023

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware		000-51734		35-1811116
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2780 Waterfront Pkwy E. Drive

Suite 200

Indianapolis, Indiana 46214

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (317) 328-5660

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common units representing limited partner interests	CLMT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into Material Definitive Agreements.

On October 3, 2023, Montana Renewables, LLC (“MRL”), an indirect subsidiary of Calumet Specialty Products Partners, L.P. (the “Partnership”), and Wells Fargo Commodities, LLC (“Wells Fargo”) entered into (i) an ISDA 2002 Master Agreement (the “Master Agreement”), (ii) a Schedule to the ISDA 2002 Master Agreement (the “Schedule”), (iii) a Credit Support Annex to the Schedule to the ISDA 2002 Master Agreement (the “Credit Support Annex”), and (iv) a Renewable Fuel and Feedstock Repurchase Master Confirmation (the “Master Confirmation”; together with the Master Agreement, the Schedule and the Credit Support Annex, collectively, the “Facility Documents”). Pursuant to the Facility Documents, Wells Fargo agreed to, among other things, (a) purchase from MRL renewable feedstocks and finished products located at MRL’s Great Falls, Montana refinery, subject to MRL’s repurchase obligations with respect thereto, and (b) provide certain financial accommodations to MRL secured by liens on certain renewable feedstocks and finished products owned by MRL. Wells Fargo agreed to provide MRL total liquidity of up to $120,000,000 pursuant to the Facility Documents, subject to the conditions specified in the Facility Documents.

On September 26, 2023, MRL and Macquarie Energy North America Trading Inc. entered into a Fourth Amendment to Supply and Offtake Agreement, dated September 26, 2023 (the “S&O Agreement”), pursuant to which the termination date of the S&O Agreement was extended from September 30, 2023 to October 3, 2023. The S&O Agreement terminated on October 3, 2023. The financing arrangements under the Wells Facility Documents replaced the arrangements under the Macquarie S&O Agreement.

The foregoing description of each of the Facility Documents is qualified in its entirety by reference to the Master Agreement, Schedule, Credit Support Annex and Master Confirmation, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and which are incorporated by reference herein.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On October 10, 2023, the Partnership issued a press release announcing the matters described under Item 1.01 of this report, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		ISDA 2002 Master Agreement, dated October 3, 2023, by and among Montana Renewables, LLC and Wells Fargo Commodities, LLC.
10.2		Schedule to the ISDA 2002 Master Agreement, dated October 3, 2023, by and among Montana Renewables, LLC and Wells Fargo Commodities, LLC.
10.3		Credit Support Annex to the Schedule to the ISDA 2002 Master Agreement, dated October 3, 2023, by and among Montana Renewables, LLC and Wells Fargo Commodities, LLC as lender.
10.4		Renewable Fuel and Feedstock Repurchase Master Confirmation, dated October 3, 2023, by and among Montana Renewables, LLC and Wells Fargo Commodities, LLC.
99.1		Press release dated October 10, 2023.
104		Cover Page Interactive Data File- the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

	By:	CALUMET GP, LLC, its General Partner

October 10, 2023	By:	/s/ Vincent Donargo
		Name: Vincent Donargo
		Title: Executive Vice President and Chief Financial Officer

Exhibit 10.1

International Swaps and Derivatives Association, Inc.

2002 MASTER AGREEMENT

dated as of.

October 3, 2023

....................................................................

Wells Fargo Commodities, LLC, a Delaware limited liability company ("PARTY A")

and

Montana Renewables, LLC, a Delaware limited liability company ("PARTY B")

have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this 2002 Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this "Master Agreement".

Accordingly, the parties agree as follows:-

Interpretation

(a)Definitions. The terms defined in Section 14 and elsewhere in this Master Agreement will have the meanings therein specified for the purpose of this Master Agreement.

(b)Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement, such Confirmation will prevail for the purpose of the relevant Transaction.

(c)Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this "Agreement"), and the parties would not otherwise enter into any Transactions.

Obligations

(a)

General Conditions.

(i)Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

(ii)Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.

(iii)Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing,

(2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other condition specified in this Agreement to be a condition precedent for the purpose of this Section 2(a)(iii).

(b)Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the Scheduled Settlement Date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.

(c)

Netting of Payments. If on any date amounts would otherwise be payable:-

(i)

in the same currency; and

(ii)

in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by which the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount and payment obligation will be determined in respect of all amounts payable on the same date in the same currency in respect of those Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or any Confirmation by specifying that "Multiple Transaction Payment Netting" applies to the Transactions identified as being subject to the election (in which case clause (ii) above will not apply to such Transactions). If Multiple Transaction Payment Netting is applicable to Transactions, it will apply to those Transactions with effect from the starting date specified in the Schedule or such Confirmation, or, if a starting date is not specified in the Schedule or such Confirmation, the starting date otherwise agreed by the parties in writing. This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.

(d)

Deduction or Withholding/or Tax.

(i)Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party ("X") will:-

(1)

promptly notify the other party ("Y") of such requirement;

(2)pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;

(3)promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and

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(4)if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:-

(A)the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or4(d); or

(B)the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, after a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

(ii)

Liability. If:-

(1)X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);

(2)

X does not so deduct or withhold; and

(3)

a liability resulting from such Tax is assessed directly against X,

then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

Representations

Each party makes the representations contained in Sections 3(a), 3(b), 3(c), 3(d), 3(e) and 3(f) and, if specified in the Schedule as applying, 3(g) to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement). If any "Additional Representation" is specified in the Schedule or any Confirmation as applying, the party or parties specified for such Additional Representation will make and, if applicable, be deemed to repeat such Additional Representation at the time or times specified for such Additional Representation.

(a)

Basic Representations.

(i)Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

(ii)Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorize such execution, delivery and performance;

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(iii)No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(iv)Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(v)Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

(b)Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

(c)Absence of Litigation. There is not pending or, to its knowledge, threatened against it, any of its Credit Support Providers or any of its applicable Specified Entities any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.

(d)Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.

(e)Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

(f)Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

(g)No Agency. It is entering into this Agreement, including each Transaction, as principal and not as agent of any person or entity.

Agreements

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:-

(a)Furnish Specified Information. It will deliver to the other party or, in certain cases under clause (iii) below, to such government or taxing authority as the other party reasonably directs:-

(i)any forms, documents or certificates relating to taxation specified m the Schedule or any Confirmation;

(ii)

any other documents specified in the Schedule or any Confirmation; and

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(iii)upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

(b)Maintain Authorizations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

(c)Comply With Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

(d)Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

(e)Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, organized, managed and controlled or considered to have its seat, or where an Office through which it is acting for the purpose of this Agreement is located ("Stamp Tax Jurisdiction"), and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party's execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.

Events of Default and Termination Events

(a)Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes (subject to Sections 5(c) and 6(e)(iv)) an event of default (an "Event of Default") with respect to such party:-

(i)Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 9(h)(i)(2) or (4) required to be made by it if such failure is not remedied on or before the first Local Business Day in the case of any such payment or the first Local Delivery Day in the case of any such delivery after, in each case, notice of such failure is given to the party;

(ii)

Breach of Agreement; Repudiation of Agreement.

(1)Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 9(h)(i)(2) or (4) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied within 30 days after notice of such failure is given to the party; or

(2)the party disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, this Master Agreement, any Confirmation executed and delivered by that party or any

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Transaction evidenced by such a Confirmation (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

(iii)

Credit Support Default.

(l) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed;

(2)the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document, or any security interest granted by such party or such Credit Support Provider to the other party pursuant to any such Credit Support Document, to be in full force and effect for the purpose of this Agreement (in each case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or

(3)the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

(iv)Misrepresentation. A representation (other than a representation under Section 3(e) or 3(f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;

(v)Default Under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:-

(1)defaults (other than by failing to make a delivery) under a Specified Transaction or any credit support arrangement relating to a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, such default results in a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction;

(2)defaults, after giving effect to any applicable notice requirement or grace period, in making any payment due on the last payment or exchange date of, or any payment on early termination of, a Specified Transaction (or, if there is no applicable notice requirement or grace period, such default continues for at least one Local Business Day);

(3)defaults in making any delivery due under (including any delivery due on the last delivery or exchange date of) a Specified Transaction or any credit support arrangement relating to a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, such default results in a liquidation of, an acceleration of obligations under, or an early termination of, all transactions outstanding under the documentation applicable to that Specified Transaction; or

(4)disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, a Specified Transaction or any credit support arrangement relating to a Specified Transaction that is, in either case, confirmed or evidenced by a document or other confirming evidence executed and delivered by that party, Credit Support Provider or Specified Entity (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

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(vi)Cross-Default. If "Cross-Default" 1s specified m the Schedule as applying to the party, the occurrence or existence of:-

(1)a default, event of default or other similar condition or event (however described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) where the aggregate principal amount of such agreements or instruments, either alone or together with the amount, if any, referred to in clause (2) below, is not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments before it would otherwise have been due and payable; or

(2)a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments under such agreements or instruments on the due date for payment (after giving effect to any applicable notice requirement or grace period) in an aggregate amount, either alone or together with the amount, if any, referred to in clause (l) above, of not less than the applicable Threshold Amount;

(vii)Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:-

(I) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4)(A) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organization or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official, or

(B) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person or entity not described in clause (A) above and either (I) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (II) is not dismissed, discharged, stayed or restrained in each case within 15 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 15 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (I) to (7) above (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or

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(viii)Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, or reorganizes, reincorporates or reconstitutes into or as, another entity and, at the time of such consolidation, amalgamation, merger, transfer, reorganization, reincorporation or reconstitution:-

(1)the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party; or

(2)the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

(b)Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes (subject to Section 5(c)) an Illegality if the event is specified in clause (i) below, a Force Majeure Event if the event is specified in clause (ii) below, a Tax Event if the event is specified in clause (iii) below, a Tax Event Upon Merger if the event is specified in clause (iv) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to clause (v) below or an Additional Termination Event if the event is specified pursuant to clause (vi) below:-

(i)Illegality. After giving effect to any applicable provision, disruption fallback or remedy specified in, or pursuant to, the relevant Confirmation or elsewhere in this Agreement, due to an event or circumstance (other than any action taken by a party or, if applicable, any Credit Support Provider of such party) occurring after a Transaction is entered into, it becomes unlawful under any applicable law (including without limitation the laws of any country in which payment, delivery or compliance is required by either party or any Credit Support Provider, as the case may be), on any day, or it would be unlawful if the relevant payment, delivery or compliance were required on that day (in each case, other than as a result of a breach by the party of Section 4(b)):-

(1)for the Office through which such party (which will be the Affected Party) makes and receives payments or deliveries with respect to such Transaction to perform any absolute or contingent obligation to make a payment or delivery in respect of such Transaction, to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or

(2)for such party or any Credit Support Provider of such party (which will be the Affected Party) to perform any absolute or contingent obligation to make a payment or delivery which such party or Credit Support Provider has under any Credit Support Document relating to such Transaction, to receive a payment or delivery under such Credit Support Document or to comply with any other material provision of such Credit Support Document;

(ii)Force Majeure Event. After giving effect to any applicable provision, disruption fallback or remedy specified in, or pursuant to, the relevant Confirmation or elsewhere in this Agreement, by reason of force majeure or act of state occurring after a Transaction is entered into, on any day:-

(1)the Office through which such party (which will be the Affected Party) makes and receives payments or deliveries with respect to such Transaction is prevented from performing any absolute or contingent obligation to make a payment or delivery in respect of such Transaction, from receiving a payment or delivery in respect of such Transaction or from complying with any other material provision of this Agreement relating to such Transaction (or would be so prevented if such payment, delivery or compliance were required on that day), or it becomes impossible or

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impracticable for such Office so to perform, receive or comply (or it would be impossible or impracticable for such Office so to perform, receive or comply if such payment, delivery or compliance were required on that day); or

(2)such party or any Credit Support Provider of such party (which will be the Affected Party) is prevented from performing any absolute or contingent obligation to make a payment or delivery which such party or Credit Support Provider has under any Credit Support Document relating to such Transaction, from receiving a payment or delivery under such Credit Support Document or from complying with any other material provision of such Credit Support Document (or would be so prevented if such payment, delivery or compliance were required on that day), or it becomes impossible or impracticable for such party or Credit Support Provider so to perform, receive or comply (or it would be impossible or impracticable for such party or Credit Support Provider so to perform, receive or comply if such payment, delivery or compliance were required on that day),

so long as the force majeure or act of state is beyond the control of such Office, such party or such Credit Support Provider, as appropriate, and such Office, party or Credit Support Provider could not, after using all reasonable efforts (which will not require such party or Credit Support Provider to incur a loss, other than immaterial, incidental expenses), overcome such prevention, impossibility or impracticability;

(iii)Tax Event. Due to (1) any action taken by a taxing authority, or brought in a court of competent jurisdiction, after a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (2) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Settlement Date

(A) be required to pay to the other party an additional amount in respect of an indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 9(h)) or (B) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 9(h)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));

(iv)Tax Event Upon Merger. The party (the "Burdened Party") on the next succeeding Scheduled Settlement Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 9(h)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets (or any substantial part of the assets comprising the business conducted by it as of the date of this Master Agreement) to, or reorganizing, reincorporating or reconstituting into or as, another entity (which will be the Affected Party) where such action does not constitute a Merger Without Assumption;

(v)Credit Event Upon Merger. If "Credit Event Upon Merger" is specified in the Schedule as applying to the party, a Designated Event (as defined below) occurs with respect to such party, any Credit Support Provider of such party or any applicable Specified Entity of such party (in each case, "X") and such Designated Event does not constitute a Merger Without Assumption, and the creditworthiness of X or, if applicable, the successor, surviving or transferee entity of X, after taking into account any applicable Credit Support Document, is materially weaker immediately after the occurrence of such Designated Event than that of X immediately prior to the occurrence of such Designated Event (and, in any such event, such party or its successor, surviving or transferee entity, as appropriate, will be the Affected Party). A "Designated Event" with respect to X means that:-

(l)X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets (or any substantial part of the assets comprising the business conducted by X as of the

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date of this Master Agreement) to, or reorganizes, reincorporates or reconstitutes into or as, another entity;

(2)any person, related group of persons or entity acquires directly or indirectly the beneficial ownership of (A) equity securities having the power to elect a majority of the board of directors (or its equivalent) of X or (B) any other ownership interest enabling it to exercise control of X; or

(3)X effects any substantial change in its capital structure by means of the issuance, incurrence or guarantee of debt or the issuance of (A) preferred stock or other securities convertible into or exchangeable for debt or preferred stock or (B) in the case of entities other than corporations, any other form of ownership interest; or

(vi)Additional Termination Event. If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties will be as specified for such Additional Termination Event in the Schedule or such Confirmation).

(c)

Hierarchy of Events.

(i)An event or circumstance that constitutes or gives rise to an Illegality or a Force Majeure Event will not, for so long as that is the case, also constitute or give rise to an Event of Default under Section 5(a)(i), 5(a)(ii)(l) or 5(a)(iii)(l) insofar as such event or circumstance relates to the failure to make any payment or delivery or a failure to comply with any other material provision of this Agreement or a Credit Support Document, as the case may be.

(ii)Except in circumstances contemplated by clause (i) above, if an event or circumstance which would otherwise constitute or give rise to an Illegality or a Force Majeure Event also constitutes an Event of Default or any other Termination Event, it will be treated as an Event of Default or such other Termination Event, as the case may be, and will not constitute or give rise to an Illegality or a Force Majeure Event.

(iii)If an event or circumstance which would otherwise constitute or give rise to a Force Majeure Event also constitutes an Illegality, it will be treated as an Illegality, except as described in clause (ii) above, and not a Force Majeure Event.

(d)Deferral of Payments and Deliveries During Waiting Period. If an Illegality or a Force Majeure Event has occurred and is continuing with respect to a Transaction, each payment or delivery which would otherwise be required to be made under that Transaction will be deferred to, and will not be due until:-

(i)the first Local Business Day or, in the case of a delivery, the first Local Delivery Day (or the first day that would have been a Local Business Day or Local Delivery Day, as appropriate, but for the occurrence of the event or circumstance constituting or giving rise to that Illegality or Force Majeure Event) following the end of any applicable Waiting Period in respect of that Illegality or Force Majeure Event, as the case may be; or

(ii)if earlier, the date on which the event or circumstance constituting or giving rise to that Illegality or Force Majeure Event ceases to exist or, if such date is not a Local Business Day or, in the case of a delivery, a Local Delivery Day, the first following day that is a Local Business Day or Local Delivery Day, as appropriate.

(e)Inability of Head or Home Office to Perform Obligations of Branch. If (i) an Illegality or a Force Majeure Event occurs under Section 5(b)(i)(l) or 5(b)(ii)(l) and the relevant Office is not the Affected Party's head or home office, (ii) Section 10(a) applies, (iii) the other party seeks performance of the relevant obligation or

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compliance with the relevant provision by the Affected Party's head or home office and (iv) the Affected Party's head or home office fails so to perform or comply due to the occurrence of an event or circumstance which would, if that head or home office were the Office through which the Affected Party makes and receives payments and deliveries with respect to the relevant Transaction, constitute or give rise to an Illegality or a Force Majeure Event, and such failure would otherwise constitute an Event of Default under Section 5(a)(i) or 5(a)(iii)(l) with respect to such party, then, for so long as the relevant event or circumstance continues to exist with respect to both the Office referred to in Section 5(b)(i)(l) or 5(b)(ii)(l ), as the case may be, and the Affected Party's head or home office, such failure will not constitute an Event of Default under Section 5(a)(i) or 5(a)(iii)(l).

Early Termination; Close-Out Netting

(a)Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the "Defaulting Party") has occurred and is then continuing, the other party (the "Non-defaulting Party") may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, "Automatic Early Termination" is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(l), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)

Right to Terminate Following Termination Event.

(i)Notice. If a Termination Event other than a Force Majeure Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction, and will also give the other party such other information about that Termination Event as the other party may reasonably require. If a Force Majeure Event occurs, each party will, promptly upon becoming aware of it, use all reasonable efforts to notify the other party, specifying the nature of that Force Majeure Event, and will also give the other party such other information about that Force Majeure Event as the other party may reasonably require.

(ii)Transfer to Avoid Termination Event. If a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, other than immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.

If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i).

Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

(iii)Two Affected Parties. If a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice of such occurrence is given under Section 6(b)(i) to avoid that Termination Event.

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(iv)

Right to Terminate.

(1)

If:-

(A)a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or

(B)a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,

the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there are two Affected Parties, or the Non affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, if the relevant Termination Event is then continuing, by not more than 20 days notice to the other party, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.

(2)If at any time an Illegality or a Force Majeure Event has occurred and is then continuing and any applicable Waiting Period has expired:-

(A)Subject to clause (B) below, either party may, by not more than 20 days notice to the other party, designate (I) a day not earlier than the day on which such notice becomes effective as an Early Termination Date in respect of all Affected Transactions or (II) by specifying in that notice the Affected Transactions in respect of which it is designating the relevant day as an Early Termination Date, a day not earlier than two Local Business Days following the day on which such notice becomes effective as an Early Termination Date in respect of less than all Affected Transactions. Upon receipt of a notice designating an Early Termination Date in respect of less than all Affected Transactions, the other party may, by notice to the designating party, if such notice is effective on or before the day so designated, designate that same day as an Early Termination Date in respect of any or all other Affected Transactions.

(B)An Affected Party (if the Illegality or Force Majeure Event relates to performance by such party or any Credit Support Provider of such party of an obligation to make any payment or delivery under, or to compliance with any other material provision of, the relevant Credit Support Document) will only have the right to designate an Early Termination Date under Section 6(b)(iv)(2)(A) as a result of an Illegality under Section 5(b)(i)(2) or a Force Majeure Event under Section 5(b)(ii)(2) following the prior designation by the other party of an Early Termination Date, pursuant to Section 6(b)(iv)(2)(A), in respect of less than all Affected Transactions.

(c)

Effect of Designation.

(i)If notice designating an Early Termination Date is given under Section 6(a) or 6(b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

(ii)Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 9(h)(i) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date will be determined pursuant to Sections 6(e) and 9(h)(ii).

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(d)

Calculations; Payment Date.

(i)Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (I) showing, in reasonable detail, such calculations (including any quotations, market data or information from internal sources used in making such calculations),

(2) specifying (except where there are two Affected Parties) any Early Termination Amount payable and

(3) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation or market data obtained in determining a Close-out Amount, the records of the party obtaining such quotation or market data will be conclusive evidence of the existence and accuracy of such quotation or market data.

(ii)Payment Date. An Early Termination Amount due in respect of any Early Termination Date will, together with any amount of interest payable pursuant to Section 9(h)(ii)(2), be payable (1) on the day on which notice of the amount payable is effective in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default and (2) on the day which is two Local Business Days after the day on which notice of the amount payable is effective (or, if there are two Affected Parties, after the day on which the statement provided pursuant to clause (i) above by the second party to provide such a statement is effective) in the case of an Early Termination Date which is designated as a result of a Termination Event.

(e)Payments on Early Termination. If an Early Termination Date occurs, the amount, if any, payable in respect of that Early Termination Date (the "Early Termination Amount") will be determined pursuant to this Section 6(e) and will be subject to Section 6(f).

(i)Events of Default. If the Early Termination Date results from an Event of Default, the Early Termination Amount will be an amount equal to (1) the sum of (A) the Termination Currency Equivalent of the Close-out Amount or Close-out Amounts (whether positive or negative) determined by the Non defaulting Party for each Terminated Transaction or group of Terminated Transactions, as the case may be, and (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less

(2) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If the Early Termination Amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of the Early Termination Amount to the Defaulting Party.

(ii)

Termination Events. If the Early Termination Date results from a Termination Event:-

(1)One Affected Party. Subject to clause (3) below, if there is one Affected Party, the Early Termination Amount will be determined in accordance with Section 6(e)(i), except that references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and to the Non-affected Party, respectively.

(2)Two Affected Parties. Subject to clause (3) below, if there are two Affected Parties, each party will determine an amount equal to the Termination Currency Equivalent of the sum of the Close-out Amount or Close-out Amounts (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions, as the case may be, and the Early Termination Amount will be an amount equal to (A) the sum of (I) one-half of the difference between the higher amount so determined (by party "X") and the lower amount so determined (by party "Y") and

(II) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to Y. If the Early Termination Amount is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of the Early Termination Amount to Y.

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(3)Mid-Market Events. If that Termination Event is an Illegality or a Force Majeure Event, then the Early Termination Amount will be determined in accordance with clause (1) or (2) above, as appropriate, except that, for the purpose of determining a Close-out Amount or Close-out Amounts, the Determining Party will:-

(A)if obtaining quotations from one or more third parties (or from any of the Determining Party's Affiliates), ask each third party or Affiliate (I) not to take account of the current creditworthiness of the Determining Party or any existing Credit Support Document and (II) to provide mid-market quotations; and

(B)in any other case, use mid-market values without regard to the creditworthiness of the Determining Party.

(iii)Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because Automatic Early Termination applies in respect of a party, the Early Termination Amount will be subject to such adjustments as are appropriate and permitted by applicable law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).

(iv)Adjustment for Illegality or Force Majeure Event. The failure by a party or any Credit Support Provider of such party to pay, when due, any Early Termination Amount will not constitute an Event of Default under Section 5(a)(i) or 5(a)(iii)(l) if such failure is due to the occurrence of an event or circumstance which would, if it occurred with respect to payment, delivery or compliance related to a Transaction, constitute or give rise to an Illegality or a Force Majeure Event. Such amount will (1) accrue interest and otherwise be treated as an Unpaid Amount owing to the other party if subsequently an Early Termination Date results from an Event of Default, a Credit Event Upon Merger or an Additional Termination Event in respect of which all outstanding Transactions are Affected Transactions and

(2) otherwise accrue interest in accordance with Section 9(h)(ii)(2).

(v)Pre-Estimate. The parties agree that an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks, and, except as otherwise provided in this Agreement, neither party will be entitled to recover any additional damages as a consequence of the termination of the Terminated Transactions.

(f)Set-Off. Any Early Termination Amount payable to one party (the "Payee") by the other party (the "Payer"), in circumstances where there is a Defaulting Party or where there is one Affected Party in the case where either a Credit Event Upon Merger has occurred or any other Termination Event in respect of which all outstanding Transactions are Affected Transactions has occurred, will, at the option of the Non-defaulting Party or the Non affected Party, as the case may be ("X") (and without prior notice to the Defaulting Party or the Affected Party, as the case may be), be reduced by its set-off against any other amounts ("Other Amounts") payable by the Payee to the Payer (whether or not arising under this Agreement, matured or contingent and irrespective of the currency, place of payment or place of booking of the obligation). To the extent that any Other Amounts are so set off, those Other Amounts will be discharged promptly and in all respects. X will give notice to the other party of any set-off effected under this Section 6(f).

For this purpose, either the Early Termination Amount or the Other Amounts (or the relevant portion of such amounts) may be converted by X into the currency in which the other is denominated at the rate of exchange at which such party would be able, in good faith and using commercially reasonable procedures, to purchase the relevant amount of such currency.

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If an obligation is unascertained, X may in good faith estimate that obligation and set off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained.

Nothing in this Section 6(t) will be effective to create a charge or other security interest. This Section 6(t) will be without prejudice and in addition to any right of set-off, offset, combination of accounts, lien, right of retention or withholding or similar right or requirement to which any party is at any time otherwise entitled or subject (whether by operation of law, contract or otherwise).

Transfer

Subject to Section 6(b)(ii) and to the extent permitted by applicable law, neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:-

(a)a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and

(b)a party may make such a transfer of all or any part of its interest in any Early Termination Amount payable to it by a Defaulting Party, together with any amounts payable on or with respect to that interest and any other rights associated with that interest pursuant to Sections 8, 9(h) and 11.

Any purported transfer that is not in compliance with this Section 7 will be void.

Contractual Currency

(a)Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the "Contractual Currency"). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in good faith and using commercially reasonable procedures in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.

