EXHIBIT 10.1
LIMITEDCONDITIONALWAIVERANDCONSENTAGREEMENT
ThisLIMITEDCONDITIONALWAIVERANDCONSENTAGREEMENT(this“Agreement”),
dated as of June 30, 2026, is among the UNITED STATES DEPARTMENT OF ENERGY, an agency of the United States of America (“DOE”); MONTANA RENEWABLES, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Borrower”); MONTANA RENEWABLES HOLDINGS LLC., a limited liability company organized and existing under the laws of theStateofDelaware(the“DirectParent”);CALUMET,INC.,acorporationorganizedandexistingunder the laws of the State of Delaware (the “Calumet Parent”); WPGG 14 UNITED AGGREGATOR, L.P., a limitedpartnershiporganizedandexistingunderthelawsoftheStateofDelaware(togetherwiththeDirect Parentandthe Calumet Parent,the“Sponsors”,andeacha“Sponsor”); andCITIBANK,N.A.,a national bankingassociationactingthroughitAgencyandTrustbusiness,ascollateralagent(“CollateralAgent”).
Inconnectionwiththat(i)certainLoanGuaranteeAgreementdatedasofJanuary10,2025between theBorrowerandDOE(the“LGA”),(ii)certainSponsorSupportAgreement,datedasofJanuary28,2025 amongDOE,theSponsorsandtheCollateralAgent(the“SponsorSupportAgreement”)and(iii)certain LimitedConditionalWaiverandConsentAgreement,datedasofFebruary10,2026(the“February2026 Waiver”)forothergoodandvalidconsideration,thereceiptandsufficiencyofwhichareherebyexpressly acknowledged, the parties hereto agree as follows:
Section1.DefinedTerms.
(a)Unlessotherwisedefinedherein,capitalizedtermsusedinthisAgreement(includinginthe PreliminaryStatements)shallhavetherespectivemeaningsascribedtosuchtermsinAnnexA(Definitions) to the LGA.
(b)Unless the contrary is expressly stated herein, the rules of construction set forth in Section 1.02 (Other Rules of Construction) of the LGA shall govern and apply to this Agreement, mutatis mutandis.
Section2.Conditional Waiver and Consent.Subject to the satisfactionoftheconditionsset forth in Section 3 below:
(a)DOE and the Borrower hereby agree to a limited waiver of the Event of Default arising underSection10.01(z)(BaseCashEquityReserveAccount)oftheLGAduringtheWaiverPeriod(defined below)fromJuly11,2026(immediatelyupontheexpirationoftheFebruary2026WaiveronJuly10,2026) to (but excluding) January 1, 2027 (such period, the “Waiver Period”). To the extent required for the limited purposes set forth herein, Section 10.01(z) (Base Cash Equity Reserve Account) of the LGA shall be deemed hereby amended to effectuate the foregoing waiver during the Waiver Period; and
(b)DOE, the Borrower and the Sponsors each hereby agrees to a limited waiver of Section 2.02(a)(ii) (Base Cash Equity Reserve Account) of the Sponsor Support Agreement during the Waiver Period.To the extent required for the limited purposes set forth herein, Section 2.02(a)(ii) (Base Cash EquityReserveAccount)oftheSponsorSupportAgreementshallbedeemedherebyamendedtoeffectuate the foregoing waiver during the Waiver Period.
Section3.Conditions;EffectofAgreement.
(a)This Agreement and the waiver and consent set forth herein shall become effective only upon due execution and delivery of this Agreement by each of the Borrower, each Sponsor and DOE (the date on which this condition is satisfied, the “Effective Date”).
(b)ThisAgreementshallconstitutea“FinancingDocument.”
(c)Except for the express waiver and consent set forth in Section 2 (Conditional Waiver and Consent) hereof, this Agreement shall not by implication or otherwise (i) constitute a consent or approval under, or with respect to, any other provision of the LGA, the Sponsor Support Agreement or any other TransactionDocument;(ii)limit,impair,constituteawaiveroforotherwiseaffecttherightsandremedies of DOE, the Collateral Agent or any other Person under the LGA, the Sponsor Support Agreement or any otherTransactionDocument;or(iii)alter,modify,amendorinanywayaffectanyoftheterms,provisions, conditions, obligations, covenants or agreements contained in the LGA, the Sponsor Support Agreement, or any other Transaction Document.
(d)Nothing herein shall be deemed to entitle the Borrower, any Sponsor or any other Person toanyforbearanceorconsentto,orawaiver,amendment,modificationorotherchangeof,anyoftheterms, provisions, conditions, obligations, covenants or agreements contained in the LGA, the Sponsor Support Agreement, or any other Financing Document in similar or different circumstances.
