10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED September 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM              TO

Commission File Number: 001-42172

Calumet, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	36-5098520
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)
1060 N Capitol Ave, Suite 6-401
Indianapolis, IN	46204
(Address of Principal Executive Offices)	(Zip Code)

(317) 328-5660

(Registrant’s Telephone Number, Including Area Code)

None

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

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 Stock, par value $0.01 per share	CLMT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ☒   No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ☐    No  ☒

On November 12, 2024, the registrant had 85,904,105 shares of common stock outstanding.

CALUMET, INC.

QUARTERLY REPORT

For the Three and Nine Months Ended September 30, 2024

Table of Contents

	Page
Part I
Item 1. Financial Statements	4
Calumet, Inc.	4
Unaudited Condensed Consolidated Balance Sheets	4
Unaudited Condensed Consolidated Statements of Operations	5
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)	6
Unaudited Condensed Consolidated Statements of Stockholders' Equity	7
Unaudited Condensed Consolidated Statements of Cash Flows	9
Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 3. Quantitative and Qualitative Disclosures About Market Risk	64
Item 4. Controls and Procedures	66
Part II
Item 1. Legal Proceedings	67
Item 1A. Risk Factors	67
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	67
Item 3. Defaults Upon Senior Securities	67
Item 4. Mine Safety Disclosures	67
Item 5. Other Information	67
Item 6. Exhibits	68

2

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes certain “forward-looking statements.” These statements can be identified by the use of forward-looking terminology including “will,” “may,” “intend,” “believe,” “expect,” “outlook,” “anticipate,” “estimate,” “continue,” “plan,” “should,” “could,” “would,” or other similar words. The statements regarding (i) demand for finished products in markets we serve; (ii) estimated capital expenditures as a result of required audits or required operational changes or other environmental and regulatory liabilities; (iii) our anticipated levels of, use and effectiveness of derivatives to mitigate our exposure to crude oil price changes, natural gas price changes and fuel products price changes; (iv) estimated costs of complying with the U.S. Environmental Protection Agency’s (“EPA”) Renewable Fuel Standard (“RFS”), including the prices paid for Renewable Identification Numbers (“RINs”) and the amount of RINs we may be required to purchase in any given compliance year, and the outcome of any litigation concerning our existing small refinery exemption (“SRE”) petitions; (v) our ability to meet our financial commitments, debt service obligations, debt instrument covenants, contingencies and anticipated capital expenditures; (vi) our access to capital to fund capital expenditures and our working capital needs and our ability to obtain debt or equity financing on satisfactory terms; (vii) our access to inventory financing under our supply and offtake agreements; (viii) the effect, impact, potential duration or other implications of supply chain disruptions and global energy shortages on our business and operations; (ix) general economic and political conditions, including inflationary pressures, instability in financial institutions, the prospect of a shutdown of the U.S. federal government, general economic slowdown or a recession, political tensions, conflicts and war (such as the ongoing conflicts in Ukraine and the Middle East and their regional and global ramifications); (x) the future effectiveness of our enterprise resource planning system to further enhance operating efficiencies and provide more effective management of our business operations; (xi) our expectation regarding our business outlook with respect to the Montana Renewables business; (xii) the expected benefits of the Conversion (as defined herein) to us and our stockholders; and (xiii) our expectations regarding the loan facility that Montana Renewables, LLC expects to receive from the U.S. Department of Energy Loan Programs Office, including the timing, size and intended use of borrowings under such facility, as well as other matters discussed in this Quarterly Report that are not purely historical data, are forward-looking statements. These forward-looking statements are based on our expectations and beliefs as of the date hereof concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our current expectations for future sales and operating results are based on our forecasts for our existing operations and do not include the potential impact of any future acquisition or disposition transactions. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Factors that could cause our actual results to differ from those in the forward-looking statements include those described in Part I, Item 1A “Risk Factors — Risks Related to our Business” and “—Risks Related to Montana Renewables” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“2023 Annual Report”) and Part II, Item 1A “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. Certain public statements made by us and our representatives on the date hereof may also contain forward-looking statements, which are qualified in their entirety by the cautionary statements contained in this paragraph. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

References in this Quarterly Report to “Calumet,” the “Company,” “we,” “our,” “us” or like terms refer to (i) Calumet Specialty Products Partners, L.P. and its subsidiaries before the completion of the Conversion and (ii) Calumet, Inc. and its subsidiaries as of the completion of the Conversion and thereafter. References in this Quarterly Report to “our general partner” refer to Calumet GP, LLC, the general partner of Calumet Specialty Products Partners, L.P.

3

PART I

Item 1. Financial Statements

CALUMET, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2024		December 31, 2023
			(As Recast)
	(In millions, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	34.6	$	7.9
Accounts receivable, net:
Trade, less allowance for credit losses of $1.3 million and $1.2 million, respectively		279.6		252.4
Other		26.0		33.8
		305.6		286.2
Inventories		409.5		439.4
Derivative assets		—		9.6
Prepaid expenses and other current assets		40.1		51.6
Total current assets		789.8		794.7
Property, plant and equipment, net		1,453.3		1,506.3
Other noncurrent assets, net		397.0		450.3
Total assets	$	2,640.1	$	2,751.3
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	321.6	$	322.0
Accrued interest payable		42.7		48.7
Accrued salaries, wages and benefits		83.9		87.1
Obligations under inventory financing agreements		44.8		190.4
Current portion of RINs obligation		275.7		277.3
Other current liabilities		85.4		131.5
Current portion of long-term debt		400.3		55.7
Total current liabilities		1,254.4		1,112.7
Other long-term liabilities		153.3		53.6
Long-term debt, less current portion		1,659.0		1,829.7
Total liabilities	$	3,066.7	$	2,996.0
Commitments and contingencies
Redeemable noncontrolling interest	$	245.6	$	245.6
Stockholders' equity:
Common stock: par value $0.01 per share, 700,000,000 shares authorized, and 85,904,105 and 79,967,363 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.	$	0.9	$	0.8
Additional paid-in capital		1,489.9		1,498.6
Warrants: 2,000,000 warrants issued and outstanding as of September 30, 2024.		7.8		—
Accumulated deficit		(2,163.8)		(1,982.5)
Accumulated other comprehensive loss		(7.0)		(7.2)
Total stockholders' equity		(672.2)		(490.3)
Total liabilities and stockholders' equity	$	2,640.1	$	2,751.3

See accompanying notes to unaudited condensed consolidated financial statements.

4

CALUMET, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In millions, except share and per share data)
			(As Restated and Recast)				(As Restated and Recast)
Sales	$	1,100.4	$	1,149.4	$	3,239.9	$	3,204.5
Cost of sales		1,095.5		887.9		3,092.7		2,774.9
Gross profit		4.9		261.5		147.2		429.6
Operating costs and expenses:
Selling		14.9		12.4		43.7		41.4
General and administrative		40.2		40.2		101.0		103.0
Other operating (income) expense		6.9		(4.1)		17.1		4.1
Operating income (loss)		(57.1)		213.0		(14.6)		281.1
Other income (expense):
Interest expense		(57.7)		(58.7)		(175.3)		(163.7)
Debt extinguishment costs		—		(0.3)		(0.3)		(5.5)
Gain (loss) on derivative instruments		15.2		(54.3)		9.6		(14.5)
Other income (expense)		(0.3)		0.6		0.7		0.1
Total other expense		(42.8)		(112.7)		(165.3)		(183.6)
Net income (loss) before income taxes		(99.9)		100.3		(179.9)		97.5
Income tax expense		0.7		0.5		1.4		1.4
Net income (loss)	$	(100.6)	$	99.8	$	(181.3)	$	96.1
Earnings per share:
Basic	$	(1.18)	$	1.24	$	(2.21)	$	1.20
Diluted	$	(1.18)	$	1.24	$	(2.21)	$	1.20
Average number of common shares outstanding:
Basic		85,530,080		80,172,810		82,158,405		80,046,930
Diluted		85,530,080		80,387,278		82,158,405		80,148,519

See accompanying notes to unaudited condensed consolidated financial statements.

5

CALUMET, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In millions)
				(As Restated)				(As Restated)
Net income (loss)	$	(100.6)	$	99.8	$	(181.3)	$	96.1
Other comprehensive income:
Defined benefit pension and retiree health benefit plans		0.1		0.1		0.2		0.2
Total other comprehensive income		0.1		0.1		0.2		0.2
Comprehensive income (loss) attributable to stockholders' equity	$	(100.5)	$	99.9	$	(181.1)	$	96.3

See accompanying notes to unaudited condensed consolidated financial statements.

6

CALUMET, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

											Accumulated
			Common Stock								Other
	Common		Shares Issued		Additional				Accumulated		Comprehensive
	Shares		Par Value		Paid-in Capital		Warrants		Deficit		Loss		Total
			(In millions)
Balance at June 30, 2024 (As Recast)		80,388,555	$	0.8	$	1,503.1	$	—	$	(2,063.2)	$	(7.1)	$	(566.4)
Other comprehensive income		—		—		—		—		—		0.1		0.1
Net loss		—		—		—		—		(100.6)		—		(100.6)
Issuance of common shares		5,500,000		0.1		(5.5)		—		—		—		(5.4)
Issuance of warrants		—		—		(7.8)		7.8		—		—		—
Settlement of tax withholdings on equity-based incentive compensation		—		—		(0.2)		—		—		—		(0.2)
Settlement of restricted stock units		15,550		—		0.3		—		—		—		0.3
Balance at September 30, 2024		85,904,105	$	0.9	$	1,489.9	$	7.8	$	(2,163.8)	$	(7.0)	$	(672.2)

											Accumulated
			Common Stock								Other
	Common		Shares Issued		Additional				Accumulated		Comprehensive
	Shares		Par Value		Paid-in Capital		Warrants		Deficit		Loss		Total
			(In millions)
Balance at December 31, 2023 (As Recast)		79,967,363	$	0.8	$	1,498.6	$	—	$	(1,982.5)	$	(7.2)	$	(490.3)
Other comprehensive income		—		—		—		—		—		0.2		0.2
Net loss		—		—		—		—		(181.3)		—		(181.3)
Issuance of common shares		5,500,000		0.1		(5.5)		—		—		—		(5.4)
Issuance of warrants		—		—		(7.8)		7.8		—		—		—
Settlement of tax withholdings on equity-based incentive compensation		—		—		(5.4)		—		—		—		(5.4)
Settlement of restricted stock units		436,742		—		10.0		—		—		—		10.0
Balance at September 30, 2024		85,904,105	$	0.9	$	1,489.9	$	7.8	$	(2,163.8)	$	(7.0)	$	(672.2)

											Accumulated
			Common Stock								Other
	Common		Shares Issued		Additional				Accumulated		Comprehensive
	Shares		Par Value		Paid-in Capital		Warrants		Deficit		Loss		Total
			(In millions)
Balance at June 30, 2023 (As Recast)		79,958,262	$	0.8	$	1,498.3	$	—	$	(2,034.3)	$	(8.2)	$	(543.4)
Other comprehensive income		—		—		—		—		—		0.1		0.1
Net income		—		—		—		—		99.8		—		99.8
Settlement of restricted stock units		5,740		—		—		—		—		—		—
Amortization of restricted stock units		—		—		0.3		—		—		—		0.3
Balance at September 30, 2023 (As Recast)		79,964,002	$	0.8	$	1,498.6	$	—	$	(1,934.5)	$	(8.1)	$	(443.2)

7

											Accumulated
			Common Stock								Other
	Common		Shares Issued		Additional				Accumulated		Comprehensive
	Shares		Par Value		Paid-in Capital		Warrants		Deficit		Loss		Total
			(In millions)
Balance at December 31, 2022 (As Recast)		79,189,583	$	0.8	$	1,504.8	$	—	$	(2,030.6)	$	(8.3)	$	(533.3)
Other comprehensive income		—		—		—		—		—		0.2		0.2
Net income		—		—		—		—		96.1		—		96.1
Settlement of tax withholdings on equity-based incentive compensation		—		—		(9.6)		—		—		—		(9.6)
Settlement of restricted stock units		774,419		—		2.7		—		—		—		2.7
Amortization of restricted stock units		—		—		0.7		—		—		—		0.7
Balance at September 30, 2023 (As Recast)		79,964,002	$	0.8	$	1,498.6	$	—	$	(1,934.5)	$	(8.1)	$	(443.2)

See accompanying notes to unaudited condensed consolidated financial statements.

8

CALUMET, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30,
	2024		2023
	(In millions)
Operating activities			(As Restated)
Net income (loss)	$	(181.3)	$	96.1
Non-cash RINs gain		(1.6)		(134.0)
Unrealized (gain) loss on derivative instruments		0.8		(18.8)
Other non-cash activities		148.7		145.9
Changes in assets and liabilities		(9.6)		(96.6)
Net cash used in operating activities		(43.0)		(7.4)
Investing activities
Additions to property, plant and equipment		(51.7)		(240.3)
Net cash used in investing activities		(51.7)		(240.3)
Financing activities
Proceeds from borrowings — revolving credit facility		1,605.6		1,585.6
Repayments of borrowings — revolving credit facility		(1,516.4)		(1,618.5)
Proceeds from borrowings — MRL revolving credit agreement		32.0		79.0
Repayments of borrowings — MRL revolving credit agreement		(45.0)		(79.0)
Proceeds from borrowings — senior notes		200.0		325.0
Repayments of borrowings — senior notes		(229.0)		(121.0)
Proceeds from inventory financing		550.0		1,229.3
Payments on inventory financing		(580.0)		(1,235.2)
Proceeds from other financing obligations		144.7		101.5
Payments on other financing obligations		(39.6)		(33.8)
Net cash provided by financing activities		122.3		232.9
Net increase (decrease) in cash, cash equivalents and restricted cash		27.6		(14.8)
Cash, cash equivalents and restricted cash at beginning of period		14.7		35.2
Cash, cash equivalents and restricted cash at end of period	$	42.3	$	20.4
Cash and cash equivalents	$	34.6	$	13.7
Restricted cash	$	7.7	$	6.7
Supplemental disclosure of non-cash investing activities
Non-cash property, plant and equipment additions	$	29.2	$	31.7

See accompanying notes to unaudited condensed consolidated financial statements.

9

CALUMET, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Description of the Business

On July 10, 2024, Calumet, Inc., a Delaware corporation (the “Company” or “Calumet”), completed the transactions contemplated by a Conversion Agreement, dated February 9, 2024 (as amended, the “Conversion Agreement”), among the Company, Calumet Specialty Products Partners, L.P. (the “Partnership”), Calumet GP, LLC, the general partner of the Partnership (the “General Partner”), Calumet Merger Sub I LLC (“Merger Sub I”), Calumet Merger Sub II LLC (“Merger Sub II”) and the other parties thereto, including The Heritage Group (collectively, the “Sponsor Parties”), as amended by the First Amendment to the Conversion Agreement, dated April 17, 2024 (such transactions, the “Conversion” or the “C-Corp Conversion”).

Pursuant to the Conversion Agreement, among other things:

● Merger Sub II merged with and into the Partnership, with the Partnership continuing as the surviving entity and a wholly owned subsidiary of the Company, and all of the common units representing limited partner interests in the Partnership (“Common Units”) were exchanged into the right to receive an equal number of shares of Common Stock (the “Partnership Merger”); and

● Merger Sub I merged with and into the General Partner, with the General Partner continuing as the surviving entity and a wholly owned subsidiary of the Company, and all outstanding equity interests of the General Partner were exchanged into the right to receive an aggregate of 5.5 million shares of Common Stock and 2.0 million warrants to purchase common stock at an exercise price of $20.00 per share (subject to adjustment) (the “GP Merger”).

On July 10, 2024, the Company issued (i) approximately 80.4 million shares of Common Stock to holders of the Common Units and (ii) 5.5 million shares of Common Stock and 2.0 million warrants to purchase common stock at an exercise price of $20.00 per share (subject to adjustment) to the Sponsor Parties, in each case, pursuant to the Conversion Agreement. As of September 30, 2024, the Company was a publicly traded Delaware corporation. The Company’s common shares are listed on the Nasdaq Global Select Market under the ticker symbol “CLMT.” Refer to Note 2 — “Summary of Significant Accounting Policies” for additional information.

The Company manufactures, formulates, and markets a diversified slate of specialty branded products and renewable fuels to customers in various consumer-facing and industrial markets. Calumet is headquartered in Indianapolis, Indiana and operates twelve facilities throughout North America.

The unaudited condensed consolidated financial statements of the Company as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023, included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These unaudited condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the results of operations for the interim periods presented. All adjustments are of a normal nature, unless otherwise disclosed. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“2023 Annual Report”).

10

2. Summary of Significant Accounting Policies

Reclassifications

Certain amounts in the prior years’ unaudited condensed consolidated financial statements have been reclassified to conform to the current year presentation.

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash include all highly liquid investments with a maturity of three months or less at the time of purchase.

Restricted cash represents cash that is legally restricted under the Montana Renewables, LLC (“MRL”) Term Loan Credit Agreement, and it is included in prepaid expenses and other current assets in the unaudited condensed consolidated balance sheets because it is only available to make principal and interest payments under the terms of the agreement.

Renewable Identification Numbers (“RINs”) Obligation

The Company’s RINs volume obligation (“RVO” or “RINs Obligation”) is an estimated provision if future purchase of RINs were to be required in order to satisfy the U.S. Environmental Protection Agency’s (“EPA”) requirement to blend renewable fuels into certain transportation fuel products pursuant to the Renewable Fuel Standard (“RFS”) of the Clean Air Act (“CAA”). The Company has historically not been obligated to make these purchases. A RIN is a 38-character number assigned to each physical gallon of renewable fuel produced in or imported into the United States. The EPA sets annual volume obligations for the percentage of renewable fuels that must be blended into transportation fuels consumed in the U.S. Compliance is demonstrated by tendering RINs to the EPA documenting that blending has been accomplished or by obtaining a Small Refinery Exemption (“SRE”) as provided in the Clean Air Act. Prior to 2018, the Company historically received the Small Refinery Exemption after qualifying on the merits. The Company’s petitions for the Small Refinery Exemption for compliance years 2018-2022 were included in blanket denials by EPA across the entire industry. EPA’s denials of Calumet’s 2018-2020 petitions have been overturned in litigation, as described below, and are back pending with EPA. The Company’s cases challenging EPA’s denials for program years 2021 and 2022 remain pending in the Fifth Circuit and D.C. Circuit. The 2023--25 petitions have not yet been decided by EPA.

The RVO is a quantity and cannot be settled financially with EPA. The Company accounts for its current period RVO by multiplying the quantity of RINs shortage (based on actual results) by the period end RINs spot price, which is recorded as a current liability in the unaudited condensed consolidated balance sheets and revalued at the end of each subsequent accounting period, which produces non-cash mark-to-market adjustments that are reflected in cost of sales in the unaudited condensed consolidated statements of operations (with the exception of RINs for compliance year 2019 related to the San Antonio refinery, which amount is reflected in other operating expense in the unaudited condensed consolidated statements of operations). RINs generated by blending may be sold or held to offset future RVO. Any gains or losses from RINs sales are recorded in cost of sales in the unaudited condensed consolidated statements of operations.

2018 RVO. In April 2022, EPA issued new decisions denying 36 petitions from small refineries seeking SREs for program year 2018 that had been remanded by the U.S. Court of Appeals for the D.C. Circuit to EPA. EPA had previously granted 31 of these 36 petitions in August 2019, including petitions from the Company. Concurrent with the April 2022 denial action, EPA provided an alternate compliance approach to allow these 31 small refineries to meet their 2018 compliance obligations without purchasing or retiring additional RINs. In April 2022, the Company filed a petition for review of EPA’s denial of the 2018 SRE petition for the Shreveport refinery in the U.S. Court of Appeals for the Fifth Circuit. In June 2022, the Company filed a petition for review of EPA’s denial of the 2018 SRE petition for the Montana refinery in the U.S. Court of Appeals for the Ninth Circuit and filed a protective petition for review in the U.S. Court of Appeals for the D.C. Circuit challenging EPA’s denials of both the Shreveport and Montana refineries’ petitions. Upon a motion made by EPA, the Ninth Circuit dismissed the Company’s petition for review of the denial of the Montana refinery’s 2018 SRE petition for improper venue in favor of the D.C. Circuit case. EPA filed a similar motion to dismiss or transfer in the Fifth Circuit; however, the Fifth Circuit ultimately ordered the merits panel to consider both the merits

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of the case and the venue question raised by EPA. These 2018 RVO cases were consolidated with the 2019-2020 RVO cases described below.

2019-2020 RVO. In June 2022, EPA issued final decisions denying 69 pending petitions from small refineries seeking SREs for compliance years 2016 to 2021, including petitions submitted by the Company for program years 2019 and 2020, based on an across-the-board determination that no small refinery suffers disproportionate economic hardship from the RFS program, a contention which was subsequently rejected by the Government Accountability Office. In August 2022, the Company filed a petition for review of EPA’s denial of the 2019 and 2020 SRE petitions for the Shreveport refinery in the U.S. Court of Appeals for the Fifth Circuit, and a petition for review of EPA’s denial of the 2019 and 2020 SRE petitions for the Montana refinery in the U.S. Court of Appeals for the Ninth Circuit. The Company also filed a protective petition for review in the U.S. Court of Appeals for the D.C. Circuit challenging both of EPA’s denials. These cases have been consolidated with the applicable program year 2018 cases. Upon a motion made by EPA, the Ninth Circuit transferred the Company’s Montana case to the D.C. Circuit. The Fifth Circuit denied EPA’s request to dismiss or transfer the Shreveport case, ruling that the merits panel would also consider EPA’s argument that the Shreveport refinery case should be transferred to the D.C. Circuit. The Company filed motions asking the courts to stay the Company’s 2019 and 2020 RFS obligations while the merits cases are pending. In January 2023, the Fifth Circuit granted the Company’s motion for stay relating to the Shreveport refinery, and in March 2023, the D.C. Circuit granted the Company’s motion for stay relating to the Montana refinery. The stays granted by each of the respective circuits held that the Company is likely to be successful on the merits of its appeals.

In November 2023, the Fifth Circuit issued its decision and found that venue is proper in the Fifth Circuit and that EPA’s denial of the Shreveport refinery’s petitions for program years 2018-2020 was improper. The Fifth Circuit vacated EPA’s denials and remanded the petitions to EPA. The judicial stay of the Shreveport refinery’s 2019 and 2020 RFS obligations dissolved when the mandate issued in January 2024, and the refinery’s SRE petitions remain pending on remand. In July 2024, the D.C. Circuit issued its decision, finding that EPA’s denial of the Montana Refinery’s petitions for program years 2018-2020 was improper and vacating and remanding EPA’s 2018-2020 denials. The judicial stay of the Montana refinery’s 2019 and 2020 RFS obligations dissolved when the mandate issued in September 2024, and the refinery’s SRE petitions remain pending on remand.

In May 2024, EPA filed a petition for writ of certiorari with the U.S. Supreme Court with respect to only the venue portion of the Fifth Circuit’s decision. The Supreme Court granted EPA’s petition in October 2024. EPA’s opening brief is due in December 2024, and the deadline for refinery petitioners, including the Shreveport refinery, to file a response brief is in January 2025.