(b)Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in clause (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purpose of such judgment or order and the rate of exchange at which such party is able, acting in good faith and using

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commercially reasonable procedures in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party.

(c)Separate Indemnities. To the extent permitted by applicable law, the indemnities in this Section 8 constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

(d)Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

Miscellaneous

(a)Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter. Each of the parties acknowledges that in entering into this Agreement it has not relied on any oral or written representation, warranty or other assurance (except as provided for or referred to in this Agreement) and waives all rights and remedies which might otherwise be available to it in respect thereof, except that nothing in this Agreement will limit or exclude any liability of a party for fraud.

(b)Amendments. An amendment, modification or waiver in respect of this Agreement will only be effective if in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system.

(c)Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

(d)Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided bylaw.

(e)

Counterparts and Confirmations.

(i)This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission and by electronic messaging system), each of which will be deemed an original.

(ii)The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation will be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes, by an exchange of electronic messages on an electronic messaging system or by an exchange of e-mails, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex, electronic message or e-mail constitutes a Confirmation.

(f)No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

(g)Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

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(h)

Interest and Compensation.

(i)Prior to Early Termination. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction:-

(1)Interest on Defaulted Payments. If a party defaults in the performance of any payment obligation, it will, to the extent permitted by applicable law and subject to Section 6(c), pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as the overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment (and excluding any period in respect of which interest or compensation in respect of the overdue amount is due pursuant to clause (3)(B) or

(2)Compensation for Defaulted Deliveries. If a party defaults in the performance of any obligation required to be settled by delivery, it will on demand (A) compensate the other party to the extent provided for in the relevant Confirmation or elsewhere in this Agreement and (B) unless otherwise provided in the relevant Confirmation or elsewhere in this Agreement, to the extent permitted by applicable law and subject to Section 6(c), pay to the other party interest (before as well as after judgment) on an amount equal to the fair market value of that which was required to be delivered in the same currency as that amount, for the period from (and including) the originally scheduled date for delivery to (but excluding) the date of actual delivery (and excluding any period in respect of which interest or compensation in respect of that amount is due pursuant to clause (4) below), at the Default Rate. The fair market value of any obligation referred to above will be determined as of the originally scheduled date for delivery, in good faith and using commercially reasonable procedures, by the party that was entitled to take delivery.

(3)

Interest on Deferred Payments. If:-

(A)a party does not pay any amount that, but for Section 2(a)(iii), would have been payable, it will, to the extent permitted by applicable law and subject to Section 6(c) and clauses (B) and (C) below, pay interest (before as well as after judgment) on that amount to the other party on demand (after such amount becomes payable) in the same currency as that amount, for the period from (and including) the date the amount would, but for Section 2(a)(iii), have been payable to (but excluding) the date the amount actually becomes payable, at the Applicable Deferral Rate;

(B)a payment is deferred pursuant to Section 5(d), the party which would otherwise have been required to make that payment will, to the extent permitted by applicable law, subject to Section 6(c) and for so long as no Event of Default or Potential Event of Default with respect to that party has occurred and is continuing, pay interest (before as well as after judgment) on the amount of the deferred payment to the other party on demand (after such amount becomes payable) in the same currency as the deferred payment, for the period from (and including) the date the amount would, but for Section 5(d), have been payable to (but excluding) the earlier of the date the payment is no longer deferred pursuant to Section 5(d) and the date during the deferral period upon which an Event of Default or Potential Event of Default with respect to that party occurs, at the Applicable Deferral Rate; or

(C)a party fails to make any payment due to the occurrence of an Illegality or a Force Majeure Event (after giving effect to any deferral period contemplated by clause (B) above), it will, to the extent permitted by applicable law, subject to Section 6(c) and for so long as the event or circumstance giving rise to that Illegality or Force Majeure Event

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continues and no Event of Default or Potential Event of Default with respect to that party has occurred and is continuing, pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as the overdue amount, for the period from (and including) the date the party fails to make the payment due to the occurrence of the relevant Illegality or Force Majeure Event (or, if later, the date the payment is no longer deferred pursuant to Section 5(d)) to (but excluding) the earlier of the date the event or circumstance giving rise to that Illegality or Force Majeure Event ceases to exist and the date during the period upon which an Event of Default or Potential Event of Default with respect to that party occurs (and excluding any period in respect of which interest or compensation in respect of the overdue amount is due pursuant to clause (B) above), at the Applicable Deferral Rate.

(4)

Compensation for Deferred Deliveries. If:-

(A)a party does not perform any obligation that, but for Section 2(a)(iii), would have been required to be settled by delivery;

(B)

a delivery is deferred pursuant to Section S(d); or

(C)a party fails to make a delivery due to the occurrence of an Illegality or a Force Majeure Event at a time when any applicable Waiting Period has expired,

the party required (or that would otherwise have been required) to make the delivery will, to the extent permitted by applicable law and subject to Section 6(c), compensate and pay interest to the other party on demand (after, in the case of clauses (A) and (B) above, such delivery is required) if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.

(ii)Early Termination. Upon the occurrence or effective designation of an Early Termination Date in respect of a Transaction:-

(1)Unpaid Amounts. For the purpose of determining an Unpaid Amount in respect of the relevant Transaction, and to the extent permitted by applicable law, interest will accrue on the amount of any payment obligation or the amount equal to the fair market value of any obligation required to be settled by delivery included in such determination in the same currency as that amount, for the period from (and including) the date the relevant obligation was (or would have been but for Section 2(a)(iii) or S(d)) required to have been performed to (but excluding) the relevant Early Termination Date, at the Applicable Close-out Rate.

(2)Interest on Early Termination Amounts. If an Early Termination Amount is due in respect of such Early Termination Date, that amount will, to the extent permitted by applicable law, be paid together with interest (before as well as after judgment) on that amount in the Termination Currency, for the period from (and including) such Early Termination Date to (but excluding) the date the amount is paid, at the Applicable Close-out Rate.

(iii)Interest Calculation. Any interest pursuant to this Section 9(h) will be calculated on the basis of daily compounding and the actual number of days elapsed.

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10.

Offices; Multibranch Parties

(a)If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to and agrees with the other party that, notwithstanding the place of booking or its jurisdiction of incorporation or organization, its obligations are the same in terms of recourse against it as if it had entered into the Transaction through its head or home office, except that a party will not have recourse to the head or home office of the other party in respect of any payment or delivery deferred pursuant to Section 5(d) for so long as the payment or delivery is so deferred. This representation and agreement will be deemed to be repeated by each party on each date on which the parties enter into a Transaction.

(b)If a party is specified as a Multibranch Party in the Schedule, such party may, subject to clause (c) below, enter into a Transaction through, book a Transaction in and make and receive payments and deliveries with respect to a Transaction through any Office listed in respect of that party in the Schedule (but not any other Office unless otherwise agreed by the parties in writing).

(c)The Office through which a party enters into a Transaction will be the Office specified for that party in the relevant Confirmation or as otherwise agreed by the parties in writing, and, if an Office for that party is not specified in the Confirmation or otherwise agreed by the parties in writing, its head or home office. Unless the parties otherwise agree in writing, the Office through which a party enters into a Transaction will also be the Office in which it books the Transaction and the Office through which it makes and receives payments and deliveries with respect to the Transaction. Subject to Section 6(b)(ii), neither party may change the Office in which it books the Transaction or the Office through which it makes and receives payments or deliveries with respect to a Transaction without the prior written consent of the other party.

11.

Expenses

A Defaulting Party will on demand indemnify and hold harmless the other party for and against all reasonable out-of pocket expenses, including legal fees, execution fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.

12.

Notices

(a)Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner described below (except that a notice or other communication under Section 5 or 6 may not be given by electronic messaging system or e-mail) to the address or number or in accordance with the electronic messaging system or e-mail details provided (see the Schedule) and will be deemed effective as indicated:-

(i)

if in writing and delivered in person or by courier, on the date it is delivered;

(ii)

if sent by telex, on the date the recipient's answerback is received;

(iii)if sent by facsimile transmission, on the date it is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine);

(iv)if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date it is delivered or its delivery is attempted;

(v)

if sent by electronic messaging system, on the date it is received; or

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(vi)

if sent by e-mail, on the date it is delivered,

unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication will be deemed given and effective on the first following day that is a Local Business Day.

(b)Change of Details. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system or e-mail details at which notices or other communications are to be given to it.

13.

Governing Law and Jurisdiction

(a)Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.

(b)Jurisdiction. With respect to any suit, action or proceedings relating to any dispute arising out of or in connection with this Agreement ("Proceedings"), each party irrevocably:-

(i)

submits:-

(1)if this Agreement is expressed to be governed by English law, to (A) the non-exclusive jurisdiction of the English courts if the Proceedings do not involve a Convention Court and (B) the exclusive jurisdiction of the English courts if the Proceedings do involve a Convention Court; or

(2)if this Agreement is expressed to be governed by the laws of the State of New York, to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City;

(ii)waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party; and

(iii)agrees, to the extent permitted by applicable law, that the bringing of Proceedings in any one or more jurisdictions will not preclude the bringing of Proceedings in any other jurisdiction.

(c)Service of Process. Each party irrevocably appoints the Process Agent, if any, specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party's Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12(a)(i), 12(a)(iii) or 12(a)(iv). Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by applicable law.

(d)Waiver of Immunities. Each party irrevocably waives, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction or order for specific performance or recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.

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14.

Definitions

As used in this Agreement:-

"Additional Representation" has the meaning specified in Section 3. "Additional Termination Event" has the meaning specified in Section 5(b). "Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event consisting of an Illegality, Force Majeure Event, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event (which, in the case of an Illegality under Section 5(b)(i)(2) or a Force Majeure Event under Section 5(b)(ii)(2), means all Transactions unless the relevant Credit Support Document references only certain Transactions, in which case those Transactions and, if the relevant Credit Support Document constitutes a Confirmation for a Transaction, that Transaction) and (b) with respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, "control" of any entity or person means ownership of a majority of the voting power of the entity or person.

"Agreement" has the meaning specified in Section l(c).

"Applicable Close-out Rate" means:-

(a)

in respect of the determination of an Unpaid Amount:-

(i)in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(ii)in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate;

(iii)in respect of obligations deferred pursuant to Section 5(d), if there is no Defaulting Party and for so long as the deferral period continues, the Applicable Deferral Rate; and

(iv)in all other cases following the occurrence of a Termination Event (except where interest accrues pursuant to clause (iii) above), the Applicable Deferral Rate; and

(b)

in respect of an Early Termination Amount:-

(i)for the period from (and including) the relevant Early Termination Date to (but excluding) the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable:-

(1)

if the Early Termination Amount is payable by a Defaulting Party, the Default Rate;

(2)if the Early Termination Amount is payable by a Non-defaulting Party, the Non-default Rate; and

(3)

in all other cases, the Applicable Deferral Rate; and

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(ii)for the period from (and including) the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable to (but excluding) the date of actual payment:-

(1)if a party fails to pay the Early Termination Amount due to the occurrence of an event or circumstance which would, if it occurred with respect to a payment or delivery under a Transaction, constitute or give rise to an Illegality or a Force Majeure Event, and for so long as the Early Termination Amount remains unpaid due to the continuing existence of such event or circumstance, the Applicable Deferral Rate;

(2)if the Early Termination Amount is payable by a Defaulting Party (but excluding any period in respect of which clause (1) above applies), the Default Rate;

(3)if the Early Termination Amount is payable by a Non-defaulting Party (but excluding any period in respect of which clause (1) above applies), the Non-default Rate; and

(4)

in all other cases, the Termination Rate.

"Applicable Deferral Rate" means:-

(a)for the purpose of Section 9(h)(i)(3)(A), the rate certified by the relevant payer to be a rate offered to the payer by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by the payer for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant market;

(b)for purposes of Section 9(h)(i)(3)(B) and clause (a)(iii) of the definition of Applicable Close-out Rate, the rate certified by the relevant payer to be a rate offered to prime banks by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by the payer after consultation with the other party, if practicable, for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant market; and

(c)for purposes of Section 9(h)(i)(3)(C) and clauses (a)(iv), (b)(i)(3) and (b)(ii)(l) of the definition of Applicable Close-out Rate, a rate equal to the arithmetic mean of the rate determined pursuant to clause (a) above and a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount.

"Automatic Early Termination" has the meaning specified in Section 6(a).

"Burdened Party" has the meaning specified in Section 5(b)(iv).

"Change in Tax Law" means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs after the parties enter into the relevant Transaction.

"Close-out Amount" means, with respect to each Terminated Transaction or each group of Terminated Transactions and a Determining Party, the amount of the losses or costs of the Determining Party that are or would be incurred under then prevailing circumstances (expressed as a positive number) or gains of the Determining Party that are or would be realized under then prevailing circumstances (expressed as a negative number) in replacing, or in providing for the Determining Party the economic equivalent of, (a) the material terms of that Terminated Transaction or group of Terminated Transactions, including the payments and deliveries by the parties under Section 2(a)(i) in respect of that Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date (assuming satisfaction of the conditions precedent in

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Section 2(a)(iii)) and (b) the option rights of the parties in respect of that Terminated Transaction or group of Terminated Transactions.

Any Close-out Amount will be determined by the Determining Party (or its agent), which will act in good faith and use commercially reasonable procedures in order to produce a commercially reasonable result. The Determining Party may determine a Close-out Amount for any group of Terminated Transactions or any individual Terminated Transaction but, in the aggregate, for not less than all Terminated Transactions. Each Close-out Amount will be determined as of the Early Termination Date or, if that would not be commercially reasonable, as of the date or dates following the Early Termination Date as would be commercially reasonable.

Unpaid Amounts in respect of a Terminated Transaction or group of Terminated Transactions and legal fees and out of-pocket expenses referred to in Section 11 are to be excluded in all determinations of Close-out Amounts.

In determining a Close-out Amount, the Determining Party may consider any relevant information, including, without limitation, one or more of the following types of information:-

(i)quotations (either firm or indicative) for replacement transactions supplied by one or more third parties that may take into account the creditworthiness of the Determining Party at the time the quotation is provided and the terms of any relevant documentation, including credit support documentation, between the Determining Party and the third party providing the quotation;

(ii)information consisting of relevant market data in the relevant market supplied by one or more third parties including, without limitation, relevant rates, prices, yields, yield curves, volatilities, spreads, correlations or other relevant market data in the relevant market; or

(iii)information of the types described in clause (i) or (ii) above from internal sources (including any of the Determining Party's Affiliates) if that information is of the same type used by the Determining Party in the regular course of its business for the valuation of similar transactions.

The Determining Party will consider, taking into account the standards and procedures described in this definition, quotations pursuant to clause (i) above or relevant market data pursuant to clause (ii) above unless the Determining Party reasonably believes in good faith that such quotations or relevant market data are not readily available or would produce a result that would not satisfy those standards. When considering information described in clause (i), (ii) or

(iii) above, the Determining Party may include costs of funding, to the extent costs of funding are not and would not be a component of the other information being utilized. Third parties supplying quotations pursuant to clause (i) above or market data pursuant to clause (ii) above may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors, brokers and other sources of market information.

Without duplication of amounts calculated based on information described in clause (i), (ii) or (iii) above, or other relevant information, and when it is commercially reasonable to do so, the Determining Party may in addition consider in calculating a Close-out Amount any loss or cost incurred in connection with its terminating, liquidating or re-establishing any hedge related to a Terminated Transaction or group of Terminated Transactions (or any gain resulting from any of them).

Commercially reasonable procedures used in determining a Close-out Amount may include the following:-

(1)application to relevant market data from third parties pursuant to clause (ii) above or information from internal sources pursuant to clause (iii) above of pricing or other valuation models that are, at the time of the determination of the Close-out Amount, used by the Determining Party in the regular course of its business in pricing or valuing transactions between the Determining Party and unrelated third parties that are similar to the Terminated Transaction or group of Terminated Transactions; and

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(2)application of different valuation methods to Terminated Transactions or groups of Terminated Transactions depending on the type, complexity, size or number of the Terminated Transactions or group of Terminated Transactions.

"Confirmation" has the meaning specified in the preamble.

"consent" includes a consent, approval, action, authorization, exemption, notice, filing, registration or exchange control consent.

"Contractual Currency" has the meaning specified in Section 8(a).

"Convention Court" means any court which is bound to apply to the Proceedings either Article 17 of the 1968 Brussels Convention on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters or Article 17 of the 1988 Lugano Convention on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Cross-Default" means the event specified in Section 5(a)(vi).

"Default Rate" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.

"Defaulting Party" has the meaning specified in Section 6(a). "Designated Event" has the meaning specified in Section 5(b)(v). "Determining Party" means the party determining a Close-out Amount. "Early Termination Amount" has the meaning specified in Section 6(e).

"Early Termination Date" means the date determined in accordance with Section 6(a) or 6(b)(iv).

"electronic messages" does not include e-mails but does include documents expressed in markup languages, and

"electronic messaging system" will be construed accordingly.

"English law" means the law of England and Wales, and "English" will be construed accordingly. "Event of Default" has the meaning specified in Section 5(a) and, if applicable, in the Schedule. "Force Majeure Event" has the meaning specified in Section 5(b).

"General Business Day" means a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits).

"Illegality" has the meaning specified in Section 5(b).

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"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organized, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority), and "unlawful" will be construed accordingly.

"Local Business Day" means (a) in relation to any obligation under Section 2(a)(i), a General Business Day in the place or places specified in the relevant Confirmation and a day on which a relevant settlement system is open or operating as specified in the relevant Confirmation or, if a place or a settlement system is not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) for the purpose of determining when a Waiting Period expires, a General Business Day in the place where the event or circumstance that constitutes or gives rise to the Illegality or Force Majeure Event, as the case may be, occurs, (c) in relation to any other payment, a General Business Day in the place where the relevant account is located and, if different, in the principal financial center, if any, of the currency of such payment and, if that currency does not have a single recognized principal financial center, a day on which the settlement system necessary to accomplish such payment is open, (d) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), a General Business Day (or a day that would have been a General Business Day but for the occurrence of an event or circumstance which would, if it occurred with respect to payment, delivery or compliance related to a Transaction, constitute or give rise to an Illegality or a Force Majeure Event) in the place specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (e) in relation to Section 5(a)(v)(2), a General Business Day in the relevant locations for performance with respect to such Specified Transaction.

"Local Delivery Day" means, for purposes of Sections 5(a)(i) and 5(d), a day on which settlement systems necessary to accomplish the relevant delivery are generally open for business so that the delivery is capable of being accomplished in accordance with customary market practice, in the place specified in the relevant Confirmation or, if not so specified, in a location as determined in accordance with customary market practice for the relevant delivery.

"Master Agreement" has the meaning specified in the preamble.

"Merger Without Assumption" means the event specified in Section 5(a)(viii). "Multiple Transaction Payment Netting" has the meaning specified in Section 2(c). "Non-affected Party" means, so long as there is only one Affected Party, the other party.

"Non-default Rate" means the rate certified by the Non-defaulting Party to be a rate offered to the Non-defaulting Party by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by the Non-defaulting Party for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant market.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head or home office.

"Other Amounts" has the meaning specified in Section 6(f).

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"Payee" has the meaning specified in Section 6(f).

"Payer" has the meaning specified in Section 6(f).

"Potential Event of Default" means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

"Proceedings" has the meaning specified in Section l 3(b).

"Process Agent" has the meaning specified in the Schedule.

"rate of exchange" includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organized, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.

"Schedule" has the meaning specified in the preamble.

"Scheduled Settlement Date" means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.

"Specified Entity" has the meaning specified in the Schedule.

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is not a Transaction under this Agreement but (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, weather index transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) above that is currently, or in the future becomes, recurrently entered into in the financial markets (including terms and conditions incorporated by reference in such agreement) and which is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made, (b) any combination of these transactions and

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Stamp Tax Jurisdiction" has the meaning specified in Section 4(e).

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"Tax" means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means, with respect to any Early Termination Date, (a) if resulting from an Illegality or a Force Majeure Event, all Affected Transactions specified in the notice given pursuant to Section 6(b)(iv), (b) if resulting from any other Termination Event, all Affected Transactions and (c) if resulting from an Event of Default, all Transactions in effect either immediately before the effectiveness of the notice designating that Early Termination Date or, if Automatic Early Termination applies, immediately before that Early Termination Date.

"Termination Currency" means (a) if a Termination Currency is specified in the Schedule and that currency is freely available, that currency, and (b) otherwise, euro if this Agreement is expressed to be governed by English law or United States Dollars if this Agreement is expressed to be governed by the laws of the State of New York.

"Termination Currency Equivalent" means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the "Other Currency"), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Close-out Amount is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.

"Termination Event" means an Illegality, a Force Majeure Event, a Tax Event, a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.

"Threshold Amount" means the amount, if any, specified as such in the Schedule.

"Transaction" has the meaning specified in the preamble.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii) or due but for Section 5(d)) to such party under Section 2(a)(i) or 2(d)(i)(4) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date, (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii) or 5(d)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be delivered and (c) if the Early Termination Date results from an Event of Default, a Credit Event Upon Merger or an Additional Termination Event in respect of which all outstanding Transactions are Affected Transactions, any Early Termination Amount due prior to such Early Termination Date and which remains unpaid as of such Early Termination Date, in each case together with any amount of interest accrued or other

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compensation in respect of that obligation or deferred obligation, as the case may be, pursuant to Section 9(h)(ii)(1) or (2), as appropriate. The fair market value of any obligation referred to in clause (b) above will be determined as of the originally scheduled date for delivery, in good faith and using commercially reasonable procedures, by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it will be the average of the Termination Currency Equivalents of the fair market values so determined by both parties.

“Waiting Period” means:-

(a)in respect of an event or circumstance under Section 5(b)(i), other than in the case of Section 5(b)(i)(2) where the relevant payment, delivery or compliance is actually required on the relevant day (in which case no Waiting Period will apply), a period of three Local Business Days (or days that would have been Local Business Days but for the occurrence of that event or circumstance) following the occurrence of that event or circumstance; and

(b)in respect of an event or circumstance under Section 5(b)(ii), other than in the case of Section 5(b)(ii)(2) where the relevant payment, delivery or compliance is actually required on the relevant day (in which case no Waiting Period will apply), a period of eight Local Business Days (or days that would have been Local Business Days but for the occurrence of that event or circumstance) following the occurrence of that event or circumstance.

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

WELLS FARGO COMMODITIES, LLCMONTANA RENEWABLES, LLC

........................................................................................................................................................................

(Name of Party)(Name of Party)

By: /s/ Rilla Park By: /s/ Vincent Donargo .

Name:Rilla ParkName: Vincent Donargo

Title:Authorized SignatoryTitle:

Executive Vice President and Chief Financial Officer

Date:10/3/2023Date: 10/3/2023

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Exhibit 10.2

SCHEDULE

to the

ISDA 2002 MASTER AGREEMENT

dated as of October 3, 2023 between

WELLS FARGO COMMODITIES, LLC (“Party A”)

and MONTANA RENEWABLES, LLC (“Party B”)

Part 1.

Termination Provisions

(a)	“Specified Entity” means, with respect to Party A and Party B for all purposes of this Agreement, none specified.

(b)

“Specified Transaction” has its meaning as defined in Section 14, provided that for purposes of Section 5(a)(v), “Specified Transaction” shall also mean any Physical Commodity Transaction; provided further that an Event of Default shall not occur under Section 5(a)(v) for any failure to make or take delivery of a commodity under a Physical Commodity Transaction if such failure results from force majeure or such commodity (or a means for making or taking delivery of such commodity) is unavailable to effect such delivery for a reason unrelated to the financial condition of the relevant party (or its Credit Support Provider or Specified Entity) acting in good faith, where:

“Physical Commodity Transaction” means any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) which is a transaction for purchasing (or repurchasing), selling (or reselling) or delivering one or more commodities, whether on a spot basis or for future delivery, or for borrowing, lending, transporting or storing one or more commodities.

(c)	“Cross Default” shall apply to Party B and shall not apply to Party A.

“Specified Indebtedness” has the meaning set forth in Section 14 and shall also include any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of Financial Market Transactions. For the purposes hereof, “Financial Market Transactions” means any transaction of a type specified in the definition of Specified Transaction which is entered into between a party hereto and any other entity, and for the purposes of testing against the Threshold Amount, the “aggregate principal amount” thereof shall be deemed to be a reference to the mark-to-market value of that Financial Market Transaction (or, if any actual amount is due as a result of the termination or close-out of that Financial Market Transaction, that amount).

“Threshold Amount” means with respect to Party B, an amount (including its equivalent in another currency) equal to $10,000,000, provided that for any Specified Indebtedness payable by Party B (or any Credit Support Provider of Party B) to Party A, Threshold Amount means any amount of such Specified Indebtedness.

(d)	“Credit Event Upon Merger” shall apply to Party B and shall not apply to Party A, provided that the provisions of Section 5(b)(v)(2) and 5(b)(v)(3) shall not apply, shall be deemed deleted, and shall be without

force or effect.

(e)	“Automatic Early Termination” does not apply to either party.

(i)

Notwithstanding the foregoing, if the bankruptcy or insolvency laws of the jurisdiction in which the Defaulting Party is organized or formed do not expressly permit the Non-defaulting Party to exercise its rights under Section 6(a) for an Event of Default under Section 5(a)(vii)(4) or (6) with respect to the Defaulting Party, then Automatic Early Termination shall apply to the Defaulting Party.