Section4.Reaffirmations;Covenants.TheBorrowerandeachSponsorhereby(i)reaffirms thecovenantsandagreementscontainedineachoftheFinancingDocumentstowhichitisaparty;
(ii)reaffirms that each of the security interests and other liens created and granted in or pursuant to the FinancingDocumentsisvalid,perfected,andsubsisting,andacknowledgesandagreesthatthisAgreement shall in no manner impair or otherwise adversely affect such security interest or other liens; (iii) confirms that each Financing Document to which it is a party is and shall continueto be infull force and effect and thesameisherebyratifiedandconfirmedinallrespects,exceptasexplicitlymodifiedherein;and
(iv)acknowledgesandconsentstothisAgreementandthetermsandprovisionshereof.
Section5.Representations and Warranties.The Borrower and each Sponsor hereby represents to DOE, the Collateral Agent, and the other Secured Parties, as of the date hereof, that:
(a)itisdulyorganizedandvalidlyexistingunderthelawsofitsplaceoforganizationandhas all requisite power and authority to own and operate its properties and assets and to carry out its business as presently conducted;
(b)this Agreement has been duly authorized, executed and delivered, and no corporate or third-party authorization or consent, other than any authorization or consent that has been obtained, is necessary for the execution, delivery and performance hereof or the consummation of the transactions contemplated herein;
(c)eachoftheTransactionDocumentstowhichitisapartyremainsinfullforceandeffectin accordancewiththeirtermsandthisAgreementandeachotherTransactionDocumenttowhichitisaparty is its valid, binding and enforceable obligation in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);
(d)each of the representations and warranties made bytheBorrower and each Sponsor inthe TransactionDocumentstowhichit isapartyremaintrueandcorrectinall material respects(excepttothe extentanysuchrepresentationandwarrantyitselfisqualifiedby“materiality”,“materialadverseeffect”or a similar qualifier, in which case it is true and correct in all respects) as of the date hereof, except to the extent such representation or warranty is made only as of a specific date or time (in which event such representation or warranty is true and correct as of such date or time);
(e)after giving effect to the terms hereof, no event has occurred and is continuing which constitutes, or with the passage of time, the giving of notice or both could reasonably be expected to constitute, a Default or an Event of Default; and
(f)there is no fact known to it that has not been disclosed to DOE in writing that could reasonablybeexpectedtohaveaMaterialAdverseEffect,andtheexecution,deliveryandperformanceof thisAgreement,theLGA,theSponsorSupportAgreementandeachotherTransactionDocumenttowhich it is a party could not reasonably be expected to result in a Material Adverse Effect.
Section6.FurtherAssurances. Eachofthepartiesheretoagrees,promptlyuponreasonable request by any other party hereto, to cooperate in good faith and execute, acknowledge and deliver all furtherinstrumentsanddocuments,andtakeallsuchfurtheractsassuchotherpartymayreasonablyrequest from time to time in order to carry out the purposes of this Agreement.
Section7. Amendments;Waivers.
(a)NofailureordelaybyDOE,theCollateralAgentoranyotherSecuredPartyinexercising any right, power or remedy shall operate as a waiver thereof or otherwise impair any rights, powers or remedies of the Secured Parties. No single or partial exercise of any such right, power or remedy shall preclude any other or further exercise thereof or the exercise of any other legal right, power or remedy.
(b)Exceptasotherwiseprovidedherein,neitherthisAgreementnoranyprovisionhereofmay be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing and executed by the Borrower and DOE.
(c)Anyamendment,modification,consent,waiverorchangeinrespecttoorinrespectofany provisionofthisAgreementoranyotherFinancingDocumentthatconstitutesa“modification”(asdefined in Section502(9) of FCRA) that increases the amount of the Credit Subsidy Cost (as calculated in accordance with FCRA and OMB Circulars A-11 and A-129), shall be subject to the availability to DOE offundsappropriatedbytheU.S.Congress,or,totheextentpermittedbyApplicableLaw,paymentbythe Borrower, to meet any such increase in the Credit Subsidy Cost.
(d)No amendment or waiver of any provision of this Agreement, and no consent to any departurebytheBorroweroranySponsorshallinanyeventbeeffectiveunlessthesameshallbeinwriting andsignedbyDOEandthensuchwaiverorconsentshallbeeffectiveonlyinthespecificinstanceandfor the specific purpose for which it is given.
Section8.Severability.In case any one or more of the provisions contained in thisAgreementshouldbeinvalid,illegalorunenforceableinanyrespect,thevalidity,legalityandenforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties hereto shall enter into good-faith negotiations to replace the invalid, illegal or unenforceable provision.