2021-2022 RVO. In October 2022, Calumet applied for SREs for the 2021 and 2022 compliance years. In July 2023, EPA issued final decisions denying 26 pending petitions from small refineries seeking SREs for compliance years 2016 to 2023, including the 2021 and 2022 petitions for the Montana and Shreveport refineries, based on the same approach and analysis described by EPA in its June 2022 denials. The Company then filed petitions for review of the denials with the Fifth Circuit and D.C. Circuit and filed motions asking the courts to stay the Company’s 2021 and 2022 RFS obligations. In September 2023, the Fifth Circuit granted the Company’s motion for stay of the Shreveport refinery’s 2021 and 2022 RFS obligations while the case is pending; and in October 2023, the D.C. Circuit granted the Company’s motion for stay of the Montana refinery’s 2021 and 2022 RFS obligations. The Company’s cases challenging the denial of the Shreveport and Great Falls refinery petitions for program years 2021 and 2022 remain pending in the Fifth Circuit and D.C. Circuit.

2023 RVO. In December 2023, Calumet applied for SREs for the 2023 compliance year. In July 2024, the Company filed for injunctive relief in both the District Court of Montana and the Western District Court of Louisiana to force EPA to make a decision on those 2023 SRE petitions. The district court actions are ongoing.

2024-2025 RVO. In June 2024, Calumet applied for SREs for the 2024 and 2025 compliance years. EPA has yet to issue decisions on those SRE petitions.

Expenses related to RFS compliance have the potential to remain a significant expense for the Specialty Products and Solutions and Montana/Renewables segments. If legal or regulatory changes occur that have the effect of increasing the RINs Obligation, increasing the market price of RINs, or eliminating or narrowing the availability of SREs, the Company

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could be required to purchase additional RINs in the open market, which may materially increase the costs related to RFS compliance and could have a material adverse effect on the results of operations and liquidity.

As of September 30, 2024 and December 31, 2023, the Company had a RINs Obligation recorded on the unaudited condensed consolidated balance sheets of $275.7 million and $277.3 million, respectively.

C-Corp Conversion

As described in Note 1 — “Description of the Business,” on the closing date of the C-Corp Conversion, the Company issued (i) approximately 80.4 million shares of Common Stock to holders of the Common Units and (ii) 5.5 million shares of Common Stock and 2.0 million warrants to purchase common stock at an exercise price of $20.00 per share (subject to adjustment) to the Sponsor Parties, in each case, pursuant to the Conversion Agreement. The Company accounted for the C-Corp Conversion as a common control transaction and there were no changes in basis to the net assets recognized at the closing of the transaction. The Company has retrospectively adjusted the unaudited condensed consolidated balance sheets for the period ended December 31, 2023, and the unaudited condensed consolidated statements of operations, statements of comprehensive income (loss), statements of stockholders’ equity for the three and nine months ended September 30, 2023, and the unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2023. The 2.0 million warrants to purchase common stock at an exercise price of $20.00 per share (subject to adjustment) are included in Stockholders’ Equity on the unaudited condensed consolidated balance sheets with a balance of $7.8 million for the period ended September 30, 2024. Refer to Note 10 — “Fair Value Measurements” for additional information related to the assumptions and inputs used to determine the fair value of the warrants. Additionally, the Company has recast earnings per share amounts to include the earnings (or losses) of the transferred net assets for the three and nine months ended September 30, 2023. Refer to Note 11 — “Earnings Per Share” for additional information.

Refer to Note 13 — “Income Taxes” for additional information regarding income tax considerations resulting from the C-Corp Conversion.

Recently Issued Accounting Standards – Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Improvements to Reportable Segment Disclosures.” This ASU requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact ASU 2023-07 will have on our disclosures.

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” This ASU amends existing income tax disclosure guidance, primarily requiring more detailed disclosures for income taxes paid and the effective tax rate reconciliation. This ASU is effective for fiscal years beginning after December 15, 2024, may be applied prospectively or retrospectively, and allows for early adoption. The Company is currently evaluating the impact this update will have on its income tax disclosures in the unaudited condensed consolidated financial statements.

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3. Revenue Recognition

The following is a description of principal activities from which the Company generates revenue. Revenues are recognized when control of the promised goods are transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods promised within each contract and determines the performance obligations and assesses whether each promised good is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Products

The Company manufactures, formulates, and markets a diversified slate of specialty branded products to customers in various consumer-facing and industrial markets. In addition, the Company produces fuel and fuel related products, including gasoline, diesel, jet fuel, asphalt and other fuels products. At our Montana Renewables facility, we process a variety of geographically advantaged renewable feedstocks into renewable fuels, including: renewable diesel, sustainable aviation fuel (“SAF”), renewable hydrogen, renewable natural gas, renewable propane and renewable naphtha. These renewable fuels are distributed into renewable markets in the western half of North America. The Company also blends, packages and markets high-performance branded specialty products through its Royal Purple, Bel-Ray and TruFuel brands.

The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. For each contract, the Company considers the promise to transfer products, each of which are distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to variable consideration such as product returns, rebates or other discounts to determine the net consideration to which the Company expects to be entitled. The Company transfers control and recognizes revenue upon shipment to the customer or, in certain cases, upon receipt by the customer in accordance with contractual terms.

Revenue is recognized when obligations under the terms of a contract with a customer are satisfied and control of the promised goods are transferred to the customer. The contract with the customer states the final terms of the sale, including the description, quantity and price of each product or service purchased. For fuel products, payment is typically due in full between 2 to 30 days of delivery or the start of the contract term, such that payment is typically collected 2 to 30 days subsequent to the satisfaction of performance obligations. For renewable fuel products, payment is typically due in full between 7 to 14 days of delivery or the start of the contract term, such that payment is typically collected 7 to 14 days subsequent to the satisfaction of performance obligations. For specialty products, payment is typically due in full between 30 to 90 days of delivery or the start of the contract term, such that payment is typically collected 30 to 90 days subsequent to the satisfaction of performance obligations. In the normal course of business, the Company does not accept product returns unless the item is defective as manufactured. The expected costs associated with a product assurance warranty continue to be recognized as expense when products are sold. The Company does not offer promised services that could be considered warranties that are sold separately or provide a service in addition to assurance that the related product complies with agreed upon specifications. The Company establishes provisions based on the methods described in ASC 606 for estimated returns as variable consideration when determining the transaction price.

Excise and Sales Taxes

The Company assesses, collects and remits excise taxes associated with the sale of certain of its fuel products. Furthermore, the Company collects and remits sales taxes associated with certain sales of its products to non-exempt customers. The Company excludes excise taxes and sales taxes that are collected from customers from the transaction price in its contracts with customers. Accordingly, revenue from contracts with customers is net of sales-based taxes that are collected from customers and remitted to taxing authorities.

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Shipping and Handling Costs

Shipping and handling costs are deemed to be fulfillment activities rather than a separate distinct performance obligation.

Cost of Obtaining Contracts

The Company may incur incremental costs to obtain a sales contract, which under ASC 606 should be capitalized and amortized over the life of the contract. The Company has elected to apply the practical expedient in ASC 340-40-50-5 allowing the Company to expense these costs since the contracts are short-term in nature with a contract term of one year or less.

Contract Balances

Under product sales contracts, the Company invoices customers for performance obligations that have been satisfied, at which point payment is unconditional. Accordingly, a product sales contract does not give rise to contract assets or liabilities under ASC 606. The Company’s receivables, net of allowance for expected credit losses from contracts with customers as of September 30, 2024 and December 31, 2023 were $279.6 million and $252.4 million, respectively.

Transaction Price Allocated to Remaining Performance Obligations

The Company’s product sales are short-term in nature with a contract term of one year or less. The Company has utilized the practical expedient in ASC 606-10-50-14 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. Additionally, each unit of product generally represents a separate performance obligation; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required.

4. Inventories

The cost of inventory is recorded using the last-in, first-out (“LIFO”) method. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs and are subject to the final year-end LIFO inventory valuation. In certain circumstances, the Company may decide not to replenish inventory for certain products or product lines during an interim period, in which case, the Company may record interim LIFO adjustments during that period. During the three and nine months ended September 30, 2024, the Company recorded no activity (exclusive of lower of cost or market (“LCM”) adjustments) in cost of sales in the unaudited condensed consolidated statements of operations due to the permanent liquidation of inventory layers. During the three and nine months ended September 30, 2023, the Company recorded increases (exclusive of LCM adjustments) in cost of sales in the unaudited condensed consolidated statements of operations of $7.5 million due to the permanent liquidation of inventory layers.

Costs include crude oil and other feedstocks, labor, processing costs and refining overhead costs. Inventories are valued at the LCM value. The replacement cost of these inventories, based on current market values, would have been $48.3 million and $67.8 million higher than the carrying value of inventory as of September 30, 2024 and December 31, 2023, respectively.

For the three and nine months ended September 30, 2024 and 2023, the Company sold inventory comprised of crude oil, refined products and renewable feedstocks under Supply and Offtake Agreements as described in Note 7 — “Inventory Financing Agreements” related to the Great Falls, Shreveport and Montana Renewables facilities.

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Inventories consist of the following (in millions):

	September 30, 2024						December 31, 2023
			Supply and						Supply and
	Titled		Offtake				Titled		Offtake
	Inventory		Agreements (1)		Total		Inventory		Agreements (1)		Total
Raw materials	$	38.5	$	39.1	$	77.6	$	61.6	$	27.6	$	89.2
Work in process		68.7		38.2		106.9		72.3		36.7		109.0
Finished goods		155.0		70.0		225.0		162.1		79.1		241.2
	$	262.2	$	147.3	$	409.5	$	296.0	$	143.4	$	439.4

(1) Amounts represent LIFO value and do not necessarily represent the value at which the inventory was sold. Please read Note 7 — “Inventory Financing Agreements” for further information.

In addition, the use of the LIFO inventory method may result in increases or decreases to cost of sales in years that inventory volumes decline as the result of charging cost of sales with LIFO inventory costs generated in prior periods. In periods of rapidly declining prices, LIFO inventories may have to be written down to market value due to the higher costs assigned to LIFO layers in prior periods. During the three and nine months ended September 30, 2024, the Company recorded an increase in cost of sales in the unaudited condensed consolidated statements of operations of $9.4 million and $8.9 million, respectively. During the three months ended September 30, 2023, the Company recorded a decrease in cost of sales in the unaudited condensed consolidated statements of operations of $12.0 million. During the nine months ended September 30, 2023, the Company recorded an increase in cost of sales in the unaudited condensed consolidated statements of operations of $1.9 million.

5. Leases

The Company has various operating and finance leases primarily for the use of land, storage tanks, railcars, equipment, precious metals and office facilities that have remaining lease terms of greater than one year to 15 years, some of which include options to extend the lease for up to 31 years, and some of which include options to terminate the lease within one year.

Supplemental balance sheet information related to the Company’s leases for the periods presented were as follows (in millions):

		September 30,		December 31,
Assets:	Classification:	2024		2023
Operating lease assets	Other noncurrent assets, net (1)	$	78.7	$	114.4
Finance lease assets	Property, plant and equipment, net (2)		2.6		2.4
Total leased assets		$	81.3	$	116.8
Liabilities:
Current
Operating	Other current liabilities	$	35.0	$	75.6
Finance	Current portion of long-term debt		1.0		1.1
Non-current
Operating	Other long-term liabilities		44.0		39.0
Finance	Long-term debt, less current portion		1.9		1.9
Total lease liabilities		$	81.9	$	117.6

(1) During the three and nine months ended September 30, 2024, the Company had additions to its operating lease right of use assets and operating lease liabilities of approximately $15.3 million and $22.1 million, respectively.

(2) Finance lease assets are recorded net of accumulated amortization of $5.6 million and $5.0 million as of September 30, 2024 and December 31, 2023, respectively.

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Lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of lease expense related to the Company’s leases for the periods presented were as follows (in millions).

		Three Months Ended September 30,				Nine Months Ended September 30,
Lease Costs:	Classification:	2024		2023		2024		2023
Fixed operating lease cost	Cost of Sales; SG&A Expenses	$	20.9	$	20.1	$	62.8	$	55.7
Short-term operating lease cost (1)	Cost of Sales; SG&A Expenses		2.1		2.4		6.6		7.2
Variable operating lease cost (2)	Cost of Sales; SG&A Expenses		3.0		0.5		4.3		3.3
Finance lease cost:
Amortization of finance lease assets	Cost of Sales		0.4		0.1		0.6		0.6
Interest on lease liabilities	Interest expense		0.1		0.1		0.2		0.2
Total lease cost		$	26.5	$	23.2	$	74.5	$	67.0

(1) The Company’s leases with an initial term of 12 months or less are not recorded on the unaudited condensed consolidated balance sheets.

(2) The Company’s railcar leases typically include a mileage limit the railcar can travel over the life of the lease. For any mileage incurred over this limit, the Company is obligated to pay an agreed upon dollar value for each mile that is traveled over the limit.

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As of September 30, 2024, the Company had estimated minimum commitments for the payment of rentals under leases which, at inception, had a noncancellable term of more than one year, as follows (in millions):

	Operating		Finance
Maturity of Lease Liabilities	Leases (1)		Leases (2)		Total
2024	$	20.8	$	0.3	$	21.1
2025		23.1		1.1		24.2
2026		14.8		1.0		15.8
2027		10.4		0.5		10.9
2028		7.5		0.3		7.8
Thereafter		18.1		0.1		18.2
Total	$	94.7	$	3.3	$	98.0
Less: Interest		15.7		0.4		16.1
Present value of lease liabilities	$	79.0	$	2.9	$	81.9
Less obligations due within one year		35.0		1.0		36.0
Long-term lease obligation	$	44.0	$	1.9	$	45.9

(1) As of September 30, 2024, the Company’s operating lease payments included no material options to extend lease terms that are reasonably certain of being exercised. The Company has no legally binding minimum lease payments for leases signed but not yet commenced as of September 30, 2024.

(2) As of September 30, 2024, the Company’s finance lease payments included no material options to extend lease terms that are reasonably certain of being exercised. The Company has no legally binding minimum lease payments for leases that have been signed but not yet commenced as of September 30, 2024.

Weighted-Average Lease Term and Discount Rate

The weighted-average remaining lease term and weighted-average discount rate for the Company’s operating and finance leases were as follows:

	September 30,		December 31,
Lease Term and Discount Rate:	2024		2023
Weighted-average remaining lease term (years):
Operating leases	4.2		2.6
Finance leases	3.2		3.1
Weighted-average discount rate:
Operating leases	8.6	%	8.6	%
Finance leases	8.0	%	7.3	%

6. Commitments and Contingencies

From time to time, the Company is a party to certain claims and litigation incidental to its business, including claims made by various taxation and regulatory authorities, such as the Internal Revenue Service, the EPA and the U.S. Occupational Safety and Health Administration (“OSHA”), as well as various state environmental regulatory bodies and state and local departments of revenue, as the result of audits or reviews of the Company’s business. In addition, the Company has property, business interruption, general liability and various other insurance policies that may result in certain losses or expenditures being reimbursed to the Company.

Environmental

The Company conducts specialty refining, blending and terminal operations and such activities are subject to stringent federal, regional, state and local laws and regulations governing worker health and safety, the discharge of materials into the environment and environmental protection. These laws and regulations impose obligations that are applicable to the Company’s operations, such as requiring the acquisition of permits to conduct regulated activities, restricting the manner

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in which the Company may release materials into the environment, requiring remedial activities or capital expenditures to mitigate pollution from former or current operations, requiring the application of specific health and safety criteria addressing worker protection and imposing substantial liabilities for pollution resulting from its operations. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil and criminal penalties; the imposition of investigatory, remedial or corrective action obligations or the incurrence of capital expenditures; the occurrence of delays in the permitting, development or expansion of projects and the issuance of injunctive relief limiting or prohibiting Company activities. Moreover, certain of these laws impose joint and several, strict liability for costs required to remediate and restore sites where petroleum hydrocarbons, wastes or other materials have been released or disposed. In addition, new laws and regulations, new interpretations of existing laws and regulations, increased governmental enforcement or other developments, some of which legal requirements are discussed below, could significantly increase the Company’s operational or compliance expenditures.

Remediation of subsurface contamination is in process at certain of the Company’s refinery sites and is being overseen by the appropriate state agencies. Based on current investigative and remedial activities, the Company believes that the soil and groundwater contamination at these refineries can be controlled or remediated without having a material adverse effect on the Company’s financial condition. However, such costs are often unpredictable and, therefore, there can be no assurance that the future costs will not become material.

Occupational Health and Safety

The Company is subject to various laws and regulations relating to occupational health and safety, including the federal Occupational Safety and Health Act, as amended, and comparable state laws. These laws and regulations strictly govern the protection of the health and safety of employees. In addition, OSHA’s hazard communication standard, the EPA’s community right-to-know regulations under Title III of the federal Comprehensive Environmental Response, Compensation and Liability Act, as amended, and similar state statutes require the Company to maintain information about hazardous materials used or produced in the Company’s operations and provide this information to employees, contractors, state and local government authorities and customers. The Company maintains safety and training programs as part of its ongoing efforts to promote compliance with applicable laws and regulations. The Company conducts periodic audits of process safety management systems at each of its locations subject to this standard. The Company’s compliance with applicable health and safety laws and regulations has required, and continues to require, substantial expenditures. Changes in occupational safety and health laws and regulations or a finding of non-compliance with current laws and regulations could result in additional capital expenditures or operating expenses, as well as civil penalties and, in the event of a serious injury or fatality, criminal charges.

Other Matters, Claims and Legal Proceedings

The Company is subject to matters, claims and litigation incidental to its business. The Company has recorded accruals with respect to certain of its matters, claims and litigation where appropriate, that are reflected in the unaudited condensed consolidated financial statements but are not individually considered material. For other matters, claims and litigation, the Company has not recorded accruals because it has not yet determined that a loss is probable or because the amount of loss cannot be reasonably estimated. While the ultimate outcome of matters, claims and litigation currently pending cannot be determined, the Company currently does not expect these outcomes, individually or in the aggregate (including matters for which the Company has recorded accruals), to have a material adverse effect on its financial position, results of operations or cash flows. The outcome of any matter, claim or litigation is inherently uncertain, however, and if decided adversely to the Company, or if the Company determines that settlement of particular litigation is appropriate, the Company may be subject to liability that could have a material adverse effect on its financial position, results of operations or cash flows.

Standby Letters of Credit

The Company has agreements with various financial institutions for standby letters of credit and other reserves. The standby letters of credit have been issued primarily to vendors. As of September 30, 2024 and December 31, 2023, the Company had outstanding standby letters of credit of $27.3 million and $29.9 million, respectively, under its senior secured revolving credit facility (the “revolving credit facility”). Please read Note 8 — “Long-Term Debt” for additional

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information regarding the Company’s revolving credit facility. At September 30, 2024 and December 31, 2023, the maximum amount of letters of credit the Company could issue under its revolving credit facility was subject to borrowing base limitations, with a maximum letter of credit sublimit equal to $255.0 million, which may be increased with the consent of the Agent (as defined in the Credit Agreement) to 90% of revolver commitments then in effect ($500.0 million at September 30, 2024 and December 31, 2023).

Throughput Contract

Prior to 2020, the Company entered into a long-term agreement to transport crude oil at a minimum of 5,000 bpd through a pipeline, which commenced service in the second quarter of 2020. The agreement also contains a capital recovery charge that increases 2% per annum. This agreement is for seven years.

As of September 30, 2024, the estimated minimum unconditional purchase commitments, including the capital recovery charge, under the agreement were as follows (in millions):

Year	Commitment
2024	$	1.0
2025		4.0
2026		4.0
2027		2.4
Thereafter		—
Total (1)	$	11.4

(1) As of September 30, 2024, the estimated minimum payments for the unconditional purchase commitments have been accrued and are included in other current liabilities and other long-term liabilities in the unaudited condensed consolidated balance sheets. This liability was accrued due to the fact that the contract was entered into to supply crude to a divested facility.

7. Inventory Financing Agreements

On January 17, 2024 (the “Effective Date”), the Company and J. Aron & Company LLC (“J. Aron”) entered into a Monetization Master Agreement (the “Master Agreement”), a related Financing Agreement (the “Financing Agreement”) and Supply and Offtake Agreement (together with the Master Agreement and the Financing Agreement, the “Shreveport Supply and Offtake Agreement”). Pursuant to the Shreveport Supply and Offtake Agreement, J. Aron agreed to, among other things, purchase from the Company, or extend to the Company, financial accommodations secured by crude oil and finished products located at the Company’s Shreveport facility on the Effective Date and from time to time, up to maximum volumes specified for crude oil and categories of finished products, subject to the Company’s repurchase obligations with respect thereto. The Shreveport Supply and Offtake Agreement replaced the Company’s previous inventory financing agreement with Macquarie Group Limited (“Macquarie”), which terminated on January 17, 2024.

On September 30, 2024, in connection with the closing of the Montana Asset Financing Arrangement, the Company entered into the Second Amendment to the Monetization Master Agreement with J. Aron and the other parties thereto, in order to amend the Monetization Master Agreement, dated as of January 17, 2024 and permit the Montana Asset Financing Arrangement transaction. Refer to Note 8 — “Long-Term Debt” for additional information.

In March 2017, the Company entered into an agreement with Macquarie to support the operations of the Great Falls refinery (as amended, the “Great Falls Supply and Offtake Agreement”). The Great Falls Supply and Offtake Agreement terminated on December 13, 2023. The inventories that were previously associated with the Great Falls Supply and Offtake Agreement were added back to our revolving credit facility borrowing base.

On October 3, 2023, MRL and Wells Fargo Commodities, LLC (“Wells Fargo”) entered into (a) 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 ISDA 2002 Master Agreement (the “Credit Support Annex”), and (iv) a Renewable Fuel and Feedstock Repurchase Master Confirmation (together with the Master Agreement, the Schedule and the Credit Support

20

Annex, collectively the “MRL Supply and Offtake Agreement” and, together with the Shreveport Supply and Offtake Agreement, the “Supply and Offtake Agreements”). Pursuant to the MRL Supply and Offtake Agreement, Wells Fargo agreed to, among other things, (a) purchase from MRL renewable feedstocks and finished products located at MRL’s Great Falls facility, 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. The MRL Supply and Offtake Agreement replaced MRL’s previous inventory financing agreement with Macquarie, which terminated on October 3, 2023.

While title to certain inventories will reside with the counterparties to the arrangements, the Supply and Offtake Agreements are accounted for by the Company similar to a product financing arrangement; therefore, the inventories sold to the counterparties will continue to be included in the Company’s unaudited condensed consolidated balance sheets until processed and sold to a third party.

For the three months ended September 30, 2024 and 2023, the Company incurred an expense of $4.3 million and $8.5 million, respectively, for financing costs related to the Supply and Offtake Agreements, which are included in interest expense in the Company’s unaudited condensed consolidated statements of operations. For the nine months ended September 30, 2024 and 2023, the Company incurred an expense of $14.7 million and $23.1 million, respectively, for financing costs related to the Supply and Offtake Agreements, which are included in interest expense in the Company’s unaudited condensed consolidated statements of operations.

The Company’s inventory financing arrangement with Macquarie for the Company’s Shreveport facility in effect as of December 31, 2023 included a deferred payment arrangement (the “Deferred Payment Arrangement”) whereby the Company could defer payments on just-in-time crude oil purchases from Macquarie owed under the agreements up to the value of the collateral provided (90% of the collateral was inventory). The deferred amounts under the Deferred Payment Arrangement bore interest at a rate equal to the SOFR plus 3.25% per annum. Amounts outstanding under the Deferred Payment Arrangement were included in obligations under inventory financing agreements in the Company’s unaudited condensed consolidated balance sheets. Changes in the amount outstanding under the Deferred Payment Arrangement for the three and nine months ended September 30, 2023 were included within cash flows from financing activities in the unaudited condensed consolidated statements of cash flows. As of December 31, 2023, the Company had $14.1 million of deferred payments outstanding for the inventory financing arrangement with Macquarie then in effect.