(ii)

In addition to the provisions of Section 6(e)(iii), if an Early Termination Date occurs under Section 6(a) as the result of Automatic Early Termination, and if the Non-defaulting Party determines that it either sustained or incurred a loss or damage or benefited from a gain in respect of any Transaction, as a result of any change in one or more rates, prices, yields, quotations, volatilities, spreads or other measures of economic value or risk relevant to that Transaction or to any related hedge of the Non-defaulting Party between that Early Termination Date and the date upon which the Non-defaulting Party first becomes aware of the occurrence of that Early Termination Date, then the Termination Currency Equivalent of the amount of such loss or damage shall be added to the amount due by the Defaulting Party or deducted from the amount due by the Non-defaulting Party, as the case may be (in both cases pursuant to Section 6(e)(i)), or the Termination Currency Equivalent of the amount of such gain shall be deducted from the amount due by the Defaulting Party or added to the amount due by the Non-defaulting Party, as the case may be (in both cases pursuant to Section 6(e)(i)).

(f)	“Termination Currency” means U.S. Dollars.

(g)	“Additional Termination Event” shall apply and each of the following events or circumstances shall be an Additional Termination Event in respect of which Party B is the sole Affected Party and all Transactions are Affected Transactions:

(i)

Change of Control. The occurrence of a Change of Control.

(ii)

Sale of Refinery. Party B or any of its Subsidiaries sells, leases, subleases, transfers or otherwise disposes of, in one transaction or a series of related transactions, all or substantially all of the assets that constitute the Refinery.

(iii)

Going Concern Qualification. Any annual financial statement delivered under Part 3 of this Schedule or any related correspondence from Party B’s and/or Parent’s independent certified public accountants contains a “going concern” or like qualification or exception as certified by Party B’s and/or Parent’s independent certified public accountants.

(iv)

[Reserved]

(v)

Judgments. There is entered against Party B or Parent (A) one or more final judgments or orders for the payment of money in an aggregate amount (as to all judgments and orders) exceeding $10,000,000 (in the case of Party B or Parent) (in each case to the extent not covered by independent third-party insurance) which is not paid when due in accordance with its terms, or (B) one or more non-monetary final orders of a court of competent jurisdiction that have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(vi)

Breach of Base Agreement. Party B fails, after giving effect to any applicable notice requirement or grace period, to perform its obligations under, comply with, or maintain in any material respect any Base Agreement (except the Base Agreements identified in clause (a) of such defined term),

and such failure results in (i) Party B receiving a notice of termination of such Base Agreement or (ii) the termination of such Base Agreement.

(vii)

Montana Gasoline/Special Fuel Distributor License. Party A is unable, after using commercially reasonable efforts, to obtain a Gasoline/Special Fuel Distributor License from the Montana Department of Transportation within 60 calendar days of the date of this Agreement.

(viii)

BNSF Acknowledgement. Party B fails to use commercially reasonable efforts to procure the delivery to Party A, within 60 calendar days of the date of this Agreement, of an acknowledgement from BNSF Railway Company of Party A’s rights to direct the transportation or disposition of any Collateral Inventory held by BNSF Railway Company pursuant to the enforcement by Party A of the security over such Collateral Inventory created by the Security Agreement.

(h)	No Force Majeure. “Force Majeure Event” shall not apply to Party A or to Party B.

Part 2.

Tax Representations

(a)	Payer Tax Representations. For the purpose of Section 3(e) of this Agreement, each party makes the following representation:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of this Agreement) to be made by it to the other party under this Agreement.

In making this representation, a party may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) or 3(g) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement, and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement, and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, except that it will not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b)	Payee Tax Representations. For the purpose of Section 3(f) of this Agreement:

(i)Party A makes the following representation(s):

(A)

It is a limited liability company organized or formed under the laws of the State of Delaware and is a United States person for United States federal income tax purposes.

(B)

Party A makes no other Payee Tax Representations.

(ii)Party B makes the following representation(s):

(A)

It is organized or formed under the laws of a state within the United States, and it is (or, if Party B is disregarded for United States federal income tax purposes, its beneficial owner is) a United States person for United States federal income tax purposes.

(B)

Party B makes no other Payee Tax Representations.

Part 3.

Documents

(a)	Tax Forms.

(i)

Delivery of Tax Forms. For the purpose of Section 4(a)(i), and without limiting Section 4(a)(iii), each party agrees to duly complete, execute and deliver to the other party the tax forms specified below with respect to it (A) before the first date on which any payment is due under this Agreement, (B) promptly upon reasonable demand by the other party and (C) promptly upon learning that any such form previously provided by the party has become obsolete or incorrect.

(ii)

Tax Forms to be Delivered by Party A:

A correct, complete and duly executed U.S. Internal Revenue Service Form W-9 (or successor thereto), together with any appropriate attachments, that eliminates U.S. federal backup withholding tax on payments to Party A under this Agreement.

(iii)

Tax Forms to be Delivered by Party B:

A correct, complete and duly executed U.S. Internal Revenue Service Form W-9 (or successor thereto) , together with any appropriate attachments, that eliminates U.S. federal backup withholding tax on payments to Party B under this Agreement.

(b)

Delivery of Documents. When it delivers this Agreement, each party shall also deliver its closing documents to the other party in form and substance reasonably satisfactory to the other party. Capitalized terms used in this Part 3(b) and not otherwise defined have the meanings given to them in the Master Confirmation (as defined in Part 5(b) below).

Party	Documents to be delivered by such party	Delivery due date	Covered by §3(d)
Party B	A copy of Party B’s organizational documents, including its operating agreement and any articles or certificate of registration or incorporation, and any amendments thereto.	Upon execution of this Agreement and with respect to any subsequent amendment, at or promptly following the time of such amendment.	Yes
Party B	A duly executed incumbency certificate of Party B certifying the name, true signature and authority of each person authorized to execute this Agreement (including Confirmations and the Credit Support Annex) and each other Transaction Document, together with, if this Agreement or any Transaction for Party B is being executed through any of Party B’s members or managers that is a corporate entity, an incumbency certificate of each such member or manager certifying the name, true signature and authority of each such person.	Upon execution of this Agreement, and for any Confirmation, promptly upon request.	Yes
Party B	A certified copy of the resolutions or	Upon execution of this	Yes

	unanimous consent of Party B duly adopted by or on behalf of the members or managers of Party B as applicable authorizing the execution, delivery and performance by Party B of this Agreement (including Confirmations and the Credit Support Annex) and each other Transaction Document, and authorizing Party B to enter into Transactions hereunder.	Agreement.
Party A and Party B	The party’s annual report containing audited consolidated financial statements prepared in accordance with accounting principles that are generally accepted in such party’s country of organization and certified by independent certified public accountants for each fiscal year, provided that, the annual report, in the case of Party A will be that of its Holding Company. As used herein, “Holding Company” means Wells Fargo & Company or any successor bank holding company of Party A or of Party A’s successors.	If requested by the other party, as soon as available and in any event within 120 days after the end of each of its or of its Credit Support Provider’s, as applicable, fiscal years if such financial statement is not available on “EDGAR” or a party's website (in the case of Party A, at www.wellsfargo.com).	Yes, provided that (i) any amendment or restatement of Party A’s financial reports shall be disregarded for such purpose unless it is material to Party A and its ability to perform its obligations under this Agreement and (ii) for purposes of this deliverable, Section 3(d) of the Agreement is amended by replacing the phrase “true, accurate and complete in every material respect” with “a true and fair representation of such information”.
Party A and Party B	The party’s unaudited consolidated financial statements, the consolidated balance sheet and related statements of income for each fiscal quarter, prepared in accordance with accounting principles that are generally accepted in such party’s country of organization and provided that the documents referred to above in the case of Party A will be that of its Holding Company.	If requested by the other party, as soon as available and in any event within 75 days after the end of each of its fiscal quarters if such financial statement is not available on “EDGAR” or a party’s website (in the case of Party A, at www.wellsfargo.com).	Yes
Party B	A certificate executed by a director or senior officer of Party B certifying that (i) no Material Adverse Effect has occurred with respect to Party B’s business since December 31, 2022, except as disclosed in writing to Party A by Party B; and (ii)	Upon execution of this Agreement.	Yes

	either (a) attaching copies of all consents, authorizations and filings required on the closing date hereof in connection with this Agreement and the transactions contemplated hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement and stating that such consents, licenses and filings are in full force and effect (other than the UCC-1 Financing Statements to be filed in connection with this Agreement or such consents, authorizations and filings that have already been obtained or made) or (b) stating that no such consents, licenses or approvals are so required as of the closing date hereof.
Party B	Each Transaction Document, duly executed by each party thereto.	Upon execution of this Agreement, or thereafter, promptly upon execution of such Transaction Document.	No
Party B	A copy of each Base Agreement, and any amendments thereto.	Upon execution of this Agreement and with respect to any subsequent amendment, at or promptly following the time of such amendment.	Yes
Party B	Evidence that all Encumbrances (other than Permitted Encumbrances) on the Commodity(ies) subject to any Transaction under the Master Confirmation shall have been released in form and substance acceptable to Party A and copies of all UCC-3 termination statements or amendments filed in connection with the release of such liens.	Upon execution of this Agreement in respect of any quantities of Commodities subject to the Security Agreement; or thereafter, promptly upon agreement between the Parties to include an additional Approved Storage Facility for purposes of the Transaction Documents.	Yes
Party B	A Perfection Certificate (as defined in the Security Agreement) executed by a director or senior officer of Party B.	Upon execution of this Agreement.	Yes
Party B	UCC lien, tax, judgment, fixture and bankruptcy searches relating to Party B in jurisdictions reasonably requested by Party A, the results of which are acceptable in form and substance to Party	Upon execution of this Agreement.	No

	A.
Party B	A UCC-1 Financing Statement necessary to perfect Party A’s security interest in the assets subject to the Security Agreement, naming Party B as “debtor” and Party A as “secured party” and describing the “collateral” as the assets subject to the Security Agreement.	Upon execution of this Agreement.	Yes
Party B	A UCC-1 Financing Statement filed with the Secretary of State of the State of each third-party Warehouseman’s (if any) formation or otherwise necessary to perfect Party A’s security interest in the assets subject to the Security Agreement, naming Party A as “bailor”, such third-party Warehouseman as “bailee” and describing the “collateral” as the assets subject to the Security Agreement held by that Warehouseman.	Upon execution of this Agreement and thereafter, promptly upon agreement between the Parties to include an additional Approved Storage Facility for purposes of the Transaction Documents.	Yes
Party B	Such other information regarding Party B’s financial condition, business and operations as Party A may reasonably request, except to the extent that disclosure of such information would violate any applicable law, court order, arbitration or mediation proceeding order, or stock exchange requirement or any confidentiality obligations binding upon it.	Promptly upon request.	Yes
Party B	Any information from time to time delivered by Party B to lenders, agents, noteholders, trustees or other creditors under outstanding Group Financing Agreement.	Concurrently with delivery to such third parties, unless such information is made available on “EDGAR” in a timely manner.	Yes
Party B	Opinions of legal counsel to Party B addressed to Party A in respect of (i) the capacity and authority of Party B to enter into the Transaction Documents and carry out the transactions contemplated thereby and (ii) the legality, enforceability and binding effect of the obligations undertaken by Party B in the Transaction Documents.	Upon execution of this Agreement.	No

Part 4.

Miscellaneous

(a)	Addresses for Notices.

(i)

To Party A. For purposes of Section 12(a) of this Agreement, all notices or communications to Party A shall, with respect to any particular Transaction, be sent or delivered to the address or number specified by Party A in the relevant Confirmation (or if not so specified, as specified by Party A in writing for that Transaction or type of Transaction, or if not so specified, then to its address or facsimile number specified below), and otherwise with respect to this Agreement, as specified below, provided that any notice under Section 5 or 6 of this Agreement shall be sent or delivered to Party A at the address specified below as required by Section 12(a).

WELLS FARGO COMMODITIES, LLC

c/o Wells Fargo Bank, N.A.

45 Fremont Street, 30th Floor

MAC A0194-300

San Francisco, CA 94105

Facsimile No.: (877) 564-8524

Attention: Derivatives Documentation Manager

(ii)

To Party B. Section 12(a) shall be deleted and replaced in its entirety with the following:

Any notice or other communication in respect of this Agreement may be given in any manner described below (except that a notice or other communication under Section 5 or Section 6 may not be given by electronic messaging system or e-mail) to the address or number or in accordance with the electronic messaging system or e-mail details provided below and will be deemed effective as indicated:

(i) if in writing and delivered in person or by courier, on the date it is delivered;

(ii)

if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date it is delivered;

(iii)

if sent by electronic messaging system, on the date it is received; or

(iv)

if sent by e-mail, on the date it is delivered,

unless the date of that delivery or that receipt, as applicable, is not a Local Business Day or that communication is delivered or received, as applicable, after the close of business on a Local Business Day, in which case that communication will be deemed given and effective on the first following day that is a Local Business Day.

MONTANA RENEWABLES, LLC

1807 3^rd Street NW

Great Falls, MT 59404

Attention: Chief Financial Officer
Phone: 317-328-5660

Email: vincent.donargo@calumetspecialty.com

With copy to:

Chief Financial Officer
Calumet Specialty Products Partners, L.P.
2780 Waterfront Parkway E. Drive
Indianapolis, IN 46214
Phone: 317 328 5660
Email: vincent.donargo@calumetspecialty.com

And to:

Calumet Legal Dept., Attention General Counsel
2780 Waterfront Parkway E. Drive
Indianapolis, IN 46214
Phone:317 328 5660
Email: greg.morical@calumetspecialty.com

And to:

Joshua P. Agrons, Esq.
Norton Rose Fulbright US LLP
1301 McKinney Street, Suite 5100
Houston, TX 77010
Phone: 713 651 5529
Email: josh.agrons@nortonrosefulbright.com

(b)	Process Agent. For the purpose of Section 13(c) of this Agreement, neither party appoints a Process Agent hereunder.

(c)	Offices. Section 10(a) applies.

(d)	Multibranch Party.

(i)Party A is not a Multibranch Party.

(ii)Party B is not a Multibranch Party.

(e)	“Calculation Agent” means Party A, provided however that if Party A is a Defaulting Party, then the Calculation Agent shall be Party B.

(f)	“Credit Support Document” means each of the following:

(i)

with respect to each of Party A and Party B: the Credit Support Annex hereto dated as of the date of this Agreement, executed and delivered by Party A and Party B, as amended or supplemented from time to time; and

(ii)

with respect to Party B only: (A) the pledge and security agreement dated as of the date of this Agreement and executed by Party B in favor of Party A, as amended or supplemented from time to time (the “Security Agreement”); (B) any other document which by its terms secures, guarantees or otherwise supports Party B’s obligations under this Agreement or any other Transaction Document from time to time, whether or not this Agreement, any Transaction, or any type of Transaction entered into hereunder is specifically referenced or described in any such document; (C) each Storage Agreement; and (D) each Creditor Acknowledgement.

(g)	“Credit Support Provider” means, in relation to Party A, not applicable.

“Credit Support Provider” means, in relation to Party B, not applicable.

(h)

Governing Law and Jurisdiction. To the extent not otherwise preempted by U.S. Federal law, this Agreement and all matters arising out of or relating to this Agreement will be governed by and construed in accordance with the law of the State of New York (without giving effect to any provision of New York law that would cause another jurisdiction’s laws to be applied). Section 13(b) of this Agreement is hereby amended by deleting the word “non-exclusive” appearing in subparagraph (i)(2) thereof and substituting therefor the word “exclusive”, provided that nothing in Section 13(b) shall prohibit a party from bringing an action to enforce a money judgment in any other jurisdiction.

(i)	WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING IN CONNECTION WITH THIS AGREEMENT, ANY CREDIT SUPPORT DOCUMENT TO WHICH IT IS A PARTY, OR ANY TRANSACTION.

If any existing agreement, document, transaction or facility to which either party or an affiliate is a party provides for arbitration to apply to other agreements, documents, transactions or facilities between the relevant parties or their affiliates, or to any dispute arising out of or relating to any such other agreement, document, transaction or facility, then it is hereby agreed that such provision for arbitration shall not apply to, or to any dispute arising out of or relating to, this Agreement or any Transaction, notwithstanding anything to the contrary contained in any such existing agreement, document, transaction or facility.

(j)

Netting of Payments. “Multiple Transaction Payment Netting” will apply for purposes of Section 2(c) of this Agreement, and for the purposes of Multiple Transaction Payment Netting only, the Credit Support Annex hereto shall be deemed to be a Transaction subject to and forming part of this Agreement.

(k)	“Affiliate” has its meaning as defined in Section 14.

(l)	Absence of Litigation. For purposes of Section 3(c), “Specified Entity” means in relation to Party A and Party B, none specified.

(m)	No Agency. The provisions of Section 3(g) of this Agreement will apply.

(n)	Additional Representation will apply. For the purpose of Section 3 of this Agreement, the following will each constitute an Additional Representation:

(i)

Relationship Between Parties. Each party will be deemed to represent to the other party on the date on which it enters into a Transaction Document that:

(1)

Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into the Transaction Document and as to whether the Transaction Document is appropriate or proper for it based solely upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party or any of its affiliates (or its respective representatives) as investment advice or as a recommendation to enter into the Transaction Document, it being understood that information and explanations related to the terms and conditions of any Transaction Document will not be considered investment advice or a recommendation to enter into the Transaction Document. No communication (written or oral) received from the other party or any of its affiliates (or its respective representatives) will be deemed to be an assurance or guarantee as to the expected results of the Transaction Document.

(2)

Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction Document based solely upon its own evaluation of the Transaction Document (including the present and future results, consequences, risks, and benefits thereof, whether financial, accounting, tax, legal, or otherwise) or that of its own advisers. It is also capable of assuming, and assumes, the risks of the Transaction Document. It also understands that the terms under which any Transaction may be terminated early are set forth in this Agreement (or in the relevant Confirmation), and any early termination of a Transaction other than pursuant to such terms is subject to mutual agreement of the parties confirmed in writing, the terms of which may require one party to pay an early termination fee to the other party based upon market conditions prevailing at the time of early termination.

(3)

Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of the Transaction Document, and any agency, brokerage, advisory or fiduciary services that the other party (or any of its affiliates) may otherwise provide to the party (or to any of its affiliates) excludes the Transaction Document.

(ii)

Eligibility. Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that it is an “eligible contract participant” within the meaning of the Commodity Exchange Act.

(iii)

ERISA. Each party represents to the other party at all times hereunder that it is not (i) an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or a plan as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), subject to Title I of ERISA or Section 4975 of the Code, or a plan as so defined but which is not subject to Title I of ERISA or Section 4975 of the Code but is subject to another law materially similar to Title I of ERISA or Section 4975 of the Code (each of which, an “ERISA Plan”), (ii) a person or entity acting on behalf of an ERISA Plan, or (iii) a person or entity the assets of which constitute assets of an ERISA Plan.

(o)

Recording of Conversations. Each party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties or any of their Affiliates in connection with this Agreement or any Transaction or potential Transaction, (ii) agrees to obtain upon request of the other party any necessary consent of, and give any necessary notice (as specified by the requesting party) of such recording to, its relevant personnel and those of its Affiliates and (iii) agrees, to the extent permitted by applicable law, that such recordings may be submitted in evidence in any Proceedings.

Part 5.

Other Provisions

(a)

2021 ISDA Definitions. This Agreement and each Transaction are subject to the 2021 ISDA Interest Rate Derivatives Definitions published by the International Swaps and Derivatives Association, Inc. (the “2021 ISDA Definitions”) and will be governed by the provisions of the 2021 ISDA Definitions. The provisions of the 2021 ISDA Definitions are incorporated by reference in, and shall form part of, this Agreement and each Confirmation. The provisions of this Agreement (exclusive of the 2021 ISDA Definitions) shall prevail in the event of any conflict between such provisions and the 2021 ISDA Definitions.

(b)

Scope of Agreement. Notwithstanding anything to the contrary in any agreement which purports to confirm or evidence a transaction forming part of or subject to this Agreement, the only transactions now existing or hereafter entered into between the parties (whether or not evidenced by a Confirmation) which shall

constitute a “Transaction” under this Agreement subject to, governed by, and construed in accordance with the terms of this Agreement shall be those expressly incorporating and subject to Master Confirmation.

(c)	Change of Account. Any account designated by a party pursuant to Section 2(b) shall be in the same legal and tax jurisdiction as the original account.

(d)	Cash Transfer. Cash amounts required to be transferred under the Credit Support Annex (including, for the avoidance of doubt, the Delivery Amount and the Return Amount) are deemed to be payments under this Agreement for purposes of Section 5(a)(i) of this Agreement.

(e)

Confirmation Procedures. Each confirming document, acknowledgment or other written evidence intended by the parties to be effective for the purpose of confirming or evidencing a Transaction, whether created by delivery or exchange of written terms that match, or by making available written terms in a manner that permits the recipient to review and/or accept the terms, or by delivery to an agent or service provider, or via electronic messaging system, electronic communication network, or web-based platform that confirms the matching of such terms, shall constitute a “Confirmation” as referred to in this Agreement, provided that both parties agree in writing or by their course of conduct to use such method with respect to Transactions or certain types of Transactions.

(f)QFC Stay Rules Agreement.

(i)

Bilateral Agreement. If, prior to the date of this Agreement, both parties hereto have executed an Agreement to Amend Certain Qualified Financial Contracts or a bilateral agreement which amends one or more QFCs between them in a manner consistent with the QFC Stay Rules (such applicable agreement, the “Bilateral Agreement”), the terms of the Bilateral Agreement shall be incorporated into and form a part of this Agreement. For purposes of incorporating the Bilateral Agreement, each party shall be deemed to have the status of “Covered Entity” or “Counterparty Entity” (as such terms are defined therein) applicable to it under the Bilateral Agreement and this Agreement shall be deemed to be a “Covered Agreement” (as defined therein).

(ii)For purposes hereof, the following terms have the following meanings:

“QFC” has the meaning assigned to the term “qualified financial contract” as defined in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Stay Rules” means the regulations codified at 12 C.F.R. 252.2, 252.81–8 (the “Federal Reserve Rule”), 12 C.F.R. 382.1-7 (the “FDIC Rule”) and 12 C.F.R. 47.1-8 (the “OCC Rule”). All references herein to the specific provisions of the Federal Reserve Rule, the FDIC Rule and the OCC Rule shall be construed, with respect to Wells Fargo Bank, N.A., to the particular QFC Stay Rule(s) applicable to it.

(iii)

If after the date of this Agreement, both parties hereto shall have become adhering parties to the ISDA 2018 U.S. Resolution Stay Protocol, as published by the International Swaps and Derivatives Association, Inc. as of July 31, 2018 (the “ISDA U.S. QFC Protocol”), the terms of the ISDA U.S.QFC Protocol will supersede and replace this Part 5(f).

(g)

Foreign Account Tax Compliance Act. The following provision shall apply in respect of this Agreement (including the Schedule hereto, any Credit Support Annex and each Transaction that has been or will be entered into hereunder) and shall survive the termination of any Transaction or Confirmation:

“Withholding Tax imposed on payments to non-U.S. counterparties under the United States Foreign Account Tax Compliance Act. “Tax” as used in Part 2(a) of this Schedule (Payer Tax Representation) and “Indemnifiable Tax” as defined in Section 14 of this Agreement shall not include any U.S. federal

withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of this Agreement.”

(h)	Deduction or Withholding for Tax. Section 2(d)(i)(4)(B) is hereby amended by adding the words “or 3(g)” in the first line after the words “Section 3(f)”.

(i)	Default Rate. The definition of “Default Rate” in Section 12 shall be deleted and replaced in its entirety with the following:

““Default Rate” means a rate per annum equal to (i) the rate determined for that day in accordance with clause 3(b) (Transaction Fee Rate) of the Master Confirmation plus (ii) 2.00 per cent. per annum (and interest amounts to be determined by reference to the Default Rate pursuant to this Agreement shall accrue daily at such rate).”

(j)	Notice of Certain Events.

(i)

Each party agrees, upon learning of the occurrence or existence of any Event of Default, Potential Event of Default or Termination Event with respect to such party, promptly to give the other party notice of such event or condition; provided that failure to provide notice of such event or condition pursuant to this Part 5(j)(i) shall not constitute an Event of Default.

(ii)

Party B shall notify Party A within four Business Days after becoming aware of any of the following events or circumstances:

(A)

the entry by Party B or Calumet Montana into a binding written agreement to sell, lease, sublease, transfer or otherwise dispose of, or grant any Person an option to acquire, in one transaction or a series of related transactions, all or a material portion of the Refinery assets, including pursuant to the Stonebriar Sale and Leaseback Agreements; provided that so long as Party B or an Affiliate is required to make public filings of such information pursuant to the Exchange Act, such information is available on the SEC’s “EDGAR” database and the filing of such information is made in a timely manner, then Party B shall not be required to provide such information to Wells Fargo;

(B)

the entry by Party B or Parent into a binding agreement to consolidate or amalgamate with, merge with or into, or transfer all or substantially all of its assets to, another entity (including an Affiliate (other than a Qualifying Owner));

(C)

an early termination of or any notice of or the occurrence of any “event of default” under any Base Agreement;

(D)

an early termination of or any notice of or the occurrence of an “event of default” under any Group Financing Agreement;

(E)

an amendment to any Group Financing Agreement; provided that (1) Party B shall notify Wells Fargo at least ten Business Days prior to it entering into any new Group Financing Agreement, and (2) Party B shall not be required to provide notice of any event described in this Part 5(j)(ii)(E) if and to the extent that notice of such event is filed or furnished by the Party B or an Affiliate pursuant to the Exchange Act and the filing containing such

notice is are available on the SEC’s “EDGAR” database; and

(F)

the public announcement of any transaction or proposed transaction that contemplates, results or would (if consummated) result in a Change of Control.

(k)

PATRIOT ACT. In order to comply with applicable law in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (for example section 326 of the USA PATRIOT Act of the United States), Party A or its Affiliates is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with Party A and its Affiliates. Accordingly, Party B agrees to provide to Party A and its Affiliates, upon its request from time to time, such identifying information and documentation as may be available to Party B in order to enable Party A and its Affiliates to comply with such applicable law.

