exhibit104tenthamendment






Exhibit 10.4  13554461v10  TENTH AMENDMENT TO SUPPLY AND OFFTAKE AGREEMENT    THIS TENTH AMENDMENT TO SUPPLY AND OFFTAKE AGREEMENT (this  “Tenth Amendment”) is entered into as of the Tenth Amendment Closing Date (as defined below)  by and among Macquarie Energy North America Trading Inc., a Delaware corporation  (“Macquarie”), Calumet Montana Refining, LLC, a Delaware limited liability company (the  “Company”), and the other undersigned parties hereto.  RECITALS  A. Macquarie and the Company entered into that certain Supply and Offtake  Agreement dated March 31, 2017 (as amended by that certain First Amendment thereto, the  Second Amendment thereto, the Third Amendment thereto, the Fourth Amendment thereto, the  Fifth Amendment thereto, the Sixth Amendment thereto, the Seventh Amendment thereto, the  Eighth Amendment thereto, the Ninth Amendment thereto and as otherwise amended, restated,  supplement or modified from time to time, the “Supply and Offtake Agreement”).  B. Macquarie and the Company have agreed to amend certain provisions of the Supply  and Offtake Agreement and certain other Transaction Documents, to enter into certain agreements  and to provide certain other accommodations in connection therewith, and each of Macquarie and  the Company is willing to enter into such amendments and agreements and to provide such  accommodations, as more particularly described herein, subject to the terms and conditions of this  Tenth Amendment.  C. Macquarie and the Company agree that (a) Macquarie and the Company are  entering into this Tenth Amendment in order to accommodate certain amendments thereto, as more  particularly described herein, and (b) Macquarie and the Company and their respective Affiliates  will receive one or more material benefits from the entry into such agreements.   D. Capitalized terms used but not defined in this Tenth Amendment have the meanings  set forth therefor in the Supply and Offtake Agreement.  AGREEMENTS AND AMENDMENTS  NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of  which are acknowledged, the undersigned parties hereby agree as follows:   Amendments to Supply and Offtake Agreement.  (a) Article 1.1, Definitions, of the Supply and Offtake Agreement is hereby  amended by adding the following new definitions in their proper alphabetical order:  “Daily SOFR” means, on any day, overnight SOFR on the day that is two  (2) U.S. Government Securities Business Days prior to such day, as such rate is  published by the Term SOFR Administrator; provided that if as of 5:00 p.m. (New  York City time) on any such day such rate has not been published by the Term  SOFR Administrator, then Daily SOFR will be overnight SOFR as published by  





 






   2  13554461v10  the Term SOFR Administrator on the first preceding U.S. Government Securities  Business Day for which such rate was published by the Term SOFR Administrator.  “Second A/R Storage Facilities Agreement” means that certain Second  Amended and Restated Storage Facilities Agreement dated as of the Tenth  Amendment Closing Date by and between Macquarie and the Company, as  amended, restated, supplement or otherwise modified from time to time.  “SOFR” means a rate equal to the secured overnight financing rate as  administered by the SOFR Administrator.  “SOFR Administrator” means the Federal Reserve Bank of New York (or a  successor administrator of the secured overnight financing rate).  “Tenth Amendment” means the Tenth Amendment to Supply and Offtake  Agreement, dated as of the Tenth Amendment Closing Date, by and among  Macquarie, the Company, Parent and certain other parties thereto.  “Tenth Amendment Closing Date” means November 2, 2022.   “Term SOFR Administrator” means CME Group Benchmark  Administration Limited (CBA) (or a successor administrator of Daily SOFR).  “U.S. Government Securities Business Day” means any day except for (a)  a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial  Markets Association recommends that the fixed income departments of its  members be closed for the entire day for purposes of trading in United States  government securities.  (b) Article 1.1, Definitions, of the Supply and Offtake Agreement is hereby  amended by deleting the following defined terms in their entirety from the Supply and  Offtake Agreement: “LIBOR”, “Montana Renewables Letter Agreement”, “Montana  Renewables Storage Facilities Agreement”, “Montana Renewables Tolling Agreement”,  and “Stonebriar Acknowledgment Agreement” (as defined in Recital E of the Ninth  Amendment).  Each occurrence of any of the foregoing terms in the Supply and Offtake  Agreement is hereby deleted and of no further force and effect.  (c) Article 1.1, Definitions, of the Supply and Offtake Agreement is hereby  amended by deleting the following defined terms in their entirety and replacing them with  the following:   “Default Interest Rate” means the lesser of (i) Daily SOFR plus four  hundred sixty five (465) basis points and (ii) the maximum rate of interest permitted  by Applicable Law.”  “Senior Notes” means, collectively, (a) $550,000,000 aggregate principal  amount of 11.00% unsecured senior notes due 2025 issued pursuant to the 2019  Senior Notes Indenture (as defined in the definition of Senior Notes Indentures),  