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8. Long-Term Debt

Long-term debt consisted of the following (in millions):

	September 30,		December 31,
	2024		2023
Borrowings under amended and restated senior secured revolving credit agreement with third-party lenders, interest payments quarterly, borrowings due January 2027, weighted average interest rates of 7.7% and 6.8% for the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively.	$	225.9	$	136.7
Borrowings under amended secured MRL revolving credit agreement with third-party lender, interest payments quarterly, borrowings due November 2027, weighted average interest rate of 7.3% and 6.9% for the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively.		—		13.0
Borrowings under the 2024 Secured Notes, interest at a fixed rate of 9.25%, interest payments semiannually, borrowings due July 2024, effective interest rate of 9.5% for the year ended December 31, 2023.		—		179.0
Borrowings under the 2025 Notes, interest at a fixed rate of 11.0%, interest payments semiannually, borrowings due April 2025, effective interest rate of 11.4% for the nine months ended September 30, 2024 and the year ended December 31, 2023.		363.5		413.5
Borrowings under the 2027 Notes, interest at a fixed rate of 8.125%, interest payments semiannually, borrowings due July 2027, effective interest rate of 8.3% for the nine months ended September 30, 2024 and the year ended December 31, 2023.		325.0		325.0
Borrowings under the 2028 Notes, interest at a fixed rate of 9.75%, interest payments semiannually, borrowings due July 2028, effective interest rate of 10.2% for the nine months ended September 30, 2024 and the year ended December 31, 2023.		325.0		325.0
Borrowings under the 2029 Secured Notes, interest at a fixed rate of 9.25%, interest payments semiannually, borrowings due July 2029, effective interest rate of 9.4% for the nine months ended September 30, 2024.		200.0		—
MRL Term Loan Credit Agreement		73.9		74.4
Shreveport terminal asset financing arrangement		44.9		50.8
Montana terminal asset financing arrangement		34.7		—
Montana refinery asset financing arrangement		110.0		—
MRL asset financing arrangements		372.5		384.6
Finance lease obligations, at various interest rates, interest and principal payments monthly through June 2028		2.9		3.0
Less unamortized debt issuance costs (1)		(16.2)		(16.1)
Less unamortized discounts		(2.8)		(3.5)
Total debt	$	2,059.3	$	1,885.4
Less current portion of long-term debt		400.3		55.7
Total long-term debt	$	1,659.0	$	1,829.7

(1) Deferred debt issuance costs are being amortized by the effective interest rate method over the lives of the related debt instruments. These amounts are net of accumulated amortization of $30.3 million and $26.6 million at September 30, 2024 and December 31, 2023, respectively.

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9.25% Senior Secured First Lien Notes due 2029 (the “2029 Secured Notes”)

On March 7, 2024, the Company issued and sold $200.0 million in aggregate principal amount of 2029 Secured Notes in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The 2029 Secured Notes were issued at par for net proceeds of $199.0 million, after deducting transaction expenses. The Company used the net proceeds from the private placement of the 2029 Secured Notes, together with cash on hand, to redeem all of its outstanding 9.25% Senior Secured First Lien Notes due 2024 (the “2024 Secured Notes”) and $50.0 million aggregate principal amount of its outstanding 11.00% Senior Notes due 2025 (the “2025 Notes”). The Company redeemed $50.0 million aggregate principal amount of its outstanding 2025 Notes on April 15, 2024. Interest on the 2029 Secured Notes is paid semiannually on January 15 and July 15 of each year, beginning on July 15, 2024.

9.75% Senior Notes due 2028 (the “2028 Notes”)

On June 27, 2023, the Company issued and sold $325.0 million in aggregate principal amount of 2028 Notes, in a private placement pursuant to Section 4(a)(2) of the Securities Act to eligible purchasers at par. The Company received net proceeds of $319.1 million, after deducting the initial purchasers’ discount and offering expenses, which the Company used a portion of the net proceeds to fund offers (collectively, the “Tender Offers”) to purchase (i) any and all of its outstanding $200.0 million in aggregate principal amount of 2024 Secured Notes and (ii) up to $100.0 million in aggregate principal amount of its outstanding 2025 Notes and pay related premiums and expenses, with the remaining net proceeds to be used for general partnership purposes, including debt repayment. On June 28, 2023, in connection with the early settlement of the Tender Offers, the Company used approximately $125.5 million (excluding accrued and unpaid interest and related expenses) of the proceeds from the offering of the 2028 Notes to fund the repurchase of (i) approximately $21.0 million in aggregate principal amount of 2024 Secured Notes and (ii) $100.0 million in aggregate principal amount of the 2025 Notes and pay related premiums. Interest on the 2028 Notes is paid semiannually in arrears on January 15 and July 15 of each year, beginning on July 15, 2024.

Senior Notes

The 2025 Notes, 8.125% Senior Notes due 2027 (the “2027 Notes”), the 2028 Notes, and the 2029 Secured Notes (collectively, the “Senior Notes”) are subject to certain automatic customary releases, including the sale, disposition, or transfer of capital stock or substantially all of the assets of a subsidiary guarantor, designation of a subsidiary guarantor as unrestricted in accordance with the applicable indenture, exercise of legal defeasance option or covenant defeasance option, liquidation or dissolution of the subsidiary guarantor and a subsidiary guarantor ceases to both guarantee other Company debt and to be an obligor under the revolving credit facility. The Company’s operating subsidiaries may not sell or otherwise dispose of all or substantially all of their properties or assets to, or consolidate with or merge into, another company if such a sale would cause a default under the indentures governing the Senior Notes.

The indentures governing the Senior Notes contain covenants that, among other things, restrict the Company’s ability and the ability of certain of the Company’s subsidiaries to: (i) sell assets; (ii) pay distributions on, redeem or repurchase the Company’s common units or redeem or repurchase its subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue preferred units; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from the Company’s restricted subsidiaries to the Company; (vii) consolidate, merge or transfer all or substantially all of the Company’s assets; (viii) engage in transactions with affiliates and (ix) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. At any time when the Senior Notes are rated investment grade by either Moody’s Investors Service, Inc. (“Moody’s”) or S&P Global Ratings (“S&P”) and no Default or Event of Default, each as defined in the indentures governing the Senior Notes, has occurred and is continuing, many of these covenants will be suspended. As of September 30, 2024, the Company was in compliance with all covenants under the indentures governing the Senior Notes.

Montana Refinery Asset Financing Arrangement

On September 30, 2024, Calumet Montana Refining, LLC (“Calumet Montana”), a subsidiary of the Company, entered into a Master Lease Agreement (together with Equipment Schedule No. 1 thereto) with Stonebriar Commercial Finance LLC (“Stonebriar”) related to a sale and leaseback transaction (the “Montana Refinery Asset Financing

23

Arrangement”). Pursuant to the Montana Refinery Asset Financing Arrangement, Calumet Montana sold to and leased back from Stonebriar certain equipment comprising the specialty asphalt refinery located in Great Falls, Montana (the “Refinery Assets”), for a total purchase price of up to $150.0 million. Calumet Montana received $110.0 million of the total purchase price on September 30, 2024 and the remaining purchase price of up to $40.0 million will be disbursed to the Company at the closing of a financing contemplated by Montana Renewables, LLC (“MRL”), an unrestricted, non-guarantor subsidiary of the Company. The Company has recorded the Montana Refinery Asset Financing Arrangement as a financial liability in the unaudited condensed consolidated balance sheets.

MRL Asset Financing Arrangements

On August 5, 2022, MRL, entered into Equipment Schedule No. 2 (the “Equipment Schedule”) and an Interim Funding Agreement (the “Funding Agreement”) with Stonebriar. The Equipment Schedule and the Funding Agreement each constitute a schedule under the Master Lease Agreement (the “Lease Agreement”) dated as of December 31, 2021 between MRL and Stonebriar. The Equipment Schedule provides that Stonebriar will purchase from and lease back to MRL a hydrocracker, intended to produce renewable diesel and related products, for a purchase price of $250.0 million. The Funding Agreement provides $100.0 million in financing for the design and construction of a feedstock pre-treater facility and $50.0 million for the construction of a hydrogen plant. The transactions with Stonebriar described in this paragraph are referred to herein as the “MRL asset financing arrangements.”

On September 30, 2024, MRL entered into the Lease Amendment (the “MRL Lease Amendment”) with Stonebriar to amend Equipment Schedule No. 1, dated as of December 30, 2022, Equipment Schedule No. 2, dated as of August 5, 2022, and Equipment Schedule No. 3, dated as of September 29, 2023 (each, an “Equipment Schedule” and, collectively, the “Equipment Schedules”). Each Equipment Schedule sets forth lease terms that incorporate part of that certain Master Lease Agreement, dated as of December 31, 2021, by and among MRL and Stonebriar. The MRL Lease Amendment amended each Equipment Schedule to, among other changes, permit an additional early termination option contingent upon successful additional financing by MRL.

The Company has recorded the MRL asset financing arrangements as a financial liability in the unaudited condensed consolidated balance sheets.

Fourth, Fifth and Sixth Amendments to Third Amended and Restated Senior Secured Revolving Credit Facility

On January 17, 2024, the Company entered into the Fourth Amendment to its revolving credit facility (the “Credit Agreement”) governing its senior secured revolving credit facility maturing in January 2027, which provides maximum availability of credit under the revolving credit facility of $650.0 million, including a FILO tranche, subject to borrowing base limitations, and includes a $500.0 million incremental uncommitted expansion feature. Lenders under the revolving credit facility have a first priority lien on, among other things, the Company’s account receivable and inventory and substantially all of its cash (collectively, the “Credit Agreement Collateral”).

On July 10, 2024, in connection with the completion of the Conversion, the Company entered into the Fifth Amendment to the Credit Agreement to among other changes, (i) reflect the addition of the Company and the General Partner as additional borrowers under the Credit Agreement, (ii) reflect the addition of the Company and the General Partner as additional grantors of security interests in their respective assets that constitute Collateral (as defined in the Credit Agreement, as amended) to secure the obligations under the Credit Agreement and related documents, (iii) transition certain responsibilities from the Partnership to the Company, including to designate the Company as the successor Borrower Agent (as defined in the Credit Agreement, as amended), and (iv) replace Canadian Dealer Offered Rate, or CDOR, with Term Canadian Overnight Repo Rate Average, or Term CORRA, as an alternate currency rate for which Alternate Swingline Loans denominated in Canadian Dollars may be borrowed under the Credit Agreement (each as defined in the Credit Agreement, as amended), in each case, on the terms and conditions set forth in the Fifth Amendment.

24

On September 30, 2024, in connection with the Montana Refinery Asset Financing Arrangement transaction, the Company entered into the Consent and Sixth Amendment (the “Sixth Amendment”) to the Credit Agreement. The Sixth Amendment amended the Credit Agreement to, among other changes, (i) permit the Montana Refinery Asset Financing Arrangement transaction, and (ii) to remove the Refinery Assets from the determination of the borrowing base under the Credit Agreement, on the terms and conditions set forth in the Sixth Amendment.

The borrowing capacity at September 30, 2024, under the revolving credit facility was approximately $475.5 million. As of September 30, 2024, the Company had outstanding borrowings of $225.9 million under the revolving credit facility and outstanding standby letters of credit of $27.3 million, leaving approximately $222.3 million of unused capacity.

The revolving credit facility contains various covenants that limit, among other things, the Company’s ability to: incur indebtedness; grant liens; dispose of certain assets; make certain acquisitions and investments; redeem or prepay other debt or make other restricted payments such as distributions to unitholders; enter into transactions with affiliates; and enter into a merger, consolidation or sale of assets. Further, the revolving credit facility contains one springing financial covenant which provides that only if the Company’s availability to borrow loans under the revolving credit facility falls below the sum of (a) the greater of (i) (x) 15% of the borrowing base then in effect at the same time that the refinery asset borrowing base component is greater than $0 and (y) 10% of the borrowing base then in effect at any time that the refinery asset borrowing base component is equal to $0 and (ii) $45.0 million (which amount is subject to certain increases) plus (b) the amount of FILO Loans outstanding, then we will be required to maintain as of the end of each fiscal quarter a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.0 to 1.0. As of September 30, 2024, the Company was in compliance with all covenants under the revolving credit facility.

Amendment No. 1 to MRL Revolving Credit Agreement

On November 2, 2022, MRL entered into, as borrower, a Credit Agreement (the “MRL Revolving Credit Agreement”) with Montana Renewables Holdings LLC (“MRHL”), the parent company of MRL, and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent and lender, which MRL Revolving Credit Agreement provides for a secured revolving credit facility in the maximum amount of $90.0 million outstanding, secured by accounts receivable, with the option to request additional commitments of up to $15.0 million, and with a maturity date of November 2, 2027. The borrowing capacity at September 30, 2024, under the MRL Revolving Credit Agreement was approximately $32.9 million. As of September 30, 2024, MRL had no outstanding borrowings under the MRL Revolving Credit Agreement and no outstanding standby letters of credit, leaving approximately $32.9 million of unused capacity.

Amendment No. 1 to MRL Term Loan Credit Agreement

On April 19, 2023, MRL and MRHL entered into a Credit Agreement (the “MRL Term Loan Credit Agreement”) with a group of financial institutions, including I Squared Capital and Delaware Trust Company, as administrative agent, that provides for a $75.0 million term loan facility with a maturity date of April 19, 2028 (the “Maturity Date”). The MRL Term Loan Credit Agreement provides for a variable interest rate based on the SOFR plus 6.0% to 7.3% per annum. The borrowings under the MRL Term Loan Credit Agreement are repayable in quarterly installments commencing on June 30, 2023, in an amount equal to 0.25% of the outstanding principal amount under the MRL Term Loan Credit Agreement as of each quarterly payment date, plus additional principal payments to the extent MRL has excess cash flows, pursuant to the terms of the MRL Term Loan Credit Agreement. The remaining borrowings under the MRL Term Loan Credit Agreement are repayable on the Maturity Date.

25

On July 3, 2024, MRL and MRHL entered into Amendment No. 1 and waiver (the “Amendment”) to the MRL Term Loan Credit Agreement. Pursuant to the Amendment, I Squared and Delaware Trust Company agreed to (i) waive MRL’s obligation to comply with the net total leverage ratio covenant under the MRL Term Loan Credit Agreement (the “Leverage Ratio Covenant”) for the quarter ended June 30, 2024 and (ii) amend the Leverage Ratio Covenant for the quarter ending September 30, 2024 to determine MRL’s compliance with the Leverage Ratio Covenant based on annualized EBITDA (as defined in the MRL Term Loan Credit Agreement) for such quarter rather than EBITDA for the 12-month period ending September 30, 2024.

Maturities of Long-Term Debt

As of September 30, 2024, principal payments on debt obligations and future minimum rentals on finance lease obligations are as follows (in millions):

Year	Maturity
2024	$	9.7
2025		406.2
2026		51.6
2027		615.9
2028		430.8
Thereafter		563.2
Total	$	2,077.4

26

9. Derivatives

The Company is exposed to price risks due to fluctuations in the price of crude oil, refined products, natural gas and precious metals. The Company uses various strategies to reduce its exposure to commodity price risk. The strategies to reduce the Company’s risk utilize both physical forward contracts and financially settled derivative instruments, such as swaps, collars, options and futures, to attempt to reduce the Company’s exposure with respect to:

● crude oil purchases and sales;

● fuel product sales and purchases;

● natural gas purchases;

● precious metals purchases; and

● fluctuations in the value of crude oil between geographic regions and between the different types of crude oil such as New York Mercantile Exchange West Texas Intermediate (“NYMEX WTI”), Light Louisiana Sweet, Western Canadian Select (“WCS”), WTI Midland, Mixed Sweet Blend, Magellan East Houston and ICE Brent.

The Company manages its exposure to commodity markets, credit, volumetric and liquidity risks to manage its costs and volatility of cash flows as conditions warrant or opportunities become available. These risks may be managed in a variety of ways that may include the use of derivative instruments. Derivative instruments may be used for the purpose of mitigating risks associated with an asset, liability and anticipated future transactions and the changes in fair value of the Company’s derivative instruments will affect its earnings and cash flows; however, such changes should be offset by price or rate changes related to the underlying commodity or financial transaction that is part of the risk management strategy. The Company does not speculate with derivative instruments or other contractual arrangements that are not associated with its business objectives.

Speculation is defined as increasing the Company’s natural position above the maximum position of its physical assets or trading in commodities, currencies or other risk bearing assets that are not associated with the Company’s business activities and objectives. The Company’s positions are monitored routinely by a risk management committee to ensure compliance with its stated risk management policy and documented risk management strategies. All strategies are reviewed on an ongoing basis by the Company’s risk management committee, which will add, remove or revise strategies in anticipation of changes in market conditions and/or its risk profiles. Such changes in strategies are to position the Company in relation to its risk exposures in an attempt to capture market opportunities as they arise.

As of September 30, 2024 and December 31, 2023, the Company was obligated to repurchase crude oil and refined products from its counterparties, then in effect, at the termination of the Supply and Offtake Agreements in certain scenarios. The Company has determined that the redemption feature on the initially recognized liability related to the Supply and Offtake Agreements is an embedded derivative indexed to commodity prices. As such, the Company has accounted for these embedded derivatives at fair value with changes in the fair value, if any, recorded in Gain (loss) on derivative instruments in the Company’s unaudited condensed consolidated statements of operations.

The Company recognizes all derivative instruments at their fair values (please read Note 10 — “Fair Value Measurements”) as either current assets or derivative liabilities or other noncurrent assets, net or other long-term liabilities in the unaudited condensed consolidated balance sheets. Fair value includes any premiums paid or received and unrealized gains and losses. Fair value does not include any amounts receivable from or payable to counterparties, or collateral provided to counterparties. Derivative asset and liability amounts with the same counterparty are netted against each other for financial reporting purposes in accordance with the provisions of our master netting arrangements.

27

The following tables summarize the Company’s gross fair values of its derivative instruments, presenting the impact of offsetting derivative assets in the Company’s unaudited condensed consolidated balance sheets (in millions):

September 30, 2024

December 31, 2023

Gross

Net Amounts

Gross

Net Amounts

Amounts

of Assets

Amounts

of Assets

Offset in the

Presented

Offset in the

Presented

Gross

Condensed

in the

Gross

Condensed

in the

Amounts of

Consolidated

Condensed

Amounts of

Consolidated

Condensed

Balance Sheet

Recognized

Balance

Consolidated

Recognized

Balance

Consolidated

Location

Assets

Sheets

Balance Sheets

Assets

Sheets

Balance Sheets

Derivative instruments not designated as hedges:

Specialty Products and Solutions segment:

Crack spread swaps

Derivative assets / Other noncurrent assets, net

$

—

$

—

$

—

$

11.6

$

—

$

11.6

Total derivative instruments

$

—

$

—

$

—

$

11.6

$

—

$

11.6

The following tables summarize the Company’s gross fair values of its derivative instruments, presenting the impact of offsetting derivative liabilities in the Company’s unaudited condensed consolidated balance sheets (in millions):

September 30, 2024

December 31, 2023

Net Amounts

Gross

of Liabilities

Gross

Net Amounts

Amounts

Presented in

Amounts

of Liabilities

Offset in the

the

Offset in the

Presented in

Gross

Condensed

Condensed

Gross

Condensed

the

Amounts of

Consolidated

Consolidated

Amounts of

Consolidated

Condensed

Balance Sheet

Recognized

Balance

Balance

Recognized

Balance

Consolidated

Location

Liabilities

Sheets

Sheets

Liabilities

Sheets

Balance Sheets

Derivative instruments not designated as hedges:

Specialty Products and Solutions segment:

Inventory financing obligation

Other long-term liabilities / Obligations under inventory financing agreements

$

—

$

10.8

$

10.8

$

(52.5)

$

—

$

(52.5)

Total derivative instruments

$

—

$

10.8

$

10.8

$

(52.5)

$

—

$

(52.5)

Certain of the Company’s outstanding derivative instruments are subject to credit support agreements with the applicable counterparties which contain provisions setting certain credit thresholds above which the Company may be required to post agreed-upon collateral, such as cash or letters of credit, with the counterparty to the extent that the Company’s mark-to-market net liability, if any, on all outstanding derivatives exceeds the credit threshold amount per such credit support agreement. The majority of the credit support agreements covering the Company’s outstanding derivative instruments also contain a general provision stating that if the Company experiences a material adverse change in its business, in the reasonable discretion of the counterparty, the Company’s credit threshold could be lowered by such counterparty. The Company does not expect that it will experience a material adverse change in its business. The cash flow impact of the Company’s derivative activities are included within cash flows from operating activities in the unaudited condensed consolidated statements of cash flows.

Derivative Instruments Not Designated as Hedges

For derivative instruments not designated as hedges, the change in fair value of the asset or liability for the period is recorded to Gain (loss) on derivative instruments in the unaudited condensed consolidated statements of operations. Upon the settlement of a derivative not designated as a hedge, the gain or loss at settlement is recorded to Gain (loss) on derivative instruments in the unaudited condensed consolidated statements of operations. The Company has entered into crack spread swaps and crude oil basis swaps that do not qualify as cash flow hedges for accounting purposes. However, these instruments provide economic hedges of the purchases and sales of the Company’s natural gas, crude oil, gasoline and refined products.

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The Company recorded the following gains (losses) in its unaudited condensed consolidated statements of operations for the three months ended September 30, 2024 and 2023, related to its derivative instruments not designated as hedges (in millions):

	Amount of Realized Gain (Loss)
	Recognized in Gain (Loss) on				Amount of Unrealized Gain (Loss)
	Derivative				Recognized in Gain (Loss) on  Derivative
	Instruments				Instruments
	Three Months Ended September 30,				Three Months Ended September 30,
Type of Derivative	2024		2023		2024		2023
Specialty Products and Solutions segment:
Inventory financing obligation	$	(2.8)	$	—	$	17.3	$	(14.4)
Crack spread swaps		6.0		(18.0)		(3.7)		(11.7)
Montana/Renewables segment:
Inventory financing obligation		(1.6)		—		—		(10.2)
Total	$	1.6	$	(18.0)	$	13.6	$	(36.3)

The Company recorded the following gains (losses) in its unaudited condensed consolidated statements of operations for the nine months ended September 30, 2024 and 2023, related to its derivative instruments not designated as hedges (in millions):

	Amount of Realized
	Loss Recognized in Gain (Loss) on				Amount of Unrealized Gain (Loss)
	Derivative				Recognized in Gain (Loss) on Derivative
	Instruments				Instruments
	Nine Months Ended September 30,				Nine Months Ended September 30,
Type of Derivative	2024		2023		2024		2023
Specialty Products and Solutions segment:
Inventory financing obligation	$	(60.5)	$	—	$	63.9	$	(17.1)
Crack spread swaps		13.5		(33.3)		(11.6)		39.7
Montana/Renewables segment:
Inventory financing obligation		4.3		—		—		(3.8)
Total	$	(42.7)	$	(33.3)	$	52.3	$	18.8

Derivative Positions

At September 30, 2024, the Company had no outstanding derivative contracts.

10. Fair Value Measurements

In accordance with ASC 820, the Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. These tiers include the following:

● Level 1 — inputs include observable unadjusted quoted prices in active markets for identical assets or liabilities

● Level 2 — inputs include other than quoted prices in active markets that are either directly or indirectly observable

● Level 3 — inputs include unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions

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In determining fair value, the Company uses various valuation techniques and prioritizes the use of observable inputs. The availability of observable inputs varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded and other characteristics particular to the instrument. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants and the valuation does not require significant management judgment. For other financial instruments, pricing inputs are less observable in the marketplace and may require management judgment.