(l)

Regulation W. Party B represents and agrees that none of its payment or performance obligations owed to Party A under this Agreement will be financed, in whole or in part, with any loan, letter of credit, line of credit or any other extension of credit made to Party B (or to any of its affiliates) by Wells Fargo Bank, N.A. or any of its subsidiaries, including using any proceeds of any such loan, letter of credit, line of credit or extension of credit to make any such payment.

(m)	[Reserved]

(n)	Regulatory Events.

(i)

If Party A determines, in its reasonable judgment, that as a result of (A) the adoption or taking effect of any Applicable Law, (B) any change in Applicable Law or in the administration, interpretation or application thereof by any Governmental Authority, (C) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority or (D) any interpretation of or proposal to implement any of the foregoing (each, a “Regulatory Event”), Party A is or would (1) not permitted to hold or own all or certain types of Commodities, (2) be unable to perform in any material respect its obligations under this Agreement (including any Transaction under the Master Confirmation or the Credit Support Annex) or any other Transaction Document to which it is a party or (3) were it to continue to hold or own such Commodities or perform such obligations, be or likely to be subject to material additional or increased compliance burdens and costs, then it shall notify Party B in writing of such determination and the parties shall promptly consult in good faith to determine and assess what actions or steps, if any, either party or both parties could implement to alleviate, minimize and/or mitigate the effect of any such Regulatory Event.

(ii)

If the parties identify actions or steps that, in Party A’s reasonable judgment, can be implemented without resulting in Party A incurring any material additional costs or expenses under this Agreement or the relevant Transaction Document while preserving the economic terms and conditions of this Agreement, each Transaction and the Credit Support Annex (including economic benefits, risk allocation, costs and liabilities) and the other Transaction Documents, then the parties shall, in good faith and in a commercially reasonable manner, endeavor to implement such actions and steps. If the parties are unable to identify such actions or steps or are unable to implement any actions and steps that have been so identified, then Party A may, so long as such Regulatory Event continues, elect to terminate this Agreement by notice in writing to Party B on a date designated by Party A in such notice (which date shall be no earlier than 180 calendar days after the date of such notice unless such Regulatory Event has or is expected to become mandatorily effective at an earlier date, in which event termination shall be effective at such earlier date). On such date, an Additional Termination Event shall be deemed to have occurred (in respect of which Party B is the sole Affected Party and all Transactions are Affected Transactions) and Party A will be deemed to have duly delivered a termination notice in accordance with Section 6(b)(iv) of the Agreement

designating such date as the Early Termination Date; provided however, that no Break Fee shall be due from or payable by Party B on account of or arising from the foregoing.

(iii)

Without limiting the generality of the foregoing, following the occurrence of a Regulatory Event Party A may, in its sole discretion, elect to propose to modify this Agreement or any other Transaction Document so that Party A shall not be the owner of any Commodities held at any Title Storage Facility, and if Party A makes such election, then Party A and Party B shall, in good faith and in a commercially reasonable manner, endeavor to agree upon and execute such amendments and modifications to this Agreement or such other Transaction Document(s), take such other actions and execute and deliver such ancillary documents (including acknowledgments, consents and waivers) as Party A and Party B may agree upon, to implement such alternative structure, without prejudice to Party B’s right pursuant to clause 2(e) of the Master Confirmation to elect not to enter into further Transactions; provided however, that if the parties are unable to agree upon and implement any actions and steps that have been so identified, then Party A may, so long as such Regulatory Event continues, elect to terminate this Agreement by notice in writing to Party B on a date designated by Party A in such notice (which date shall be no earlier than 180 calendar days after the date of such notice and (i) in such case no Break Fee shall be payable by Party B, and (ii) Party A may decline to effect any additional commodity repurchase Transactions from and after the date of such notice, but the Parties shall still make Delivery Amounts and Return Amounts under the Credit Support Annex so long as the Regulatory Event does not similarly affect the legality, validity or enforceability of the Delivery Amounts and Return Amounts or the obligation to effect same.

(o)	Confidentiality.

(i)

The parties agree that the specific terms and conditions of the Transaction Documents, including any information exchanged between the parties, including calculations of any fees or other amounts paid by Party B to Party A under the Transaction Documents and all information received by Party A from Party B relating to the costs of operation, operating conditions, and other commercial information of Party B not made available to the public, are confidential and shall not be disclosed to any third party (“Confidential Information”), except (A) (x) as may be required by court order or Applicable Law (including without limitation as may be required by any applicable federal or state securities laws) or regulation which mandates reporting and/or retention of transaction and similar information or to the extent required by any order or directive regarding reporting and/or retention of transaction and similar information issued by any authority or body or agency in accordance with which the other party is required or accustomed to act (“Reporting Requirements”); and (y) to and between the other party’s head office, branches or Affiliates, or any persons or entities who provide services to such party or its head office, branches or Affiliates, in each case in connection with such Reporting Requirements; (B) as requested by a Governmental Authority, regulatory authority (including, any self-regulatory organization claiming to have jurisdiction) or any bank examiner or for evidentiary purposes in any action, proceeding or arbitration related to the Transaction Documents or the Confidential Information to which Party A or its Representatives (defined herein) is a party (C) to such party’s or its Affiliates’ employees, directors, shareholders, auditors, consultants, banks, lenders, financial advisors and legal advisors (collectively “Representatives”) for purposes of administering, negotiating, considering, processing or evaluating this Agreement and the other Transaction Documents or evaluating and/or effectuating one or more transaction(s) contemplated thereby, (D) for compliance, legal or risk management purposes, (E) using information regarding executed transactions on an aggregated and anonymized basis, to prepare internal analyses for its own use and market color, (F) as may be necessary to accomplish the execution, processing, clearing or settlement of the transaction or to outsource certain infrastructure and/or other tasks in order to streamline and/or centralize a series of processes linked to the finance, operational, back-office, credit, risk or other support or control functions, or (G) to such party’s insurance providers, solely for the purpose of procuring insurance

coverage or confirming the extent of existing insurance coverage; provided that, prior to any disclosure permitted by this sub-clause (G), such insurance providers shall have agreed in writing to keep confidential any information or document subject to this Part 5(o) (collectively, “Permitted Purposes”). For the purposes of clarity: (x) “evaluating and/or effectuating” one or more transaction(s) shall include the disclosure of certain transaction details to Representatives of Party A acting in a structuring, sales or trading capacity for the purpose of establishing the price of a transaction or adjusting the terms of an existing transaction; or to third parties to source liquidity to enable execution (such as the use of test trades designed to test market liquidity) of the transaction or to form or improve pricing of any transaction to be made available to the Party B, (y) “risk management purposes” means the disclosure of certain transaction details (but not Party B’s identity) to third parties for the purpose of establishing or adjusting one or more anticipatory hedges or other positions intended to manage or mitigate relevant market risk, liquidity risk and/or counterparty credit exposure (on an individual transaction or portfolio basis, in the same or a related product), to Party B that may be generated by one or more transactions, and (z) while seeking to use such Confidential Information to execute or hedge any transaction, each party may continue in its ordinary course of business to execute other transactions for other customers or for its market making purposes in the same or similar products. The obligations under this Part 5(o) shall terminate one year after the date on this Agreement was executed. In the event that a party breaches the provisions of this Paragraph (o) of Part 5 of the Schedule to the Agreement, such breach shall not constitute a breach subject to the provisions of Section 5(a)(ii) and instead the parties shall be entitled to such other remedies available at law, or in equity, to enforce or seek relief in connection with the confidentiality obligations contained herein.

(ii)

In the case of disclosure covered by sub-clause (i) of this Part 5(o), to the extent practicable and in conformance with the relevant court order, Applicable Law or request, the disclosing party shall notify the other party in writing of any proceeding of which it is aware which may result in disclosure (provided that no such notice shall be required for ordinary course of business regulatory reporting, and ordinary course of business regulatory examinations and audits, including self-regulatory examinations).

(iii)

Tax Disclosure. Notwithstanding anything herein to the contrary, the parties (and their respective employees, representatives or other agents) are authorized to disclose to any person the U.S. federal and state income tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to the parties relating to that treatment and structure, without the parties imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

(p)

Operational Schedules. Notwithstanding Part 4(a) above and Section 9(b), if an amendment is required to be made to an Operational Schedule, the parties may evidence their agreement to the amendment of such Operational Schedule by an exchange of e-mails between the parties provided that (i) such e-mails from each of the parties to the other expressly provide that they constitute an amendment to an Operational Schedule and (ii) include all of the addressees identified in Part 4(a) above.

(q)	Definitions.

(i)

Capitalized terms used in this Schedule and not otherwise defined have the meanings given to them in the Master Confirmation.

(ii)

For the purposes of this Schedule:

“Base Agreements” means (a) any agreements hereafter entered into between Party B and a third party pursuant to which Party B acquires any rights to use any Approved Storage Facility or related pipelines or sections thereof for the transportation of Commodities within and between the Refinery and any other storage location(s), (b) the Montana Renewables Services Agreement, (c) the Montana Renewables Lease, (d) each of the Stonebriar Sale and Leaseback Agreements and (e) any other agreement entered into by Party B or any of its Affiliates relating to the financing of the Refinery in excess of the Threshold Amount, including any relevant agreements related to financing, in excess of the Threshold Amount, of Commodities in connection with the Refinery, provided that this clause (e) does not cover or include agreements arising in the ordinary course of business related to the purchase and sale of Commodities and that give rise to trade payables;

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have correlative meanings;

“Board of Directors” means: (a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; (b) with respect to a partnership, the board of directors or board of managers of the general partner of the partnership or, if such general partner is itself a limited partnership, then the board of directors or board of managers of its general partner; (c) with respect to a limited liability company, the board of managers or directors, the managing member or members or any controlling committee of managing members thereof; and (d) with respect to any other Person, the board or committee of such Person serving a similar function;

“Calumet Montana” means Calumet Montana Refining, LLC, a Delaware limited liability company;

“Capital Stock” means: (1) in the case of a corporation, corporate stock; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person;

“Change of Control” means the occurrence of any of the following:

(a)

the direct sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the properties or assets of Party B taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

(b)

the adoption of a plan relating to the liquidation or dissolution of Party B;

(c)

(A) the consummation of any transaction (including, without limitation, any merger or consolidation), in one or a series of related transactions, the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), (other than Sponsor or any wholly owned Subsidiary of Sponsor), becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Capital Stock of Parent; (B) Sponsor (or any wholly

owned Subsidiary of Sponsor) ceases to manage, either directly or through an agent, the day to day operations of Parent, Party B, the Refinery or, to the extent required to operate the Refinery, the related refining assets located in Great Falls, Montana owned indirectly by Sponsor on the date of this Agreement; or (iii) Sponsor ceases to directly or indirectly own at least 50% of the Capital Stock of Parent; or

(d)

Parent ceases to directly own at least 51% of the Capital Stock of Party B.

Notwithstanding the preceding, a conversion of the Parent or Party B from a limited partnership, corporation, limited liability company or other form of entity to a limited liability company, corporation, limited partnership or other form of entity or an exchange of all of the outstanding Equity Interests in one form of entity for Equity Interests in another form of entity shall not constitute a Change of Control, so long as following such conversion or exchange the “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) who (x) Beneficially Owned the Capital Stock of the Parent immediately prior to such transactions continue to Beneficially Own in the aggregate more than 50% of the Voting Stock of such entity, or (y) Beneficially Owned the Capital Stock of Party B immediately prior to such transactions continue to Beneficially Own in aggregate 100% of the Voting Stock of such entity, or, in each case, continue to Beneficially Own sufficient Equity Interests in such entity to elect a majority of its directors, managers, trustees or other Persons serving in a similar capacity for such entity and, in either case, no “person,” other than a Qualifying Owner, Beneficially Owns more than 50% of the Voting Stock of Party B;

“Creditor Acknowledgement” means each Initial Creditor Acknowledgment and each other agreement entered into between Party A, Party B and another creditor of Party B (including each owner or operator of an Approved Storage Facility, other than Party B) pursuant to which such other creditor is provided notice of, and acknowledges, Wells Fargo’s rights and interests in the Collateral Inventory including Wells Fargo’s ownership of and title to the quantities of Commodities purchased by it from time to time pursuant to Transactions under the Master Confirmation and Wells Fargo's security interests in the inventory owned by Party B created by a Credit Support Document;

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination;

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied;

“Group Financing Agreement” means any credit agreement, indenture or other financing agreement under which Party B or Parent may incur or become liable for indebtedness for borrowed money (including capitalized lease obligations and reimbursement obligations with respect to letters of credit) in excess of $50,000,000, but only if the covenants thereunder limit or otherwise apply to any of the business, assets or operations of Party B and/or any of its Subsidiaries; “Master Confirmation” means the Renewable Fuel & Feedstock Repurchase Master Confirmation entered

into between Party A and Party B dated as of the date of this Agreement (as amended or supplemented from time to time);

“Initial Creditor Acknowledgement” means each of the letter agreements dated on or about the date of this Agreement among Party A, Party B and (individually) (a) BNSF Railway Company, (b) Central Montana Rail, Inc., (c) Stonebriar, (d) Wilmington Trust, N.A. and (e) Wells Fargo Bank, N.A.;

“Material Adverse Effect” means any event or circumstance which: (a) is materially adverse to: (i) the business, operations, prospects, assets or condition (financial or otherwise) of Party B; (ii) the ability of Party B to perform its obligations under this Agreement or any other Transaction Document; or (iii) the business, financial condition or assets or creditworthiness of Party B; or (b) affects the validity or enforceability of this Agreement or any other Transaction Document or any right or remedy of Party A in a manner which is materially adverse to the interests of Party A under this Agreement or any other Transaction Document, provided that changes in generalized market conditions affecting the refinery business generally shall not constitute a “Material Adverse Effect”;

“Montana Renewables Lease” means that certain Ground Lease dated November 18, 2021 (as amended, restated supplemented or otherwise modified from time to time) between Calumet Montana and Party B, pursuant to which Calumet Montana leases to Party B the land on which the Refinery is located;

“Montana Renewables Services Agreement” means that certain Master Services Agreement dated as of November 18, 2021 ( as amended, restated, supplemented or otherwise modified from time to time) between Calumet Montana and Party B pursuant to which Calumet Montana, among other things, provides certain services to Party B in connection with the Party B’s maintenance, operation and management of the Refinery, as more specifically described therein;

“Operational Schedule” means (i) Annex 2 to the Master Confirmation, (ii) Appendix 2 to the Credit Support Annex, and (iii) Appendix 3 to the Credit Support Annex.

“Parent” means Montana Renewables Holdings LLC, a limited partnership organized under the laws of the State of Delaware;

“Person” means an individual, corporation, partnership, limited liability company, joint venture, trust or unincorporated organization, joint stock company or any other private entity or organization, Governmental Authority, court or any other legal entity, whether acting in an individual, fiduciary or other capacity;

“Qualifying Owner” means each of Parent (as the direct owner of the Equity Interests of Party B as of the date of this Agreement) and Sponsor (as Beneficial Owner of the Equity Interests of Party B as of the date of this Agreement);

“Sponsor" means Calumet Specialty Products Partners, L.P.;

“Stonebriar” means Stonebriar Commercial Finance LLC, a Delaware limited liability company;

“Stonebriar Sale and Leaseback Agreements” means that certain (a) Interim Funding Agreement (Master Lease Agreement) regarding the pre-treatment unit, dated as of August 5, 2022, (b) Interim Funding Agreement (Master Lease Agreement) regarding the hydrogen plant dated as of December 31, 2021, as amended by that certain Amendment, dated as of August 5, 2022, (c) Equipment Schedule No. 2 dated as of August 5, 2022 regarding the design and construction of a renewable diesel unit and (d) Master Lease Agreement, dated as of December 31, 2021, each between

Stonebriar, as lessor, and Party B, as lessee, pursuant to which collectively, Party B is either (i) selling and will continue to sell to Stonebriar and lease back from Stonebriar, or (ii) granting security interests over to secure advances, certain assets substantially constituting the Refinery, for an aggregate purchase price and/or loans of up to and not to exceed $400,000,000, as any of the foregoing may be amended, restated supplemented or other modified from time to time;

“Subsidiaries” means, with respect to any Person (the “parent”), any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent;

“Transaction Document” means each of this Agreement, the Master Confirmation, each Transaction Supplement thereunder, the Credit Support Annex, the Security Agreement, each other Credit Support Document; the Fee Letter; each Storage Agreement; and each Creditor Acknowledgement; and

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors of such Person.

IN WITNESS WHEREOF, the parties have executed this Schedule by their duly authorized signatories as of the date hereof.

WELLS FARGO COMMODITIES, LLC

By: /s/ Rilla Park_________________________

Name: Rilla Park

Title: Authorized Signatory

MONTANA RENEWABLES, LLC

By: /s/ Vincent Donargo____________________

Name: Vincent Donargo

Title: Executive Vice President and Chief Financial Officer

Exhibit 10.3

(Bilateral Form)(ISDA Agreements Subject to New York Law Only)

ISDA®

International Swaps and Derivatives Association, Inc.

CREDIT SUPPORT ANNEX

to the Schedule to the

ISDA 2002 Master Agreement

……………………………………………………………………………….

dated as of …O…ct…ob…er…3…, 2…02…3 ….

Wells Fargo Commodities, LLC, a Delaware limited liability company

between

Montana Renewables, LLC, a Delaware limited liability company

……………………………………………………. and …………………………………………………

(“Party A”)(“Party B”)

This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party.

Accordingly, the parties agree as follows:—

Paragraph 1. Interpretation

(a)Definitions and Inconsistency. Capitalized terms not otherwise defined herein or elsewhere in this Agreement have the meanings specified pursuant to Paragraph 12, and all references in this Annex to Paragraphs are to Paragraphs of this Annex. In the event of any inconsistency between this Annex and the other provisions of this Schedule, this Annex will prevail, and in the event of any inconsistency between Paragraph 13 and the other provisions of this Annex, Paragraph 13 will prevail.

(b)Secured Party and Pledgor. All references in this Annex to the “Secured Party” will be to either party when acting in that capacity and all corresponding references to the “Pledgor” will be to the other party when acting in that capacity; provided, however, that if Other Posted Support is held by a party to this Annex, all references herein to that party as the Secured Party with respect to that Other Posted Support will be to that party as the beneficiary thereof and will not subject that support or that party as the beneficiary thereof to provisions of law generally relating to security interests and secured parties.

Paragraph 2. Security Interest

Each party, as the Pledgor, hereby pledges to the other party, as the Secured Party, as security for its Obligations, and grants to the Secured Party a first priority continuing security interest in, lien on and right of Set-off against all Posted Collateral Transferred to or received by the Secured Party hereunder. Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral, the security interest and lien granted hereunder on that Posted Collateral will be released immediately and, to the extent possible, without any further action by either party.

Paragraph 3. Credit Support Obligations

(a)Delivery Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Secured Party on or promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or exceeds the Pledgor’s Minimum Transfer Amount, then the Pledgor will Transfer to the Secured Party Eligible Credit Support having a Value as of the date of Transfer at least equal to the applicable Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Delivery Amount” applicable to the Pledgor for any Valuation Date will equal the amount by which:

(i)the Credit Support Amount exceeds

(ii)

the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party.

(b)Return Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Pledgor on or promptly following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds the Secured Party’s Minimum Transfer Amount, then the Secured Party will Transfer to the Pledgor Posted Credit Support specified by the Pledgor in that demand having a Value as of the date of Transfer as close as practicable to the applicable Return Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Return Amount” applicable to the Secured Party for any Valuation Date will equal the amount by which:

(i)the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party exceeds

(ii)

the Credit Support Amount.

“Credit Support Amount” means, unless otherwise specified in Paragraph 13, for any Valuation Date (i) the Secured Party’s Exposure for that Valuation Date plus (ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any, minus (iii) all Independent Amounts applicable to the Secured Party, if any, minus (iv) the Pledgor’s Threshold; provided, however, that the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount yields a number less than zero.

Paragraph 4. Conditions Precedent, Transfer Timing, Calculations and Substitutions

(a)Conditions Precedent. Each Transfer obligation of the Pledgor under Paragraphs 3 and 5 and of the Secured Party under Paragraphs 3, 4(d)(ii), 5 and 6(d) is subject to the conditions precedent that:

(i)no Event of Default, Potential Event of Default or Specified Condition has occurred and is continuing with respect to the other party; and

(ii)no Early Termination Date for which any unsatisfied payment obligations exist has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the other party.

(b)Transfer Timing. Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the relevant Transfer will be made not later than the close of business on the next Local Business Day; if a demand is made after the Notification Time, then the relevant Transfer will be made not later than the close of business on the second Local Business Day thereafter.

(c)Calculations. All calculations of Value and Exposure for purposes of Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation Time. The Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) of its calculations not later than the Notification Time on the Local Business Day following the applicable Valuation Date (or in the case of Paragraph 6(d), following the date of calculation).

ISDA®1994

(d)

Substitutions.

(i)Unless otherwise specified in Paragraph 13, upon notice to the Secured Party specifying the items of Posted Credit Support to be exchanged, the Pledgor may, on any Local Business Day, Transfer to the Secured Party substitute Eligible Credit Support (the “Substitute Credit Support”); and

(ii)subject to Paragraph 4(a), the Secured Party will Transfer to the Pledgor the items of Posted Credit Support specified by the Pledgor in its notice not later than the Local Business Day following the date on which the Secured Party receives the Substitute Credit Support, unless otherwise specified in Paragraph 13 (the “Substitution Date”); provided that the Secured Party will only be obligated to Transfer Posted Credit Support with a Value as of the date of Transfer of that Posted Credit Support equal to the Value as of that date of the Substitute Credit Support.

Paragraph 5. Dispute Resolution

If a party (a “Disputing Party”) disputes (I) the Valuation Agent’s calculation of a Delivery Amount or a Return Amount or (II) the Value of any Transfer of Eligible Credit Support or Posted Credit Support, then (1) the Disputing Party will notify the other party and the Valuation Agent (if the Valuation Agent is not the other party) not later than the close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of (II) above, (2) subject to Paragraph 4(a), the appropriate party will Transfer the undisputed amount to the other party not later than the close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of (II) above, (3) the parties will consult with each other in an attempt to resolve the dispute and (4) if they fail to resolve the dispute by the Resolution Time, then:

(i)In the case of a dispute involving a Delivery Amount or Return Amount, unless otherwise specified in Paragraph 13, the Valuation Agent will recalculate the Exposure and the Value as of the Recalculation Date by:

(A)utilizing any calculations of Exposure for the Transactions (or Swap Transactions) that the parties have agreed are not in dispute;

(B)calculating the Exposure for the Transactions (or Swap Transactions) in dispute by seeking four actual quotations at mid-market from Reference Market-makers for purposes of calculating Market Quotation, and taking the arithmetic average of those obtained; provided that if four quotations are not available for a particular Transaction (or Swap Transaction), then fewer than four quotations may be used for that Transaction (or Swap Transaction); and if no quotations are available for a particular Transaction (or Swap Transaction), then the Valuation Agent’s original calculations will be used for that Transaction (or Swap Transaction); and

(C)utilizing the procedures specified in Paragraph 13 for calculating the Value, if disputed, of Posted Credit Support.

(ii)In the case of a dispute involving the Value of any Transfer of Eligible Credit Support or Posted Credit Support, the Valuation Agent will recalculate the Value as of the date of Transfer pursuant to Paragraph 13.

Following a recalculation pursuant to this Paragraph, the Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) not later than the Notification Time on the Local Business Day following the Resolution Time. The appropriate party will, upon demand following that notice by the Valuation Agent or a resolution pursuant to (3) above and subject to Paragraphs 4(a) and 4(b), make the appropriate Transfer.

ISDA®1994

Paragraph 6. Holding and Using Posted Collateral

(a)Care of Posted Collateral. Without limiting the Secured Party’s rights under Paragraph 6(c), the Secured Party will exercise reasonable care to assure the safe custody of all Posted Collateral to the extent required by applicable law, and in any event the Secured Party will be deemed to have exercised reasonable care if it exercises at least the same degree of care as it would exercise with respect to its own property. Except as specified in the preceding sentence, the Secured Party will have no duty with respect to Posted Collateral, including, without limitation, any duty to collect any Distributions, or enforce or preserve any rights pertaining thereto.

(b)

Eligibility to Hold Posted Collateral; Custodians.

(i)General. Subject to the satisfaction of any conditions specified in Paragraph 13 for holding Posted Collateral, the Secured Party will be entitled to hold Posted Collateral or to appoint an agent (a “Custodian”) to hold Posted Collateral for the Secured Party. Upon notice by the Secured Party to the Pledgor of the appointment of a Custodian, the Pledgor’s obligations to make any Transfer will be discharged by making the Transfer to that Custodian. The holding of Posted Collateral by a Custodian will be deemed to be the holding of that Posted Collateral by the Secured Party for which the Custodian is acting.

(ii)Failure to Satisfy Conditions. If the Secured Party or its Custodian fails to satisfy any conditions for holding Posted Collateral, then upon a demand made by the Pledgor, the Secured Party will, not later than five Local Business Days after the demand, Transfer or cause its Custodian to Transfer all Posted Collateral held by it to a Custodian that satisfies those conditions or to the Secured Party if it satisfies those conditions.

(iii)Liability. The Secured Party will be liable for the acts or omissions of its Custodian to the same extent that the Secured Party would be liable hereunder for its own acts or omissions.

(c)Use of Posted Collateral. Unless otherwise specified in Paragraph 13 and without limiting the rights and obligations of the parties under Paragraphs 3, 4(d)(ii), 5, 6(d) and 8, if the Secured Party is not a Defaulting Party or an Affected Party with respect to a Specified Condition and no Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then the Secured Party will, notwithstanding Section 9-207 of the New York Uniform Commercial Code, have the right to:

(i)sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any Posted Collateral it holds, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor; and

(ii)

For purposes of the obligation to Transfer Eligible Credit Support or Posted Credit Support pursuant to Paragraphs 3 and 5 and any rights or remedies authorized under this Agreement, the Secured Party will be deemed to continue to hold all Posted Collateral and to receive Distributions made thereon, regardless of whether the Secured Party has exercised any rights with respect to any Posted Collateral pursuant to (i) or (ii) above.