Section9.Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same valid, binding instrument.ExcepttotheextentApplicableLawwouldprohibitthesame,makethesameunenforceableor affirmativelyrequiresamanuallyexecutedcounterpartsignature:(i)thedeliveryofanexecutedcounterpart of a signature page of this Agreement by emailed .pdf or any other electronic means approved by DOE in writing (which may be via email) that reproduces an image of the actual executed signature page shall be aseffectiveasthedeliveryofamanuallyexecutedcounterpartofthisAgreement;and(ii)ifagreedbyDOE inwriting(whichmaybeviaemail)withrespecttothisAgreement,thedeliveryofanexecutedcounterpart of a signature page of this Agreement by electronic means that types in the signatory to a document as a “conformedsignature”fromanemailaddressapprovedbyDOEinwriting(whichmaybeviaemail)shall
beaseffectiveasthedeliveryofamanuallyexecutedcounterpartofthisAgreement.Infurtheranceofthe foregoing,thewords“execution”,“signed”,“signature”,“delivery”andwordsoflikeimportinorrelating toanydocumenttobesignedinconnectionwiththisAgreementandthetransactionscontemplatedhereby or thereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executedsignature,physicaldeliverythereofortheuseofapaper-basedrecordkeepingsystem,asthecase maybe,totheextentandasprovidedforinanyApplicableLaw,includingtheFederalElectronicSignatures inGlobalandNationalCommerceAct,theNewYorkStateElectronicSignaturesandRecordsAct,orany other similar state laws based on the Uniform Electronic Transactions Act.As used herein, “Electronic Signature” has the meaning assigned to it by 15 U.S.C. § 7006, as it may be amended from time to time.
Section10.Entire Agreement.This Agreement, including any agreement, document or instrumentattachedtothisAgreement orreferredtoherein,together withthe other FinancingDocuments, integrateallthetermsandconditionsmentionedhereinorincidentalhereto,constitutetheentireagreement and understanding, and supersede all oral negotiations and prior writings, agreements and understandings (both written and oral), among the parties hereto in respect of the subject matter hereof and thereof.
Section11. GoverningLaw;WaiverofJuryTrial.
(a)THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCEWITH,THEFEDERALLAW OFTHEUNITEDSTATES.TOTHEEXTENTTHAT FEDERAL LAW DOES NOT SPECIFY THE APPROPRIATE RULE OF DECISION FOR A PARTICULARMATTERATISSUE,ITISTHEINTENTIONANDAGREEMENTOFTHEPARTIES TO THIS AGREEMENT THAT THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES (EXCEPT SECTION 5-1401 OF THE NEW YORKGENERALOBLIGATIONSLAW))SHALLBEADOPTEDASTHEGOVERNINGFEDERAL RULE OF DECISION.
(b)EACH OF THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY,INTENTIONALLYANDIRREVOCABLYWAIVESANYRIGHTSITMAYHAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE BORROWER OR ANY SPONSOR. THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS.
Section12.Consent to Jurisdiction.By execution and delivery of this Agreement, the Borrower and each Sponsor irrevocably and unconditionally:
(a)submitsforitselfanditspropertyinanylegalactionorproceedingagainstitarisingoutof or in connection with this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of: (i) the courts of the United States for the District of Columbia; (ii) the courts of the United States in and for the Southern District of New Yorksitting in New YorkCounty;(iii)anyotherfederalcourtofcompetentjurisdictioninanyotherjurisdictionwhereitorany of its property may be found; (iv) the state courts of New York County; (v) the courts of the District of Columbia; and (vi) appellate courts from any of the foregoing;
(b)consentsthatanysuchaction orproceedingmay be broughtinorremovedtosuch courts, and waives any objection or right to stay or dismiss any action or proceeding that it may now or hereafter
have,tothevenueofanysuchactionorproceedinginanysuchcourtorthatsuchactionorproceedingwas brought in an inconvenient court and agrees not to plead or claim the same;
(c)(i)agreestoirrevocablydesignateandappointanagentsatisfactorytoDOEforserviceof process in New York under this Agreement, with respect to any action or proceeding in New York, as its authorized agent to receive, accept and confirm receipt of, on its behalf, service of process in any such proceeding; (ii) agrees that service of process, writ, judgment or other notice of legal process upon said agent shall be deemed and held in every respect to be effective personal service upon it; and (iii) shall maintain such appointment (or that of a successor satisfactory to DOE) continuously in effect at all times while the Secured Obligations are outstanding;
(d)agrees that nothing herein shall: (i) affect the right of any Secured Party to effect service of process in any other manner permitted by law; or (ii) limit the right of any Secured Party to commence proceedings against or otherwise sue the Borrower, any Sponsor or any other Person in any other court of competent jurisdiction, nor shall the commencement of proceedings in any one or more jurisdictions precludethe commencement of proceedings inany other jurisdiction (whether concurrently or not) if, and to the extent, permitted by the Applicable Laws; and
(e)agrees that judgment against it in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction within or outside the U.S. by suit on the judgment or otherwise as providedbylaw,acertifiedor exemplifiedcopyofwhichjudgment shall beconclusiveevidenceof the fact and amount of the Borrower’s or any Sponsor’s obligation.