Recurring Fair Value Measurements

Derivative Assets and Liabilities

Derivative instruments are reported in the accompanying unaudited condensed consolidated financial statements at fair value. The Company’s derivative instruments consist of over-the-counter contracts, which are not traded on a public exchange. Substantially all of the Company’s derivative instruments are with counterparties that have long-term credit ratings of at least A3 and BBB+ by Moody’s and S&P, respectively.

Commodity derivative instruments are measured at fair value using a market approach. To estimate the fair values of the Company’s commodity derivative instruments, the Company uses the forward rate, the strike price, contractual notional amounts, the risk-free rate of return and contract maturity. Various analytical tests are performed to validate the counterparty data. The fair values of the Company’s derivative instruments are adjusted for nonperformance risk and creditworthiness of the counterparty through the Company’s credit valuation adjustment (“CVA”). The CVA is calculated at the counterparty level utilizing the fair value exposure at each payment date and applying a weighted probability of the appropriate survival and marginal default percentages. The Company uses the counterparty’s marginal default rate and the Company’s survival rate when the Company is in a net asset position at the payment date and uses the Company’s marginal default rate and the counterparty’s survival rate when the Company is in a net liability position at the payment date. As a result of applying the applicable CVA at December 31, 2023, the Company’s net assets and net liabilities changed by an immaterial amount.

Observable inputs utilized to estimate the fair values of the Company’s derivative instruments were based primarily on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Based on the use of various unobservable inputs, principally non-performance risk, creditworthiness of the counterparties and unobservable inputs in the forward rate, the Company has categorized these derivative instruments as Level 3. Significant increases (decreases) in any of those unobservable inputs in isolation would result in a significantly lower (higher) fair value measurement. The Company believes it has obtained the most accurate information available for the types of derivative instruments it holds. Please read Note 9 — “Derivatives” for further information on derivative instruments.

Pension Assets

Pension assets are reported at fair value in the accompanying unaudited condensed consolidated financial statements. At September 30, 2024 and December 31, 2023, the Company’s investments associated with its pension plan consisted of (i) cash and cash equivalents, (ii) fixed income bond funds, (iii) mutual equity funds, and (iv) mutual balanced funds. The fixed income bond funds, mutual equity funds, and mutual balanced funds that are measured at fair value using a market approach based on quoted prices from national securities exchanges and are categorized in Level 1 of the fair value hierarchy. The fixed income bond funds, mutual equity funds, and mutual balanced funds that are measured at fair value using a market approach based on prices obtained from an independent pricing service are categorized in Level 2 of the fair value hierarchy.

Liability Awards

Unit-based compensation liability awards are awards that are currently expected to be settled in cash on their vesting dates, rather than in equity units (“Liability Awards”). The Liability Awards are categorized as Level 1 because the fair value of the Liability Awards is based on the Company’s quoted closing unit price as of each balance sheet date.

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Precious Metals Obligations

The fair value of precious metals obligations is based upon unadjusted exchange-quoted prices and is, therefore, classified within Level 1 of the fair value hierarchy.

Hierarchy of Recurring Fair Value Measurements

The Company’s recurring assets and liabilities measured at fair value were as follows (in millions):

	September 30, 2024								December 31, 2023
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Derivative assets:
Crack spread swaps	$	—	$	—	$	—	$	—	$	—	$	—	$	11.6	$	11.6
Inventory financing obligation		—		—		10.8		10.8		—		—		—		—
Total derivative assets	$	—	$	—	$	10.8	$	10.8	$	—	$	—	$	11.6	$	11.6
Pension plan investments	$	3.8	$	24.2	$	—	$	28.0	$	3.5	$	23.5	$	—	$	27.0
Total recurring assets at fair value	$	3.8	$	24.2	$	10.8	$	38.8	$	3.5	$	23.5	$	11.6	$	38.6
Liabilities:
Derivative liabilities:
Inventory financing obligation	$	—	$	—	$	—	$	—	$	—	$	—	$	(52.5)	$	(52.5)
Total derivative liabilities	$	—	$	—	$	—	$	—	$	—	$	—	$	(52.5)	$	(52.5)
Precious metals obligations		(5.6)		—		—		(5.6)		(6.9)		—		—		(6.9)
Liability awards		(53.6)		—		—		(53.6)		(64.2)		—		—		(64.2)
Total recurring liabilities at fair value	$	(59.2)	$	—	$	—	$	(59.2)	$	(71.1)	$	—	$	(52.5)	$	(123.6)

The table below sets forth a summary of net changes in fair value of the Company’s Level 3 financial assets and liabilities (in millions):

	Nine Months Ended September 30,
		2024		2023
Fair value at January 1,	$	(40.8)	$	(73.8)
Realized loss on derivative instruments		(42.7)		(33.3)
Unrealized gain (loss) on derivative instruments		52.3		18.8
Settlements		42.7		33.3
Fair value at September 30,	$	11.5	$	(55.0)
Total gain (loss) included in net income (loss) attributable to changes in unrealized gain (loss) relating to financial assets and liabilities held as of September 30,	$	52.3	$	18.8

Nonrecurring Fair Value Measurements

Certain non-financial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment.

The Company assesses goodwill for impairment annually and whenever events or changes in circumstances indicate its carrying value may not be recoverable. The fair value of the reporting units is determined using the income approach. The income approach focuses on the income-producing capability of an asset, measuring the current value of the asset by calculating the present value of its future economic benefits such as cash earnings, cost savings, corporate tax structure and product offerings. Value indications are developed by discounting expected cash flows to their present value at a rate of return that incorporates the risk-free rate for the use of funds, the expected rate of inflation and risks associated with the reporting unit. These assets would generally be classified within Level 3, in the event that the Company were required to measure and record such assets at fair value within its unaudited condensed consolidated financial statements.

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The Company periodically evaluates the carrying value of long-lived assets to be held and used, including definite-lived intangible assets and property, plant and equipment, when events or circumstances warrant such a review. Fair value is determined primarily using anticipated cash flows assumed by a market participant discounted at a rate commensurate with the risk involved and these assets would generally be classified within Level 3, in the event that the Company was required to measure and record such assets at fair value within its unaudited condensed consolidated financial statements.

The 2.0 million warrants to purchase common stock at an exercise price of $20.00 per share (subject to adjustment) issued to the Sponsor Parties pursuant to the Conversion Agreement were recorded at their fair value on July 10, 2024. The fair value of the warrants was determined using the Black-Scholes option pricing model based on assumptions that would generally be classified within Level 3 to record such warrants within Stockholders’ Equity in the unaudited condensed consolidated balance sheets.

Estimated Fair Value of Financial Instruments

Cash, cash equivalents and restricted cash

The carrying value of cash, cash equivalents and restricted cash are each considered to be representative of their fair value.

Debt

The estimated fair value of long-term debt at September 30, 2024 and December 31, 2023, consists primarily of senior notes. The estimated fair value of the Company’s 2024 Secured Notes, 2025, 2027, and 2028 Senior Notes, and 2029 Secured Notes defined as Level 2 was based upon quoted prices for identical or similar liabilities in markets that are not active. The carrying value of borrowings, if any, under the Company’s revolving credit facility, MRL revolving credit agreement, MRL asset financing arrangements, MRL term loan credit agreement, Montana refinery asset financing arrangement, finance lease obligations and other obligations are classified as Level 3. Please read Note 8 — “Long-Term Debt” for further information on long-term debt.

The Company’s carrying value and estimated fair value of the Company’s financial instruments, carried at adjusted historical cost, were as follows (in millions):

	September 30, 2024					December 31, 2023
	Level	Fair Value		Carrying Value		Fair Value		Carrying Value
Financial Instrument:
2024 Secured Notes, 2025 Notes, 2027 Notes, 2028 Notes, and 2029 Secured Notes	2	$	1,207.9	$	1,205.1	$	1,247.2	$	1,232.3
Revolving credit facility	3	$	225.9	$	222.5	$	136.7	$	134.4
MRL revolving credit agreement	3	$	—	$	(0.6)	$	13.0	$	12.4
MRL term loan credit agreement	3	$	73.9	$	71.6	$	74.4	$	71.6
Shreveport terminal asset financing arrangement	3	$	44.9	$	44.4	$	50.8	$	50.1
Montana terminal asset financing arrangement	3	$	34.7	$	34.5	$	—	$	—
Montana refinery asset financing arrangement	3	$	110.0	$	109.3	$	—	$	—
MRL asset financing arrangements	3	$	372.5	$	369.6	$	384.6	$	381.6
Finance leases and other obligations	3	$	2.9	$	2.9	$	3.0	$	3.0

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11. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in millions, except share and per share data):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023			2024		2023
			(As Restated and Recast)				(As Restated and Recast)
Numerator for basic and diluted earnings per share:
Net income (loss)	$	(100.6)	$	99.8	$	(181.3)	$	96.1
Denominator for earnings per share:
Basic common shares outstanding		85,530,080		80,172,810		82,158,405		80,046,930
Diluted common shares outstanding (1)		85,530,080		80,387,278		82,158,405		80,148,519
Earnings per share:
Basic	$	(1.18)	$	1.24	$	(2.21)	$	1.20
Diluted	$	(1.18)	$	1.24	$	(2.21)	$	1.20

(1) Total diluted weighted average common shares outstanding excludes a de-minimis amount of potentially dilutive restricted stock units which would have been anti-dilutive for the three and nine months ended September 30, 2024.

12. Segments and Related Information

Segment Reporting

The Company determines its reportable segments based on how the business is managed internally for the products sold to customers, including how results are reviewed and resources are allocated by the chief operating decision maker (“CODM”). The Company’s operations are managed by the CODM using the following reportable segments:

● Specialty Products and Solutions. The Specialty Products and Solutions segment consists of our customer-focused solutions and formulations businesses, covering multiple specialty product lines, anchored by our unique integrated complex in Northwest Louisiana. In this segment, we manufacture and market a wide variety of solvents, waxes, customized lubricating oils, white oils, petrolatums, gels, esters, and other products. Our specialty products are sold to domestic and international customers who purchase them primarily as raw material components for consumer-facing and industrial products.

● Montana/Renewables. The Montana/Renewables segment is composed of our Great Falls specialty asphalt facility and our Montana Renewables facility. At our Montana Renewables facility, we process a variety of geographically advantaged renewable feedstocks into renewable diesel, sustainable aviation fuel, renewable hydrogen, renewable natural gas, renewable propane, and renewable naphtha that are distributed into renewable markets in the western half of North America. At our Montana specialty asphalt facility, we process Canadian crude oil into conventional gasoline, diesel, jet fuel and specialty grades of asphalt, with production sized to serve local markets.

● Performance Brands. The Performance Brands segment includes our fast-growing portfolio of high-quality, high-performing brands. In this segment, we blend, package, and market high performance products through our Royal Purple, Bel-Ray, and TruFuel brands.

● Corporate. The Corporate segment primarily consists of general and administrative expenses not allocated to the Montana/Renewables, Specialty Products and Solutions, or Performance Brands segments.

The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies as disclosed in Note 2 — “Summary of Significant Accounting Policies,” of the 2023 Annual Report, except that the disaggregated financial results for the reporting segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial

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information for the purposes of assisting internal operating decisions. The Company accounts for inter-segment sales and transfers using market-based transfer pricing. The Company will periodically refine its expense allocation methodology for its segment reporting as more specific information becomes available and the industry or market changes. The Company evaluates performance based upon Adjusted EBITDA (a non-GAAP financial measure). The Company defines Adjusted EBITDA for any period as EBITDA adjusted for (a) impairment; (b) unrealized gains and losses from mark-to-market accounting for hedging activities; (c) realized gains and losses under derivative instruments excluded from the determination of net income (loss); (d) non-cash equity-based compensation expense and other non-cash items (excluding items such as accruals of cash expenses in a future period or amortization of a prepaid cash expense) that were deducted in computing net income (loss); (e) debt refinancing fees, extinguishment costs, premiums and penalties; (f) any net gain or loss realized in connection with an asset sale that was deducted in computing net income (loss); (g) amortization of turnaround costs; (h) LCM inventory adjustments; (i) the impact of liquidation of inventory layers calculated using the LIFO method; (j) RINs mark-to-market adjustments; and (k) all extraordinary, unusual or non-recurring items of gain or loss, or revenue or expense.

Reportable segment information for the three and nine months ended September 30, 2024 and 2023, is as follows (in millions):

	Specialty
	Products and		Performance		Montana/						Consolidated
Three Months Ended September 30, 2024	Solutions		Brands		Renewables		Corporate		Eliminations		Total
Sales:
External customers	$	714.0	$	80.3	$	306.1	$	—	$	—	$	1,100.4
Inter-segment sales		6.3		0.1		—		—		(6.4)		—
Total sales	$	720.3	$	80.4	$	306.1	$	—	$	(6.4)	$	1,100.4
Adjusted EBITDA	$	42.6	$	13.6	$	12.7	$	(19.1)	$	—	$	49.8
Reconciling items to net loss:
Depreciation and amortization		17.4		2.2		25.5		0.2		—		45.3
LCM / LIFO loss		4.2		0.8		4.4		—		—		9.4
Interest expense		5.6		—		15.7		36.4		—		57.7
Unrealized gain on derivatives		(13.6)		—		—		—		—		(13.6)
RINs mark-to-market loss		22.6		—		10.2		—		—		32.8
Other non-recurring expenses												12.1
Equity-based compensation and other items												7.0
Income tax expense												0.7
Noncontrolling interest adjustments												(1.0)
Net loss											$	(100.6)
Capital expenditures	$	9.4	$	0.2	$	8.9	$	0.9	$	—	$	19.4
PP&E, net	$	355.7	$	32.0	$	1,061.1	$	4.5	$	—	$	1,453.3

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	Specialty
	Products and		Performance		Montana/						Consolidated
Three Months Ended September 30, 2023 (As Restated)	Solutions (1)		Brands (2)		Renewables		Corporate		Eliminations		Total
Sales:
External customers	$	745.7	$	75.2	$	328.5	$	—	$	—	$	1,149.4
Inter-segment sales		2.5		0.1		—		—		(2.6)		—
Total sales	$	748.2	$	75.3	$	328.5	$	—	$	(2.6)	$	1,149.4
Adjusted EBITDA	$	38.6	$	13.2	$	38.2	$	(14.6)	$	—	$	75.4
Reconciling items to net income:
Depreciation and amortization		19.0		2.5		21.9		0.2		—		43.6
LCM / LIFO (gain) loss		(4.4)		0.1		(0.2)		—		—		(4.5)
Interest expense		7.1		—		18.4		33.2		—		58.7
Debt extinguishment costs		—		—		—		0.3		—		0.3
Unrealized loss on derivatives		26.2		—		10.1		—		—		36.3
RINs mark-to-market gain		(118.3)		—		(55.1)		—		—		(173.4)
Other non-recurring expenses												2.5
Equity-based compensation and other items												13.8
Income tax expense												0.5
Noncontrolling interest adjustments												(2.2)
Net income											$	99.8
Capital expenditures	$	25.4	$	0.4	$	22.1	$	0.1	$	—	$	48.0
PP&E, net	$	375.7	$	33.2	$	1,116.0	$	2.0	$	—	$	1,526.9

	Specialty
	Products and		Performance		Montana/						Consolidated
Nine Months Ended September 30, 2024	Solutions		Brands		Renewables		Corporate		Eliminations		Total
Sales:
External customers	$	2,141.8	$	256.1	$	842.0	$	—	$	—	$	3,239.9
Inter-segment sales		18.3		0.3		—		—		(18.6)		—
Total sales	$	2,160.1	$	256.4	$	842.0	$	—	$	(18.6)	$	3,239.9
Adjusted EBITDA	$	150.2	$	41.1	$	5.8	$	(58.9)	$	—	$	138.2
Reconciling items to net loss:
Depreciation and amortization		53.1		6.5		76.3		0.7		—		136.6
LCM / LIFO loss		1.3		0.8		6.8		—		—		8.9
Interest expense		17.3		0.1		48.7		109.2		—		175.3
Debt extinguishment costs		0.1		—		—		0.2		—		0.3
Unrealized gain on derivatives		(52.3)		—		—		—		—		(52.3)
RINs mark-to-market gain		(16.9)		—		(9.2)		—		—		(26.1)
Other non-recurring expenses												72.1
Equity-based compensation and other items												4.4
Income tax expense												1.4
Noncontrolling interest adjustments												(1.1)
Net loss											$	(181.3)
Capital expenditures	$	41.0	$	0.8	$	25.1	$	2.7	$	—	$	69.6
PP&E, net	$	355.7	$	32.0	$	1,061.1	$	4.5	$	—	$	1,453.3

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	Specialty
	Products and		Performance		Montana/						Consolidated
Nine Months Ended September 30, 2023 (As Restated)	Solutions (1)		Brands (2)		Renewables (3)		Corporate		Eliminations		Total
Sales:
External customers	$	2,168.5	$	239.5	$	796.5	$	—	$	—	$	3,204.5
Inter-segment sales		13.1		0.2		—		—		(13.3)		—
Total sales	$	2,181.6	$	239.7	$	796.5	$	—	$	(13.3)	$	3,204.5
Adjusted EBITDA	$	175.6	$	41.8	$	56.0	$	(52.6)	$	—	$	220.8
Reconciling items to net income:
Depreciation and amortization		54.2		7.4		61.3		0.8		—		123.7
LCM / LIFO (gain) loss		(1.7)		2.2		8.9		—		—		9.4
Interest expense		20.4		0.1		48.3		94.9		—		163.7
Debt extinguishment costs		—		—		—		5.5		—		5.5
Unrealized (gain) loss on derivatives		(22.6)		—		3.8		—		—		(18.8)
RINs mark-to-market gain		(146.9)		—		(69.0)		—		—		(215.9)
Other non-recurring expenses												35.5
Equity-based compensation and other items												21.0
Income tax expense												1.4
Noncontrolling interest adjustments												(0.8)
Net income											$	96.1
Capital expenditures	$	65.4	$	1.4	$	202.0	$	0.4	$	—	$	269.2
PP&E, net	$	375.7	$	33.2	$	1,116.0	$	2.0	$	—	$	1,526.9

(1) For the three and nine months ended September 30, 2023, Adjusted EBITDA for the Specialty Products and Solutions segment included a $7.1 million and $9.5 million gain, respectively, recorded in cost of sales in the unaudited condensed consolidated statements of operations for proceeds received under the Company’s property damage insurance policy.

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(2) For the three and nine months ended September 30, 2023, Adjusted EBITDA for the Performance Brands segment included a $3.2 million and $8.2 million gain recorded in cost of sales in the unaudited condensed consolidated statements of operations for proceeds received under the Company’s business interruption insurance policy.

(3) For the nine months ended September 30, 2023, Adjusted EBITDA for the Montana/Renewables segment excluded a $28.4 million charge to cost of sales in the unaudited condensed consolidated statements of operations for losses under firm purchase commitments.

Geographic Information

International sales accounted for less than ten percent of consolidated sales in the three and nine months ended September 30, 2024 and 2023.

Product Information

The Company offers specialty, fuels, renewable fuels and packaged products primarily in categories consisting of lubricating oils, solvents, waxes, gasoline, diesel, jet fuel, asphalt, heavy fuel oils, renewable fuels, high-performance branded products, and other specialty and fuels products. The following table sets forth the major product category sales for each segment for the three months ended September 30, 2024 and 2023 (dollars in millions):

	Three Months Ended September 30,
	2024				2023
					(As Restated)
Specialty Products and Solutions:
Lubricating oils	$	192.5	17.5	%	$	175.8	15.3	%
Solvents		106.1	9.6	%		92.1	8.0	%
Waxes		38.8	3.5	%		40.1	3.5	%
Fuels, asphalt and other by-products		376.6	34.3	%		437.7	38.1	%
Total	$	714.0	64.9	%	$	745.7	64.9	%
Montana/Renewables:
Gasoline	$	40.8	3.7	%	$	47.9	4.2	%
Diesel		31.0	2.8	%		39.9	3.5	%
Jet fuel		5.3	0.5	%		5.9	0.5	%
Asphalt, heavy fuel oils and other		51.3	4.7	%		50.2	4.3	%
Renewable fuels		177.7	16.1	%		184.6	16.1	%
Total	$	306.1	27.8	%	$	328.5	28.6	%
Performance Brands:	$	80.3	7.3	%	$	75.2	6.5	%
Consolidated sales	$	1,100.4	100.0	%	$	1,149.4	100.0	%

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	Nine Months Ended September 30,
	2024				2023
					(As Restated)
Specialty Products and Solutions:
Lubricating oils	$	598.1	18.5	%	$	577.2	18.0	%
Solvents		318.0	9.8	%		294.9	9.2	%
Waxes		117.9	3.6	%		124.5	3.9	%
Fuels, asphalt and other by-products		1,107.8	34.2	%		1,171.9	36.6	%
Total	$	2,141.8	66.1	%	$	2,168.5	67.7	%
Montana/Renewables:
Gasoline	$	110.0	3.4	%	$	131.6	4.1	%
Diesel		87.9	2.7	%		108.7	3.4	%
Jet fuel		14.8	0.5	%		16.5	0.5	%
Asphalt, heavy fuel oils and other		118.5	3.7	%		108.3	3.3	%
Renewable fuels		510.8	15.7	%		431.4	13.5	%
Total	$	842.0	26.0	%	$	796.5	24.8	%
Performance Brands:	$	256.1	7.9	%	$	239.5	7.5	%
Consolidated sales	$	3,239.9	100.0	%	$	3,204.5	100.0	%

Major Customers

During the three and nine months ended September 30, 2024 and 2023, the Company had no customer that represented 10% or greater of consolidated sales.

Major Suppliers

During the three and nine months ended September 30, 2024, the Company had three suppliers that supplied approximately 90.8% and 83.8%, respectively, of its crude oil supply. During the three and nine months ended September 30, 2023, the Company had two suppliers that supplied approximately 89.0% and 91.4%, respectively, of its crude oil supply.

13. Income Taxes

Calumet, Inc. is a corporation and is subject to U.S. federal and state income taxes. Income taxes are accounted for under the asset and liability method. Calumet, Inc. recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using enacted tax rates in effect for the taxing jurisdiction in which Calumet, Inc. operates for the year in which those temporary differences are expected to be recovered or settled. Calumet, Inc. recognizes the financial statement effects of a tax position when it is more likely than not, based on technical merits, that the position will be sustained upon examination. Net deferred tax assets are then reduced by a valuation allowance if Calumet, Inc. believes it is more likely than not such net deferred tax assets will not be realized. The Company assessed the realizability of the deferred tax assets (“DTAs”) and concluded that a full valuation allowance for the net DTAs is deemed appropriate as the DTAs were not more likely than not to be realized under relevant accounting standards.

On July 10, 2024, Calumet, Inc. completed the Conversion pursuant to which it became the parent holding company of Calumet Specialty Products Partners, L.P. and its subsidiaries. Following the Conversion, the Company’s sole material asset is the partnership interests in the Partnership, which for U.S. federal, state and local income tax purposes passes its net taxable income and related tax credits, if any, through to its partners for inclusion in the partners’ tax returns. The Partnership is also subject to and reports entity level taxes in certain states. The income tax burden on the earnings taxed

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to the noncontrolling interest holders is not reported by the Company in its unaudited condensed consolidated financial statements under U.S. GAAP. As a result, the Company’s effective tax rate differs materially from the statutory rate.