(d)

Distributions and Interest Amount.

(i)Distributions. Subject to Paragraph 4(a), if the Secured Party receives or is deemed to receive Distributions on a Local Business Day, it will Transfer to the Pledgor not later than the following Local Business Day any Distributions it receives or is deemed to receive to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose).

ISDA®1994

(ii)Interest Amount. Unless otherwise specified in Paragraph 13 and subject to Paragraph 4(a), in lieu of any interest, dividends or other amounts paid or deemed to have been paid with respect to Posted Collateral in the form of Cash (all of which may be retained by the Secured Party), the Secured Party will Transfer to the Pledgor at the times specified in Paragraph 13 the Interest Amount to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose). The Interest Amount or portion thereof not Transferred pursuant to this Paragraph will constitute Posted Collateral in the form of Cash and will be subject to the security interest granted under Paragraph 2.

Paragraph 7. Events of Default

For purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will exist with respect to a party if:

(i)that party fails (or fails to cause its Custodian) to make, when due, any Transfer of Eligible Collateral, Posted Collateral or the Interest Amount, as applicable, required to be made by it and that failure continues for two Local Business Days after notice of that failure is given to that party;

(ii)that party fails to comply with any restriction or prohibition specified in this Annex with respect to any of the rights specified in Paragraph 6(c) and that failure continues for five Local Business Days after notice of that failure is given to that party; or

(iii)that party fails to comply with or perform any agreement or obligation other than those specified in Paragraphs 7(i) and 7(ii) and that failure continues for 30 days after notice of that failure is given to that party.

Paragraph 8. Certain Rights and Remedies

(a)Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies:

(i)all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party;

(ii)any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any;

(iii)the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and

(iv)the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect.

Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.

ISDA®1994

(b)Pledgor’s Rights and Remedies. If at any time an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then (except in the case of an Early Termination Date relating to less than all Transactions (or Swap Transactions) where the Secured Party has paid in full all of its obligations that are then due under Section 6(e) of this Agreement):

(i)the Pledgor may exercise all rights and remedies available to a pledgor under applicable law with respect to Posted Collateral held by the Secured Party;

(ii)the Pledgor may exercise any other rights and remedies available to the Pledgor under the terms of Other Posted Support, if any;

(iii)the Secured Party will be obligated immediately to Transfer all Posted Collateral and the Interest Amount to the Pledgor; and

(iv)

to the extent that Posted Collateral or the Interest Amount is not so Transferred pursuant to

(iii) above, the Pledgor may:

(A)Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and

(B)to the extent that the Pledgor does not Set-off under (iv)(A) above, withhold payment of any remaining amounts payable by the Pledgor with respect to any Obligations, up to the Value of any remaining Posted Collateral held by the Secured Party, until that Posted Collateral is Transferred to the Pledgor.

(c)Deficiencies and Excess Proceeds. The Secured Party will Transfer to the Pledgor any proceeds and Posted Credit Support remaining after liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b) after satisfaction in full of all amounts payable by the Pledgor with respect to any Obligations; the Pledgor in all events will remain liable for any amounts remaining unpaid after any liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b).

(d)Final Returns. When no amounts are or thereafter may become payable by the Pledgor with respect to any Obligations (except for any potential liability under Section 2(d) of this Agreement), the Secured Party will Transfer to the Pledgor all Posted Credit Support and the Interest Amount, if any.

Paragraph 9. Representations

Each party represents to the other party (which representations will be deemed to be repeated as of each date on which it, as the Pledgor, Transfers Eligible Collateral) that:

(i)it has the power to grant a security interest in and lien on any Eligible Collateral it Transfers as the Pledgor and has taken all necessary actions to authorize the granting of that security interest and lien;

(ii)it is the sole owner of or otherwise has the right to Transfer all Eligible Collateral it Transfers to the Secured Party hereunder, free and clear of any security interest, lien, encumbrance or other restrictions other than the security interest and lien granted under Paragraph 2;

(iii)upon the Transfer of any Eligible Collateral to the Secured Party under the terms of this Annex, the Secured Party will have a valid and perfected first priority security interest therein (assuming that any central clearing corporation or any third-party financial intermediary or other entity not within the control of the Pledgor involved in the Transfer of that Eligible Collateral gives the notices and takes the action required of it under applicable law for perfection of that interest); and

(iv)the performance by it of its obligations under this Annex will not result in the creation of any security interest, lien or other encumbrance on any Posted Collateral other than the security interest and lien granted under Paragraph 2.

ISDA®1994

Paragraph 10. Expenses

(a)General. Except as otherwise provided in Paragraphs 10(b) and 10(c), each party will pay its own costs and expenses in connection with performing its obligations under this Annex and neither party will be liable for any costs and expenses incurred by the other party in connection herewith.

(b)Posted Credit Support. The Pledgor will promptly pay when due all taxes, assessments or charges of any nature that are imposed with respect to Posted Credit Support held by the Secured Party upon becoming aware of the same, regardless of whether any portion of that Posted Credit Support is subsequently disposed of under Paragraph 6(c), except for those taxes, assessments and charges that result from the exercise of the Secured Party’s rights under Paragraph 6(c).

(c)Liquidation/Application of Posted Credit Support. All reasonable costs and expenses incurred by or on behalf of the Secured Party or the Pledgor in connection with the liquidation and/or application of any Posted Credit Support under Paragraph 8 will be payable, on demand and pursuant to the Expenses Section of this Agreement, by the Defaulting Party or, if there is no Defaulting Party, equally by the parties.

Paragraph 11. Miscellaneous

(a)Default Interest. A Secured Party that fails to make, when due, any Transfer of Posted Collateral or the Interest Amount will be obligated to pay the Pledgor (to the extent permitted under applicable law) an amount equal to interest at the Default Rate multiplied by the Value of the items of property that were required to be Transferred, from (and including) the date that Posted Collateral or Interest Amount was required to be Transferred to (but excluding) the date of Transfer of that Posted Collateral or Interest Amount. This interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(b)Further Assurances. Promptly following a demand made by a party, the other party will execute, deliver, file and record any financing statement, specific assignment or other document and take any other action that may be necessary or desirable and reasonably requested by that party to create, preserve, perfect or validate any security interest or lien granted under Paragraph 2, to enable that party to exercise or enforce its rights under this Annex with respect to Posted Credit Support or an Interest Amount or to effect or document a release of a security interest on Posted Collateral or an Interest Amount.

(c)Further Protection. The Pledgor will promptly give notice to the Secured Party of, and defend against, any suit, action, proceeding or lien that involves Posted Credit Support Transferred by the Pledgor or that could adversely affect the security interest and lien granted by it under Paragraph 2, unless that suit, action, proceeding or lien results from the exercise of the Secured Party’s rights under Paragraph 6(c).

(d)Good Faith and Commercially Reasonable Manner. Performance of all obligations under this Annex, including, but not limited to, all calculations, valuations and determinations made by either party, will be made in good faith and in a commercially reasonable manner.

(e)Demands and Notices. All demands and notices made by a party under this Annex will be made as specified in the Notices Section of this Agreement, except as otherwise provided in Paragraph 13.

(f)Specifications of Certain Matters. Anything referred to in this Annex as being specified in Paragraph 13 also may be specified in one or more Confirmations or other documents and this Annex will be construed accordingly.

ISDA®1994

Paragraph 12. Definitions

As used in this Annex:—

“Cash” means the lawful currency of the United States of America. “Credit Support Amount” has the meaning specified in Paragraph 3. “Custodian” has the meaning specified in Paragraphs 6(b)(i) and 13. “Delivery Amount” has the meaning specified in Paragraph 3(a). “Disputing Party” has the meaning specified in Paragraph 5.

“Distributions” means with respect to Posted Collateral other than Cash, all principal, interest and other payments and distributions of cash or other property with respect thereto, regardless of whether the Secured Party has disposed of that Posted Collateral under Paragraph 6(c). Distributions will not include any item of property acquired by the Secured Party upon any disposition or liquidation of Posted Collateral or, with respect to any Posted Collateral in the form of Cash, any distributions on that collateral, unless otherwise specified herein.

“Eligible Collateral” means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13.

“Eligible Credit Support” means Eligible Collateral and Other Eligible Support.

“Exposure” means for any Valuation Date or other date for which Exposure is calculated and subject to Paragraph 5 in the case of a dispute, the amount, if any, that would be payable to a party that is the Secured Party by the other party (expressed as a positive number) or by a party that is the Secured Party to the other party (expressed as a negative number) pursuant to Section 6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap Transactions) were being terminated as of the relevant Valuation Time; provided that Market Quotation will be determined by the Valuation Agent using its estimates at mid-market of the amounts that would be paid for Replacement Transactions (as that term is defined in the definition of “Market Quotation”).

“Independent Amount” means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

“Interest Amount” means, with respect to an Interest Period, the aggregate sum of the amounts of interest calculated for each day in that Interest Period on the principal amount of Posted Collateral in the form of Cash held by the Secured Party on that day, determined by the Secured Party for each such day as follows:

(x)

the amount of that Cash on that day; multiplied by

(y)

the Interest Rate in effect for that day; divided by

(z)

360.

“Interest Period” means the period from (and including) the last Local Business Day on which an Interest Amount was Transferred (or, if no Interest Amount has yet been Transferred, the Local Business Day on which Posted Collateral in the form of Cash was Transferred to or received by the Secured Party) to (but excluding) the Local Business Day on which the current Interest Amount is to be Transferred.

“Interest Rate” means the rate specified in Paragraph 13.

“Local Business Day”, unless otherwise specified in Paragraph 13, has the meaning specified in the Definitions Section of this Agreement, except that references to a payment in clause (b) thereof will be deemed to include a Transfer under this Annex.

ISDA®1994

“Minimum Transfer Amount” means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

“Notification Time” has the meaning specified in Paragraph 13.

“Obligations” means, with respect to a party, all present and future obligations of that party under this Agreement and any additional obligations specified for that party in Paragraph 13.

“Other Eligible Support” means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13.

“Other Posted Support” means all Other Eligible Support Transferred to the Secured Party that remains in effect for the benefit of that Secured Party.

“Pledgor” means either party, when that party (i) receives a demand for or is required to Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has Transferred Eligible Credit Support under Paragraph 3(a).

“Posted Collateral” means all Eligible Collateral, other property, Distributions, and all proceeds thereof that have been Transferred to or received by the Secured Party under this Annex and not Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the Secured Party under Paragraph 8. Any Interest Amount or portion thereof not Transferred pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in the form of Cash.

“Posted Credit Support” means Posted Collateral and Other Posted Support.

“Recalculation Date” means the Valuation Date that gives rise to the dispute under Paragraph 5; provided, however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to the resolution of the dispute, then the “Recalculation Date” means the most recent Valuation Date under Paragraph 3.

“Resolution Time” has the meaning specified in Paragraph 13.

“Return Amount” has the meaning specified in Paragraph 3(b).

“Secured Party” means either party, when that party (i) makes a demand for or is entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted Credit Support.

“Specified Condition” means, with respect to a party, any event specified as such for that party in Paragraph 13.

“Substitute Credit Support” has the meaning specified in Paragraph 4(d)(i).

“Substitution Date” has the meaning specified in Paragraph 4(d)(ii).

“Threshold” means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

“Transfer” means, with respect to any Eligible Credit Support, Posted Credit Support or Interest Amount, and in accordance with the instructions of the Secured Party, Pledgor or Custodian, as applicable:

(i)in the case of Cash, payment or delivery by wire transfer into one or more bank accounts specified by the recipient;

(ii)in the case of certificated securities that cannot be paid or delivered by book-entry, payment or delivery in appropriate physical form to the recipient or its account accompanied by any duly executed instruments of transfer, assignments in blank, transfer tax stamps and any other documents necessary to constitute a legally valid transfer to the recipient;

(iii)in the case of securities that can be paid or delivered by book-entry, the giving of written instructions to the relevant depository institution or other entity specified by the recipient, together with a written copy thereof to the recipient, sufficient if complied with to result in a legally effective transfer of the relevant interest to the recipient; and

(iv)

in the case of Other Eligible Support or Other Posted Support, as specified in Paragraph 13.

ISDA®1994

“Valuation Agent” has the meaning specified in Paragraph 13.

“Valuation Date” means each date specified in or otherwise determined pursuant to Paragraph 13. “Valuation Percentage” means, for any item of Eligible Collateral, the percentage specified in Paragraph 13. “Valuation Time” has the meaning specified in Paragraph 13.

“Value” means for any Valuation Date or other date for which Value is calculated and subject to Paragraph 5 in the case of a dispute, with respect to:

(i)

Eligible Collateral or Posted Collateral that is:

(A)

Cash, the amount thereof; and

(B)a security, the bid price obtained by the Valuation Agent multiplied by the applicable Valuation Percentage, if any;

(ii)

Posted Collateral that consists of items that are not specified as Eligible Collateral, zero; and

(iii)

Other Eligible Support and Other Posted Support, as specified in Paragraph 13.

ISDA®1994

(Bilateral Form)(ISDA Agreements Subject to New York Law Only)

ISDA®

International Swaps and Derivatives Association, Inc.

CREDIT SUPPORT ANNEX

to the Schedule to the

ISDA 2002 MASTER AGREEMENT

dated as of October 3, 2023 between

WELLS FARGO COMMODITIES, LLC (“Party A”)

and

MONTANA RENEWABLES, LLC (“Party B”)

This Annex supplements, forms part of, and is subject to, the ISDA Master Agreement referred to above (this “Agreement”), is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party.

Accordingly, the parties agree as follows: -

Paragraphs 1 - 12. Incorporation

Paragraphs 1 through 12 inclusive of the ISDA Credit Support Annex (Bilateral Form) (ISDA Agreements Subject to New York Law Only) published in 1994 the (“CSA”) by the International Swaps and Derivatives Association, Inc. are incorporated herein by reference and made a part hereof.

Paragraph 13. Elections and Variables

(a)

Security Interest for “Obligations”. The term “Obligations” as used in this Annex includes no additional obligations with respect to Party A and Party B.

(b)

Credit Support Obligations.

(i)

Delivery Amount, Return Amount and Credit Support Amount.

(A)“Delivery Amount” has the meaning specified in Paragraph 3(a). Provided that no Event of Default or Termination Event in respect of Party B has occurred and is continuing (and no Potential Event of Default in respect of Party B pursuant to Sections 5(a)(i) (Failure to Pay or Deliver) or 5(a)(vii) (Bankruptcy) of the Agreement has occurred and is continuing), Party A shall, on each Valuation Date, and regardless of whether any Commodity

repurchase Transactions then exist or are permitted, fund the Delivery Amount to Party B (and Party B shall be deemed to have requested each such Delivery Amount on each such Valuation Date), from time to time subject to the Master Confirmation and the Credit Support Annex, not to exceed in aggregate the Maximum Facility Amount, but only to the extent that a calculation of Exposure would be a positive number that results in a Delivery Amount required to be delivered pursuant to the Credit Support Annex from Party A to Party B. Each party shall be deemed, on each Valuation Date, to have made demand on the other party for remittance of the applicable Delivery Amount or Return Amount, as applicable.

(B)

“Return Amount” has the meaning specified in Paragraph 3(b).

(C)“Credit Support Amount” means, for any Valuation Date, the Secured Party's Exposure for that Valuation Date; provided, however, that the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount results in an amount less than zero.

(ii)

Eligible Collateral. Subject to the provisions of this Annex, each of the following items will qualify as “Eligible Collateral” for the party specified (as the Pledgor):

Party AParty BValuation

Percentage

(A)

Cash: immediately available cash funds that are denominated in U.S. Dollars.

YESYES100%

(iii)

Other Eligible Support. Not applicable.

(iv)

Thresholds.

(A)

“Independent Amount” means for Party A: zero; and

“Independent Amount” means for Party B: zero.

(B)

“Threshold” means for Party A: zero; and

“Threshold” means for Party B: zero.

(C)

“Minimum Transfer Amount” means with respect to Party A: $100,000; and

“Minimum Transfer Amount” means with respect to Party B: $100,000,

provided that if an Event of Default or an Additional Termination Event exists with respect to a party, the Minimum Transfer Amount for that party shall be zero, provided further that if the Secured Party is holding Posted Collateral and the Credit Support Amount required to be maintained by the Pledgor is, or is deemed to be, zero for any day, then for purposes of Paragraph 3(b), the Secured Party’s Minimum Transfer Amount for that day will be deemed to be zero with respect to that Posted Collateral.

(D)

Rounding. The Delivery Amount and the Return Amount will be rounded up and down

respectively to the nearest integral multiple of $10,000.

(c)

Valuation and Timing.

(i)

“Valuation Agent” means Party A, provided that it is acknowledged that the function of the Valuation Agent hereunder is administrative in nature, Party A is not acting as Party B’s agent, advisor or fiduciary for such purpose, and Party B shall remain responsible for making its own demands for a Delivery Amount or Return Amount based on the Valuation Agent’s calculations of Value and Exposure provided to Party B for the relevant Valuation Date; provided that in all cases, if an Event of Default has occurred and is continuing with respect to the party designated as the Valuation Agent, then in such case, and for so long as the Event of Default is continuing, the other party shall be the Valuation Agent.

(ii)“Valuation Date” means Wednesday of each calendar week during the term of this Annex (as determined pursuant to Paragraph 13(m)(iv) below), unless such day is not a Local Business Day, in which case the “Valuation Date” shall be the immediately following Local Business Day.

(iii)

“Valuation Time” means the close of business in New York City on the Valuation Date or date of calculation, as applicable; provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date.

(iv)

“Notification Time” means 10:00 a.m., New York time, on a Local Business Day.

(v)Transfer Timing. For purposes of Paragraph 4(b), if a demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the relevant Transfer will be made not later than the close of business on the same Local Business Day; if a demand is made after the Notification Time, then the relevant Transfer will be made not later than the close of business on the next Local Business Day.

(vi)For purposes of Paragraph 8(b)(iv)(B), “Value” shall have its meaning as defined in Paragraph 12 of this Annex, except the words "multiplied by the applicable Valuation Percentage, if any" shall be disregarded.

(d)

Conditions Precedent and Secured Party’s Rights and Remedies. The following Termination Events will be a “Specified Condition” for the party specified (that party being the Affected Party if the Termination Event occurs with respect to that party):

	Party A	Party B
Illegality	YES	YES
Additional Termination Events	NO	YES

provided that, in the case of an Illegality, if the Affected Party would be entitled to receive Eligible Credit Support or Posted Credit Support from the other party but for that Specified Condition, then (i) the parties may exercise their rights under Section 6(b)(iv)(2)(A) of this Agreement for such Illegality whether or not the Waiting Period has expired, and (ii) Section 6(b)(iv)(2)(B) of this Agreement will not apply if the Affected Party fails to receive Eligible Credit Support or Posted Credit Support from the other party as the result of an event under Section 5(b)(i)(2) of this Agreement being a Specified Condition.

(e)

Substitution. The provisions of Paragraph 4(d) will not apply.

(f)Dispute Resolution. The provisions of Paragraph 5 will not apply. Dispute resolution is provided for instead in Section 11(b) of the Master Confirmation, dated as of October 3, 2023, between Party A and Party B.

(g)

Holding and Using Posted Collateral.

(i)

Eligibility to Hold Posted Collateral; Custodians. Subject to paragraph 6(c), Each of Party A and Party B will be entitled to hold Posted Collateral itself or through a Custodian pursuant to Paragraph 6(b).

(ii)Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to both parties, and (for the avoidance of doubt) Party B shall be entitled to hold and use for any lawful purposes the Posted Collateral.

(h)

Distributions and Interest Amount.

(i)

Interest Rate. Notwithstanding anything to the contrary in Paragraphs 1 through 12 (inclusive), no Interest Amounts shall accrue in respect of the Posted Credit Support and instead the Parties shall exchange and apply the amounts determined in accordance with clause 3 (Transaction Fee Rate) of the Master Confirmation.

(ii)

Transfer of Positive Interest Amount or AV Negative Interest Amount. Not applicable.

(iii)

Alternative to Positive Interest Amount or AV Negative Interest Amount. Not applicable.

(i)

Additional Representation(s). Not applicable.

(j)

Other Eligible Support and Other Posted Support. Not applicable.

(k)

Demands and Notices. Part 4(a) of the Schedule to the Agreement shall apply, mutatis mutandis, to the CSA.

To Party A:

WELLS FARGO COMMODITIES, LLC

550 S. Tryon St., 6th Floor

Coll Mgmt – MAC-- D1086-063

Charlotte, NC 28202

Attention: Collateral Management Phone: (704) 410-9218

Email: collateral.mgmt@wellsfargo.com

To Party B:

MONTANA RENEWABLES, LLC

1807 3^rd Street NW Great Falls, MT 59404

Attention: Chief Financial Officer Phone: 317-328-5660

Email: vincent.donargo@calumetspecialty.com With copy to:

Chief Financial Officer

Calumet Specialty Products Partners, L.P. 2780 Waterfront Parkway E. Drive Indianapolis, IN 46214

Phone: 317 328 5660

Email: vincent.donargo@calumetspecialty.com

Calumet Legal Dept., Attention Assistant General Counsel 2780 Waterfront Parkway E. Drive

Indianapolis, IN 46214

Phone: 317 328 5660

Email: greg.morical@calumetspecialty.com And

Joshua P. Agrons, Esq.

Norton Rose Fulbright US LLP 1301 McKinney Street, Suite 5100

Houston, TX 77010

Phone: 713 651 5529

Email: josh.agrons@nortonrosefulbright.com

(l)

Addresses for Transfers. For each Transfer hereunder, instructions will be provided by the recipient for that specific Transfer.

(m)

Other Provisions.

(i)

Exposure. The definition of “Exposure” in Paragraph 12 shall be deemed to be deleted and instead “Exposure” shall mean, for each Valuation Date, or other date for which Exposure is calculated, an amount in U.S. Dollars determined in accordance with Appendix 1 (Exposure Calculation) hereto; and (i) if such amount is positive, then Party B shall be deemed to have an Exposure to Party A equal to such amount (and Party A has no Exposure to Party B), or (ii) if such amount is negative then Party A shall be deemed to have an Exposure to Party B equal to the absolute value of such amount (and Party B has no Exposure to Party A), and in either case “Credit Support Amount” shall be construed accordingly.

(ii)

Expenses. Paragraph 10(b) is amended by adding the following at the end thereof:

“Notwithstanding this Paragraph 10(b), but subject to clause 17 of the Master Confirmation, Section 2(d) of the Agreement shall apply to any Indemnifiable Tax imposed on a payment or deemed payment by the Secured Party to the Pledgor described in Paragraph 6(d).”

(iii)Term and Termination. Notwithstanding anything to the contrary in Paragraphs 1 through 12 (inclusive), this Annex shall take effect from and including the Effective Date (as defined in the Master Confirmation, as defined in Appendix 1 hereto) and no payments or deliveries shall be made hereunder by either Party prior to such date. Irrespective of whether the Master Confirmation

remains outstanding, this Annex shall terminate on the final Valuation Date in October, 2026, except as explicitly provided for in the Master Confirmation. Upon the end of such term the Secured Party will Transfer to the Pledgor all Posted Credit Support pursuant to Paragraph 8(d) (Final Returns), subject to Paragraphs 8(a) (Secured Party’s Rights and Remedies) and 8(b) (Pledgor’s Rights and Remedies) (as applicable).

(iv)Maximum Facility Size - Accordion. Party B may from time to time request in writing to Party A that the Maximum Facility Size be increased, provided that:

(A)

Party B may not make more than four such requests;

(B)

each such request must be for an increase size of at least $10,000,000;

(C)the aggregate amount by which the Maximum Facility Size may be increased hereunder shall not exceed the Maximum Accordion Size (as defined in the Fee Letter); and

(D)Party B may not so request an increase in the Maximum Facility Size if the Total Inventory Value as of the date of such request is less than 101% of the proposed post-increase Maximum Facility Size.

Any such request may be granted by Party A in its sole discretion, subject to such additional terms as Party A and Party B may agree in respect thereof. If Party A grants any such request and the Maximum Facility Size is increased, then Party B shall pay a fee to Party A equal to the product of

(1) the Structuring Fee Percentage (as defined in the Fee Letter, as defined in the Master Confirmation) and (2) the amount of such increase, within three Business Days of demand by Party A (provided that Party A may elect, after written notice to Party B, to set off such fee against the first Delivery Amount owing from Party A to Party B after the Valuation Date on which such increase takes effect).

(v)Inventory Reporting. On or prior to 10:00 am Central Time on each Valuation Date (and more frequently as Party A may reasonably request), Party B shall provide Party A with a report (the “Collateral Inventory Report”) in writing, substantially in the form attached as Appendix 3 hereto, describing the location, quantity, value and ownership (i.e. Party A or Party B) of all Collateral Inventory (as defined in Appendix 1 hereto) as of 11:59 pm (Mountain Standard Time) (or as close as reasonably practicable thereto) on the calendar day immediately preceding the Valuation Date or such other date on which that Collateral Inventory Report is delivered.

(n)

2002 Master Agreement Protocol Amendments. This Annex is hereby amended by incorporating the amendments appearing in paragraphs (a) through (d) (inclusive) of Annex 14 of the 2002 Master Agreement Protocol published on July 15, 2003 by the International Swaps and Derivatives Association, Inc.

IN WITNESS WHEREOF the parties have executed this Credit Support Annex as of the date hereof.