 






   3  13554461v10  (b) $325,000,000 aggregate principal amount of 8.125% unsecured senior notes due  2027 issued pursuant to the 2022 Senior Notes Indenture (as defined in the  definition of Senior Notes Indentures), and (c) any subsequent offering of senior  unsecured notes, without regard to principal amount, having a maturity date that is  at or after April 15, 2021, in each case issued by Parent and Calumet Finance.  “Senior Notes Indentures” means, collectively, (a) that certain Indenture,  dated as of October 11, 2019, by and among Parent and Calumet Finance, as issuers,  the “Guarantors” (as defined therein) and Wilmington Trust, National Association,  as trustee (the “2019 Senior Notes Indenture”), (b) that certain Indenture, dated as  of January 20, 2022, by and among Parent and Calumet Finance, as issuers, the  “Guarantors” (as defined therein) and Wilmington Trust, National Association, as  trustee (the “2022 Senior Notes Indenture”), and (c) any note purchase agreement,  indenture or other agreement evidencing any other Senior Notes or any refinancing  of the foregoing permitted by the terms of the Senior Notes Documents, the Hedge  Intercreditor Agreement and such other Finance Documents.  “Senior Secured Notes” means (a) up to $200,000,000 aggregate principal  amount of 9.25% senior secured notes due 2024 issued by Parent and Calumet  Finance pursuant to the Senior Secured Notes Indenture, and (b) any subsequent  offering of senior secured notes, without regard to principal amount, having a  maturity date that is at or after April 15, 2021, in each case issued by Parent and  Calumet Finance.  “Senior Secured Notes Indenture” means that certain Indenture, dated as of  August 5, 2020, by and among Parent and Calumet Finance, as issuers, the  “Guarantors” (as defined therein) and Wilmington Trust, National Association as  trustee.   (d) Article 1.1, Definitions, of the Supply and Offtake Agreement is hereby  amended by amending the definition of “Financing Agreement” to replace the reference to  “Subsidiaries” in the last line thereof with a reference to “Restricted Subsidiaries”.  (e) Section 3.1, Term, of the Supply and Offtake Agreement is hereby amended  by replacing the reference to “June 30, 2023” in the second sentence of such section with  a reference to “June 30, 2026”.  (f) Section 3.2, Early Termination Rights, of the Supply and Offtake  Agreement is hereby amended by replacing the reference to “June 30, 2022” in the fifth  line of sub clause (a) of such section with a reference to “September 30, 2025”.    (g) Section 16.1, Insurance Coverages, of the Supply and Offtake Agreement  is hereby amended by amending and restating clause (f) thereof with the following  language:  





 