Income Tax Expense

Prior to the Conversion on July 10, 2024, the Company was generally not subject to U.S. federal and state income taxes, whereas following the Conversion, Calumet, Inc. is taxed as a corporation and subject to U.S. federal and state income taxes. The effective tax rate for the period from July 10, 2024 through September 30, 2024, was approximately (0.7)%.  The lower effective tax rate compared to the statutory tax rates is primarily related to the valuation allowance that offsets the deferred tax benefit that would otherwise be recorded.

14. Unrestricted Subsidiaries

As defined in the indentures governing the Company’s outstanding senior notes, an unrestricted subsidiary means MRHL, MRL and any other subsidiary of the Company, other than Calumet Finance Corp., that is designated by the governing body of the General Partner as an unrestricted subsidiary, but only to the extent that such subsidiary:

● has no indebtedness other than non-recourse debt owing to any person other than the Company or any of its restricted subsidiaries, except to the extent permitted by the indentures of the senior notes;

● is not party to any agreement, contract, arrangement or understanding with the Company or any restricted subsidiary of the Company unless the terms of any such agreement, contract, arrangement or other understanding are no less favorable to the Company or such restricted subsidiary than those that might be obtained at the time from persons who are not affiliates of the Company, except to the extent permitted by the indentures of the senior notes;

● is a person with respect to which neither the Company nor any of its restricted subsidiaries has any direct or indirect obligation (a) to subscribe for additional equity interests or (b) to maintain or preserve such person’s financial condition or to cause such person to achieve any specified levels of operating results, except to the extent permitted by the indentures of the senior notes; and

● has not guaranteed or otherwise directly or indirectly provided credit support for any indebtedness of the Company or any of its restricted subsidiaries.

As of September 30, 2024 and December 31, 2023, respectively, MRHL and MRL were the only unrestricted subsidiaries of the Company. In accordance with the indentures governing the Company’s outstanding senior notes, the following tables set forth certain financial information of (i) the Company and its restricted subsidiaries, on a combined basis, (ii) the Company’s unrestricted subsidiaries, on a combined basis, and (iii) the Company and its subsidiaries, on a consolidated basis, in each case, as of September 30, 2024 and December 31, 2023, respectively.

	Parent
	Company and
	Restricted		Unrestricted				Consolidated
September 30, 2024	Subsidiaries		Subsidiaries		Eliminations		Total
Cash and cash equivalents	$	30.9	$	3.7	$	—	$	34.6
Accounts receivable - trade	$	256.2	$	23.4	$	—	$	279.6
Accounts receivable - other	$	18.6	$	7.4	$	—	$	26.0
Inventory	$	354.7	$	54.8	$	—	$	409.5
Prepaid expenses and other current assets	$	20.3	$	19.8	$	—	$	40.1
Property, plant and equipment, net	$	705.4	$	747.9	$	—	$	1,453.3
Other noncurrent assets, net	$	384.4	$	12.6	$	—	$	397.0
Accounts payable	$	278.7	$	451.7	$	(408.8)	$	321.6
Accrued interest payable	$	41.6	$	1.1	$	—	$	42.7
Obligations under inventory financing agreements	$	—	$	44.8	$	—	$	44.8
Other current liabilities	$	75.2	$	10.2	$	—	$	85.4
Current portion of long-term debt	$	381.4	$	18.9	$	—	$	400.3

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Other long-term liabilities	$	152.0	$	1.3	$	—	$	153.3
Long-term debt, less current portion	$	1,236.6	$	520.7	$	(98.3)	$	1,659.0
Redeemable noncontrolling interest	$	—	$	245.6	$	—	$	245.6
Stockholders' equity	$	(228.7)	$	(424.7)	$	(18.8)	$	(672.2)

	Parent
	Company and
	Restricted		Unrestricted				Consolidated
December 31, 2023 (As Recast)	Subsidiaries		Subsidiaries		Eliminations		Total
Cash and cash equivalents	$	7.3	$	0.6	$	—	$	7.9
Accounts receivable - trade	$	230.7	$	21.7	$	—	$	252.4
Accounts receivable - other	$	24.8	$	9.0	$	—	$	33.8
Inventory	$	353.1	$	86.3	$	—	$	439.4
Prepaid expenses and other current assets	$	14.6	$	37.0	$	—	$	51.6
Property, plant and equipment, net	$	731.7	$	774.6	$	—	$	1,506.3
Other noncurrent assets, net	$	436.9	$	13.4	$	—	$	450.3
Accounts payable	$	282.4	$	333.3	$	(293.7)	$	322.0
Accrued interest payable	$	47.8	$	0.9	$	—	$	48.7
Obligations under inventory financing agreements	$	126.0	$	64.4	$	—	$	190.4
Other current liabilities	$	104.5	$	27.0	$	—	$	131.5
Current portion of long-term debt	$	38.8	$	16.9	$	—	$	55.7
Other long-term liabilities	$	50.6	$	3.0	$	—	$	53.6
Long-term debt, less current portion	$	1,381.0	$	548.7	$	(100.0)	$	1,829.7
Redeemable noncontrolling interest	$	—	$	245.6	$	—	$	245.6
Stockholders' equity	$	(174.3)	$	(297.2)	$	(18.8)	$	(490.3)

The following table sets forth certain financial information of the Company’s unrestricted subsidiaries, on a combined basis, for the periods presented (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In millions)
			(As Restated)				(As Restated)
Sales	$	177.7	$	184.6	$	510.9	$	431.4
Cost of sales		180.6		175.8		543.8		483.0
Gross profit (loss)		(2.9)		8.8		(32.9)		(51.6)
Operating costs and expenses:
General and administrative		6.9		5.8		20.3		15.1
Other operating expense		4.0		0.2		6.8		4.0
Operating income (loss)		(13.8)		2.8		(60.0)		(70.7)
Other income (expense):
Interest expense		(25.9)		(22.7)		(72.4)		(59.5)
Gain (loss) on derivative instruments		(1.6)		(4.6)		4.3		(3.2)
Other income		—		0.7		0.6		0.7
Total other expense		(27.5)		(26.6)		(67.5)		(62.0)
Net loss	$	(41.3)	$	(23.8)	$	(127.5)	$	(132.7)

15. Redeemable Noncontrolling Interest

On August 5, 2022 (the “Closing Date”), MRHL issued and sold 12,500,000 preferred units (“Preferred Units”) in MRHL to an affiliate of Warburg Pincus LLC for $250.0 million for an immediate cash payment of $200.0 million and the agreement to pay the remaining $50.0 million in cash not later than October 3, 2022 (the “Deferred Purchase Price”)

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in exchange for a Percentage Interest of 14.2% in MRHL. The Company received the cash payment for the Deferred Purchase Price on October 3, 2022. The Preferred Units are not interest bearing and carry certain minimum return thresholds.

Holders of the Preferred Units are entitled to receive a preferred return equal to the greater of (i) an internal rate of return, or IRR (as defined in the Second Amended and Restated Limited Liability Company Agreement of MRHL (the “Second A&R LLC Agreement”), equal to 8.0% and (ii) a multiple on invested capital, or MOIC (as defined in the Second A&R LLC Agreement), initially equal to 1.35 and increasing by 0.01 each anniversary of the Closing Date up to a maximum MOIC equal to 1.40 on or after the fifth anniversary of the Closing Date (the “Preferred Return”). Pursuant to the Second A&R LLC Agreement, MRHL is required to distribute all Available Cash (as defined in the Second A&R LLC Agreement), to the members of MRHL (the “Members”) in the following priority: (i) 37.5% to the holders of the Preferred Units and 62.5% to all other Members pro rata based on their Percentage Interests (as defined in the Second A&R LLC Agreement) until the holders of the Preferred Units receive the Preferred Return and (ii) thereafter, 100.0% to the Members pro rata based on their Percentage Interests. Additionally, pursuant to the Second A&R LLC Agreement the Company is required to make distributions to the members sufficient to enable them to pay, on a quarterly basis, federal, state and local taxes arising from the allocations made to such members. Further, such distributions are determined by the Company and shall be made within thirty (30) days after the close of each applicable quarter. Any tax liability distributions shall be treated as an advance against, and shall reduce the amount of, the next distribution that the members would otherwise receive pursuant to the agreement.

At any time following the fifth anniversary of the Closing Date, if MRHL has not had an Initial Public Offering or Change of Control (each as defined in the Second A&R LLC Agreement), Warburg has the right to initiate an Initial Public Offering or Change of Control transaction pursuant to the terms of the Second A&R LLC Agreement. Upon the closing of a Qualified Initial Public Offering (as defined in the Second A&R LLC Agreement), each of MRHL and Warburg have the right to elect to convert all (but not less than all) of the Preferred Units (i) first by MRHL paying each holder of Preferred Units an amount in cash equal to such holder’s Preferred Return (to the extent not already paid) and (ii) thereafter, the Preferred Units automatically convert into the same number of common units of MRHL and will be entitled to participate in any distributions of Available Cash to the Members in proportion to their respective Percentage Interests. The Second A&R LLC Agreement also provides certain drag-along rights in connection with a Change of Control, subject to a minimum preferred return requirement for certain transactions that are consummated before the third anniversary of the Closing Date.

The redeemable noncontrolling interest in MRHL is reflected as temporary equity in the unaudited condensed consolidated balance sheets due to the redemption features described above and included a balance of $245.6 million as of September 30, 2024 and December 31, 2023, respectively, which represents the amount recorded for the Preferred Units at their issuance date fair value, net of issuance costs. As of the reporting date, there are no triggering, change of control, early redemption or monetization events that are probable that would require us to revalue the Preferred Units.

16. Subsequent Events

U.S. Department of Energy Conditional Loan Commitment

On October 16, 2024, the U.S. Department of Energy Loan Programs Office awarded the Company a conditional commitment for a loan guarantee of up to $1.44 billion to fund the construction and expansion of the renewable fuels facility owned by MRL. While this conditional commitment represents a significant milestone and demonstrates DOE’s intent to finance the project, certain technical, legal, environmental and financial conditions, including negotiation of definitive financing documents, must be satisfied before funding of the loan guarantee.  

Exchange Offer

On October 23, 2024, the Company, together with the Partnership and Calumet Finance Corp., wholly owned subsidiaries of the Company (collectively, the “Issuers”), entered into a Support Agreement (the “Support Agreement”) with holders (the “Supporting Holders”) of approximately 69% of the outstanding aggregate principal amount of the 2025

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Notes. Pursuant to the Support Agreement, the Supporting Holders have agreed, subject to the terms and conditions set forth therein, (i) to validly tender their 2025 Notes in the Exchange Offer (as defined below), (ii) not to withdraw or revoke any 2025 Notes tendered in the Exchange Offer and (iii) to cooperate with and support the Issuers’ efforts to consummate the Exchange Offer.

On October 23, 2024, the Company, with the support of the Supporting Holders, the Issuers commenced a private exchange offer (the “Exchange Offer”) to certain eligible holders to exchange any and all of the outstanding 2025 Notes for newly issued 11.00% Senior Notes due 2026 (the “New Notes”), upon the terms and subject to the conditions set forth in the Offering Memorandum, dated October 23, 2024.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The historical unaudited condensed consolidated financial statements included in this Quarterly Report reflect all of the assets, liabilities and results of operations of Calumet, Inc. (“Calumet,” the “Company,” “we,” “our,” or “us”). The following discussion analyzes the financial condition and results of operations of the Company for the three and nine months ended September 30, 2024. Stockholders should read the following discussion and analysis of our financial condition and results of operations in conjunction with our 2023 Annual Report and our historical unaudited condensed consolidated financial statements and notes included elsewhere in this Quarterly Report.

Overview

We manufacture, formulate and market a diversified slate of specialty branded products and renewable fuels to customers across a broad range of consumer-facing and industrial markets. We are headquartered in Indianapolis, Indiana and operate twelve facilities throughout North America.

Our operations are managed using the following reportable segments: Specialty Products and Solutions; Performance Brands; Montana/Renewables; and Corporate. For additional information, see Note 12 — “Segments and Related Information” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements.” In our Specialty Products and Solutions segment, we manufacture and market a wide variety of solvents, waxes, customized lubricating oils, white oils, petrolatums, gels, esters, and other products. Our specialty products are sold to domestic and international customers who purchase them primarily as raw material components for consumer-facing and industrial products. In our Performance Brands segment, we blend, package and market high performance products through our Royal Purple, Bel-Ray, and TruFuel brands. Our Montana/Renewables segment is comprised of two facilities — renewable fuels and specialty asphalt. At our Great Falls renewable fuels facility, we process a variety of geographically advantaged renewable feedstocks into renewable diesel, sustainable aviation fuel, renewable hydrogen, renewable natural gas, renewable propane, and renewable naphtha that are distributed into renewable markets in the western half of North America. At our Montana specialty asphalt facility, we process Canadian crude oil into conventional gasoline, diesel, jet fuel and specialty grades of asphalt, with production sized to serve local markets. Our Corporate segment primarily consists of general and administrative expenses not allocated to the Specialty Products and Solutions, Performance Brands or Montana/Renewables segments.

Recent Developments

On July 10, 2024, the Company completed the previously announced conversion transaction contemplated by the Conversion Agreement, dated as of February 9, 2024 (as amended, the “Conversion Agreement”), by and among the Company, the General Partner, Calumet, Inc. (“New Calumet”), Calumet Merger Sub I LLC (“Merger Sub I”), Calumet Merger Sub II LLC (“Merger Sub II”) and the other parties thereto, including The Heritage Group (the “Sponsor Parties”). Pursuant to the Conversion Agreement, (a) Merger Sub II merged with and into the Company, with the Company continuing as the surviving entity and a wholly owned subsidiary of New Calumet, and all of the common units were exchanged into the right to receive an equal number of shares of common stock, par value $0.01 per share, of New Calumet (“Common Stock”) and (b) Merger Sub I merged with and into the General Partner, with the General Partner continuing as the surviving entity and a wholly owned subsidiary of New Calumet, and all outstanding equity interests of the General Partner (1,640,583 general partner units) were exchanged into the right to receive an aggregate of 5,500,000 shares of Common Stock and 2,000,000 warrants to purchase common stock at an exercise price of $20.00 per share (subject to adjustment).

Third Quarter 2024 Update

Outlook and Trends

During the third quarter of 2024, our business continued to benefit from strong production volumes. In the third quarter, we achieved multiple production milestones, including the highest production levels in over five years in our specialties business, while we also processed approximately 12,000 barrels per day of renewable feedstock and over 2,500 barrels per day of SAF in our Montana Renewables business. Our Montana Renewables business achieved a new SAF

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production record each month during the quarter, culminating with approximately 3,200 barrels per day of SAF production in September. Additionally, we continue to benefit from enhanced operational performance in all of our businesses as a result of the capital investments we have made over the past few years on projects designed to improve the reliability of our assets.

In our Specialties Products and Solutions and Performance Brands segments, we continue to benefit from an attractive specialty product margin environment, which has proved resilient despite the weakened commodity margin environment which has hampered results for our fuel based products. Demand for our products in these businesses remained strong in comparison to historical averages and we continue to leverage the benefits of our fully integrated specialty business in this market. As expected, margins continue to normalize relative to the record highs experienced in the second half of 2022 and early 2023. We expect the current margin environment for both specialty products and fuel based products to continue for the remainder of the year. Further, we believe low unemployment and stabilizing raw material and packaging costs point to a continuation of healthy demand for the majority of our products. While the risk of recession and inflation continue to be monitored, our plants and the industry are expected to operate at high rates to meet market demand.

In our Montana/Renewables segment, we continue to see strong demand for our renewable fuel products. We maintain our outlook of strong demand for renewable fuel products, including those we produce at our Montana Renewables facility. We believe demand for renewable fuel products will only continue to grow as a result of the rapid expansion of corporate decarbonization targets, broad sustainability initiatives, and governmental mandates and incentives that have been passed or announced by national, state, and provincial jurisdictions across the globe. In light of the global decarbonization initiatives, forecasts of future availability still fall short of the necessary emissions reductions that would be required to reach established net-zero goals, as adequate supply does not exist yet. For example, our Montana Renewables facility is one of the only facilities in Norh America capable of SAF production at scale in North America today. We believe that our position as a first-mover makes us the key producer for potential offtake partners to help them reach their announced targets. The Great Falls facility expects to conduct a planned turnaround in November to change catalyst. This timing allows completion prior to the winter season and was planned to coincide with a period of margin uncertainty as the blender tax credit is expected to change to the production tax credit.

Our Montana specialty asphalt facility continues to be impacted by WCS inflationary pressure, but remains strategically advantaged due to its local access to cost-advantaged Canadian conventional crude oil, while producing additional fuels and refined products for delivery into the regional market. Due to its strategic location and logistical capabilities, we believe that our Montana specialty asphalt facility is well-positioned to continue to serve long-standing customers in the regional market.  

As we have experienced in the past several years, our integrated business model and diversified product portfolio provides an advantaged response to changing market conditions. While we are not immune to the impacts of an economic downturn, we believe our specialty business is well positioned in periods of raw material volatility, which can negatively impact short-term margins, and a variety of economic conditions.

Contingencies

For a summary of litigation and other contingencies, please read Note 6 — “Commitments and Contingencies” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements.” Based on information available to us at the present time, we do not believe that any liabilities beyond the amounts already accrued, which may result from these contingencies, will have a material adverse effect on our liquidity, financial condition or results of operations.

Financial Results

We reported a net loss of $100.6 million in the third quarter 2024 versus net income of $99.8 million in the third quarter 2023. We reported Adjusted EBITDA (as defined in Note 12 — “Segments and Related Information” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements”) of $49.8 million in the third quarter 2024 versus $75.4 million in the third quarter 2023. We used cash from operating activities of $15.5

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million in the third quarter 2024 versus generating cash from operating activities of $45.2 million in the third quarter of 2023.

Please read Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures” for a reconciliation of EBITDA and Adjusted EBITDA to Net income (loss), our most directly comparable financial performance measure calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”).

Specialty Products and Solutions segment Adjusted EBITDA was $42.6 million in the third quarter 2024 versus $38.6 million in the third quarter 2023. Compared to the third quarter of 2023, Specialty Products and Solutions third quarter 2024 segment Adjusted EBITDA was favorably impacted by higher throughput volumes as a result of improved operational performance and the absence of maintenance activities that were completed at our Shreveport facility during the prior year period. Current period production volumes increased in comparison to the prior year period, despite experiencing unplanned downtime in July as a result of Hurricane Beryl. Current period results in our fuels business were unfavorably impacted by the lower commodity margin environment that has impacted the broader industry.

Montana/Renewables segment Adjusted EBITDA was $12.7 million in the third quarter 2024 versus $38.2 million in the third quarter 2023. Our current quarter results were favorably impacted by strong operations at MRL throughout the quarter, where we processed approximately 12,000 barrels per day of renewable feedstock and over 2,500 barrels per day of SAF. Further, a new SAF production record was achieved each month during the current quarter, culminating with approximately 3,200 barrels per day of SAF produced in September. Results for the segment were unfavorably impacted by a decrease to margins from feedstock price lag when the industry saw these prices abruptly drop approximately $0.40 per gallon in late July. Our legacy specialty asphalt plant posted lower results as fuel spreads tightened, despite strong retail asphalt sales.

Performance Brands segment Adjusted EBITDA was $13.6 million in the third quarter 2024 versus $13.2 million in the third quarter 2023. Results in our Performance Brands segment were favorably impacted from the strong volume growth across high performance products, in particular our TruFuel product line and our integrated industrial business. This segment continues to benefit from strong unit margins, reflective of stabilized input costs in our branded and consumer markets and a focus on growing our presence in industrial markets.

Total Corporate costs represented a loss of $19.1 million of Adjusted EBITDA in the third quarter 2024 versus a loss of $14.6 million of Adjusted EBITDA in the third quarter 2023 due to higher labor and benefits related expenses.

Liquidity Update

As of September 30, 2024, we had total liquidity of $289.8 million comprised of $34.6 million of unrestricted cash and $255.2 million of availability under our credit facilities. As of September 30, 2024, our revolving credit facilities had a $508.4 million borrowing base, $27.3 million in outstanding standby letters of credit and $225.9 million of outstanding borrowings. We believe we will continue to have sufficient liquidity from cash on hand, projected cash flow from operations, borrowing capacity and other means by which to meet our financial commitments, debt service obligations, contingencies, and anticipated capital expenditures for at least the next 12 months. Please read Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for additional information.

Renewable Fuel Standard Update

Along with the broader refining industry, we remain subject to compliance costs under the RFS unless or until we receive a small refinery exemption from the EPA, which we have historically received. Administered by the EPA, the RFS provides annual requirements for the total volume of renewable transportation fuels that are mandated to be blended into finished transportation fuels. If a refiner does not meet its required annual Renewable Volume Obligation, the refiner can purchase blending credits in the open market, referred to as RINs.

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During the third quarter 2024, we recorded an accrued expense of $42.8 million for RINs, as compared to a gain of $157.3 million for RINs in the third quarter 2023. Our gross RINs Obligation, which includes RINs that are required to be secured through either our own blending or through the purchase of RINs in the open market, is spread across four compliance categories (D3, D4, D5 and D6). The gross RINs obligations may be satisfied by our own renewables blending, RIN purchases, or receipt of small refinery exemptions.

Expenses related to RFS compliance have the potential to remain a significant expense for our two segments containing fuels products. If legal or regulatory changes occur that have the effect of increasing our RINs Obligation or eliminating or narrowing the availability of the small refinery exemption under the RFS program, we could be required to purchase additional RINs in the open market, which may materially increase our costs related to RFS compliance and could have a material adverse effect on our results of operations and liquidity.

See Note 2 — “Summary of Significant Accounting Policies” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report for further information on the Company’s RINs obligation.

Unrestricted Subsidiaries

See Note 14 — “Unrestricted Subsidiaries” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report for further information regarding certain financial information of our unrestricted subsidiaries.

Key Performance Measures

Our sales and results of operations are principally affected by demand for specialty products, fuel product demand, renewable fuel product demand, global fuel crack spreads, the price of natural gas used as fuel in our operations, our ability to operate our production facilities at high utilization, and our results from derivative instrument activities.

Our primary raw materials are crude oil, renewable feedstocks, and other specialty feedstocks, and our primary outputs are specialty consumer-facing and industrial products, specialty branded products, fuel products, and renewable fuel products. The prices of crude oil, specialty products, fuel products, and renewable fuel products are subject to fluctuations in response to changes in supply, demand, market uncertainties and a variety of factors beyond our control. We monitor these risks and from time-to-time enter into derivative instruments designed to help mitigate the impact of commodity price fluctuations on our business. The primary purpose of our commodity risk management activities is to economically hedge our cash flow exposure to commodity price risk. We also may hedge when market conditions exist that we believe to be out of the ordinary and particularly supportive of our financial goals. We enter into derivative contracts for future periods in quantities that do not exceed our projected purchases of crude oil and natural gas and sales of fuel and renewable fuel products. Please read Note 9 — “Derivatives” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.

Our management uses several financial and operational measurements to analyze our performance. These measurements include the following:

● sales volumes;

● segment gross profit;

● segment Adjusted gross profit;

● segment Adjusted EBITDA; and

● selling, general and administrative expenses.

Sales volumes. We view the volumes of Specialty Products and Solutions products, Montana/Renewables products and Performance Brands products sold as an important measure of our ability to effectively utilize our operating assets.