Section13.Survival Provisions. All covenants, agreements, representations and warranties made herein and in the Financing Documents and in any document, certificate or statement delivered pursuant hereto or thereto or in connection herewith or therewith (including any Advance Request) shall survive the execution and delivery of this Agreement and the making of the Advances under the Note PurchaseAgreementandLGA,andshallcontinueinfullforceandeffectsolongasthisAgreementhasnot been terminated in accordance with the terms hereof.
Section14. BenefitsofAgreement.
(a)NothinginthisAgreementoranyotherFinancingDocument,expressorimplied,shallgive toanyPerson,otherthanthepartiesheretoandtheretoandtheirsuccessorsandpermittedassignshereunder or thereunder, any benefit or any legal or equitable right or remedy under this Agreement.
(b)The Borrower, the Sponsors and DOE acknowledge that FFB is an intended third-party beneficiaryofthisAgreementwithrespecttoallsuchrights,obligations,benefitsandprivilegesgrantedin favor of DOE, the Collateral Agent or FFB, and FFB is entitled to exercise or enforce such rights, obligations,benefitsandprivilegesonthesametermsasDOEortheCollateralAgent;provided,thatinthe event of any conflict between any provision of this Agreement and the Note(s) or the Note Purchase Agreement, as between FFB and the Borrower, the terms of the Note and the Note Purchase Agreement shall govern.
Section15. SuccessorsandAssigns.
(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns.
(b)None of the Borrower and each Sponsor may assign or otherwise transfer (whether by operationoflaworotherwise)anyofitsrightsorobligationsunderthisAgreementwithoutthepriorwritten consent of DOE.
(c)Any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations underthis Agreementtoanyother Personpermittedinaccordance withthe relevant Financing Document, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein.
Section16.Rights and Immunities of DOE. DOE will be entitled to all of the rights, protections,immunitiesandindemnitiesset forthintheLGAwithrespecttoDOEactingasrepresentative of the Secured Parties, in each case as if specifically set forth herein.In no event will DOE or any other Secured Party be liable for any act or omission on the part of the Borrower or any Sponsor hereunder.
Section17.ConcerningtheCollateralAgent.TheCollateralAgentshallbeentitledtoallof the rights, privileges, protections, indemnities and immunities accorded to the Collateral Agent under the AccountsAgreement,asifthesamewerefullyandspecificallysetforthherein,mutatismutandis.Without limiting the generality of the foregoing, and notwithstanding anything contained herein to the contrary, nothing contained in this Agreement shall require the Collateral Agent to exercise any discretionary acts, and anyprovisions ofthisAgreement thatauthorizeor permittheCollateral Agent to approve,consent to, disapprove,request,determine,waive,actordeclinetoact,initsdiscretion,shallbesubjecttotheCollateral Agent receiving written direction from DOE to take such action or to exercise such rights pursuant to the Accounts Agreement. This provision is intended solely for the benefit of the Collateral Agent and its successors and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim,orconferanyrightsor benefitsonanypartyhereto.Byitssignaturehereto,DOEdirectsthe CollateralAgenttoexecutethisAgreement.ActingontheinstructionsofDOE,theCollateralAgenthereby consents and agrees to this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
MONTANARENEWABLES,LLC,
alimitedliabilitycompanyorganizedandexisting under the laws of the State of Delaware,
as Borrower
By: /s/ Bruce Fleming
Name: Bruce Fleming
Title: CEO
CALUMET,INC.,
acorporationorganizedandexistingunderthe laws of the State of Delaware,
as Sponsor
By: /s/ Bruce Fleming
Name: Bruce Fleming
Title: Executive Vice President, Montana
Renewables & Corporate Development
WPGG14UNITEDAGGREGATOR,L.P.,
alimitedpartnershiporganizedandexistingunder the laws of the State of Delaware,
as Sponsor
By:WPGGTUnitedGP,LLC,itsgeneralpartner
By: /s/ Jeffrey Luse
Name: Jeffrey Luse
Title: Vice President
MONTANARENEWABLESHOLDINGSLLC
alimitedliabilitycompanyorganizedandexisting under the laws of the State of Delaware,
as Sponsor
By: /s/ Bruce Fleming
Name: Bruce Fleming
Title: CEO
UNITEDSTATESDEPARTMENTOF ENERGY,
anagencyoftheUnitedStatesofAmerica, as DOE
By: /s/ Rupinder Kaur
Name: Rupinder Kaur
Title: Director, Portfolio Management Division
Office of Energy Dominance Financing (EDF)
CITIBANK, N.A., acting through its Agencyand Trust business, not in its individual capacity but solely as Collateral Agent
By: /s/ Marion Zinowski
Name: Marion Zinowski
Title: Senior Trust Officer