   4  13554461v10  (f)  Umbrella/excess liability coverage providing coverage with respect to the  coverage required under Sections 16.1(c), Section 16.1(d)(ii) and Section 16.1(e)  in a minimum amount of $175,000,000 per occurrence and in the aggregate;  provided that, if at any time after the Tenth Amendment Closing Date, Macquarie  determines after review of such liability coverage that the minimum amount of such  liability coverage should be increased, in its reasonable commercial judgment, then,  in such case, if, for any period of time that the Company does not increase such  liability coverage to such increased minimum amount, after receiving written  request of Macquarie to do so by a date certain as set forth in such request, and  Macquarie obtains such increased portion of such liability coverage under its own  applicable insurance policies resulting in an increase in Macquarie’s insurance  premiums thereunder for having obtained such increase in liability coverage, then  the Company shall reimburse Macquarie for such increase in premiums promptly  upon written request of Macquarie, and, in any event, within five (5) Business Days  of such request.  No action by Macquarie to obtain such additional liability  coverage shall be deemed (i) a waiver of the Company’s obligation to obtain any  such additional liability coverage or (ii) an agreement or obligation of Macquarie  to obtain such additional liability coverage.  For the avoidance of doubt, such  reimbursement obligations shall constitute Transaction Obligations hereunder until  paid by the Company.  (h)  Section 16.1, Insurance Coverages, of the Supply and Offtake Agreement  is hereby amended by amending and restating clause (g) thereof with the following  language:   (g)  Stock throughput coverage providing coverage with respect to Crude Oil and  Products in a minimum aggregate amount of $100,000,000.  (i) Section 16.2, Additional Insurance Requirements, of the Supply and  Offtake Agreement is hereby amended by (i) amending and restating clauses (a) and (b)  thereof with the following language and (ii) adding the following new clause (f) to the end  of such section:  (a)   The foregoing policies in Section 16.1 and the policies described in Section  16.2(e), in each case, shall include or provide that the underwriters waive all rights  of subrogation against Macquarie and the insurance is primary without contribution  from Macquarie’s insurance.  The foregoing policies in Section 16.1 and the  policies described in Section 16.2(e) shall, in each case, include (i) Macquarie as  additional insured (other than for insurance under Schedule 16.1(g)) and (ii)  Macquarie as loss payee under Sections 16.1(b) and (g) and 16.2(e) only.  (b)  The Company shall cause its insurance carriers or its authorized insurance  broker to furnish Macquarie with insurance certificates, in Acord form or  equivalent, and copies of the applicable insurance policies evidencing the existence  of the coverages and the endorsements required above and in Section 16.2(e) below;  provided that, notwithstanding the foregoing, the Company shall provide an  insurance certificate, in Acord form, with respect to the insurance coverage under  





 






   5  13554461v10  Section 16.1(g) within five days of the Tenth Amendment Closing Date.  The  Company shall provide thirty (30) days’ written notice prior to cancellation or  material modification of insurance becoming effective.  The Company also shall  provide renewal certificates and updated copies of each applicable insurance policy  prior to expiration of any such policy.  (f)  Within five days after the end of each fiscal quarter, commencing with the fiscal  quarter ending December 31, 2022, the Company shall provide a written statement  to Macquarie, in form and substance reasonably satisfactory to Macquarie,  confirming that the applicable foregoing insurance policies are in full force and  effect and that such policies are in compliance with the requirements of this  Agreement, including this Article 16 hereof, detailing any changes made to such  insurance policies since the last written statement was delivered, and providing a  representation that the Company is in compliance with all of the insurance  requirements under and with respect to this Agreement and the other Transaction  Documents.   (j) Article 18, Representations, Warranties and Covenants, of the Supply and  Offtake Agreement is hereby amended by amending and restating Section 18.4 thereof with  the following language:  "[Reserved]"  (k) Article 18, Representations, Warranties and Covenants, of the Supply and  Offtake Agreement is hereby amended by amending and restating clause (m) of Section  18.2 thereof with the following language:  (m)  The Company shall provide a written update to Macquarie immediately  upon obtaining knowledge thereof, and in any event within (i) one (1) Business Day  in respect of (x) any breach or default that has occurred under any Financing  Agreement and (y) any termination or cancellation of the Montana Renewables  Services Agreement or the Montana Renewables Lease, and, in each case, the  current status thereof, and (ii) five (5) Business Days in respect of (A) any breach  or default that has occurred under the Montana Renewables Services Agreement or  the Montana Renewables Lease and the current status thereof and (B) any failure  by the Company or Montana Renewables to pay any fees or other payments due  and owing under the Montana Renewables Services Agreement or the Montana  Renewables Lease when due.   (l) Article 18, Representations, Warranties and Covenants, of the Supply and  Offtake Agreement is hereby amended by adding the following new Section 18.7 to the  end of such Article 18:  “Section 18.7 SOFR Covenants.  To the extent interest rates based on SOFR for  any reason are no longer available in the market, are unable to be determined or  otherwise become illegal in any way, Macquarie, using its commercially reasonable  judgment, will, in consultation with the Company, determine a per annum rate of  





 