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Our ability to meet the demands of our customers is driven by the volumes of feedstocks that we run at our facilities. Higher volumes improve profitability both through the spreading of fixed costs over greater volumes and the additional gross profit achieved on the incremental volumes.

Segment gross profit. Specialty Products and Solutions, Montana/Renewables and Performance Brands products gross profit are important measures of profitability of our segments. We define gross profit as sales less the cost of crude oil and other feedstocks, LCM/LIFO adjustments, and other production-related expenses, the most significant portion of which includes labor, plant fuel, utilities, contract services, maintenance, transportation, RINs, depreciation and amortization and processing materials. We use gross profit as an indicator of our ability to manage margins in our business over the long-term. The increase or decrease in selling prices typically lags behind the rising or falling costs, respectively, of feedstocks throughout our business. Other than plant fuel, RINs mark-to-market adjustments, and LCM/LIFO adjustments, production related expenses generally remain stable across broad ranges but can fluctuate depending on maintenance activities performed during a specific period.

Segment Adjusted gross profit. Specialty Products and Solutions, Montana/Renewables and Performance Brands products segment Adjusted gross profit measures are useful as they exclude transactions not related to our core cash operating activities and provide metrics to analyze the profitability of the core cash operations of our segments. We define segment Adjusted gross profit as segment gross profit excluding the impact of (a) LCM inventory adjustments; (b) the impact of liquidation of inventory layers calculated using the LIFO method; (c) RINs mark-to-market adjustments; (d) depreciation and amortization; and (e) all extraordinary, unusual or non-recurring items of revenue or cost of sales.

Segment Adjusted EBITDA. We believe that Specialty Products and Solutions, Montana/Renewables and Performance Brands segment Adjusted EBITDA measures are useful as they exclude transactions not related to our core cash operating activities and provide metrics to analyze our ability to pay interest to our noteholders. Adjusted EBITDA allows us to meaningfully analyze the trends and performance of our core cash operations as well as to make decisions regarding the allocation of resources to segments. Corporate Adjusted EBITDA primarily reflects general and administrative costs.

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Results of Operations for the Three and Nine Months Ended September 30, 2024 and 2023

Production Volume. The following table sets forth information about our continuing operations. Facility production volume differs from sales volume due to changes in inventories and the sale of purchased blendstocks such as ethanol and specialty blendstocks, as well as the resale of crude oil.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024	2023	% Change		2024	2023	% Change
	(In bpd)				(In bpd)
Total sales volume (1)	92,275	82,787	11.5	%	88,720	79,660	11.4	%
Total feedstock runs (2)	81,480	82,409	(1.1)	%	79,767	76,157	4.7	%
Facility production: (3)
Specialty Products and Solutions:
Lubricating oils	12,428	9,258	34.2	%	11,962	10,013	19.5	%
Solvents	7,808	7,165	9.0	%	7,595	7,176	5.8	%
Waxes	1,479	1,417	4.4	%	1,515	1,369	10.7	%
Fuels, asphalt and other by-products	39,908	42,240	(5.5)	%	37,182	37,630	(1.2)	%
Total Specialty Products and Solutions	61,623	60,080	2.6	%	58,254	56,188	3.7	%
Montana/Renewables:
Gasoline	3,516	3,615	(2.7)	%	3,521	3,892	(9.5)	%
Diesel	2,808	3,140	(10.6)	%	2,805	2,967	(5.5)	%
Jet fuel	483	526	(8.2)	%	517	476	8.6	%
Asphalt, heavy fuel oils and other	4,046	4,461	(9.3)	%	4,090	4,474	(8.6)	%
Renewable fuels	11,488	7,455	54.1	%	10,513	6,607	59.1	%
Total Montana/Renewables	22,341	19,197	16.4	%	21,446	18,416	16.5	%
Performance Brands	1,787	1,474	21.2	%	1,755	1,510	16.2	%
Total facility production (3)	85,751	80,751	6.2	%	81,455	76,114	7.0	%

(1) Total sales volume includes sales from the production at our facilities and certain third-party facilities pursuant to supply and/or processing agreements, sales of inventories and the resale of crude oil to third-party customers. Total sales volume includes the sale of purchased blendstocks.

(2) Total feedstock runs represent the barrels per day of crude oil and other feedstocks processed at our facilities and at certain third-party facilities pursuant to supply and/or processing agreements.

(3) The difference between total facility production and total feedstock runs is primarily a result of the time lag between the input of feedstocks and production of finished products and volume loss.

48

The following table reflects our unaudited condensed consolidated results of operations and includes the non-GAAP financial measures EBITDA and Adjusted EBITDA. For a reconciliation of EBITDA and Adjusted EBITDA to Net income (loss), our most directly comparable financial performance measure calculated and presented in accordance with GAAP, please read “— Non-GAAP Financial Measures.”

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023			2024		2023
	(In millions)
			(As Restated)				(As Restated)
Sales	$	1,100.4	$	1,149.4	$	3,239.9	$	3,204.5
Cost of sales		1,095.5		887.9		3,092.7		2,774.9
Gross profit		4.9		261.5		147.2		429.6
Operating costs and expenses:
Selling		14.9		12.4		43.7		41.4
General and administrative		40.2		40.2		101.0		103.0
Other operating (income) expense		6.9		(4.1)		17.1		4.1
Operating income (loss)		(57.1)		213.0		(14.6)		281.1
Other income (expense):
Interest expense		(57.7)		(58.7)		(175.3)		(163.7)
Debt extinguishment costs		—		(0.3)		(0.3)		(5.5)
Gain (loss) on derivative instruments		15.2		(54.3)		9.6		(14.5)
Other income (expense)		(0.3)		0.6		0.7		0.1
Total other expense		(42.8)		(112.7)		(165.3)		(183.6)
Net income (loss) before income taxes		(99.9)		100.3		(179.9)		97.5
Income tax expense		0.7		0.5		1.4		1.4
Net income (loss)	$	(100.6)	$	99.8	$	(181.3)	$	96.1
EBITDA	$	(6.5)	$	192.9	$	103.5	$	357.8
Adjusted EBITDA	$	49.8	$	75.4	$	138.2	$	220.8

Non-GAAP Financial Measures

We include in this Quarterly Report the non-GAAP financial measures EBITDA and Adjusted EBITDA. We provide reconciliations of EBITDA and Adjusted to Net income (loss), our most directly comparable financial performance measure.

EBITDA and Adjusted EBITDA are used as supplemental financial measures by our management and by external users of our financial statements such as investors, commercial banks, research analysts and others, to assess:

● the financial performance of our assets without regard to financing methods, capital structure or historical cost basis;

● the ability of our assets to generate cash sufficient to pay interest costs and support our indebtedness;

● our operating performance and return on capital as compared to those of other companies in our industry, without regard to financing or capital structure; and

● the viability of acquisitions and capital expenditure projects and the overall rates of return on alternative investment opportunities.

Management believes that these non-GAAP measures are useful to analysts and investors as they exclude transactions not related to our core cash operating activities and provide metrics to analyze our ability to pay interest to our noteholders. However, the indentures governing our senior notes contain covenants that, among other things, restrict our ability to pay distributions. We believe that excluding these transactions allows investors to meaningfully analyze trends and performance of our core cash operations.

49

We define EBITDA for any period as net income (loss) plus interest expense (including amortization of debt issuance costs), income taxes and depreciation and amortization.

We define Adjusted EBITDA for any period as EBITDA adjusted for (a) impairment; (b) unrealized gains and losses from mark-to-market accounting for hedging activities; (c) realized gains and losses under derivative instruments excluded from the determination of net income (loss); (d) non-cash equity-based compensation expense and other non-cash items (excluding items such as accruals of cash expenses in a future period or amortization of a prepaid cash expense) that were deducted in computing net income (loss); (e) debt refinancing fees, extinguishment costs, premiums and penalties; (f) any net gain or loss realized in connection with an asset sale that was deducted in computing net income (loss); (g) amortization of turnaround costs; (h) LCM inventory adjustments; (i) the impact of liquidation of inventory layers calculated using the LIFO method; (j) RINs mark-to-market adjustments; and (k) all extraordinary, unusual or non-recurring items of gain or loss, or revenue or expense.

We define Adjusted EBITDA Margin as Adjusted EBITDA divided by sales.

The definition of Adjusted EBITDA presented in this Quarterly Report is similar to the calculation of “Consolidated Cash Flow” contained in the indentures governing our Senior Notes (as defined in this Quarterly Report) and the calculation of “Consolidated EBITDA” contained in the Credit Agreement. We are required to report Consolidated Cash Flow to the holders of our Senior Notes and Consolidated EBITDA to the lenders under our revolving credit facility, and these measures are used by them to determine our compliance with certain covenants governing those debt instruments. Please read Note 8 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report for additional details regarding the covenants governing our debt instruments.

EBITDA and Adjusted EBITDA should not be considered alternatives to Net income (loss) or Operating income (loss) or any other measure of financial performance presented in accordance with GAAP. In evaluating our performance as measured by EBITDA and Adjusted EBITDA, management recognizes and considers the limitations of these measurements. EBITDA and Adjusted EBITDA do not reflect our liabilities for the payment of income taxes, interest expense or other obligations such as capital expenditures. Accordingly, EBITDA and Adjusted EBITDA are only two of several measurements that management utilizes. Moreover, our EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of another company because all companies may not calculate EBITDA and Adjusted EBITDA in the same manner.

.

50

The following tables present a reconciliation of Net income (loss), our most directly comparable GAAP financial performance measure to EBITDA and Adjusted EBITDA for each of the periods indicated.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In millions)
Reconciliation of Net income (loss) to EBITDA and Adjusted EBITDA				(As Restated)				(As Restated)
Net income (loss)	$	(100.6)	$	99.8	$	(181.3)	$	96.1
Add:
Interest expense		57.7		58.7		175.3		163.7
Depreciation and amortization		35.7		33.9		108.1		96.6
Income tax expense		0.7		0.5		1.4		1.4
EBITDA	$	(6.5)	$	192.9	$	103.5	$	357.8
Add:
LCM / LIFO (gain) loss	$	9.4	$	(4.5)	$	8.9	$	9.4
Unrealized (gain) loss on derivative instruments		(13.6)		36.3		(52.3)		(18.8)
Debt extinguishment costs		—		0.3		0.3		5.5
Amortization of turnaround costs		9.6		9.7		28.5		27.1
RINs mark-to-market (gain) loss		32.8		(173.4)		(26.1)		(215.9)
Equity-based compensation and other items		7.0		13.8		4.4		21.0
Other non-recurring expenses (1)		12.1		2.5		72.1		35.5
Noncontrolling interest adjustments		(1.0)		(2.2)		(1.1)		(0.8)
Adjusted EBITDA	$	49.8	$	75.4	$	138.2	$	220.8

(1) For the nine months ended September 30, 2024, other non-recurring expenses included a $56.2 million realized loss on derivatives related to the embedded derivatives for our inventory financing arrangements. For the nine months ended September 30, 2023, other non-recurring expenses included a $28.4 million charge to cost of sales for losses under firm purchase commitments.

51

Changes in Results of Operations for the Three Months Ended September 30, 2024 and 2023

Sales. Sales decreased $49.0 million, or 4.3%, to $1,100.4 million in the three months ended September 30, 2024, from $1,149.4 million in the same period in 2023. Sales for each of our principal product categories in these periods were as follows:

	Three Months Ended September 30,
	2024		2023		% Change
	(In millions, except barrel and per barrel data)
			(As Restated)
Sales by segment:
Specialty Products and Solutions:
Lubricating oils	$	192.5	$	175.8	9.5	%
Solvents		106.1		92.1	15.2	%
Waxes		38.8		40.1	(3.2)	%
Fuels, asphalt and other by-products (1)		376.6		437.7	(14.0)	%
Total Specialty Products and Solutions	$	714.0	$	745.7	(4.3)	%
Total Specialty Products and Solutions sales volume (in barrels)		5,965,000		5,524,000	8.0	%
Average Specialty Products and Solutions sales price per barrel	$	119.70	$	134.99	(11.3)	%
Montana/Renewables:
Gasoline	$	40.8	$	47.9	(14.8)	%
Diesel		31.0		39.9	(22.3)	%
Jet Fuel		5.3		5.9	(10.2)	%
Asphalt, heavy fuel oils and other (2)		51.3		50.2	2.2	%
Renewable fuels		177.7		184.6	(3.7)	%
Total Montana/Renewables	$	306.1	$	328.5	(6.8)	%
Total Montana/Renewables sales volume (in barrels)		2,370,000		1,961,000	20.9	%
Average Montana/Renewables sales price per barrel	$	129.16	$	167.52	(22.9)	%
Performance Brands:
Total Performance Brands (3)	$	80.3	$	75.2	6.8	%
Total Performance Brands sales volume (in barrels)		156,000		131,000	19.1	%
Average Performance Brands sales price per barrel	$	514.74	$	574.05	(10.3)	%
Total sales	$	1,100.4	$	1,149.4	(4.3)	%
Total sales volume (in barrels)		8,491,000		7,616,000	11.5	%

(1) Represents (a) by-products, including fuels and asphalt, produced in connection with the production of specialty products at the Princeton and Cotton Valley facilities and Dickinson and Karns City facilities, (b) polyolester synthetic lubricants produced at the Missouri facility, and (c) fuels products produced at the Shreveport facility.

(2) Represents asphalt, heavy fuel oils and other products produced in connection with the production of fuels at the Great Falls specialty asphalt facility.

(3) Represents packaged and synthetic specialty products at the Royal Purple, Bel-Ray and Calumet Packaging facilities.

The components of the $31.7 million decrease in Specialty Products and Solutions segment sales for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, were as follows:

	Dollar Change
	(In millions)
Volume	$	59.5
Sales price		(91.2)
Total Specialty Products and Solutions segment sales decrease	$	(31.7)

52

Specialty Products and Solutions segment sales decreased period over period, primarily due to lower prices as a result of product mix. This impact was partially offset by an increase in volumes as a result of strong market demand.

The components of the $22.4 million decrease in Montana/Renewables segment sales for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, were as follows:

	Dollar Change
	(In millions)
Sales price	$	(90.8)
Volume		68.4
Total Montana/Renewables segment sales decrease	$	(22.4)

Montana/Renewables segment sales decreased primarily due to the weaker price environment in both our Montana Renewables and specialty asphalt businesses during the current year in comparison to the prior year period. This impact was partially offset by an increase in volumes as a result of improved production volumes at our Montana Renewables facility during the quarter compared to lower volumes in the prior year comparative period.

The components of the $5.1 million increase in Performance Brands segment sales for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, were as follows:

	Dollar Change
	(In millions)
Volume	$	14.1
Sales price		(9.0)
Total Performance Brands segment sales increase	$	5.1

Performance Brands segment sales increased primarily due to increases in sales volumes as a result of strong market demand and a continued focus on growing our presence in certain industrial markets, partially offset by the decrease in sales price.

Gross Profit. Gross profit decreased $256.6 million, or 98.1%, to $4.9 million in the three months ended September 30, 2024, from $261.5 million in the same period in 2023. Gross profit for our business segments were as follows:

	Three Months Ended September 30,
	2024			2023			% Change
	(Dollars in millions, except per barrel data)
				(As Restated)
Gross profit by segment:
Specialty Products and Solutions:
Gross profit	$	2.3		$	158.9		(98.6)	%
Percentage of sales		0.3	%		21.3	%	(21.0)	%
Specialty Products and Solutions gross profit per barrel	$	0.39		$	28.77		(98.7)	%
Montana/Renewables:
Gross profit (loss)	$	(20.1)		$	81.6		(124.6)	%
Percentage of sales		(6.6)	%		24.8	%	(31.4)	%
Montana/Renewables gross profit (loss) per barrel	$	(8.48)		$	41.61		(120.4)	%
Performance Brands:
Gross profit	$	22.7		$	21.0		8.1	%
Percentage of sales		28.3	%		27.9	%	0.4	%
Performance Brands gross profit per barrel	$	145.51		$	160.31		(9.2)	%
Total gross profit	$	4.9		$	261.5		(98.1)	%
Percentage of sales		0.4	%		22.8	%	(22.4)	%

53

The components of the $156.6 million decrease in Specialty Products and Solutions segment gross profit for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, were as follows:

	Dollar Change
	(In millions)
Three months ended September 30, 2023 reported gross profit	$	158.9
Cost of materials		56.0
LCM / LIFO inventory adjustments		(8.5)
Volumes		12.5
Operating costs		1.2
RINs expense		(126.6)
Sales price		(91.2)
Three months ended September 30, 2024 reported gross profit	$	2.3

The decrease in Specialty Products and Solutions segment gross profit for the three months ended September 30, 2024 as compared to the same period in 2023, was primarily due to the impact of RINs prices. While RINs prices decreased in the current period in comparison to the prior year period, the mark-to-market impact of RINs prices resulted in a RINs expense of $30.8 million in the current period, as compared to a benefit of $95.8 million in the prior year period. The unfavorable impact associated with margins was reflective of product mix. The unfavorable impact resulting from the weakened commodity margin environment for fuels products was partially offset by higher margins for specialty products. These impacts were partially offset by the favorable volumes impact as a result of strong market demand. Refer to Note 2 — “Summary of Significant Accounting Policies” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information related to our accounting for RINs.

The components of the $101.7 million decrease in Montana/Renewables segment gross profit for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, were as follows:

	Dollar Change
	(In millions)
Three months ended September 30, 2023 reported gross profit	$	81.6
Cost of materials		40.3
LCM / LIFO inventory adjustments		(4.5)
Volumes		20.5
RINs expense		(64.9)
Operating costs		(2.3)
Sales price		(90.8)
Three months ended September 30, 2024 reported gross profit (loss)	$	(20.1)

The decrease in Montana/Renewables segment gross profit for the three months ended September 30, 2024, as compared to the same period in 2023, was primarily due to the impact of RINs prices. While RINs prices decreased in the current period in comparison to the prior year period, the mark-to-market impact of RINs prices resulted in a RINs expense of $12.0 million in the current period, as compared to a benefit of $52.9 million in the prior year period. The unfavorable impact associated with margins was the result of feedstock price lag in Montana Renewables due to an abrupt drop in feedstock industry prices, as well as lower index margins during the current period. These impacts were partially offset by higher volumes as a result of improved operational performance at our Montana Renewables facility, which essentially operated at nameplate capacity in the current year period. Refer to Note 2 — “Summary of Significant Accounting Policies” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information related to our accounting for RINs.

54

The components of the $1.7 million increase in Performance Brands segment gross profit for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, were as follows:

	Dollar Change
	(In millions)
Three months ended September 30, 2023 reported gross profit	$	21.0
Sales price		(9.0)
Operating costs		(0.8)
LCM / LIFO inventory adjustments		(0.8)
Volume		4.8
Cost of materials		7.5
Three months ended September 30, 2024 reported gross profit	$	22.7

The increase in Performance Brands segment gross profit for the three months ended September 30, 2024, as compared to the same period in 2023, was primarily due to an increase in industrial volumes. This segment continues to benefit from strong unit margins, reflective of stabilized input costs in our branded and consumer markets.

Gain (loss) on derivative instruments. There was a $15.2 million gain on derivative instruments in the three months ended September 30, 2024, compared to a $54.3 million loss in the same period in 2023. The $1.6 million realized gain on derivative instruments in the current year period was primarily due to the gain recognized at the settlement of crack spread swaps positions during the period. The $13.6 million unrealized gain on derivative instruments in the current year period was primarily due to the inventory financing embedded derivative. There was a $18.0 million realized loss in the prior year period, primarily as a result of the settlement of crack spread swaps positions during the period. There was a $36.3 million unrealized loss in the prior year period as the result of a $24.6 million unrealized loss associated with the inventory financing embedded derivative and a $11.7 million unrealized loss on crack spread swaps positions.

55

Changes in Results of Operations for the Nine Months Ended September 30, 2024 and 2023

Sales. Sales increased $35.4 million, or 1.1%, to $3,239.9 million in the nine months ended September 30, 2024, from $3,204.5 million in the same period in 2023. Sales for each of our principal product categories in these periods were as follows:

	Nine Months Ended September 30,
	2024		2023		% Change
	(In millions, except barrel and per barrel data)
			(As Restated)
Sales by segment:
Specialty Products and Solutions:
Lubricating oils	$	598.1	$	577.2	3.6	%
Solvents		318.0		294.9	7.8	%
Waxes		117.9		124.5	(5.3)	%
Fuels, asphalt and other by-products (1)		1,107.8		1,171.9	(5.5)	%
Total Specialty Products and Solutions	$	2,141.8	$	2,168.5	(1.2)	%
Total Specialty Products and Solutions sales volume (in barrels)		17,202,000		15,999,000	7.5	%
Average Specialty Products and Solutions sales price per barrel	$	124.51	$	135.54	(8.1)	%
Montana/Renewables:
Gasoline	$	110.0	$	131.6	(16.4)	%
Diesel		87.9		108.7	(19.1)	%
Jet Fuel		14.8		16.5	(10.3)	%
Asphalt, heavy fuel oils and other (2)		118.5		108.3	9.4	%
Renewable fuels		510.8		431.4	18.4	%
Total Montana/Renewables	$	842.0	$	796.5	5.7	%
Total Montana/Renewables sales volume (in barrels)		6,630,000		5,353,000	23.9	%
Average Montana/Renewables sales price per barrel	$	127.00	$	148.80	(14.7)	%
Performance Brands:
Total Performance Brands (3)	$	256.1	$	239.5	6.9	%
Total Performance Brands sales volume (in barrels)		478,000		395,000	21.0	%
Average Performance Brands sales price per barrel	$	535.77	$	606.33	(11.6)	%
Total sales	$	3,239.9	$	3,204.5	1.1	%
Total Specialty Products and Solutions, Montana/Renewables, and Performance Brands sales volume (in barrels)		24,310,000		21,747,000	11.8	%

(1) Represents (a) by-products, including fuels and asphalt, produced in connection with the production of specialty products at the Princeton and Cotton Valley facilities and Dickinson and Karns City facilities, (b) polyolester synthetic lubricants produced at the Missouri facility, and (c) fuels products produced at the Shreveport facility.

(2) Represents asphalt, heavy fuel oils and other products produced in connection with the production of fuels at the Great Falls specialty asphalt facility.

(3) Represents packaged and synthetic specialty products at the Royal Purple, Bel-Ray and Calumet Packaging facilities.

The components of the $26.7 million decrease in Specialty Products and Solutions segment sales for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, were as follows:

	Dollar Change
	(In millions)
Volume	$	163.1
Sales price		(189.8)
Total Specialty Products and Solutions segment sales decrease	$	(26.7)

56

Specialty Products and Solutions segment sales decreased period over period due to the lower commodity price environment in the current year period. This impact was partially offset by an increase in sales volumes as a result of strong market demand.

The components of the $45.5 million increase in Montana/Renewables segment sales for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, were as follows:

	Dollar Change
	(In millions)
Sales price	$	(144.5)
Volume		190.0
Total Montana/Renewables segment sales increase	$	45.5

Montana/Renewables segment sales increased primarily due to stabilized production volumes at our Montana Renewables facility during the current year period in comparison to lower volumes in the prior year comparative period as a result of the start-up of the facility. This impact was partially offset by the weaker price environment in both our Montana Renewables and specialty asphalt businesses during the current year in comparison to the prior year period.

The components of the $16.6 million increase in Performance Brands segment sales for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, were as follows:

	Dollar Change
	(In millions)
Sales price	$	(33.3)
Volume		49.9
Total Performance Brands segment sales increase	$	16.6

Performance Brands segment sales increased primarily due to increases in sales volumes as a result of strong market demand and a continued focus on growing our presence in certain industrial markets.