WELLS FARGO COMMODITIES, LLC

By: /s/ Rilla Park_________________________

Name: Rilla Park

Title: Authorized Signatory

MONTANA RENEWABLES, LLC

By: /s/ Vincent Donargo____________________

Name: Vincent Donargo

Title: Executive Vice President and Chief Financial Officer

Appendix 1 Exposure Calculation

“Exposure” for any Valuation Date shall be determined as an amount in U.S. Dollars equal to:

(i)

the aggregate of:

(A)the product of (1) the Index Price plus the Average Lien Differential as of that Valuation Date, (2) the Lien Volume as of that Valuation Date (subject to a minimum of zero) and (3) the Lien Advance Rate; plus

(B)

the product of (1) the Title Base Volume as of that Valuation Date and (2) the Change in Average Title Differential for that Valuation Date and (iii) the Title Advance Rate; plus

(C)

if the Lien Volume on that Valuation Date is negative (pursuant to a loan of Commodities pursuant to clause 7(d) of the Master Confirmation), the product of (1) that Lien Volume and (2) the unit price that would be determined pursuant to clause 2(i)(ii) of the Master Confirmation if such Valuation Date were the “Repurchase Date” for the Transaction in respect of the Current Repo Period (and zero otherwise);

minus

(ii)

an amount (subject to a minimum of zero) equal to (A) the Outstanding Facility Amount minus (B) the Maximum Facility Size, in each case as of that Valuation Date,

provided that, the Exposure on the final Valuation Date in October, 2026 shall be deemed to be zero for such date only.

where:

“Approved Lien Storage Facility” means each Title Storage Location (as defined in the Master Confirmation), the BNSF Rail Yard, the Moccasin Rail Yard and each other location as may be agreed between the parties from time to time, provided that a storage location will be excluded, and will cease to be an “Approved Lien Storage Facility”, if (i) it or the Commodities stored in it are the subject of a continuing Bring Forward Event or Rejection Event or

(ii) Party B fails, after giving effect to any applicable notice requirement or grace period, to perform its obligations under, comply with, or maintain in any material respect any Base Agreements related to such Approved Lien Storage Facility, and such failure results in (A) Party B receiving a notice of termination of such Base Agreement or (B) the termination of such Base Agreement; provided that the Commodities owned by Party B and stored or in transit within such location are subject to a perfected, first priority security interest in favor of Party A created by a Credit Support Document;

“Average Lien Differential” means, in respect of a Valuation Date, the volume weighted average Differential in respect of the Lien Volume on that Valuation Date;

“Average Title Differential” has the meaning given in the Master Confirmation;

“BNSF Rail Yard” means the storage yards operated by BNSF Railway Company or its successor in interest in the Great Falls, Montana area:

Appendix 1 - 1

“Change in Average Title Differential” means, in respect of a Valuation Date, an amount in U.S. Dollars (which may be positive or negative) equal to (a) the Average Title Differential in respect of that Valuation Date minus (b) the Average Title Differential in respect of the first day of the Current Repo Period;

“Collateral Inventory” means, from time to time, the total volume of Commodities (a) owned by Party A pursuant to Transactions subject to the Master Confirmation and (b) owned by Party B and subject to the security created by the Security Agreement in favor of Party A;

“Commodity” has the meaning given to it in the Master Confirmation;

“Current Repo Period” means, in respect of a Valuation Date, the Repo Period in which that Valuation Date falls (or if that Valuation Date falls in more than one Repo Period, the Repo Period beginning on that Valuation Date);

“Differential” means, in respect of a Commodity and a day, the amount in U.S. Dollars most recently published as the price differential for that Commodity in the applicable Jacobsen’s bulletin (promulgated at https://thejacobsen.com/) as specified in the column headed “Differential Reference” in the table in Appendix 2 hereto;

“Exchange” means the Chicago Board of Trade;

“Fee Letter” has the meaning given to it in the Master Confirmation;

“Index Price” means, in respect a day, the settlement price on that day for the Reference Contract or if such day is not a trading day on the Exchange, the settlement price in respect of that Reference Contract on the immediately preceding trading day on the Exchange);

“Lien Advance Rate” has the meaning given to it in the Fee Letter;

“Lien Volume” means the total volume of Commodities owned by Party B and subject to the security created by the Security Agreement in favor of Party which are stored at an Approved Lien Storage Facility, provided that (for the avoidance of doubt) “Lien Volume” will be negative with respect to a loan of a Commodities pursuant to clause 7(d) of the Master Confirmation;

“Master Confirmation” has the meaning given to it in the Schedule to the Agreement;

“Maximum Facility Size” means the Original Facility Size (as defined in the Fee Letter), subject to Paragraph 13(m)(v) (Maximum Facility Size - Accordion);

“Moccasin Rail Yard” means the storage yards operated by Central Montana Rail, Inc. or its successor in interest in Moccasin, MT, Denton, MT and Kingston, MT;

“Outstanding Facility Amount” means, as of any day, an amount in U.S. Dollars equal to the sum of:

(a)the product of (i) the Title Base Volume as of such day; (ii) the Index Price as of such day plus the prevailing Average Title Differential in respect of the first day of the Current Repo Period and (iii) the Title Advance Rate; plus

(b)

the Value of Posted Credit Support held by Party B (if any) as of that day; minus

(c)

the Value of Posted Credit Support held by Party A (if any) as of that day;

Appendix 1 - 2

“Reference Contract” means, in respect of a Valuation Date, the “next out” (second-to-expire) monthly futures contract identified in the column headed “Reference Contract” in the table in Appendix 2 hereto on the Exchange as of the first date of the then Current Repo Period;

“Repo Period” has the meaning given to it in the Master Confirmation;

“Security Agreement” has the meaning given to it in the Schedule to the Agreement; “Title Advance Rate” has the meaning given to it in the Fee Letter;

“Title Base Volume” has the meaning given to it Master Confirmation;

“Title Storage Facility” has the meaning given to it in the Master Confirmation; and “Total Inventory Value” means, in respect of a day, an amount in U.S. Dollars equal to:

(b)the product of (i) the Lien Volume as of such day; (ii) the Index Price plus the prevailing Average Lien Differential, in each case as of such day and (iii) the Lien Advance Rate.

Appendix 1 - 3

Exhibit 10.4

Date:October 3, 2023

To:MONTANA RENEWABLES, LLC (“Counterparty”)

From:WELLS FARGO COMMODITIES, LLC (“Wells Fargo”)

Re:Renewable Fuel & Feedstock Repurchase Master Confirmation

Dear Sir or Madam,

Wells Fargo and Counterparty wish to facilitate the process of entering into repurchase transactions between them from time to time in respect of renewable fuels and feedstocks and accordingly agree as follows.

Wells Fargo and Counterparty agree that they shall enter into separate and independent repurchase transactions from time to time (each a “Transaction”) that are governed by the terms specified in this master confirmation (the “Master Confirmation”), as supplemented by a transaction supplement substantially in the form annexed hereto as Annex 1 (the “Transaction Supplement”) incorporating by reference this Master Confirmation. The data in the Transaction Supplement will be generated as a result of the exchange of emails between the parties including an attachment of an agreed form of spreadsheet. In relation to any Transaction, the Master Confirmation as supplemented by the Transaction Supplement relating to such Transaction will be the “Confirmation”. In the event of any inconsistency between this Master Confirmation and the Transaction Supplement relating to the relevant Transaction, such Transaction Supplement will govern.

This Master Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of the date hereof between Wells Fargo and Counterparty, as amended, modified and supplemented from time to time (the “Agreement”) including pursuant to the schedules and annexes thereto which make specific reference thereto. All provisions contained in the Agreement govern this Master Confirmation except as expressly modified below.

The terms of this Master Confirmation are as follows:

______________________

1.	General Terms of each Transaction

Initial Purchase:

On the Initial Purchase Date in respect of each Transaction, the Seller shall sell, and the Buyer shall purchase, the Quantity(ies) of each Commodity meeting the relevant Specifications, for physical

	delivery at the Title Storage Facility(ies) at a purchase price equal to the relevant Initial Purchase Price. In respect of such sale and purchase, (a) the Seller shall deliver the relevant Quantity of each Commodity to the Buyer on the corresponding Delivery Date and (b) the Buyer shall pay the Initial Purchase Price to the Seller on the corresponding Payment Date.
Initial Purchase Date:	As determined in accordance with clause 2 below and as set forth in the relevant Transaction Supplement.
Initial Purchase Price	As determined in accordance with clause 2 below and as set forth in the relevant Transaction Supplement.
Repurchase:	On the Repurchase Date in respect of each Transaction, the Seller shall sell, and the Buyer shall purchase, the Quantity(ies) of each Commodity meeting the relevant Specifications, for physical delivery at the Title Storage Facility(ies) at a purchase price equal to the relevant Repurchase Price. In respect of such sale and purchase, (a) the Seller shall deliver the relevant Quantity of each Commodity to the Buyer on the corresponding Delivery Date and (b) the Buyer shall pay the Repurchase Price to the Seller on the corresponding Payment Date.
Repurchase Date:	As determined in accordance with clause 2 below and as set forth in the relevant Transaction Supplement.
Repurchase Price:	As determined in accordance with clause 2 below.
Seller:	In respect of each Initial Purchase, Counterparty. In respect of each Repurchase, Wells Fargo.

Buyer:	In respect of each Initial Purchase, Wells Fargo. In respect of each Repurchase, Counterparty.
Delivery Date:	In respect of each Initial Purchase, the Initial Purchase Date. In respect of each Repurchase, the Repurchase Date.
Payment Date:	In respect of each Initial Purchase, the Business Day immediately following the Initial Purchase Date. In respect of each Repurchase, the Business Day immediately following the Repurchase Date.
Commodity:	Each Feedstock and each Finished Product.
Feedstocks:	Each of distiller’s corn oil, tallow, soybean oil, canola oil, used cooking oil and other feedstock commodities as mutually agreed by the parties from time to time.
Finished Products:	Each of renewable diesel, sustainable aviation fuel and renewable naphtha and other finished renewable products as mutually agreed by the parties from time to time.
Quantity:	The quantity of each Commodity determined in accordance with clauses 2(c) and below in respect of each of the Initial Purchase and the Repurchase, as applicable.
Specification:	In relation to each Commodity, the relevant specification set out in Annex 2 hereto.

Title Storage Facility:

All loading and offloading facilities and equipment and storage facilities located at the Refinery and all pumping, pipeline, rail and truck facilities and other delivery and loading facilities related thereto, all pipelines and related or associated facilities and infrastructure, together with all modifications or additions thereto in which any Materials owned by Bank are located from time to time.

Delivery:

On the applicable Delivery Date with respect to each Initial Purchase and corresponding Repurchase, the relevant Seller shall deliver the applicable Quantity and Specification of each Commodity to the relevant Buyer (or its nominee) in situ in the Title Storage Facilities, and shall present Buyer with the Document of Title (if any) in respect of such Commodity endorsed or consigned to Buyer satisfactory in form and substance to Buyer (in its commercially reasonable discretion); provided that in respect of each Repurchase, Wells Fargo may deliver the Document of Title (if any) received from Counterparty pursuant to the corresponding Initial Purchase. “Delivery” shall occur upon the later of (i) Seller’s performance of its obligations under this clause and (ii) the date and time specified in a Transaction Supplement (and the terms to “Deliver” and “Delivered”, in relation to Seller, shall be construed accordingly).

Counterparty undertakes to make all entries and amendments (and to use commercially reasonable efforts to procure Warehouseman to make the same) to their respective inventory, bookkeeping, accounts and other internal records to record the transfer of title of each Quantity of Commodity from Seller to Buyer promptly upon such Delivery taking place and receipt of the Initial Purchase Price or Repurchase Price (as applicable).

Delivery Netting:

If, on any date, the same type and quality of Commodity in the same form and delivery location would otherwise be deliverable under this Master Confirmation (whether in respect of the same or different Transactions) by each party to the other party, on that date, each party’s obligation to deliver such Commodity will automatically be

satisfied and discharged, and, if the exact Quantity of Commodity that would otherwise have been deliverable by one party exceeds the exact Quantity of Commodity that would otherwise have been deliverable by the other party, those obligations shall be replaced by an obligation upon the party by whom the larger exact Quantity of Commodity would have been deliverable to deliver to the other party the excess of the larger exact Quantity of Commodity over the smaller exact Quantity of Commodity. Nothing contained in this paragraph is intended to modify or affect the terms of Section 2(c) of the Agreement.

Receipt:

In respect of each Initial Purchase and each Repurchase, Buyer (or its nominee) shall:

(a)

receive all Commodities delivered pursuant to such Delivery, and

(b)

promptly inspect such Commodity upon Delivery.

Buyer agrees to accept the Document of Title as conclusive evidence of the Quantity and Specification of the purchased Commodity(ies), unless, where Buyer is Wells Fargo only, Buyer advises Seller in writing no later than ten (10) Business Days following Delivery of (i) any non-conformance or discrepancy, including reasonable details thereof, between the Quantity or Specification of the Commodity as Delivered and the Quantity or Specification of that Commodity agreed for such Transaction (such Commodity “Nonconforming Commodity”); and (ii) indicates whether Buyer will return such Nonconforming Commodity to Seller and specifying the expected date of such return, if applicable, or Buyer’s good faith proposal to address such Nonconforming Commodity; provided that, notwithstanding anything in the foregoing: (A) so long as Buyer has notified Seller in general of details of Buyer’s concerns regarding the Nonconforming Commodity within ten (10) Business Days and in good faith engages an inspector/assayer to

expeditiously inspect and/or assay such Commodity to provide further details and provides such information to Seller promptly upon receiving it from the inspector/assayer, Buyer shall be deemed to be in compliance with this provision.

Hedging Costs:

On the Payment Date in respect of each Initial Purchase, Counterparty shall pay to Wells Fargo an amount equal to Wells Fargo’s documented out-of-pocket execution costs (including slippage against the relevant settlement price (which may be positive or negative, and if negative such amount shall be payable to Counterparty) in respect of its commodity price hedge positions entered into or rolled by it in respect of the Quantity of Commodities purchased by it in that Initial Purchase.

On the Payment Date in respect of the final Repurchase to occur hereunder, Counterparty shall pay to Wells Fargo an amount equal to Wells Fargo’s documented out-of-pocket execution costs in respect of unwinding its remaining commodity price hedge positions in respect of the Quantity of Commodities purchased by it hereunder.

Business Days:

New York.

2.	Series of Repurchase Transactions

(a)	This Master Confirmation shall take effect from and including the later of (i) October 3, 2023 and (ii) the date on which Counterparty has delivered all documents required to be delivered by it pursuant to Part 3 of the Schedule to the Agreement (the later of such dates, the “Effective Date”).

(b)

Each period from and including the last Valuation Date falling in a calendar month to and including the last Valuation Date falling in the immediately following calendar month shall be a “Repo Period”, provided that the first Repo Period shall begin on (and include) the Effective Date and the last Repo Period shall end on the final Valuation Date in October 2026, [and provided further that if the Index Price is not available on the Valuation Date on which a Repo Period is scheduled to end, the Repurchase Date with respect to such Repo Period and the Initial Purchase Date with respect to the next Repo Period shall be extended to the next Business Day for which such Index Price is available, such extension not to exceed five (5) Business Days]. If the Index Price is still not available at the end of such five (5) Business Days, then the Index Price shall be determined by Wells Fargo acting in good faith

and in a commercially reasonable manner, taking into consideration the last available Index Price and such other information, including updated market data, as it considers relevant.

(c)

Inventory Forecasting; Quantity: On or prior to the Monday before the last Wednesday in the relevant Repo Period (other than the final Repo Period and unless such day is not a Business Day, in which case on the immediately following Tuesday) Counterparty shall notify Wells Fargo in writing of its good faith estimate of the starting and ending inventory levels of each Commodity comprising part of the Collateral Inventory in respect of the immediately following Repo Period (the “Inventory Forecast” in respect of that following Repo Period), prepared in accordance with Good Industry Practices and Counterparty’s reasonable estimates of Refinery consumption and production and scheduled feedstock deliveries and refined product offtake, together with the minimum volume of each Commodity reasonably expected to remain within the Title Storage Facilities over the course of that following Repo Period. The “Title Base Volume” shall be, as of the start of each Repo Period, the lowest of (i) the minimum aggregate volume of all Commodities reasonably expected to remain within the Title Storage Facilities at any time during that Repo Period; (ii) the quantity specified by the Counterparty and (iii) using the method for determining the allocation of Commodities specified in clause 2(f), an aggregate volume of Commodities with a value (measured based on the most recently published Differentials and Index Price) after subtracting the Haircut Price equal to the Maximum Facility Size.

(d)

Provided that (i) no Event of Default or Termination Event in respect of Counterparty has occurred and is continuing (and no Potential Event of Default in respect of Counterparty pursuant to Sections 5(a)(i) (Failure to Pay or Deliver) or 5(a)(vii) (Bankruptcy) of the Agreement has occurred and is continuing) then, unless Wells Fargo has provided Counterparty with not less than 90 calendar days prior written notice of its intention to not enter into further Transactions (a “No-Roll Notice”), Counterparty and Wells Fargo shall, on the final Valuation Date of each calendar month, enter into a Transaction in respect of the next Repo Period (if any) subject to this Master Confirmation having:

(i)

an Initial Purchase Date falling on the first day of a further Repo Period;

(ii)

a Repurchase Date falling on the first Business Day of the next immediately following Repo Period; and

(iii)

a total volume of each Commodity to be purchased and sold, and repurchased and resold, equal to the Title Base Volume as of the start of the relevant Repo Period, subject to adjustment, in respect of the Repurchase, in accordance with clauses 4 and 8,

and shall promptly by exchange of email, agree and sign the relevant finalized Transaction Supplement reflecting the relevant terms.

(e)

If Wells Fargo has delivered a No-Roll Notice to Party B, then Wells Fargo shall continue to fund Delivery Amounts under the CSA until the date falling 6 months after the delivery of such notice, unless (i) the No-Roll Notice was delivered together with a certification from a second line credit officer stating that the reason for Wells Fargo electing to not enter into further Transactions was because Counterparty’s credit lines had been reduced by Wells Fargo’s credit department acting in accordance with its standard policies and procedures, in which case Wells Fargo shall only be obliged to fund Delivery

Amounts under the CSA until the last Valuation Date of the fourth calendar month immediately following the delivery of such No-Roll Notice. In each case, such last Valuation Date of such fourth calendar month shall be the last day of the term for the purposes of paragraph 13(m)(iii) of the CSA.

(f)

If Counterparty elects (in its sole discretion) not to enter into a Transaction in respect of a Repo Period, Counterparty must provide Wells Fargo with written notice on or prior to the Monday before the final Valuation Date in the relevant calendar month (unless such day is not a Business Day, in which case on the immediately following Tuesday) and in such case, no further Transactions shall be entered into hereunder and this Master Confirmation shall terminate on the Payment Date for the Repurchase in respect of the then-outstanding Transaction and that Payment Date shall be the last day of the term for the purposes of paragraph 13(m)(iii) of the CSA.

(g)

Allocation among Commodities: Each Transaction Supplement shall specify the quantity of each Commodity to be purchased and sold in the Initial Purchase and (subject to clauses 2(i), 4 and 8 below) the Repurchase. The specific volume of each Commodity to be purchased and sold in the Initial Purchase shall be determined by allocating the Title Base Volume (i) first, to the greatest extent possible, to the Commodity set out at the top of the “Weekly Output” worksheet of the agreed form of financial model populated based on the most recent Tank Inventory Report delivered to Party A by Party B; (ii) second, to the next Commodity down the list; and (iii) continuing for each Commodity down the list until the Title Base Volume is fully allocated to various Commodities. The specific volume of each Commodity to be repurchased and resold in the Repurchase shall be such quantity, as adjusted during the relevant Repo Period pursuant to clauses (j), 4 and 8 below. Commodities shall be listed on Collateral Inventory Reports in descending price order by reference to the order specified in Appendix 2 to the CSA.

(h)	Initial Purchase Price: The Initial Purchase Price in respect of each Transaction entered into hereunder shall be an amount in U.S. Dollars equal to the product of:

(i)

the Title Base Volume as of the start of that Repo Period; and

(ii)

(A) the Initial Reference Price minus (B) the Haircut Price,

where:

“Haircut Price” means, the product of (1) the Initial Reference Price and (2) 100% minus the Title Advance Rate; and

“Initial Reference Price” means (1) the Index Price in respect of the Initial Purchase Date plus (2) the Average Title Differential in respect the Initial Purchase Date.

(i)	Repurchase Price: The Repurchase Price in respect of each Transaction entered into hereunder shall be an amount in U.S. Dollars equal to the product of:

(i)

the Title Base Volume as adjusted in accordance with clauses 4 and 8 during that Repo Period, and

(ii)

(A) the Repurchase Reference Price minus (B) the Haircut Price determined for the Initial Purchase,

where:

“Repurchase Reference Price” means (1) the Index Price in respect of the Repurchase Date plus (2) the Average Title Differential in respect of the Initial Purchase Date.

(j)

Title Base Volume Rebalancing: On each Valuation Date during the term of a Transaction (other than the Initial Purchase Date), Wells Fargo shall recalculate the allocation of the Title Base Volume to the types of Commodities using the same methodology used in the determination of the allocation of the Title Base Volume in respect of the Initial Purchase based on the most recently delivered Collateral Inventory Report under the CSA. Following such calculation, the parties shall be deemed to enter into exchanges of Commodities between them in situ in each Title Storage Facility such that, following such exchanges, the volume of each Commodity owned by Wells Fargo in that Title Storage Facility reflects such re-allocation. Each such exchange shall constitute the transfer of all right, title and interest in the relevant volumes of Commodities so exchanged as if such volumes were Delivered hereunder pursuant to an Initial Purchase or a Repurchase.

(k)

Break Fee: Upon the termination of this Master Confirmation by Counterparty pursuant to sub-clause 2(e) above or due to the occurrence of an Early Termination Date with respect to which Counterparty is the Defaulting Party or Affected Party, Counterparty shall pay the applicable Break Fee to Wells Fargo (if any) on the Payment Date for the Repurchase in respect of the final Transaction hereunder (or the Early Termination Date of the Agreement, as applicable), where

“Break Fee” means:

(i)

the First-Year Break Fee (as defined in the Fee Letter) if the parties have entered fewer than 12 Transactions hereunder;

(ii)

the Second-Year Break Fee (as defined in the Fee Letter) if the parties have entered into 12 or more but fewer than 24 Transactions hereunder; or

(iii)

$0 if the parties have entered into 24 or more Transactions hereunder,

(in each case as of the termination date of this Master Confirmation and including the Transaction outstanding at the time of such termination); provided that notwithstanding the foregoing, no Break Fee shall be payable by Counterparty if (A) before or at the time this Master Confirmation terminates, Counterparty or its Affiliates and Wells Fargo have entered into one or more additional inventory monetization transactions having an aggregate notional value of at least $85,000,000; (B) Counterparty elects to terminate this Master Confirmation in accordance with sub-clause 2(e) above within 180 calendar days of (1) Wells Fargo declining to grant an increase to the Maximum Facility Size duly requested by Counterparty in accordance with Paragraph 13(m)(v) (Maximum Facility Size - Accordion) of the CSA; or (2) Wells Fargo’s failure to notify Counterparty that the Proposed Post-Closing Terms have been approved by Wells Fargo’s internal credit committee responsible for the Transactions governed by this Master Confirmation and enter into an

appropriate amendment effecting the Proposed Post-Closing Terms, in each case on or before November 30, 2023; or (C) the Agreement terminates (1) due to an Event of Default or Termination Event in respect of which Wells Fargo is the Defaulting Party or sole Affected Party, (2) due to Wells Fargo duly electing to terminate this Master Confirmation pursuant to 2(d) above, or (3) in the circumstances described in Part 5(n)(iii) of the Schedule to the Agreement.

(l)

First Repo Period: Notwithstanding anything to the contrary in the foregoing, Wells Fargo and Counterparty shall separately agree, on or prior to the Effective Date, the terms of the first Transaction to be entered into hereunder, including the Delivery Date, the Payment Date and the date for delivery of the relevant Inventory Forecast by Counterparty.

3.	Transaction Fee Rate

On the Payment Date for the Repurchase in respect of each Transaction, Counterparty shall pay to Wells Fargo an amount in U.S. Dollars equal to the sum, across each calendar day in that Repo Period (without double counting any calendar day falling in more than one Repo Period), of the product of:

(a)	the Outstanding Facility Amount in respect of that day;

(b)

a rate per annum equal to the sum of (i) SOFR (Collateral Rate) in respect of that day (or if such day is not a U.S. Government Securities Business Day, SOFR (Collateral Rate) in respect of the immediately preceding U.S. Government Securities Business Day), subject to a minimum of zero; and (ii) the Transaction Margin (as defined in the Fee Letter); and

(c)	1 divided by 360,

where “SOFR (Collateral Rate)” and “U.S. Government Securities Business Day” have the meanings given in the ISDA Collateral Agreement Interest Rate Definitions, Version 2.0.

4.	Reallocation Requests

Not more than once per calendar month, Counterparty may, by written notice, increase the size of the outstanding Transaction by selling an additional volume of Commodities to Wells Fargo, which request Wells Fargo shall accept in accordance with the following:

(a)

with effect from the immediately following Valuation Date, the Title Base Volume shall be increased by the relevant incremental volume specified by Counterparty (not to exceed the total volume of Commodities in Title Storage Facilities or an aggregate volume of Commodities with a value (measured based on the most recently published Differentials and Index Price) after subtracting the Haircut Price equal to the Maximum Facility Size);

(b)	on such Valuation Date, Counterparty shall sell and Wells Fargo shall purchase a quantity of each Commodity on terms otherwise identical to an Initial Purchase hereunder (including using the same method to allocate the Title Base Volume to the Commodities and by reference to the Average Title

Differential as of the Initial Purchase Date for the current Repo Period), except that the Index Price component shall be determined as of such Valuation Date). Payment shall be made by Party A to Party B on the Business Day immediately following such Valuation Date; and

(c)	Counterparty shall promptly on demand following such Valuation Date pay to Wells Fargo an amount equal to Wells Fargo’s out-of-pocket costs incurred in adjusting its commodity price hedge positions to reflect the increase to the relevant Title Base Volume(s).