   6  13554461v10  interest reasonably equivalent to SOFR plus the agreed applicable margin, until  such time as Macquarie determines that SOFR is again available, if at all, for  determining interest rates.”  (m) Section 19.2, Remedies, of the Supply and Offtake Agreement is hereby  amended by deleting the first sentence of clause (b) of such section in its entirety and  replacing it with the following language:  Termination/Settlement Amount.  Notwithstanding any other provision of  this Agreement, if an Event of Default has occurred and is continuing with respect  to the Defaulting Party, the Non-Defaulting Party shall have the right, immediately  and at any time(s) thereafter, to terminate this Agreement (and any other contract  or agreement that may then be outstanding among the Parties that relates  specifically to this Agreement, including any Transaction Document) and, subject  to Section 19.2(c), to liquidate and terminate any or all rights and obligations under  this Agreement and such other Transaction Documents; provided that, in the event  Macquarie is the Non-Defaulting Party, this Agreement shall not be deemed to have  terminated in full until Macquarie shall have (A) disposed of all Crude Oil and  Products owned or maintained by Macquarie in which Macquarie has lien or other  rights in connection herewith, (B) exercised in full all of its rights and remedies  with respect to the Hydrocarbon Credit Support and (C) received evidence  satisfactory to Macquarie that the Company has met all of its obligations and  requirements under Section 20.1(a) and such obligations and requirements shall  have otherwise been satisfied in full; provided further that the parties agree that  solely for purposes of this sub clause (C), any reference to “Termination Date” as  set forth in Section 20.1(a) shall be a reference to any applicable date(s) with respect  to the completion of such foregoing obligations and requirements under this Section  19.2(b).         (n) Section 19.2, Remedies, of the Supply and Offtake Agreement is hereby  amended by deleting the last sentence of clause (c) in its entirety and replacing it with the  following language:  “In calculating the Settlement Amount, the Non-Defaulting Party shall discount to  present value (in any commercially reasonable manner based on prevailing SOFR  rates for the applicable period and currency) any amount which would be due at a  later date and shall add interest (at a rate determined in the same manner) to any  amount due prior to the date of the calculation.”  (o) Section III, Certain Additional Agreements, etc., of the Seventh  Amendment is hereby amended by deleting therefrom clauses (b)(iii)(x) and (y), (c), (e)  and (k).  (p) Schedule C, Monthly True-Up Amounts, of the Supply and Offtake  Agreement is hereby by amended by replacing the definition of “Applicable True-Up Index  Value” in Section I. of such schedule with the following language:  





 






   7  13554461v10  “Applicable True-Up Index Value” means, for any true up calculation for a calendar  month, the spot price for the relevant index used to calculate the Current Month  Pricing Benchmark for a Product Group (other than Crude Oil) on the first Business  Day of the first Delivery Month after the calendar month for which a true up is to  be calculated, plus or minus the Differential (if any) set forth and determined in  accordance with Schedule B for such first Delivery Month; provided that, in the  case of Crude Oil, for any true up calculation for a calendar month, the spot price  for the index used to calculate the Current Month Pricing Benchmark for Crude Oil  on the first Business Day of the first Delivery Month after the calendar month for  which a true up is to be calculated, plus or minus the Differential (if any) set forth  and determined in accordance with Schedule B for the prior Delivery Month.  (q) Schedule E, Included Tanks, attached to the Supply and Offtake Agreement  is hereby replaced with Schedule E attached to this Tenth Amendment.  (r) Amendment to Fees and Adjustments Letter.  Reference is made to the Fees and Adjustments Letter dated June 30, 2022.  Such  Fees and Adjustments Letter is hereby amended by deleting the reference to  “$217.838.00” at the end of Section 2.d. thereof and replacing it with a reference  to $139,969.   Certain Additional Agreements, etc.    (a) Subject Tanks Product Purchase Date.  Macquarie and the Company agree  that proper notice has been given pursuant to Section 8.2(d) of the Supply and Offtake  Agreement and that the Subject Tanks Product Purchase Date has occurred on and as of  the Tenth Amendment Closing Date.  As such, Macquarie and the Company agree that the  Macquarie has sold and the Company has repurchased from Macquarie, or Macquarie and  the Company have made necessary arrangements on and as of the Tenth Amendment  Closing Date for Macquarie to sell and for the Company to repurchase from Macquarie,  any Crude Oil and Product located in the Subject Tanks in accordance with the terms of  Section 8.2(d) of the Supply and Offtake Agreement and otherwise in accordance with the  terms of the Supply and Offtake Agreement.    (b) Termination of Certain Agreements.  Each of the parties hereto  acknowledge and agree that, after giving effect to this Tenth Amendment and the  transactions related hereto and thereto, each of the Montana Renewables Letter Agreement,  the Montana Renewables Storage Facilities Agreement and the Stonebriar  Acknowledgment Agreement, respectively, is automatically terminated in accordance with  its respective terms and is of no further force and effect.  Each of the parties hereto  acknowledge and agree that, after receipt by Macquarie from the Company of payment in  full of the amount set forth in Section III(b)(iii) hereof, that certain letter agreement dated  May 10, 2022 by and among Macquarie, the Company and the other parties thereto (as  amended, the “Side Letter”) is hereby terminated and of no further force and effect.  