57

Gross Profit. Gross profit decreased $282.4 million, or 65.7%, to $147.2 million in the nine months ended September 30, 2024, from $429.6 million in the same period in 2023. Gross profit for our business segments were as follows:

	Nine Months Ended September 30,
	2024			2023			% Change
	(Dollars in millions, except per barrel data)
				(As Restated)
Gross profit by segment:
Specialty Products and Solutions:
Gross profit	$	126.7		$	314.1		(59.7)	%
Percentage of sales		5.9	%		14.5	%	(8.6)	%
Specialty Products and Solutions gross profit per barrel	$	7.37		$	19.63		(62.5)	%
Montana/Renewables:
Gross profit (loss)	$	(49.6)		$	49.5		(200.2)	%
Percentage of sales		(5.9)	%		6.2	%	(12.1)	%
Montana/Renewables gross profit (loss) per barrel	$	(7.48)		$	9.25		(180.9)	%
Performance Brands:
Gross profit	$	70.1		$	66.0		6.2	%
Percentage of sales		27.4	%		27.6	%	(0.2)	%
Performance Brands gross profit per barrel	$	146.65		$	167.09		(12.2)	%
Total gross profit	$	147.2		$	429.6		(65.7)	%
Percentage of sales		4.5	%		13.4	%	(8.9)	%

The components of the $187.4 million decrease in Specialty Products and Solutions segment gross profit for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, were as follows:

	Dollar Change
	(In millions)
Nine months ended September 30, 2023 reported gross profit	$	314.1
Cost of materials		56.5
Operating costs		9.9
LCM / LIFO inventory adjustments		(3.0)
Volumes		38.3
Sales price		(189.8)
RINs expense		(99.3)
Nine months ended September 30, 2024 reported gross profit	$	126.7

The decrease in Specialty Products and Solutions segment gross profit for the nine months ended September 30, 2024, as compared to the same period in 2023, was primarily due to the impact of RINs prices. While RINs prices decreased in the current year period in comparison to the prior year period, the mark-to-market impact of RINs prices resulted in a RINs expense of $3.6 million in the current year period, as compared to a benefit of $95.7 million in the prior year period. The unfavorable impact associated with margins was the result of a weakened commodity margin environment for fuels products, coupled with the impact of lower margins for specialty products. The favorable volumes impact was the result of strong market demand. The favorable impact for operating costs in the current year period was due to the absence of expenses associated with turnarounds completed at our Shreveport, Cotton Valley, and Princeton facilities and unplanned outages as a result of the severe weather experienced in Northwest Louisiana during the prior year comparative period. Refer to Note 2 — “Summary of Significant Accounting Policies” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information related to our accounting for RINs.

The components of the $99.1 million decrease in Montana/Renewables segment gross profit for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, were as follows:

58

	Dollar Change
	(In millions)
Nine months ended September 30, 2023 reported gross profit (loss)	$	49.5
Cost of materials		104.3
LCM / LIFO inventory adjustments		2.1
Volumes		40.5
RINs expense		(56.2)
Operating costs		(45.3)
Sales price		(144.5)
Nine months ended September 30, 2024 reported gross profit (loss)	$	(49.6)

The decrease in Montana/Renewables segment gross profit for the nine months ended September 30, 2024, as compared to the same period in 2023, was primarily due to the impact of RINs prices. While RINs prices decreased in the current year period in comparison to the prior year period, the mark-to-market impact of RINs prices resulted in a RINs benefit of $5.1 million in the current year period, as compared to a benefit of $61.3 million in the prior year period. This was coupled with the unfavorable impact resulting from a softer commodity margin environment in the current year period in comparison to the prior year. Operating expenses were unfavorable period over period as a result of operating the feedstock pre-treatment unit for the duration of the current year. The favorable volumes impact was the result of stabilized production at our Montana Renewables facility during the current year period. Refer to Note 2 — “Summary of Significant Accounting Policies” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information related to our accounting for RINs.  

The components of the $4.1 million increase in Performance Brands segment gross profit for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, were as follows:

	Dollar Change
	(In millions)
Nine months ended September 30, 2023 reported gross profit	$	66.0
Sales price		(33.4)
Operating costs		(6.7)
LCM / LIFO inventory adjustments		1.4
Volume		17.2
Cost of materials		25.6
Nine months ended September 30, 2024 reported gross profit	$	70.1

The increase in Performance Brands segment gross profit for the nine months ended September 30, 2024, as compared to the same period in 2023, was primarily due to an increase in industrial volumes. The unfavorable impact for operating costs was due to the partial receipt of proceeds from the Company’s business interruption insurance policy included in the prior year period results. This segment continues to benefit from strong unit margins, reflective of stabilized input costs in our branded and consumer markets.

Interest expense. Interest expense increased $11.6 million, or 7.1%, to $175.3 million in the nine months ended September 30, 2024, from $163.7 million in the same period in 2023. The increase was primarily due to higher borrowings on our revolving credit facility during the current year period in comparison to the prior year.

Gain (loss) on derivative instruments. There was a $9.6 million gain on derivative instruments in the nine months ended September 30, 2024, compared to a $14.5 million loss in the same period in 2023. The $52.3 million unrealized gain on derivative instruments in the current year period was primarily related to the unrealized gain on the inventory financing embedded derivative. The $42.7 million realized loss on derivative instruments in the current year period was primarily due to the realized loss on the embedded derivative recognized at the termination of the Shreveport inventory financing arrangement with Macquarie. The $33.3 million realized loss on derivative instruments in the prior year period was due to the settlement of crack spread swaps positions during the period. The $18.8 million unrealized gain on derivative instruments in the prior year period was primarily the result of a $39.7 million unrealized gain on crack spread

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swaps positions, partially offset by the unrealized loss on the inventory financing embedded derivative of $20.9 million during the period.

Liquidity and Capital Resources

General

The following should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” included under Part II, Item 7 in our 2023 Annual Report. There have been no material changes in that information other than as discussed below. Also, see Note 7 — “Inventory Financing Agreements” and Note 8 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report for additional discussions related to our Supply and Offtake Agreements and our long-term debt.

Cash Flows from Operating, Investing and Financing Activities

We believe that we have sufficient liquid assets, cash flow from operations, borrowing capacity and adequate access to capital markets to meet our financial commitments, debt service obligations and anticipated capital expenditures for at least the next 12 months. We continue to seek to lower our operating costs, selling expenses and general and administrative expenses as a means to further improve our cash flow from operations with the objective of having our cash flow from operations support all of our capital expenditures and interest payments. However, we are subject to business and operational risks that could materially adversely affect our cash flows. A material decrease in our cash flow from operations including a significant, sudden decrease in crude oil prices would likely produce a corollary effect on our borrowing capacity under our revolving credit facility and potentially our ability to comply with the covenants under our revolving credit facility. A significant, sudden increase in crude oil prices, if sustained, would likely result in increased working capital requirements which would be funded by borrowings under our revolving credit facility. In addition, our cash flow from operations may be impacted by the timing of settlement of our derivative activities. Gains and losses from derivative instruments that do not qualify as cash flow hedges are recorded in unrealized gain (loss) on derivative instruments until settlement and will impact operating cash flow in the period settled.

The following table summarizes our primary sources and uses of cash in each of the periods presented:

	Nine Months Ended September 30,
	2024		2023
	(In millions)
Net cash used in operating activities	$	(43.0)	$	(7.4)
Net cash used in investing activities		(51.7)		(240.3)
Net cash provided by financing activities		122.3		232.9
Net increase (decrease) in cash, cash equivalents and restricted cash	$	27.6	$	(14.8)

Operating Activities. Operating activities used cash of $43.0 million during the nine months ended September 30, 2024 compared to using cash of $7.4 million during the same period in 2023. The change was primarily driven by a decrease in unit margins as a result of the weaker margin environment experienced during the current year period. This impact was partially offset by a decrease in the cash required for working capital during the current year period.

Investing Activities. Investing activities used cash of $51.7 million during the nine months ended September 30, 2024 compared to a use of cash of $240.3 million during the same period in 2023. The change is related to a decrease in cash expenditures for additions to property, plant and equipment in the current year period in comparison to the prior year. The cash expenditures for additions to property, plant and equipment in the prior year period were primarily related to our Montana Renewables project.

Financing Activities. Financing activities provided cash of $122.3 million in the nine months ended September 30, 2024 compared to providing cash of $232.9 million during the same period in 2023. The change is primarily

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due to the borrowings we received in the prior year period from the issuance of the 2028 Notes and the MRL Term Loan Credit Agreement. This was partially offset by the proceeds we received in the current year from the issuance of the 2029 Notes, borrowings from the Montana terminal asset financing arrangement and the Montana refinery asset financing arrangement, and the increase in net borrowings on our revolving credit facility in the current year period compared to the same period in 2023.

Capital Expenditures

Our property, plant and equipment capital expenditure requirements consist of capital improvement expenditures, replacement capital expenditures, environmental capital expenditures and turnaround capital expenditures. Capital improvement expenditures include the acquisition of assets to grow our business, facility expansions, or capital initiatives that reduce operating costs. Replacement capital expenditures replace worn out or obsolete equipment or parts. Environmental capital expenditures include asset additions to meet or exceed environmental and operating regulations. Turnaround capital expenditures represent capitalized costs associated with our periodic major maintenance and repairs.

The following table sets forth our capital improvement expenditures, replacement capital expenditures, environmental capital expenditures and turnaround capital expenditures in each of the periods shown (including capitalized interest):

	Nine Months Ended September 30,
	2024		2023
	(In millions)
Capital improvement expenditures	$	10.1	$	186.7
Replacement capital expenditures		38.3		44.6
Environmental capital expenditures		3.3		9.0
Turnaround capital expenditures		17.9		28.9
Total	$	69.6	$	269.2

2024 Capital Spending Forecast

We are forecasting total capital expenditures of approximately $110 million to $140 million in 2024. Our forecasted capital expenditures are primarily related to growth and sustainability projects. We anticipate that capital expenditure requirements will be provided primarily through cash flow from operations, cash on hand, available borrowings under our revolving credit facilities and by accessing capital markets as necessary. Further, we continue to anticipate that capital improvement expenditure requirements will be funded from borrowings under our revolving credit facilities or by funding accessed through capital markets. If future capital expenditures require expenditures in excess of our then-current cash flow from operations and borrowing availability under our revolving credit facilities, we may be required to issue debt or equity securities in public or private offerings or incur additional borrowings under bank credit facilities to meet those costs.

Debt and Credit Facilities

As of September 30, 2024, our primary debt and credit instruments consisted of the following:

● $650.0 million senior secured revolving credit facility maturing in January 2027 (after giving effect to the amendments to our revolving credit facility (the “Credit Facility Amendments”)), subject to borrowing base limitations, with a maximum letter of credit sub-limit equal to $255.0 million, which amount may be increased to 90% of revolver commitments in effect with the consent of the Agent (as defined in the Credit Agreement) (“revolving credit facility”);

● $90.0 million senior secured revolving credit facility, with the option to request additional commitments of up to $15.0 million, maturing in November 2027 (the “MRL Revolving Credit Agreement”);

● $363.5 million of 11.00% Senior Notes due 2025 (“2025 Notes”);

● $325.0 million of 8.125% Senior Notes due 2027 (“2027 Notes”);

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● $325.0 million of 9.75% Senior Notes due 2028 (“2028 Notes”);

● $200.0 million of 9.25% Senior Secured First Lien Notes due 2029 (“2029 Secured Notes”);

● $73.9 million of borrowings under our MRL Term Loan Credit Agreement;

● $44.9 million of financing through our Shreveport terminal asset financing arrangement;

● $372.5 million of financing through our MRL asset financing arrangements;

● $34.7 million of financing through our Montana terminal asset financing arrangement; and

● $110.0 million of financing through our Montana refinery asset financing arrangement.

We were in compliance with all covenants under the debt instruments in place as of September 30, 2024 and believe we have adequate liquidity to conduct our business.

On January 17, 2024, the Company entered into the Fourth Amendment to its revolving credit facility (the “Credit Agreement”) governing its senior secured revolving credit facility maturing in January 2027, which provides maximum availability of credit under the revolving credit facility of $650.0 million, including a FILO tranche, subject to borrowing base limitations, and includes a $500.0 million incremental uncommitted expansion feature. Lenders under the revolving credit facility have a first priority lien on, among other things, the Company’s accounts receivable and inventory and substantially all of its cash (collectively, the “Credit Agreement Collateral”). Please refer to Note 8 — “Long-Term Debt” in Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.

On March 7, 2024, the Company issued and sold $200.0 million in aggregate principal amount of 2029 Secured Notes in a private placement transaction in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The 2029 Secured Notes were issued at par for net proceeds of $199.0 million, after deducting transaction expenses. The Company used the net proceeds from the private placement of the 2029 Secured Notes, together with cash on hand, to redeem all of its outstanding 9.25% Senior Secured First Lien Notes due 2024 (the “2024 Secured Notes”) and $50.0 million aggregate principal amount of its outstanding 11.00% Senior Notes due 2025 (the “2025 Notes”). Please refer to Note 8 — “Long-Term Debt” in Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.

On September 30, 2024, Calumet Montana Refining, LLC (“Calumet Montana”), a subsidiary of the Company, entered into the Montana Refinery Asset Financing Arrangement with Stonebriar related to a sale and leaseback transaction. Pursuant to the Montana Refinery Asset Financing Arrangement, Calumet Montana sold to and leased back from Stonebriar the Refinery Assets, for a total purchase price of up to $150.0 million. Calumet Montana received $110.0 million of the total purchase price on September 30, 2024 and the remaining purchase price of up to $40.0 million will be disbursed to the Company at the closing of a financing contemplated by MRL, an unrestricted, non-guarantor subsidiary of the Company. Please refer to Note 8 — “Long-Term Debt” in Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information.

The borrowing base on our credit facilities increased from approximately $453.7 million as of September 30, 2023, to approximately $508.4 million at September 30, 2024. Our borrowing availability decreased from approximately $363.9 million at September 30, 2023, to approximately $255.2 million at September 30, 2024. Total liquidity, consisting of unrestricted cash and available funds under our credit facilities, decreased from $377.6 million at September 30, 2023 to $289.8 million at September 30, 2024.

Inventory Financing

On January 17, 2024 (the “Effective Date”), the Company and J. Aron entered into a Monetization Master Agreement (the “Master Agreement”), a related Financing Agreement (the “Financing Agreement”) and Supply and Offtake Agreement (together with the Master Agreement and the Financing Agreement, the “Shreveport Supply and Offtake Agreement”). Pursuant to the Shreveport Supply and Offtake Agreement, J. Aron agreed to, among other things, purchase from the Company, or extend to the Company, financial accommodations secured by crude oil and finished products

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located at the Company’s Shreveport facility on the Effective Date and from time to time, up to maximum volumes specified for crude oil and categories of finished products, subject to the Company’s repurchase obligations with respect thereto. The Shreveport Supply and Offtake Agreement replaced the Company’s previous inventory financing agreement with Macquarie, which terminated on January 17, 2024. Please refer to Note 7 — “Inventory Financing Agreements” in Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional information regarding our Supply and Offtake Agreements.

Short-Term Liquidity

As of September 30, 2024, our principal sources of short-term liquidity were (i) $255.2 million of availability under our credit facilities, (ii) inventory financing agreements related to our Shreveport facility and Montana Renewables facility and (iii) $34.6 million of unrestricted cash on hand. Borrowings under our revolving credit facilities can be used for, among other things, working capital, capital expenditures and other lawful partnership purposes including acquisitions. For additional information regarding our revolving credit facilities, see Note 8 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report.

Long-Term Financing

In addition to our principal sources of short-term liquidity listed above, subject to market conditions, we may meet our cash requirements through the issuance of long-term notes or additional common shares.

From time to time, we issue long-term debt securities referred to as our senior notes. Our outstanding senior notes are unsecured obligations that rank equally with all of our other senior debt obligations to the extent they are unsecured. As of September 30, 2024, we had $363.5 million in 2025 Notes, $325.0 million in 2027 Notes, $325.0 million in 2028 Notes, and $200.0 million in 2029 Secured Notes outstanding. In addition, as of September 30, 2024, we had $372.5 million of debt outstanding for our MRL asset financing arrangements, $73.9 million of debt outstanding for our MRL Term Loan Credit Agreement, $44.9 million of other debt outstanding for the Shreveport terminal asset financing arrangement, $34.7 million of other debt outstanding for the Montana terminal asset financing arrangement, and $110.0 million of other debt outstanding for the Montana refinery asset financing arrangement. Borrowings under the MRL asset financing arrangements and MRL Term Loan Credit Agreement are obligations of our unrestricted subsidiaries MRL and MRHL solely, and are non-recourse to the Company and its restricted subsidiaries.

To date, our debt balances have not adversely affected our operations, our ability to repay or refinance our indebtedness. Based on our historical record, we believe that our capital structure will continue to allow us to achieve our business objectives.

For additional information regarding our senior notes, please read Note 8 — “Long-Term Debt” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” in this Quarterly Report and Note 9 — “Long-Term Debt” in Part II, Item 8 “Financial Statements and Supplementary Data” of our 2023 Annual Report.

Master Derivative Contracts and Collateral Trust Agreement

For additional discussion regarding our master derivative contracts and collateral trust agreement, see “Master Derivative Contracts and Collateral Trust Agreement” under Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2023 Annual Report.

Critical Accounting Estimates

For additional discussion regarding our critical accounting estimates, see “Critical Accounting Estimates” under Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2023 Annual Report.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks from adverse changes in commodity prices, the price of credits needed to comply with governmental programs, interest rates and foreign currency exchange rates. Information relating to quantitative and qualitative disclosures about material market risk is set forth below.

Commodity Price Risk

Derivative Instruments

We are exposed to price risks due to fluctuations in the price of crude oil, refined products, natural gas and precious metals. We use various strategies to reduce our exposure to commodity price risk. We do not attempt to eliminate all of our risk as the costs of such actions are believed to be too high in relation to the risk posed to our future cash flows, earnings and liquidity. The strategies we use to reduce our risk utilize both physical forward contracts and financially settled derivative instruments, such as swaps, collars, options and futures, to attempt to reduce our exposure with respect to:

● crude oil purchases and sales;

● refined product sales and purchases;

● natural gas purchases;

● precious metals; and

● fluctuations in the value of crude oil between geographic regions and between the different types of crude oil such as NYMEX WTI, Light Louisiana Sweet, WCS, WTI Midland, Mixed Sweet Blend, Magellan East Houston and ICE Brent.

We manage our exposure to commodity markets, credit, volumetric and liquidity risks to manage our costs and volatility of cash flows as conditions warrant or opportunities become available. These risks may be managed in a variety of ways that may include the use of derivative instruments. Derivative instruments may be used for the purpose of mitigating risks associated with an asset, liability and anticipated future transactions and the changes in fair value of our derivative instruments will affect our earnings and cash flows; however, such changes should be offset by price or rate changes related to the underlying commodity or financial transaction that is part of the risk management strategy. We do not speculate with derivative instruments or other contractual arrangements that are not associated with our business objectives. Speculation is defined as increasing our natural position above the maximum position of our physical assets or trading in commodities, currencies or other risk bearing assets that are not associated with our business activities and objectives. Our positions are monitored routinely by a risk management committee and discussed with the board of directors of the Company quarterly to ensure compliance with our stated risk management policy and documented risk management strategies. All strategies are reviewed on an ongoing basis by our risk management committee, which will add, remove or revise strategies in anticipation of changes in market conditions and/or in risk profiles. These changes in strategies are to position us in relation to our risk exposures in an attempt to capture market opportunities as they arise.

Please read Note 9 — “Derivatives” in the notes to our unaudited condensed consolidated financial statements under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for a discussion of the accounting treatment for the various types of derivative instruments, for a further discussion of our hedging policies and for more information relating to our implied crack spreads of crude oil, diesel, and gasoline derivative instruments.

Our derivative instruments and overall hedging positions are monitored regularly by our risk management committee, which includes executive officers. The risk management committee reviews market information and our hedging positions regularly to determine if additional derivatives activity is advised. A summary of derivative positions and a summary of hedging strategy are presented to our Board of Directors quarterly.

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Compliance Price Risk

Renewable Identification Numbers

We are exposed to market risks related to the volatility in the price of credits needed to comply with governmental programs. The EPA sets annual volume obligations for the percentage of renewable fuels that must be blended into transportation fuels consumed in the U.S., and as a producer of transportation fuels from petroleum, we are subject to those obligations. To the extent we are unable to physically blend renewable fuels to satisfy the EPA requirement, we may purchase RINs in the open market to satisfy the annual obligations. We have not entered into any derivative instruments to manage this risk.

Holding other variables related to RINs obligations constant, a $1.00 increase in the price of RINs would be expected to have a negative impact on Net income (loss) of approximately $65.0 million per year.

Interest Rate Risk

Our exposure to interest rate changes on fixed and variable rate debt is limited to the fair value of the debt issued, which would not have a material impact on our earnings or cash flows. The following table provides information about the fair value of our fixed and variable rate debt obligations as of September 30, 2024 and December 31, 2023, which we disclose in Note 8 — “Long-Term Debt” and Note 10 — “Fair Value Measurements” under Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements.”

	September 30, 2024				December 31, 2023
	Fair Value		Carrying Value		Fair Value		Carrying Value
	(In millions)
Financial Instrument:
2024 Secured Notes	$	—	$	—	$	179.7	$	178.8
2025 Notes	$	363.8	$	362.9	$	421.1	$	411.5
2027 Notes	$	317.0	$	322.9	$	320.7	$	322.3
2028 Notes	$	320.7	$	320.4	$	325.7	$	319.7
2029 Secured Notes	$	206.4	$	198.9	$	—	$	—
Revolving credit facility	$	225.9	$	222.5	$	136.7	$	134.4
MRL revolving credit facility	$	—	$	(0.6)	$	13.0	$	12.4
MRL Term Loan Credit Agreement	$	73.9	$	71.6	$	74.4	$	71.6
Shreveport terminal asset financing arrangement	$	44.9	$	44.4	$	50.8	$	50.1
Montana terminal asset financing arrangement	$	34.7	$	34.5	$	—	$	—
Montana refinery asset financing arrangement	$	110.0	$	109.3	$	—	$	—
MRL asset financing arrangements	$	372.5	$	369.6	$	384.6	$	381.6

For our variable rate debt, if any, changes in interest rates generally do not impact the fair value of the debt instrument but may impact our future earnings and cash flows. We had a $650.0 million revolving credit facility and a $90.0 million revolving credit facility as of September 30, 2024, with borrowings for each revolving credit facility bearing interest at the prime rate or SOFR, at our option, plus the applicable margin. In addition, we had $73.9 million of borrowings outstanding under our MRL Term Loan Credit Agreement as of September 30, 2024, with borrowings bearing interest at SOFR plus 6.0% to 7.3% per annum. We had $225.9 million of outstanding variable rate debt as of September 30, 2024 and $149.7 million of outstanding variable rate debt as of December 31, 2023. Holding other variables constant (such as debt levels), a 100 basis point change in interest rates on our variable rate debt as of September 30, 2024, would be expected to have an impact on Net income (loss) of approximately $2.3 million per year.

Foreign Currency Risk

We have minimal exposure to foreign currency risk and as such the cost of hedging this risk is viewed to be in excess of the benefit of further reductions in our exposure to foreign currency exchange rate fluctuations.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of September 30, 2024.