5.	Structuring Fee and Transaction Costs

Counterparty shall pay to Wells Fargo:

(a)	an amount equal to the product of (i) the Structuring Fee Percentage (as defined in the Fee Letter) and (ii) the Maximum Facility Size as of the date of this Master Confirmation; and

(b)	the WF Expenses, subject to the Cap (each as defined in the Letter of Intent),

in each case on the Payment Date for the Initial Purchase in respect of the first Transaction entered into hereunder.

6.	Volumetric Fee

Counterparty shall pay to Wells Fargo the Volumetric Fee on the first Payment Date immediately following the conclusion of each calendar month during which any Feedstock or Finished Product are stored at the Storage Facilities pursuant to the Storage Facilities Agreement, where:

“Volumetric Fee” means, the sum of (A) the product of (i) fifteen cents ($0.15) per barrel, multiplied by (ii) the average number of barrels of Feedstock owned by Wells Fargo at the Storage Facilities during the calendar month and (B) the product of (i) twenty cents ($0.20) per barrel, multiplied by (ii) the average number of barrels of Finished Products owned by Wells Fargo at the Storage Facilities during the calendar month.

7.	Terms and Conditions of Sale

In respect of each Initial Purchase and each Repurchase:

(a)

each of Wells Fargo and Counterparty intends that each conveyance of Commodities by Seller to Buyer (including any Repurchase) under any Transaction be treated as an absolute sale of physical commodities for bankruptcy purposes and, to the extent allowable under generally accepted accounting principles in the United States uniformly applied, for accounting and tax purposes;

(b)	risk of loss shall transfer from Seller to Buyer upon, and to the extent of, Delivery of the relevant Quantity of each Commodity to Buyer (or its nominee) in situ in each relevant Title Storage Facility;

(c)	title to the purchased Quantity of each Commodity shall transfer upon the later of (i) Delivery, and (ii) Seller’s receipt of payment in full of the Initial Purchase Price or Repurchase Price (as applicable) from Buyer;

(d)

Seller represents and warrants to Buyer that it has the right to and shall convey and transfer all rights, title (legal and beneficial) and interest in and to all Commodity sold hereunder and delivered by it to Buyer, free and clear of all Encumbrances (other than Permitted Encumbrances) and all other claims of and rights exercisable by third parties (provided that where Wells Fargo is Seller, Wells Fargo shall represent only that it has not encumbered the Commodity and that it passes such title as it may have received from Counterparty free and clear of any Encumbrances other than those to which title may have been subject when title was received from Counterparty). EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN THE APPLICABLE TRANSACTION SUPPLEMENT, ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE, ARE DISCLAIMED AND BUYER WAIVES, AND SHALL HOLD SELLER HARMLESS FROM, ANY AND ALL RIGHTS AND CLAIMS IN RELATION THERETO; PROVIDED FURTHER IN ALL CASES, THAT IN RESPECT OF ANY SALE AND DELIVERY TO COUNTERPARTY BY WELLS FARGO OF COMMODITY THAT WAS PREVIOUSLY SOLD BY COUNTERPARTY TO WELLS FARGO AND WHICH WELLS FARGO DID NOT REMOVE FROM TITLE STORAGE FACILITIES, COMMINGLE, DISPOSE OF OR OTHERWISE USE, SUCH SALE AND DELIVERY SHALL BE ON AN “AS IS, WHERE IS, AND WITH ALL DEFECTS AND FAULTS” BASIS AND SO FAR AS PERMITTED UNDER APPLICABLE LAW, WELLS FARGO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO SUCH COMMODITY (OTHER THAN (i) THAT IT CONFORMS WITH SPECIFICATIONS SET FORTH IN THE APPLICABLE TRANSACTION SUPPLEMENT AND (ii) THAT WELLS FARGO HAS NOT CREATED ANY LIEN UPON OR SECURITY INTEREST IN OR OTHERWISE DISPOSED OF ANY INTEREST IN ANY SUCH COMMODITY SOLD THEREBY TO THE COMPANY), INCLUDING, WITHOUT LIMITATION, AS TO CONDITION, LOCATION, QUANTITY, SPECIFICATION, MERCHANTABILITY OF OR FITNESS FOR A PARTICULAR PURPOSE, IN RESPECT OF ANY SUCH COMMODITY AND COUNTERPARTY HEREBY WAIVES AND SHALL HOLD WELLS FARGO HARMLESS FROM, ANY AND ALL RIGHTS AND CLAIMS IN RELATION THERETO. Seller and Buyer each represent and warrant that, as of the Initial Purchase Date of each Transaction, they intend to make, or take, as applicable, physical delivery of the Commodity that is subject of such Transaction;

(e)	Buyer shall be responsible for any transportation, storage, elevation, handling and other fees applicable to the Commodity sold to the Buyer pursuant to each Transaction after title to such Commodity has transferred to the Buyer;

(f)

at all times prior to any purchase of the same or equivalent Commodity by Counterparty in accordance with the Repurchase in respect of each Transaction, Wells Fargo shall have the exclusive right to hold, sell, pledge, assign, use, rehypothecate, commingle, dispose of or otherwise use in its business each Quantity of Commodities purchased by it and to direct the relevant Warehouseman holding such Commodities with respect to the continued holding and disposition of the Commodities; and

(g)	notwithstanding anything to the contrary herein, following the Delivery of Commodity by Wells Fargo pursuant to a Repurchase and Wells Fargo’s receipt of the Repurchase Price in full, Wells Fargo and Counterparty hereby acknowledge and agree that Wells Fargo retains all rights in respect of any

indemnification claim against Counterparty provided herein in respect of claims arising out of any Commodity Delivered to Wells Fargo pursuant to the corresponding Initial Purchase and such rights shall survive the expiration or termination of the Agreement.

8.	Commingling and Accelerated Redelivery

(a)

Counterparty shall ensure that at all times that a Transaction is outstanding under this Master Confirmation, any Commodities purchased by Wells Fargo hereunder and stored in any Title Storage Facility are not commingled with Commodities or any other substances owned by any person other than Counterparty.

(b)

If and to the extent that Commodities owned by Wells Fargo and by Counterparty are commingled in a Title Storage Facility at any time, any volume of that Commodity withdrawn or lost from that Title Storage Facility shall be deemed first to reduce the portion of the commingled volume owned by Counterparty, and accordingly the volume of the relevant Commodity owned by Wells Fargo in that Title Storage Facility shall only be reduced by any withdrawals or losses once all volumes owned by Counterparty have been removed and the remaining volume is no longer commingled.

(c)

If, subject to sub-clause (b) above, the total volume of Commodities owned by Wells Fargo in the Title Storage Facilities is reduced by withdrawal or losses below the Title Base Volume, then (subject to sub-clause (d) below) the total volume of such Commodity withdrawn or lost shall be deemed to have been Delivered by Wells Fargo and Repurchased by Counterparty pursuant to the outstanding Transaction on an accelerated basis and accordingly:

(i)

Wells Fargo’s Delivery obligation on the Delivery Date for the relevant Repurchase shall be discharged in part by such accelerated Delivery (in reverse order to the procedure used to allocate Commodities in respect of the Initial Purchase);

(ii)

with effect from the immediately following Valuation Date, the Title Base Volume shall be reduced by the total volume of such accelerated Delivery; and

(iii)

Counterparty shall pay to Wells Fargo on the Business Day immediately following such Valuation Date an amount in U.S. Dollars equal to:

(A)

the accelerated repurchase price for the relevant total volume, being the product of (1) the relevant total volume and (2) the sum of (x) the Index Price in respect of Valuation Date and (y) the Average Title Differential in respect of the Initial Purchase Date; plus

(B)

Wells Fargo’s out-of-pocket costs incurred in adjusting its commodity price hedge positions to reflect the decrease to the relevant Title Base Volume.

(d)

Notwithstanding sub-clause (c) above, in circumstances where the total volume of Commodities owned by Wells Fargo in the Title Storage Facilities is reduced by withdrawal, Wells Fargo may elect in its sole discretion (in lieu of the accelerated partial Repurchase set out in that sub-clause) to treat such withdrawal as a loan of that volume of the relevant Commodity(ies) to Counterparty, in which case Counterparty shall be obliged to discharge such loan by returning an equivalent volume of Commodities meeting the Specifications to the Title Storage Facilities not later than the Delivery Date with respect

to the Repurchase (and the parties acknowledge and agree that the size of such loan outstanding as of any Valuation Date shall be represented by a negative “Lien Volume” as defined in Appendix 1 to the CSA).

9.	Quality and Quantity

(a)	Upon Delivery by Counterparty, all Commodities sold and purchased hereunder shall match the Quantity, Specifications and description in the applicable Transaction Supplement or otherwise determined in accordance with this Master Confirmation.

(b)

Counterparty shall provide such information about any Commodity subject to a Transaction as Wells Fargo may reasonably request, including, but not limited to, the origin of any Commodity, the producer, the format of the Documents of Title (if any) and the identity of any Warehouseman holding Commodities. Counterparty shall provide to Wells Fargo all such information and data as is reasonably requested by Wells Fargo for the purposes of compliance with the applicable Storage Agreement, including without limitation, information regarding the identification of substances in the Commodity, hazardous properties of the Commodity and safe handling, storage, transportation and disposal instructions with respect to the Commodity and any other information that may be reasonably required by Wells Fargo or Warehouseman.

(c)

Wells Fargo has the right to appoint an independent inspector (the “Inspector”) for the purpose of determining whether any Commodity complies with the Quantity, Specification and description provisions of a Transaction pursuant to the relevant Transaction Supplement (“Authorized Inspection”). Subject to the provisions of Section 7.1 of the Storage Agreement, Inspector shall carry out any Authorized Inspection in accordance with prudent business practice. The reasonable and documented costs of the Inspector in respect of (i) any Authorized Inspection at a time when an Event of Default has occurred in respect of Counterparty and is continuing and (ii) one other Authorized Inspection in any calendar year shall be borne by Counterparty; and the costs of the Inspector in respect of any other Authorized Inspection shall be borne by Wells Fargo.

10.	Bring Forward Events

In respect of any Transactions with respect to which, in the reasonable opinion of Wells Fargo, any Bring Forward Event has occurred, then Wells Fargo may, notwithstanding anything to the contrary in this Master Confirmation or any Transaction Supplement, at its election by delivering written notice to Counterparty (a “Bring Forward Notice”) perform its Delivery obligation with respect to the applicable Quantity of each Commodity affected by such Bring Forward Event on such date as it so elects in such notice, require Counterparty to repurchase such affected Commodities (and the Delivery Date for such repurchase shall be amended accordingly) and Counterparty shall pay the Repurchase Price on such date. Any Commodities which are the subject of a Bring Forward Notice may not be included in any further Transaction Supplements while the relevant Bring Forward Event is continuing.

11.	Invoices.

(a)	Invoices shall be provided by one party to the other party in respect of each purchase and sale of Commodities hereunder not later than 6:00 pm EST on each Initial Purchase Date and each Repurchase Date (and if delivered thereafter shall be deemed delivered on the next succeeding Business Day).

(b)

If a party in good faith disputes the amount of any invoice issued by the other party relating to any amount payable hereunder, such party shall pay the issuing party the undisputed amount of such invoice by the due date and inform the issuing party in writing of the portion of the invoice with which it disagrees and why; the disputing party may retain such disputed amount pending resolution of such dispute. The parties shall cooperate in resolving the dispute expeditiously. If the parties agree that the disputing party does owe some or all of the disputed amount or as may be determined by a court pursuant to Section 13 of the Agreement, the disputing party shall pay such amount to the issuing party, together with interest at the Default Rate from the date such amount was originally due, within two Business Days from, as appropriate, the date of their agreement or the date of the final, non-appealable decision of such court. Following resolution of any such disputed amount, the issuing party shall issue a corrected invoice and any residual payment that would be required thereby shall be made by the appropriate party within two Business Days.

12.	Right to Reject Commodities

(a)

Rejection Event Notice: In relation to a Transaction, if, prior to the sale by Counterparty and purchase by Wells Fargo of the applicable Commodity, a Rejection Event has occurred, Counterparty, as Seller, shall, upon receipt of a written notice from Wells Fargo, as Buyer (a “Rejection Event Notice”), (a) rescind or not conclude the portion of the relevant Transaction affected by such Rejection Event, as applicable, (b) reimburse to Wells Fargo the relevant Initial Purchase Price applicable to Commodities affected by such Rejection Event and all other sums paid by Wells Fargo, if any, for the affected Commodity(ies) plus any reasonable and documented costs, losses, taxes, damages or expenses (including Hedging Losses) (“Rejection Event Refund”) within three (3) Business Days of Counterparty’s receipt of a Rejection Event Notice, and (c) assume risk in and responsibility for the affected portion of the Commodities. For the avoidance of doubt, a Rejection Event shall not provide Wells Fargo the right to sell any Commodity subject to such Rejection Event back to Counterparty after the sale from Counterparty to Wells Fargo has concluded.

(b)

Impact of Rejection Event Notice: Following Counterparty’s receipt of a Rejection Event Notice: (a) other than as set forth in this clause 12, Wells Fargo’s obligations pursuant to the affected Commodities which would otherwise have been required to be performed will not be required to be performed; and (b) without prejudice to any other rights and/or remedies available to Wells Fargo provided in this Agreement or at law, Wells Fargo may terminate, by written notice to Counterparty, without liability, portions of any such affected Transaction(s) pertaining to Commodities affected by the applicable Rejection Event and any affected Commodities shall not be included in any further Transaction Supplements while the relevant Rejection Event is continuing.

(c)

Returning Commodity: Following Counterparty’s payment to Wells Fargo of the Rejection Event Refund, if any: (a) Wells Fargo shall return the Documents of Title related to the applicable Transaction to Counterparty (if any); (b) regardless of the timing of any notice or refund, title and risk in Commodity shall remain with or pass to Counterparty upon Counterparty’s payment of the Rejection Event Refund; and (c) to the extent permitted by Applicable Law, Wells Fargo shall transfer to Counterparty (whether by assignment or otherwise) such rights, title and interest as Wells Fargo has in and to any affected Commodity and/or in and to Documents of Title relating to the affected Commodity.

(d)	Returned Commodity Warranties: Any return of Commodity from Wells Fargo to Counterparty pursuant to this clause 12 shall be on an “as is, where is, and with all faults” basis without warranty as further described in sub-clause 7(d) above.

(e)

Failure to Pay the Rejection Event Refund: If Counterparty fails to pay the Rejection Event Refund when due for any reason whatsoever, then, without prejudice to Wells Fargo’s other remedies under this Agreement or at law: (a) the parties acknowledge and agree that the Rejection Event Refund demanded by Wells Fargo under sub-clause 12(a) above shall, if not timely paid, accrue interest pursuant to Section 9(h)(i) of the Agreement; (b) Wells Fargo shall have full right to, in its sole option and discretion: (i) dispose of the Commodity, retaining the proceeds; (ii) make any applicable insurance claim and retain the proceeds; or (iii) hold the Commodity and such rights that it possesses in relation to the Commodity in trust for Counterparty and at Counterparty’s expense.

13.	Additional Mutual Representations

For the purpose of Section 3 of the Agreement, the following will each constitute an Additional Representation made by each party to the other party on the date of this Master Agreement and on the date of entry into each Transaction:

(a)

in respect of this Master Confirmation and the Transactions entered into from time to time hereunder, each party acknowledges, agrees and confirms that (i) the Agreement and each Transaction entered into under this Master Confirmation constitute a “forward contract,” a “swap agreement,” a “repurchase agreement” and/or a “master netting agreement,” each as defined under the Bankruptcy Code, (ii) each party hereto is a “forward contract merchant,” “financial participant,” “swap participant,” “repo participant” and/or a “master netting agreement participant” as defined under the Bankruptcy Code, (iii) the rights of the parties under this Agreement will constitute contractual rights to liquidate, terminate, accelerate, net or setoff transactions, and (iv) the parties are entitled to and desire enforcement of the rights under, and protections afforded by each of Sections 362(b), 546, 548(d), 556, 560, 561 and 562 of the Bankruptcy Code;

(b)

the parties acknowledge that, with respect to any quantities of Commodities sold pursuant to a Transaction, (i) each party, as Buyer, will be exposed to the market risks of owning actual physical commodities after title transfers to such party with respect to that quantity of Commodity, (ii) the Initial Purchase Price or the Repurchase Price (as applicable) represents fair consideration for, and the fair market value of, that quantity of Commodities, and (iii) the parties intend that Seller shall transfer the title to and risks of loss and market risks related to that quantity of Commodities to Buyer;

(c)

immediately prior to the sale of any quantity of Commodity by either party pursuant to a Transaction, such Commodity is legally and beneficially owned by such party (save that Wells Fargo holds such title as it may have received from Counterparty which it has not otherwise encumbered), and such quantity of Commodity is not held by it, directly or indirectly, for the benefit of or under any form of any employee benefit or other plan, trust plan, pension plan, individual retirement accounts or other type of similar plans; and

(d)	it has the capacity to make or take, as applicable, physical delivery of the quantity of Commodity purchased or sold by it pursuant to each Transaction, and is entering into this Agreement and each Transaction with the intent of making or taking such physical delivery.

14.	Additional Counterparty Representations

For the purpose of Section 3 of the Agreement, the following will each constitute an Additional Representation made by Counterparty to Wells Fargo on the date of entry into each Transaction:

(a)

all written factual information prepared by or, if directed by Counterparty, on behalf of Counterparty and furnished to Wells Fargo for purposes of or in connection with this Master Confirmation or any Transaction contemplated hereby or thereby, is true and accurate in all material respects on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such furnished information (taken as a whole), in light of the circumstances under which such information was provided, not misleading at such time; provided that, with respect to projected financial information provided by or on behalf of Counterparty, Counterparty represents only that such information was prepared in good faith by management of Counterparty on the basis of assumptions believed by such management to be reasonable as of the time made it being understood that that actual future performance may differ from projections and the differences may be material;

(b)	to Counterparty’s knowledge, all Documents of Title furnished to Wells Fargo (if any) are substantially in the form of the Document of Title delivered by, or contained in the Creditor Acknowledgement or Storage Agreement with the applicable Warehouseman;

(c)	Counterparty is not aware of any written allegation (whether or not substantiated) of any crime, fraud, misrepresentation or material error affecting any documents issued by the Warehouseman or Counterparty;

(d)	there are no past due taxes, levies, storage, handling or carriage charges owed by Counterparty outstanding relating to any Delivery of Commodity in any Title Storage Facility pursuant to a Transaction;

(e)	the relevant Commodity(ies) (i) are of merchantable quality and (ii) to the best of the Counterparty’s knowledge conform with the applicable specifications required to be stored at the applicable Title Storage Facility;

(f)	the relevant Commodity(ies) conform in all material respects to all Applicable Law including without limitation any laws relating to environmental protection, health and safety and storage of hazardous goods and the environmental and safety standards that are required by the Warehouseman;

(g)

Counterparty is not aware of (i) any crime, fraud, misrepresentation of or by, or material adverse event affecting the business or creditworthiness of or any actual or threatened bankruptcy, insolvency, receivership or similar proceedings by or against any Title Storage Facility or Warehouseman storing or holding possession or control of the relevant Commodity(ies); nor (ii) any written allegation (whether or not substantiated) of any crime, fraud, misrepresentation or material error affecting any warehouse receipts or other Documents of Title issued by any relevant Title Storage Facility or Warehouseman;

(h)

to the knowledge of Counterparty, Counterparty is not in default under, and has not received a notice of default under, any contract, agreement, lease or any other document or instrument binding on Counterparty which is continuing and which, if not cured, could reasonably be expected to have a Material Adverse Effect (as defined in the Schedule to the Agreement); and

(i)	no Material Adverse Effect has occurred with respect to Counterparty since the date of Counterparty’s most recent audited financial statements delivered pursuant hereto to Wells Fargo, except as disclosed in writing by Counterparty to Wells Fargo.

15.	Additional Counterparty Covenants

Counterparty hereby undertakes to Wells Fargo on the date of this Master Agreement that at all times while any Transaction is outstanding hereunder that it shall:

(a)

continue to pay storage fees and any other amounts due and payable by Counterparty to any Warehouseman holding Commodities subject to this Master Confirmation or the CSA; provided that, for the avoidance of doubt, Counterparty shall not be responsible for the storage fees related to any Commodity sold to Wells Fargo pursuant to an Initial Purchase after title to such Commodity has transferred to Wells Fargo and before title to such Commodity has been transferred back to Counterparty pursuant to the corresponding Repurchase;

(b)	take all steps necessary to ensure that the Commodity, until title transfers to Wells Fargo, conforms with the specifications set forth in Appendix 2 hereto or the applicable Transaction Supplement as the case may be;

(c)	take all steps necessary to ensure that the Commodity (i) is of merchantable quality and (ii) conforms with the specifications required to be stored by the applicable Warehouseman at the applicable Title Storage Facility;

(d)

at least one (1) Business Day prior to any Delivery Date, instruct the Warehouseman to, if required by the applicable Transaction Supplement, issue the Documents of Title in respect of the Delivery of the Commodity subject to any Transaction and to deliver to Wells Fargo the form of such Document of Title;

(e)	not grant a lien or permit to subsist any Encumbrance on any of the Collateral Inventory other than Permitted Encumbrances;

(f)	in all material respects perform its obligations under and comply with the terms of the Base Agreements and Creditor Acknowledgements as and when such agreements are entered into by Counterparty;

(g)

maintain and pursue diligently all of its material rights under the Base Agreements and Creditor Acknowledgements and take all reasonable steps to enforce its rights and any rights granted to it thereunder as and when such agreements are entered into by Counterparty, except where the failure to do so would not have a Material Adverse Effect;

(h)

not modify, amend or waive rights arising under any of the Base Agreements or the Creditor Acknowledgements as and when such agreements are entered into by Counterparty without the prior written consent of Wells Fargo; provided, however, that if Counterparty provides Wells Fargo with prior written notice, Counterparty may make such modifications or amendments, including extensions or elections under any of the foregoing, that do not materially and adversely affect Wells Fargo’s rights thereunder, degrade, reduce or limit the standards applicable to the operator thereunder or otherwise interfere with Wells Fargo’s rights to use the Storage Facilities subject thereto without the prior written consent of Wells Fargo;

(i)

(i) preserve, renew and maintain in full force and effect its legal existence and good standing under the Applicable Laws of the jurisdiction of its organization and preserve the perfection of liens in favor of Wells Fargo created in connection herewith; (ii) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (iii) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect;

(j)

(i) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in accordance with Good Industry Practices and prudent management, ordinary wear and tear excepted; and (ii) consistently with Good Industry Practices make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect;

(k)

comply in all respects with the requirements of all Applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (i) such requirement of Applicable Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (ii) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect;

(l)

(i) maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP in all material respects and consistently applied shall be made of all financial transactions and matters involving the assets and business of Counterparty; and (ii) maintain such books of record and account in conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over Counterparty, except where the failure to do so would not have a Material Adverse Effect. To the extent permitted by GAAP, Counterparty shall reflect the buy/sell transactions contemplated hereby as buy/sell transactions on its books and records and will not list as assets in its books and records any Commodities agreed hereunder to be owned by Wells Fargo. To the extent permitted by GAAP, Counterparty shall not reflect amounts owed to Wells Fargo hereunder as indebtedness for borrowed money, but will reflect them as trade payables;

(m)

in addition to the inspection rights of Wells Fargo set forth elsewhere in the Agreement, this Master Confirmation or any other Transaction Document, all of which rights shall continue in full force and effect, and notwithstanding anything to the contrary contained in the Agreement or in any other Transaction Document, upon providing commercially reasonable notice and during normal business hours, permit Wells Fargo (or any representative of Wells Fargo) to visit and inspect any of Counterparty’s properties, to examine Counterparty’s corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss Counterparty’s affairs, finances and accounts with any of Counterparty’s directors (or equivalent), or officers and, if requested by Counterparty, in the presence of an officer of Counterparty, which Wells Fargo shall use commercially reasonable efforts to exercise

in coordination with the inspection rights of Wells Fargo Bank, National Association, pursuant to its Credit Agreement dated November 2, 2022 with Counterparty and certain other parties, in each case, as often as reasonably may be desired by Wells Fargo, the cost and expense of which shall be borne as provided in Section 8(c); and

(n)

to the extent deemed necessary or appropriate by Wells Fargo, cause to be filed acknowledgements and/or releases (including without limitation, amendments or terminations of UCC financing statements), in form and substance reasonably satisfactory to Wells Fargo, confirming the release of any Encumbrances in favor of any lender or other creditor, other than Permitted Encumbrances, that apply to any Collateral Inventory, and agrees to use commercially reasonable efforts to provide Wells Fargo with such further documentation as it may reasonably request in order to confirm the foregoing.

16.	Health, Safety and Environment

(a)

Each party agrees and undertakes to the other that it will comply with those obligations under all Applicable Law related to health and safety and Environmental Laws (together, “Health and Safety Rules”) which are applicable to it in the performance of its obligations under this Agreement. In the event that the information referred to in sub-clause 16(b) below is provided to Counterparty by its supplier, Counterparty agrees to make reasonable efforts to check the accuracy of such information.

(b)

When acting as Seller, Counterparty shall provide to Wells Fargo, as soon as reasonably practicable after the execution of the applicable Transaction Supplement and before the transfer of title to the relevant quantity of each Commodity to Wells Fargo, a copy of any safety or environmental data and any other information for each relevant Commodity that may be required for compliance with Health and Safety Rules.

(c)	Counterparty shall provide its employees or other agents handling each Commodity on its behalf with appropriate information and training to enable them to handle and use the Commodity delivered hereunder in a manner which does not endanger their health or safety.

(d)

To the extent permissible by law, Wells Fargo shall not be responsible in any respect whatsoever for any loss, damage or injury resulting from any hazards inherent in the nature of the Commodity Delivered hereunder, except to the extent such loss, damage or injury results from the gross negligence or willful misconduct of Wells Fargo.