 






   8  13554461v10  (c) Second A/R Storage Facilities Agreement.  From and after the Tenth  Amendment Closing Date, the Second A/R Storage Facilities Agreement amends and  restates, in its entirety and for all purposes, the A/R Storage Facilities Agreement.  Any  reference to the A/R Storage Facilities Agreement in the Supply and Offtake Agreement,  any other Transaction Document, any Base Agreement or any other agreement in  connection with the foregoing, will, from and after the Tenth Amendment Closing Date,  be a reference to the Second A/R Storage Facilities Agreement.   Conditions Precedent.  This Tenth Amendment shall be effective on the date when  the following conditions precedent have been satisfied:    (a) Macquarie and the Company shall each have received this Tenth  Amendment duly executed by Macquarie, the Company, Parent, Calumet Refining,  Calumet Canada, Montana Renewables and Macquarie Energy Canada Ltd. (successor by  amalgamation with Macquarie Oil Services Canada Ltd.);  (b) Macquarie shall have received, on or prior to the Tenth Amendment Closing  Date, payment of all fees, expenses and other amounts due, payable and required to be  reimbursed or paid by the Company hereunder, under (i) the Fees and Adjustments Letter,  (ii) any other Transaction Document and (iii) the Side Letter in the aggregate amount of  $0.00, in each case, on or prior to such date;  (c) Macquarie shall have received a certificate signed by an appropriate officer  of each of (i) the Parent, (ii) Calumet Refining, (iii) the Company, (iv) Calumet Canada  and (v) Montana Renewables, in each case, certifying as to incumbency, due authorization,  board approval and resolutions of such Person and certifying as to true and accurate copies  of such Person’s organizational documents;   (d) Macquarie shall have received an opinion of counsel of the Company, in  form and substance satisfactory to Macquarie, covering such matters as Macquarie shall  reasonably request, including: good standing; existence and due qualification; power and  authority; due authorization and execution; enforceability of the applicable Transaction  Documents; and no breach or violation of the Existing Financing Agreements; and  (e) (f)(e) Macquarie and the Company shall each have received such other  documents and deliveries from each other as each may reasonably request.   Representations, Warranties and Covenants.    (a) Each of Macquarie, the Company, Calumet Refining, Calumet Canada,  Montana Renewables and Macquarie Energy Canada Ltd. (successor by amalgamation  with Macquarie Oil Services Canada Ltd.) represents and warrants to each other that (i) it  possesses all requisite power and authority to execute, deliver and comply with the terms  of this Tenth Amendment, (ii) no other consent of any Person (other than, in respect of the  Company, a consent of the Parent in respect of its Guaranty, which is set forth herein) is  required for this Tenth Amendment to be effective, and (iii) the execution and delivery of  this Tenth Amendment, and, as applicable, the other agreements referenced herein to which  any such Person is a party, does not violate its respective organizational documents.    





 






   9  13554461v10   Ratification of Guaranty.  Parent hereby acknowledges, ratifies and reaffirms its  guaranty of the Guaranteed Obligations under and as defined in the Guaranty, and all of its  obligations under and in respect thereof, in favor of Macquarie, and acknowledges and  agrees that such Guaranty remains in full force and effect and continues to be the legal,  valid, and binding obligation of Parent enforceable in accordance with its terms (as the  same are modified by the First Amendment to Guaranty, this Tenth Amendment and as  otherwise amended, supplemented, modified or extended through and including the Tenth  Amendment Closing Date).  Parent acknowledges and agrees that neither the execution of  this Tenth Amendment nor the consummation of the transactions described herein shall in  any way affect, impair or limit the covenants, liabilities, obligations and duties of Parent  under the Guaranty (as so modified and amended).   Scope of Amendment; Reaffirmation.    (a) All references hereafter to the Supply and Offtake Agreement shall refer to  the Supply and Offtake Agreement as amended by this Tenth Amendment.  Except as  modified by this Tenth Amendment and by other amendments to the Transaction  Documents, the Transaction Documents are unchanged and continue in full force and  effect.  However, in the event of any inconsistency between the terms of the Supply and  Offtake Agreement (as amended by this Tenth Amendment) and any other Transaction  Document, the terms of the Supply and Offtake Agreement shall control (except solely  with respect to any fees, amounts and payments set forth in the Fees and Adjustments, as  amended from time to time, as to which the Fees and Adjustments Letter shall control) and  such other Transaction Documents (other than the Fees and Adjustments Letter) shall be  deemed to be amended to conform to the terms of the Supply and Offtake Agreement.    (b) Each of Macquarie, the Company, Calumet Refining, Calumet Canada and  Macquarie Energy Canada Ltd. (successor by amalgamation with Macquarie Oil Services  Canada Ltd.) hereby reaffirms its obligations under the Transaction Documents to which  it is a party and agrees that all Transaction Documents to which it is a party remain in full  force and effect and continue to be its legal, valid, and binding obligations enforceable in  accordance with their terms (as the same are modified, as applicable, by this Tenth  Amendment).     Miscellaneous.  (a) Form.  Each agreement, document, instrument or other writing to be  furnished to Macquarie and the Company, as applicable, under any provision of this Tenth  Amendment must be in form and substance satisfactory to the parties hereto and their  counsel.  (b) Headings.  The headings and captions used in this Tenth Amendment are  for convenience only and will not be used to construe the meaning or intent of the terms of  this Tenth Amendment, the Supply and Offtake Agreement, or the other Transaction  Documents.  





 






   10  13554461v10  (c) Successors and Permitted Assigns.  This Tenth Amendment is binding  upon, and inures to the benefit of the parties to this Tenth Amendment and their respective  successors and permitted assigns.  Unless otherwise provided in the Transaction  Documents, all covenants, agreements, indemnities, representations and warranties made  in any of the Transaction Documents survive and continue in effect as long as the  Transaction Obligations are outstanding.  Nothing expressed or implied in this Tenth  Amendment is intended to create any rights, obligations or benefits under the Supply and  Offtake Agreement, as amended hereby, in any person other than the parties thereto and  hereto and their respective successors and permitted assigns.  (d) Invalidity.  If any Article, Section or provision of this Tenth Amendment  shall be determined to be null and void, voidable or invalid by a court of competent  jurisdiction, then for such period that the same is void or invalid, it shall be deemed to be  deleted from the Supply and Offtake Agreement, as amended hereby, and the remaining  portions of the Supply and Offtake Agreement, as amended hereby, shall remain in full  force and effect.  (e) Multiple Counterparts.  This Tenth Amendment may be executed in one or  more counterparts by the parties hereto and initially delivered by facsimile transmission,  pdf or otherwise, with original signature pages to follow, and all such counterparts shall  together constitute one and the same instrument.  (f) GOVERNING LAW.  THIS TENTH AMENDMENT SHALL BE  GOVERNED BY, CONSTRUED AND ENFORCED UNDER THE LAWS OF THE  STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS  PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF  ANOTHER STATE.  (g) FINAL AGREEMENT.  THE TERMS OF THIS TENTH AMENDMENT,  THE SUPPLY AND OFFTAKE AGREEMENT AND THE OTHER TRANSACTION  DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES  HERETO AND THERETO WITH RESPECT TO THE MATTERS SET FORTH  HEREIN AND THEREIN, AND NO REPRESENTATIONS OR WARRANTIES SHALL  BE IMPLIED OR PROVISIONS ADDED IN THE ABSENCE OF A WRITTEN  AGREEMENT TO SUCH EFFECT BETWEEN THE PARTIES HERETO OR  THERETO.  THIS TENTH AMENDMENT, THE SUPPLY AND OFFTAKE  AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS MAY NOT BE  CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR  SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO  UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  No promise,  representation or inducement has been made by any party hereto or thereto that is not  embodied in the Supply and Offtake Agreement, as amended by this Tenth Amendment,  or the other Transaction Documents, and no party hereto or thereto shall be bound by or  liable for any alleged representation, promise or inducement not so set forth herein or  therein.  





 






   11  13554461v10    [SIGNATURES ON FOLLOWING PAGES.]     