17.	Trade Controls, Sanctions and Boycotts

(a)

Notwithstanding anything to the contrary herein, nothing in the Agreement or this Master Confirmation is intended, and nothing herein should be interpreted or construed, to induce or require either party hereto to act in any manner (including taking or failing to take any actions in connection with a Transaction) which is penalized or prohibited under any laws, regulations, decrees, ordinances, orders, demands, requests, rules or requirements of the United States of America applicable to such party which relate to international boycotts of any type.

(b)

Notwithstanding anything to the contrary herein, neither party shall be obliged to perform any obligation otherwise required by the Agreement (including, without limitation, an obligation to (i) perform, deliver, accept, sell, purchase, pay or receive monies to, from, or through any person, or (ii) engage in

any other acts) if such actions would be in violation of, or expose such party to punitive measures under, any laws, regulations, decrees, ordinances, orders, demands, requests, rules or requirements of the United States of America, the European Union, any EU Member State, the United Kingdom, any other country or the United Nations applicable to that party relating to Sanctions, Anti-Money Laundering Laws, Anti-Corruption Laws, foreign trade controls, export controls, non-proliferation, anti-terrorism and similar laws.

(c)

Each party represents and warrants to the other party on the date of this Master Confirmation, and shall be deemed to represent and warrant on each Initial Purchase Date, that it has instituted, maintains and complies with policies, procedures and controls reasonably designed to prevent violations of applicable Sanctions, Anti-Corruption Laws, and Anti-Money Laundering Laws. Each party shall not knowingly engage in any transaction or activity hereunder that is prohibited by applicable Sanctions, Anti-Money Laundering Laws or Anti-Corruption Laws, or that could otherwise knowingly cause the other party to be in violation of Sanctions, Anti-Money Laundering Laws or Anti-Corruption Laws. Each party (and its Subsidiaries) is not on any list of targets identified or designated pursuant to any Sanctions, or owned or controlled by persons on such lists, and is not the target of any territorial or country-based Sanctions program.

18.

Tax

(a)

Counterparty shall pay and indemnify and hold Wells Fargo harmless against the amount of any Additional Tax, howsoever designated, regardless of the taxing authority, and all penalties and interest thereon, paid, owing, asserted against, or incurred by Wells Fargo with respect to the Commodities purchased and sold hereunder and the other transactions contemplated under the Agreement and each other Transaction Document, except to the extent any such Additional Taxes, penalties, or interest are due to the gross negligence or willful misconduct of Wells Fargo or breach of the terms hereof by Wells Fargo. To the extent that it is legally permitted to do so, Counterparty shall pay when due such Additional Taxes unless there is an applicable exemption from such Additional Tax, with written confirmation of such Additional Tax exemption to be contemporaneously provided to Wells Fargo. To the extent Wells Fargo is required by law to collect such Additional Taxes, one hundred percent (100%) of such Additional Taxes shall be added to invoices as separately stated charges and paid in full by Counterparty in accordance with the Transaction Documents, unless Counterparty is exempt from such Additional Taxes and furnishes Wells Fargo with a certificate of exemption, and Wells Fargo shall timely pay the full amount of such Additional Taxes to the applicable taxing authority in accordance with Applicable Law. Any refund or credit with respect to any Additional Taxes paid or indemnified by Counterparty hereunder shall belong to Counterparty. For the avoidance of doubt, Wells Fargo shall be responsible for all taxes imposed on or measured by Wells Fargo’s net or gross (or any derivative thereof) income, and Counterparty shall be responsible for all taxes imposed on or measured by Counterparty’s net or gross (or any derivative thereof) income.

(b)

If Counterparty disagrees with Wells Fargo’s determination that any Additional Tax is due with respect to any transaction under the Agreement or any other Transaction Document, Counterparty shall have the right to seek an administrative determination from the applicable taxing authority, or, alternatively, Counterparty shall have the right to contest any asserted claim for such Additional Taxes, subject to its agreeing to indemnify Wells Fargo for the entire amount of such contested Additional Tax (provided such Additional Tax is not an excluded tax described under sub-clause 17(a)) should such Additional Tax be deemed applicable. Wells Fargo agrees to reasonably cooperate with Counterparty, in the event Counterparty determines to contest any such Additional Taxes. Counterparty shall be responsible for all reasonable out of pocket costs and expenses incurred by Counterparty or

Wells Fargo in the event Counterparty decides to seek an administrative determination from the applicable taxing authority or to contest any such Additional Taxes.

(c)

Counterparty and Wells Fargo shall promptly inform each other in writing of any assertion by a taxing authority of additional liability for Additional Taxes in respect of any Transactions hereunder. Any legal proceedings or any other action against Wells Fargo with respect to such asserted liability shall be under Wells Fargo’s direction but Counterparty shall be kept reasonably informed and consulted by Wells Fargo, provided that so long as Counterparty has sufficient available liquidity (as reasonably determined by Wells Fargo), then Counterparty shall have the option to assume the control and direction of any such legal proceedings or actions. Any legal proceedings or any other action against Counterparty with respect to such asserted liability shall be under Counterparty’s direction but Wells Fargo shall be consulted. In any event, Counterparty and Wells Fargo shall fully cooperate with each other as to the asserted liability. Each party shall bear all the reasonable out of pocket costs of any action undertaken by the other at the party’s request.

(d)

In addition to sub-clause 18(c) and other information sharing requirements applicable to Wells Fargo and Counterparty, Wells Fargo and Counterparty shall annually and from time to time as is otherwise reasonable exchange and share information with each other as necessary to properly report, defend, challenge, and pay taxes (including but not limited to sales taxes) and file tax returns (including without limitation any returns referred to in sub-clause 18(b)), including information that supports and demonstrates total sales, sales that are exempt from tax, and sales that are subject to tax at a reduced rate.

(e)	Any other provision of the Agreement or this Master Confirmation to the contrary notwithstanding, this clause 18 shall survive until ninety days after the expiration of the statute of limitations for the assessment, collection, and levy of any tax.

(f)	If any Applicable Law (as determined in the good faith discretion of a party) requires the deduction or withholding of any Withholding Tax from any payment by such party, then such party shall be entitled to make such deduction or withholding at the maximum rates provided by Applicable Law.

19.	Indemnification; Limitation of Liability

(a)

Subject to sub-clause 19(b) below, Counterparty agrees to indemnify, defend and hold harmless Wells Fargo, and its directors, officers, employees, agents and permitted assigns, from and against all claims, losses, liabilities, damages, judgments, awards, fines, penalties, costs and expenses (including reasonable attorneys' fees and disbursements actually incurred) directly caused by:

(i)

any breach of representation or warranty or failure to perform any covenant or agreement herein by Counterparty;

(ii)

any violation of Applicable Law by Counterparty;

(iii)

Counterparty’s transportation, handling, storage, refining or disposal of any Commodity, including any conduct by Counterparty on behalf of or as the agent of Wells Fargo under the Required Storage and Transportation Arrangements;

(iv)

Counterparty’s failure to comply with its obligations under the terminalling, pipeline and lease agreements underlying the Required Storage and Transportation Arrangements;

(v)

Counterparty’s negligence or willful misconduct;

(vi)

injury, disease, or death of any person or damage to or loss of any property, fine or penalty, any of which is caused by Counterparty or its employees, representatives, agents or contractors in exercising any rights or performing any obligations under the Agreement or any other Transaction Document;

(vii)

actual or alleged presence or release of Environmental Hazards in connection with the Transaction Documents or the transactions contemplated thereby, or any liability under any Environmental Law related in any way to or asserted in connection with the Transaction Documents or the transactions contemplated thereby; or

(viii)

any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Counterparty, and regardless of whether Wells Fargo is a party thereto,

provided that such indemnity shall not be available to the extent that such claims, losses or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, fraud or willful misconduct of Wells Fargo. Indemnification under this clause 19 shall survive termination of the Agreement.

(b)

Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED HEREIN, NO PARTY SHALL BE REQUIRED TO PAY OR BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (WHETHER OR NOT ARISING FROM ITS NEGLIGENCE) TO ANY OTHER PARTY ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION; PROVIDED, HOWEVER, THAT NOTHING IN THIS PROVISION SHALL AFFECT THE ENFORCEABILITY OF THIS AGREEMENT. IF AND TO THE EXTENT ANY PAYMENT REQUIRED TO BE MADE PURSUANT TO THIS AGREEMENT IS DEEMED TO CONSTITUTE LIQUIDATED DAMAGES, THE PARTIES ACKNOWLEDGE AND AGREE THAT SUCH DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT SUCH PAYMENT IS INTENDED TO BE A REASONABLE AND GENUINE PRE-ESTIMATE AND APPROXIMATION OF THE AMOUNT OF SUCH DAMAGES AND NOT A PENALTY.

(c)

Counterparty’s obligations to defend, indemnify, and hold Wells Fargo harmless under the terms of the Transaction Documents shall not vest any rights in any third party (except as expressly provided for in clause 19), nor shall they be considered an admission of liability or responsibility for any purposes other than those enumerated in the Transaction Documents.

(d)

Each party agrees to notify the other as soon as practicable after receiving notice of any claim or suit brought against it within the indemnities of this Master Confirmation, shall furnish to the other the complete details within its knowledge and shall render all reasonable assistance requested by the other

in the defense; provided that, the failure to give such notice shall not affect the indemnification provided hereunder, except to the extent that Counterparty is materially adversely affected by such failure. Each party shall have the right but not the duty to participate, at its own expense, with counsel of its own selection, in the defense and settlement thereof without relieving the other of any obligations hereunder.

(e)	Counterparty shall pay all out-of-pocket expenses incurred by Wells Fargo and its Affiliates in connection with the enforcement or protection of Wells Fargo’s rights under or in connection with the Agreement and the other Transaction Documents.

20.	Definitions

For the purposes of this Master Confirmation:

“Additional Tax” means any tax, fee, or assessment imposed, assessed, or levied by any taxing authority, including (but not limited to) sales, use, excise, privilege, stamp, value added, customs duties, ad valorem, or property; together with any penalties, fines or interest thereon. The term “Additional Tax” shall not include any (i) Tax imposed on or measured by net income or profits, any franchise tax, gross receipts, or any branch profits tax, or (ii) U.S. federal withholding taxes imposed or required to be withheld pursuant to a law in effect as of date of this Master Confirmation (“Withholding Taxes”).

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977, as amended; the U.K. Bribery Act 2010, as amended; and any other anti-bribery or anti-corruption laws, regulations or ordinances in any jurisdiction in which a party (or its Subsidiary or Affiliates, as applicable) is located or doing business;

“Anti-Money Laundering Laws” means Applicable Law in any jurisdiction in which a party (or its Subsidiary or Affiliates, as applicable) is located or doing business that relates to money laundering, any predicate crime to money laundering or any financial record keeping and reporting requirements related thereto;

“Applicable Law” means (i) any law, statute, regulation, code, ordinance, license, decision, order, writ, injunction, decision, directive, judgment, policy, decree and any judicial or administrative interpretations thereof, (ii) any agreement, concession or arrangement with any Governmental Authority and (iii) any license, permit or compliance requirement, including Environmental Law, in each case as may be applicable to either party or the subject matter of the Agreement or this Master Confirmation;

“Approved Storage Facility” means each Title Storage Facility and each Approved Lien Storage Facility as defined in the CSA;

“Bankruptcy Code” means the United States Code, 11 U.S.C. Sections 101 et seq., as amended from time to time;

“Base Agreement” has the meaning given to it in the Schedule to the Agreement;

“Bring Forward Event” means the occurrence of any of the following events: (a) any event occurs (including, without limitation, an act of piracy, civil unrest, terrorism or hostile seizure of, or expropriation of, or restriction of access to, a Commodity or an Approved Storage Facility, or compulsory acquisition of a

Commodity or an Approved Storage Facility) which, in the reasonable opinion of Wells Fargo, has or is likely to have a material adverse effect on any Transaction, or materially and adversely affects the ability of any Warehouseman to safely or satisfactorily store or handle the Commodity, or materially adversely affects Wells Fargo’s ability to: (i) withdraw a Commodity from any Approved Storage Facility; (ii) take Delivery of the Commodity from Counterparty; or (iii) Deliver Commodity to Counterparty; (b) any Warehouseman ceases to hold authorizations reasonably necessary to store the Commodity; (c) any Creditor Acknowledgements is terminated for any reason whatsoever other than as a result of a breach by Wells Fargo; (d) a Storage Agreement is terminated for any reason whatsoever other than as a result of a breach by Wells Fargo; (e) the Warehouseman of a relevant Approved Storage Facility suffers a Facility Event or invokes rights under a force majeure clause in any relevant contract, agreement or documentation related to the storage of any Commodity or (f) the occurrence of any Hazardous Event with respect to a Commodity;

“BNSF Railyard” means BNSF Railway Company’s facility for the storage of rail cars located at 611 American Avenue, Great Falls, Montana 59404;

“Collateral Inventory” has the meaning given to it in the CSA;

“CSA” means the Credit Support Annex to the Schedule to the Agreement;

“Document of Title” means a document of title (including any applicable electronic documents of title) (a) in a single authoritative copy which is unique, identifiable and, except as otherwise provided in Section 7-106 of the UCC, unalterable; (b) that is negotiable document of title under Section 7-104 of the UCC and satisfies the requirements of due negotiation set forth in Section 7-501 of the UCC, and, if applicable, satisfies the requirements of “control” over any electronic Documents of Title in accordance with Section 7-106 of the UCC, (c) that is issued by a Warehouseman giving the holder of that document of title a right of possession to specific lot(s) of Commodity stored in the applicable Account, which right may be transferred through endorsement of such document under Section 7-501 of the UCC or by giving “control” over such document under Section 7-106 of the UCC and (d) that constitutes a “warehouse receipt” as such term is defined at Section 1-201 of the UCC, including without limitation any holding certificate issued by a Warehouseman pursuant to a Storage Agreement or Creditor Acknowledgement;

“Encumbrance” means any mortgage, charge, assignment (including by way of security), pledge, hypothecation, lien, right of set-off, proprietary interest, claim or interest in respect of title or ownership, right of possession or control, retention of title provision or trust (for the purpose of, or which has the effect of, granting security) or any other security interest of any kind whatsoever, or any agreement, whether conditional or otherwise, to create any of the same, or any agreement to sell or otherwise dispose of any Commodity whereby such Commodity is or may be leased to or re-acquired or acquired by Counterparty or any other person;

“Environment” means ecological systems, living organisms (including human beings) and all or any of the following media (whether alone or in combination): air (including air within buildings or other structures and whether above or below ground); land (including buildings and any other structures or erections in, on or under it or any soil and anything below the surface of the land); land covered with water; and water (including water under or within land or in pipe or sewerage systems and sea, ground and surface water);

“Environmental Consent” means any consent required by any Environmental Law;

“Environmental Hazards” means, without limitation, all or any of the following: waste (including packaging waste), contaminated land, discharges to land, ground, surface and coastal waters and sewers and the sea, emissions to air, noise, vibration and light, materials defined as dangerous or hazardous under applicable local regulations or laws, common law nuisance, trespass and negligence, statutory nuisance, radiation, radioactive substances and materials;

“Environmental Law” means all applicable laws and regulations, directives, conventions, protocols, statutory guidance, codes of practice, and industry standards in force at any time relating to health and safety, Environmental Hazards, the Environment or the matters referred to in the definition of Hazardous Events;

“Facility Event” means, in relation to a Warehouseman: (a) it ceases to be authorized to operate as such or able to provide safe and secure storage of Commodities; (b) it suffers an event or circumstance set out in Section 5(a)(vii) of the Agreement; (c) a Document of Title issued by such Warehouseman ceases to be valid for the purposes of delivery in connection therewith and such Document of Title is not re-designated as valid or replaced with equivalent and a valid Document of Title within fifteen (15) days of being declared invalid; provided that Documents of Title issued by such Warehouseman were valid for the purposes of delivery in connection with the Documents of Title prior to delivery of a Rejection Event Notice; (d) its relevant Approved Storage Facility ceases to be subject to a Creditor Acknowledgement or Storage Agreement, as applicable, for any reason whatsoever; or (e) it is designated as an asset freeze target or in any other manner becomes the subject of Sanctions;

“Fee Letter” means the letter agreement between Wells Fargo and Counterparty dated on or about the date of this Master Confirmation setting out certain economic terms in relation to the transactions contemplated by the Transaction Documents;

“Good Industry Practices” means using standards, practices, methods and procedures and exercising reasonable judgment, skill, care, diligence, prudence and foresight that would be expected to be observed by a skilled and experienced individual in carrying out the business of Counterparty;

“Governmental Authority” means any federal, state, regional, local, or municipal governmental body, agency, instrumentality, authority or entity established or controlled by a government or subdivision thereof, including any legislative, administrative or judicial body, or any person purporting to act therefor;

“Title Base Volume” means, in respect of a Repo Period, the aggregate volume of Commodities as determined in accordance with clause 2(c) as of the start of that Repo Period; and thereafter, means such volume as adjusted in accordance with clauses 4 and 8 during that Repo Period;

“Average Title Differential” means, in respect of a Valuation Date, the volume weighted average Differential in respect of the Title Base Volume on that Valuation Date;

“Hazardous Event” means: (i) any breach of or failure by Counterparty or a Warehouseman to comply with any Environmental Law or Environmental Consent; (ii) the presence of Environmental Hazards in, at, on, under (and/or emanating from, or having emanated from) any Approved Storage Facility where any Collateral Inventory; and/or (iii) any other pollution or contamination of the Environment, loss or damage to property or injury to persons arising, directly or

indirectly, from the storage and/or handling of any Commodity subject to any outstanding Transaction. Hazardous Events shall also include events caught by the insurance wording known as the Institute Radioactive Contamination, Chemical, Biological, Bio-Chemical and Electromagnetic Weapons Exclusion Clause CL.370 dated 10/11/03 (RACCBE) and events caught by the wording known as the Institute Cyber Attack Exclusion Clause CL.380 dated 10/11/03;

“Hedging Losses” means, in respect of a Transaction, any reasonable losses or costs suffered or incurred by Wells Fargo resulting from closing out, or otherwise mitigating its exposure under, any hedging transactions (whether futures or OTC) relating to the relevant Transaction;

“Index Price” has, in respect of a Commodity and a day, the meaning given to such term in the CSA;

“Letter of Intent” means the letter of intent between the parties dated September 4, 2023 in relation to the transactions governed by the Agreement and the other Transaction Documents;

“Maximum Facility Size” has the meaning given to it in the CSA;

“Moccasin Railyard” means Central Montana Rail, Inc.’s facility for the storage of rail cars located at 100 W. Railroad Ave., Denton, Montana 59430;

“Outstanding Facility Amount” has the meaning given to it in the CSA;

“Permitted Encumbrance” means, with respect to any quantity of a Commodity, (a) the lien over such Commodity in favor of Wells Fargo granted under any Credit Support Document; and (b) any lien over such quantity of Commodity in favor of the Storage Provider identified in the Transaction Supplement for unpaid storage charges that are not yet due with respect to such quantity of Commodity;

“Proposed Post-Closing Terms” means the proposed commodity advance rates and differentials and commodity liquidation values notified by Wells Fargo to Counterparty on the “Confirmation of Rates Date” (as defined in the Letter of Intent) that Wells Fargo intended to submit to its internal credit committee for approval in accordance with that notice;

“Refinery” means Counterparty’s renewable fuels refinery facility located in Great Falls, Montana;

“Rejection Event” means, in relation to any quantity of Commodity to be sold by Counterparty and purchased by Wells Fargo pursuant to a Transaction hereunder and prior to the transfer of title of such Commodity to Wells Fargo: (a) there occurs any crime, fraud, misrepresentation or untrue statement by any person, in each case connected with a Document of Title; (b) any dispute, event, occurrence or circumstance that is reasonably expected to materially adversely affect Wells Fargo’s ability to (i) establish its ownership in any part of the Commodity as against any person or (ii) exercise its right to repossess and sell any part of the Commodity with unencumbered title; (c) Wells Fargo is unable, after using commercially reasonable efforts, to perform its obligations to take Receipt of such Commodity other than solely as a result of Wells Fargo’s gross negligence or willful misconduct; (d) Wells Fargo has performed its obligations in respect of the relevant Initial Purchase and, contrary to the express intention of the parties as set out in this Master Confirmation, a Governmental Authority determines that all rights, title, risk and interest in the relevant quantity of Commodity has not been delivered to Wells Fargo by Counterparty or (contrary to

the express intention of the parties as set out in this Agreement) determines that applicable law applies so that it cannot be determined that Counterparty has delivered all rights, title, risk and interest in the Commodity to Wells Fargo; (e) any regulatory authority takes any action, brings any action in a court of competent jurisdiction, and/or makes any amendments to the regulatory regime (including, but not limited to, a change in law and/or in the general interpretation of law) that is reasonably expected to have a material adverse effect on Wells Fargo’s ability to perform pursuant to any Transaction; (f) any taxing authority takes any action, brings any action in a court of competent jurisdiction, and/or makes any amendments to the fiscal regime (excluding any changes in any tax rates) that is reasonably expected to have a material adverse effect on Wells Fargo’s ability to perform pursuant to any Transaction; (g) the performance of a Transaction or other obligation arising out of this Agreement is reasonably expected to cause Wells Fargo to be in a position of material non-compliance with any applicable laws, regulations, decrees, ordinances, orders, demands, requests, rules or requirements or (h) an Inspector determines that any part of the Commodity subject to a Transaction cannot be established as having been compliant with any of the quantity, specifications or description provisions of a Transaction Supplement upon Delivery to Wells Fargo;

“Sanctions” means any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and restrictions and anti-terrorism laws imposed, administered or enforced from time to time by: (a) the United States of America, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future statute or Executive Order, (b) the United Nations Security Council, (c) the European Union, (d) the United Kingdom, or (e) any other Governmental Authority with jurisdiction over a party (or its Subsidiary or Affiliates, as applicable);

“Storage Agreement” means an agreement between Counterparty and a Warehouseman or between Wells Fargo and a Warehouseman, as applicable, in respect of the storage of any Commodity in an Approved Storage Facility, in each case in form and substance acceptable to Wells Fargo;

“UCC” means the Uniform Commercial Code as adopted by the jurisdiction governing the Warehouseman’s document of title (and section references are to the Model Uniform Commercial Code and are intended to correspond to the same substantive provisions contained in the specific codes adopted in the controlling jurisdictions, to the extent that section references differ);

“Valuation Date” has the meaning given to such term in the CSA; and

“Warehouseman” means, with respect to each Approved Storage Facility, the person (acceptable to Wells Fargo) that operates such Approved Storage Facility (and to the extent required by applicable law, licensed) in the business of storing the relevant Commodity(ies) for hire and responsible for storing the relevant Commodity(ies) at the applicable Approved Storage Facility as bailee and warehouseman (and it is acknowledged and agreed that Counterparty shall be a Warehouseman for the purposes of this Master Confirmation).

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Master Confirmation and returning it to us or by sending to us a letter or facsimile substantially similar to this letter, which letter or facsimile sets forth the material terms of this Master Confirmation and indicates agreement to those terms.

WELLS FARGO COMMODITIES, LLC
By: /s/ Rilla Park _________________________ Name: Rilla Park
Title: Authorized Signatory
Date: October 3, 2023

MONTANA RENEWABLES, LLC
By: /s/ Vincent Donargo _________________ Name: Vincent Donargo
Title: Executive Vice President and Chief Financial Officer
Date: October 3, 2023

Exhibit 99.1

Calumet Announces New Inventory Financing Agreement for Montana Renewables

INDIANAPOLIS — (PR NEWSWIRE) — October 10, 2023 — Calumet Specialty Products Partners, L.P. (NASDAQ: CLMT) (the “Partnership,” “Calumet,” “Company,” “we,” “our” or “us”), today announced that Montana Renewables LLC (“MRL") has entered into a Supply and Offtake Agreement (“S&O Agreement”) with Wells Fargo. This Agreement replaces MRL’s previous inventory financing agreement with Macquarie. The S&O Agreement streamlines the administration of MRL’s inventory financing process, provides increased inventory advance rates, and has a three-year term.

Further information related to the agreement can be found on Form 8-K filed with the U.S. Securities and Exchange Commission.

About Calumet

Calumet manufactures, formulates, and markets a diversified slate of specialty branded products and renewable fuels to customers across a broad range of consumer-facing and industrial markets. Calumet is headquartered in Indianapolis, Indiana and operates twelve facilities throughout North America.

About Montana Renewables

Montana Renewables, LLC is an unrestricted subsidiary of Calumet located in Great Falls, MT. Montana Renewables is permitted to pretreat and convert 15,000 barrels per stream day ("bpsd"; permit capacity) of renewable feedstocks into low-emission sustainable alternatives that directly replace fossil fuel products. Commercial operations began in late 2022. MRL is a leader in North America's energy transition and the largest Sustainable Aviation Fuel producer in the western hemisphere. The renewable fuel products produced by Montana Renewables are distributed into renewable markets in the western half of North America.

Public Relations Contact:

Media Oakes, 317-957-5319

Investor Relations Contact:

Brad McMurray, 317-957-5378

Document and Entity Information	Oct. 03, 2023
Document and Entity Information [Abstract]
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Amendment Flag	false
Title of 12(b) Security	Common units representing limited partner interests
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Document Period End Date	Oct. 03, 2023
Entity Registrant Name	CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
Entity Address, Address Line One	2780 Waterfront Pkwy E. Drive
Entity Address, Adress Line Two	Suite 200
Entity Address, City or Town	Indianapolis
Entity Address State Or Province	IN
Entity Address, Postal Zip Code	46214
City Area Code	317
Local Phone Number	328-5660
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Written Communications	false
Entity File Number	000-51734
Entity Tax Identification Number	35-1811116
Trading Symbol	CLMT
Security Exchange Name	NASDAQ