 






    Signature Page to Tenth Amendment to Supply and Offtake Agreement  IN WITNESS WHEREOF, this Tenth Amendment is executed effective as of the Tenth  Amendment Closing Date.      MACQUARIE ENERGY NORTH AMERICA  TRADING INC.      By: /s/ Ozzie Pagan       Name: Ozzie Pagan  Title: Executive Director        By: /s/ Tara Teeter       Name: Tara Teeter  Title: Division Director          Agreed and accepted by Macquarie Energy Canada Ltd.  (successor by amalgamation with Macquarie Oil Services  Canada Ltd.) solely for purposes of evidencing its assent to  Articles IV(a) and VI(b) of this Tenth Amendment:      MACQUARIE ENERGY CANADA LTD.  (SUCCESSOR BY AMALGAMATION WITH  MACQUARIE OIL SERVICES CANADA LTD.)      By: /s/ Darren Slater       Name: Darren Slater  Title: Executive Director          By: /s/ Tara Teeter       Name: Tara Teeter  Title: Division Director 





 






    Signature Page to Tenth Amendment to Supply and Offtake Agreement  CALUMET MONTANA REFINING, LLC    By: Calumet Refining, LLC, its sole member  By: Calumet Operating, LLC, its sole member  By: Calumet Specialty Products Partners, L.P.,     its sole member  By: Calumet GP, LLC, its general partner       By: /s/ Vincent Donargo     Vincent Donargo    Executive Vice President and Chief  Financial Officer             Agreed and accepted by Parent solely for purposes of  evidencing its assent to Article V of this Tenth Amendment:      CALUMET SPECIALTY PRODUCTS PARTNERS,  L.P.    By: Calumet GP, LLC, its general partner      By: /s/ Vincent Donargo       Vincent Donargo  Executive Vice President and Chief Financial  Officer     





 






  Signature Page to Tenth Amendment to Supply and Offtake Agreement  Agreed and accepted by each of Calumet Refining, LLC and  Calumet Specialty Products Canada, ULC solely for  purposes of evidencing its assent to Articles IV(a) and VI(b)  of this Tenth Amendment:      CALUMET REFINING, LLC    By: Calumet Operating, LLC, its sole member  By: Calumet Specialty Products Partners, L.P.,     its sole member  By: Calumet GP, LLC, its general partner       By: /s/ Vincent Donargo      Vincent Donargo     Executive Vice President and Chief  Financial Officer       CALUMET SPECIALTY PRODUCTS CANADA,  ULC      By: /s/ Vincent Donargo       Vincent Donargo    Executive Vice President and Chief Financial Officer           





 






  Signature Page to Tenth Amendment to Supply and Offtake Agreement  Agreed and accepted by Montana Renewables, LLC solely  for purposes of evidencing its assent to Articles II and IV of  this Tenth Amendment:       MONTANA RENEWABLES, LLC      By: /s/ Vincent Donargo        Vincent Donargo     Executive Vice President and Chief Financial Officer    





 






  Schedule E  13554461v10  Schedule E    Included Tanks      TANKS: Company: New  Service:  Cap, bbls Work Cap, bbls  Tk-047 CMR kero             20,585             16,468   Tk-048 CMR kero             20,561             16,449   Tk-049 CMR diesel             20,600             16,480   Tk-051 CMR FCC feed             20,618             16,494   Tk-052 CMR gasoline             17,818             14,254   Tk-058 CMR LCO               9,354               7,483   Tk-115 CMR fuel oil               4,542               3,634   Tk-122 CMR gasoline             21,499             17,199   Tk-123 CMR gasoline             21,569             17,255   Tk-124 CMR naphtha             19,891             15,913   Tk-125 CMR FCC feed             35,810             28,648   Tk-126 CMR gasoline             27,418             21,934   Tk-127 CMR gasoline             17,124             13,699   Tk-135 CMR hard pen             93,667             74,934   Tk-137 CMR PMA conc             23,140             18,512   Tk-138 CMR PMA conc             23,933             19,146   Tk-139 CMR soft pen           145,705           116,564   Tk-150 CMR HTU feed             28,848             23,078   Tk-170 CMR diesel               9,756               7,805   Tk-171 CMR diesel               9,756               7,805   Tk-176 CMR ethanol               5,040               4,032   Tk-201 CMR crude feed             68,407             54,726   Tk-202 CMR crude feed             68,407             54,726