Changes in Internal Control over Financial Reporting

No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended September 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

We are not a party to, and our property is not the subject of, any pending legal proceedings other than ordinary routine litigation incidental to our business. Our operations are subject to a variety of risks and disputes normally incidental to our business. As a result, we may, at any given time, be a defendant in various legal proceedings and litigation arising in the ordinary course of business. The information provided under Note 6 — “Commitments and Contingencies” in Part I, Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” is incorporated herein by reference.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risks discussed in Part I, Item 1A “Risk Factors — Risks Related to our Business” and “— Risks Related to Montana Renewables” in our 2023 Annual Report and Part II, Item 1A “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. Aside from the risks discussed in Part II, Item 1A “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, there have been no material changes in the risk factors discussed in Part I, Item 1A “Risk Factors” in our 2023 Annual Report. As a result of the completion of the Conversion, the risk factors discussed in Part I, Item 1A “Risk Factors — Risks Related to the Corporate Conversion,” “— Risks Related to Our Partnership Structure” and “— Tax Risks to Common Unitholders” in our 2023 Annual Report are no longer applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(c) Trading Plans

During the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

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Item 6. Exhibits

Exhibit Number	Description
2.1	Conversion Agreement, dated as of February 9, 2024, by and among Calumet Specialty Products Partners, L.P., Calumet GP, LLC, Calumet, Inc., Calumet Merger Sub I LLC, Calumet Merger Sub II LLC and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on February 12, 2024).
2.2	First Amendment to Conversion Agreement, dated as of April 17, 2024, by and among Calumet Specialty Products Partners, L.P., Calumet GP, LLC, Calumet, Inc., Calumet Merger Sub I LLC, Calumet Merger Sub II LLC and the other parties thereto (incorporated by reference to Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on April 19, 2024).
2.3	Partnership Restructuring Agreement, dated as of November 9, 2023, by and among the Partnership, the General Partner and the other parties thereto (incorporated by reference to Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed with the Commission on November 9, 2023).
2.4	First Amendment to Partnership Restructuring Agreement, dated as of February 9, 2024, by and among Calumet Specialty Products Partners, L.P., Calumet GP, LLC and the other parties thereto (incorporated by reference to Exhibit 10.2 to the Partnership’s Current Report on Form 8-K filed with the Commission on February 12, 2024).
3.1	Amended and Restated Certificate of Incorporation of Calumet, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 10, 2024).
3.2	Amended and Restated Bylaws of Calumet, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 10, 2024).
4.1	Registration Rights Agreement, dated as of July 10, 2024, by and among Calumet, Inc. and the stockholders party thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 10, 2024).
4.2	Stockholders’ Agreement, dated as of July 10, 2024, by and between Calumet, Inc. and The Heritage Group (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 10, 2024).
4.3	Warrant Agreement, dated as of July 10, 2024, by and among Calumet, Inc. and Computershare Inc. and Computershare Trust Company, N.A., as warrant agent (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 10, 2024).
4.4	Form of Warrant Certificate (included in Exhibit 4.3).
4.5*	Second Supplemental Indenture and Amendment, dated as of September 24, 2024, to the Indenture, dated as of October 11, 2019, by and among Calumet, Inc., Calumet GP, LLC, Calumet Specialty Products Partners, L.P., Calumet Finance Corp., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee.
4.6*	First Supplemental Indenture and Amendment, dated as of September 24, 2024, to the Indenture, dated as of January 20, 2022, by and among Calumet, Inc., Calumet GP, LLC, Calumet Specialty Products Partners, L.P., Calumet Finance Corp., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee.

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4.7*	First Supplemental Indenture and Amendment, dated as of September 24, 2024, to the Indenture, dated as of June 27, 2023, by and among Calumet, Inc., Calumet GP, LLC, Calumet Specialty Products Partners, L.P., Calumet Finance Corp., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee.
4.8*	First Supplemental Indenture and Amendment, dated as of September 24, 2024, to the Indenture, dated as of March 7, 2024, by and among Calumet, Inc., Calumet GP, LLC, Calumet Specialty Products Partners, L.P., Calumet Finance Corp., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee.
10.1	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 10, 2024).
10.2	Calumet, Inc. Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 10, 2024).
10.3*	Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of July 10, 2024, by and among Calumet, Inc., Calumet Specialty Products Partners, L.P., Bank of America, N.A., and the other parties signatory thereto.
10.4*	Omnibus Amendment Agreement, dated July 10, 2024, by and among Calumet, Inc., Calumet Specialty Products Partners, L.P., J. Aron & Company LLC and the other parties thereto.
10.5*	Master Lease Agreement, dated as of September 30, 2024, by and between Calumet Montana Refining, LLC and Stonebriar Commercial Finance LLC.
10.6*	Equipment Schedule No. 1 to Master Lease Agreement, dated as of September 30, 2024, by and between Calumet Montana Refining, LLC and Stonebriar Commercial Finance LLC.
10.7*	Lease Amendment No. 1 to Master Lease Agreement, dated as of December 29, 2023, by and among Montana Renewables, LLC and Stonebriar Commercial Finance LLC.
10.8*	Lease Amendment No. 2 to Master Lease Agreement, dated as of July 31, 2024, by and among Montana Renewables, LLC and Stonebriar Commercial Finance LLC.
10.9*	Lease Amendment No. 3 to Master Lease Agreement, dated as of November 5, 2024, by and among Montana Renewables, LLC and Stonebriar Commercial Finance LLC.
10.10*	MRL Lease Amendment to Equipment Schedule No. 1, Equipment Schedule No. 2, and Equipment Schedule No. 3, dated as of September 30, 2024.
10.11*	Consent and Sixth Amendment to the Third Amended and Restated Credit Agreement, dated as of September 30, 2024, by and between Calumet, Inc., Bank of America, N.A., and the other parties signatory thereto.
10.12*	Second Amendment to the Monetization Master Agreement, dated as of September 30, 2024, by and among Calumet, Inc., J. Aron & Company LLC and the other parties thereto.
10.13	Support Agreement, dated October 23, 2024, by and among Calumet, Inc., Calumet Specialty Products Partners, L.P., Calumet Finance Corp. and the holders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 24, 2024).

69

31.1*	Sarbanes-Oxley Section 302 certification of Todd Borgmann.
31.2*	Sarbanes-Oxley Section 302 certification of David Lunin.
32.1**	Section 1350 certification of Todd Borgmann and David Lunin.
100.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL (included within the Exhibit 101 attachments)

*Filed herewith.

**Furnished herewith.

70

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, thereunto duly authorized.

	CALUMET, INC.
Date: November 12, 2024	By:	/s/ David Lunin
		David Lunin
		Executive Vice President and Chief Financial Officer
		(Authorized Person and Principal Financial Officer)

71

EX-4.5

EXHIBIT 4.5

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

CALUMET FINANCE CORP.

and

the Guarantors named herein

______________________________________

11.00% SENIOR NOTES DUE 2025

______________________________________

________________________

SECOND SUPPLEMENTAL INDENTURE

AND AMENDMENT

DATED AS OF SEPTEMBER 24, 2024

TO

INDENTURE

DATED AS OF OCTOBER 11, 2019

__________________________

Wilmington Trust, national association

Trustee

__________________________

‌

1

This SECOND SUPPLEMENTAL INDENTURE AND AMENDMENT (this “Supplemental Indenture”), dated as of September 24, 2024, is entered into by and among Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “Company”), Calumet Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), each of the parties identified under the caption “Existing Guarantors” on the signature page hereto (the “Existing Guarantors”), Calumet, Inc., a Delaware corporation (“New Calumet”), Calumet GP, LLC, a Delaware limited liability company (together with New Calumet, the “New Guarantors”), and Wilmington Trust, National Association, a national banking association, as Trustee. The New Guarantors and the Existing Guarantors are collectively referred to herein as the “Guarantors.” Each capitalized term used in this Supplemental Indenture and not defined herein shall have the meaning assigned to such term in the Indenture (as defined below).

RECITALS

WHEREAS, the Issuers, the guarantors named therein and the Trustee entered into an Indenture, dated as of October 11, 2019, as may be amended and supplemented from time to time (as so amended and supplemented, the “Indenture”), which governs $363,541,000 in aggregate principal amount of 11.00% Senior Notes due 2025 issued by the Issuers and outstanding as of the date hereof (the “Notes”);

WHEREAS, Section 9.01(h) of the Indenture provides that the Issuers, the Existing Guarantors and the Trustee may amend or supplement the Indenture to (i) add any additional Guarantor with respect to the Notes or (ii) evidence the release of any Guarantor with respect to the Notes in accordance with Article 10 of the Indenture, without the consent of the Holders of the Notes;

WHEREAS, the Issuers desire to cause each of the New Guarantors to become a “Guarantor” under the Indenture;

WHEREAS, Section 10.04(6) of the Indenture provides for the automatic release of the Subsidiary Guarantee of a Guarantor at such time as such Guarantor ceases to both (i) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (ii) to be an obligor with respect to any Indebtedness under a Credit Facility;

WHEREAS, Calumet Mexico, LLC, a Delaware limited liability company (“Calumet Mexico”), Calumet Specialty Oils de Mexico, S. de R.L. de C.V., a non-negotiable stock limited liability corporation formed in Mexico (“Calumet Specialty Oils”), and Calumet Specialty Products Canada, ULC, a Canadian unlimited liability corporation (together with Calumet Mexico and Calumet Specialty Oils, the “Former Guarantors”), have each been released as a guarantor of the Notes pursuant to Section 10.04(6) of the Indenture, because each of the Former Guarantors, as of the date hereof (the “Effective Date”) (i) has ceased to guarantee any

1

‌

other Indebtedness of either of the Issuers and any other Guarantor and (ii) is not an obligor with respect to any Indebtedness under a Credit Facility; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Issuers, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE 1

Section 1.01.This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.02.This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors and the Trustee.

ARTICLE 2

Section 2.01From this date, in accordance with Section 4.13 and by executing this Supplemental Indenture, each of the New Guarantors is subject to the provisions of the Indenture as a “Guarantor” thereunder to the extent provided for in Article 10 thereunder.

Section 2.02In accordance with Section 10.04 of the Indenture, the Trustee acknowledges the release of each of the Former Guarantors from the provisions of the Indenture as a “Guarantor” thereunder as of the Effective Date.

ARTICLE 3

Section 3.01.Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 3.02.Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture.  This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force

2

‌

and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.  The Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Issuers and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Supplemental Indenture and makes no representation with respect thereto.  In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee.

Section 3.03.THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.04.The parties hereto may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

[SIGNATURE PAGES FOLLOW]

3

‌

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

ISSUERS:

‌

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

By:Calumet GP, LLC, its general partner

By:/s/ David Lunin​ ​​ ​​ ​​ ​​ ​
Name: David Lunin
Title: Executive Vice President and Chief Financial Officer

Calumet Finance Corp.

By:/s/ David Lunin​ ​​ ​​ ​

Name: David Lunin

Title: Executive Vice President and Chief

Financial Officer

NEW GuarantorS:

Calumet, INC.

By:/s/ David Lunin​ ​​ ​​ ​

Name: David Lunin

Title: Executive Vice President and Chief

Financial Officer

Calumet GP, LLC

By:/s/ David Lunin​ ​​ ​​ ​Name: David Lunin

[Signature Page to Second Supplemental Indenture and Amendment]

‌

Title: Executive Vice President and Chief

Financial Officer

[Signature Page to Second Supplemental Indenture and Amendment]

‌

Existing Guarantors:

Calumet Operating, LLC

Calumet refining, LLC

calumet princeton refining, llc

calumet cotton valley refining, llc

calumet shreveport refining, llc

calumet montana refining, llc

calumet missouri, llc

calumet karns city refining, llc

calumet dickinson refining, llc

calumet branded products, llc

Bel-ray Company, llc

calumet international, inc.

kurlin company, llc

By:  /s/ David Lunin​ ​​ ​​ ​​ ​​ ​
Name: David Lunin

Title:  Executive Vice President and Chief

Financial Officer

[Signature Page to Second Supplemental Indenture and Amendment]

‌

trustee:

Wilmington Trust, NATIONAL ASSOCIATION,

as Trustee

By:  /s/ Jane Schweiger​ ​​ ​​ ​​ ​

Name:Jane Schweiger

Title:Vice President

[Signature Page to Second Supplemental Indenture and Amendment]

‌

Acknowledged by the Former Guarantors as of the date first written above:

Calumet mexico, llc

By: /s/ David Lunin​ ​​ ​

Name: David Lunin

Title: Executive Vice President and Chief

Financial Officer

Calumet SPECIALTY OILS de mexico, S. de R.L. de C.V.

By: /s/ David Lunin​ ​​ ​

Name: David Lunin

Title: Executive Vice President and Chief

Financial Officer

Calumet Specialty products canada, ULC

By: /s/ David Lunin​ ​​ ​

Name: David Lunin

Title: Executive Vice President and Chief

Financial Officer

[Signature Page to Second Supplemental Indenture and Amendment]

EX-4.6

EXHIBIT 4.6

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

CALUMET FINANCE CORP.

and

the Guarantors named herein

______________________________________

8.125% SENIOR NOTES DUE 2027

______________________________________

________________________

FIRST SUPPLEMENTAL INDENTURE

AND AMENDMENT

DATED AS OF SEPTEMBER 24, 2024

TO

INDENTURE

DATED AS OF JANUARY 20, 2022

__________________________

Wilmington Trust, national association

Trustee

__________________________

‌

1

This FIRST SUPPLEMENTAL INDENTURE AND AMENDMENT (this “Supplemental Indenture”), dated as of September 24, 2024, is entered into by and among Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “Company”), Calumet Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), each of the parties identified under the caption “Existing Guarantors” on the signature page hereto (the “Existing Guarantors”), Calumet, Inc., a Delaware corporation (“New Calumet”), Calumet GP, LLC, a Delaware limited liability company (together with New Calumet, the “New Guarantors”), and Wilmington Trust, National Association, a national banking association, as Trustee. The New Guarantors and the Existing Guarantors are collectively referred to herein as the “Guarantors.” Each capitalized term used in this Supplemental Indenture and not defined herein shall have the meaning assigned to such term in the Indenture (as defined below).

RECITALS

WHEREAS, the Issuers, the guarantors named therein and the Trustee entered into an Indenture, dated as of January 20, 2022, as may be amended and supplemented from time to time (as so amended and supplemented, the “Indenture”), which governs $325,000,000 in aggregate principal amount of 8.125% Senior Notes due 2027 issued by the Issuers and outstanding as of the date hereof (the “Notes”);

WHEREAS, Section 9.01(h) of the Indenture provides that the Issuers, the Existing Guarantors and the Trustee may amend or supplement the Indenture to (i) add any additional Guarantor with respect to the Notes or (ii) evidence the release of any Guarantor with respect to the Notes in accordance with Article 10 of the Indenture, without the consent of the Holders of the Notes;

WHEREAS, the Issuers desire to cause each of the New Guarantors to become a “Guarantor” under the Indenture;

WHEREAS, Section 10.04(6) of the Indenture provides for the automatic release of the Subsidiary Guarantee of a Guarantor at such time as such Guarantor ceases to both (i) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (ii) to be an obligor with respect to any Indebtedness under a Credit Facility;

WHEREAS, Calumet Mexico, LLC, a Delaware limited liability company (“Calumet Mexico”), Calumet Specialty Oils de Mexico, S. de R.L. de C.V., a non-negotiable stock limited liability corporation formed in Mexico (“Calumet Specialty Oils”), and Calumet Specialty Products Canada, ULC, a Canadian unlimited liability corporation (together with Calumet Mexico and Calumet Specialty Oils, the “Former Guarantors”), have each been released as a guarantor of the Notes pursuant to Section 10.04(6) of the Indenture, because each of the Former Guarantors, as of the date hereof (the “Effective Date”) (i) has ceased to guarantee any

1

‌

other Indebtedness of either of the Issuers and any other Guarantor and (ii) is not an obligor with respect to any Indebtedness under a Credit Facility; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Issuers, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE 1

Section 1.01.This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.02.This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors and the Trustee.

ARTICLE 2

Section 2.01From this date, in accordance with Section 4.13 and by executing this Supplemental Indenture, each of the New Guarantors is subject to the provisions of the Indenture as a “Guarantor” thereunder to the extent provided for in Article 10 thereunder.

Section 2.02In accordance with Section 10.04 of the Indenture, the Trustee acknowledges the release of each of the Former Guarantors from the provisions of the Indenture as a “Guarantor” thereunder as of the Effective Date.

ARTICLE 3

Section 3.01.Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 3.02.Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture.  This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force

2

‌

and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.  The Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Issuers and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Supplemental Indenture and makes no representation with respect thereto.  In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee.

Section 3.03.THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.04.The parties hereto may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

[SIGNATURE PAGES FOLLOW]

3

‌

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

ISSUERS:

‌

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

By:Calumet GP, LLC, its general partner

By:/s/ David Lunin​ ​​ ​​ ​​ ​​ ​
Name: David Lunin
Title: Executive Vice President and Chief Financial Officer

Calumet Finance Corp.

By:/s/ David Lunin​ ​​ ​​ ​

Name: David Lunin

Title: Executive Vice President and Chief

Financial Officer

NEW GuarantorS:

Calumet, INC.

By:/s/ David Lunin​ ​​ ​​ ​

Name: David Lunin

Title: Executive Vice President and Chief

Financial Officer

Calumet GP, LLC

By:/s/ David Lunin​ ​​ ​​ ​Name: David Lunin

[Signature Page to First Supplemental Indenture and Amendment]

‌

Title: Executive Vice President and Chief

Financial Officer

[Signature Page to First Supplemental Indenture and Amendment]

‌

Existing Guarantors:

Calumet Operating, LLC

Calumet refining, LLC

calumet princeton refining, llc

calumet cotton valley refining, llc

calumet shreveport refining, llc

calumet montana refining, llc

calumet missouri, llc

calumet karns city refining, llc

calumet dickinson refining, llc

calumet branded products, llc

Bel-ray Company, llc

calumet international, inc.

kurlin company, llc

By:  /s/ David Lunin​ ​​ ​​ ​​ ​​ ​
Name: David Lunin

Title:  Executive Vice President and Chief

Financial Officer

[Signature Page to First Supplemental Indenture and Amendment]

‌

trustee:

Wilmington Trust, NATIONAL ASSOCIATION,

as Trustee

By:  /s/ Jane Schweiger​ ​​ ​​ ​​ ​

Name:Jane Schweiger

Title:Vice President

[Signature Page to First Supplemental Indenture and Amendment]

‌

Acknowledged by the Former Guarantors as of the date first written above:

Calumet mexico, llc

By: /s/ David Lunin​ ​​ ​

Name: David Lunin

Title: Executive Vice President and Chief

Financial Officer

Calumet SPECIALTY OILS de mexico, S. de R.L. de C.V.

By: /s/ David Lunin​ ​​ ​

Name: David Lunin

Title: Executive Vice President and Chief

Financial Officer

Calumet Specialty products canada, ULC

By: /s/ David Lunin​ ​​ ​

Name: David Lunin

Title: Executive Vice President and Chief

Financial Officer

[Signature Page to First Supplemental Indenture and Amendment]

EX-4.7

EXHIBIT 4.7

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

CALUMET FINANCE CORP.

and

the Guarantors named herein

______________________________________

9.75% SENIOR NOTES DUE 2028

______________________________________

________________________

FIRST SUPPLEMENTAL INDENTURE

AND AMENDMENT

DATED AS OF SEPTEMBER 24, 2024

TO

INDENTURE

DATED AS OF JUNE 27, 2023

__________________________

Wilmington Trust, national association

Trustee

__________________________

‌

1

This FIRST SUPPLEMENTAL INDENTURE AND AMENDMENT (this “Supplemental Indenture”), dated as of September 24, 2024, is entered into by and among Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “Company”), Calumet Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), each of the parties identified under the caption “Existing Guarantors” on the signature page hereto (the “Existing Guarantors”), Calumet, Inc., a Delaware corporation (“New Calumet”), Calumet GP, LLC, a Delaware limited liability company (together with New Calumet, the “New Guarantors”), and Wilmington Trust, National Association, a national banking association, as Trustee. The New Guarantors and the Existing Guarantors are collectively referred to herein as the “Guarantors.” Each capitalized term used in this Supplemental Indenture and not defined herein shall have the meaning assigned to such term in the Indenture (as defined below).

RECITALS

WHEREAS, the Issuers, the guarantors named therein and the Trustee entered into an Indenture, dated as of June 27, 2023, as may be amended and supplemented from time to time (as so amended and supplemented, the “Indenture”), which governs $325,000,000 in aggregate principal amount of 9.75% Senior Notes due 2028 issued by the Issuers and outstanding as of the date hereof (the “Notes”);

WHEREAS, Section 9.01(h) of the Indenture provides that the Issuers, the Existing Guarantors and the Trustee may amend or supplement the Indenture to (i) add any additional Guarantor with respect to the Notes or (ii) evidence the release of any Guarantor with respect to the Notes in accordance with Article 10 of the Indenture, without the consent of the Holders of the Notes;

WHEREAS, the Issuers desire to cause each of the New Guarantors to become a “Guarantor” under the Indenture;

WHEREAS, Section 10.04(6) of the Indenture provides for the automatic release of the Subsidiary Guarantee of a Guarantor at such time as such Guarantor ceases to both (i) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (ii) to be an obligor with respect to any Indebtedness under a Credit Facility;

WHEREAS, Calumet Mexico, LLC, a Delaware limited liability company (“Calumet Mexico”), Calumet Specialty Oils de Mexico, S. de R.L. de C.V., a non-negotiable stock limited liability corporation formed in Mexico (“Calumet Specialty Oils”), and Calumet Specialty Products Canada, ULC, a Canadian unlimited liability corporation (together with Calumet Mexico and Calumet Specialty Oils, the “Former Guarantors”), have each been released as a guarantor of the Notes pursuant to Section 10.04(6) of the Indenture, because each of the Former Guarantors, as of the date hereof (the “Effective Date”) (i) has ceased to guarantee any

1

‌

other Indebtedness of either of the Issuers and any other Guarantor and (ii) is not an obligor with respect to any Indebtedness under a Credit Facility; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Issuers, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE 1

Section 1.01.This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.02.This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors and the Trustee.

ARTICLE 2

Section 2.01From this date, in accordance with Section 4.13 and by executing this Supplemental Indenture, each of the New Guarantors is subject to the provisions of the Indenture as a “Guarantor” thereunder to the extent provided for in Article 10 thereunder.

Section 2.02In accordance with Section 10.04 of the Indenture, the Trustee acknowledges the release of each of the Former Guarantors from the provisions of the Indenture as a “Guarantor” thereunder as of the Effective Date.

ARTICLE 3

Section 3.01.Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 3.02.Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture.  This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force

2

‌

and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.  The Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Issuers and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Supplemental Indenture and makes no representation with respect thereto.  In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee.

Section 3.03.THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.04.The parties hereto may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

[SIGNATURE PAGES FOLLOW]

3

‌

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

ISSUERS:

‌

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

By:Calumet GP, LLC, its general partner

By:/s/ David Lunin​ ​​ ​​ ​​ ​​ ​
Name: David Lunin
Title: Executive Vice President and Chief Financial Officer

Calumet Finance Corp.

By:/s/ David Lunin​ ​​ ​​ ​

Name: David Lunin

Title: Executive Vice President and Chief

Financial Officer

NEW GuarantorS:

Calumet, INC.

By:/s/ David Lunin​ ​​ ​​ ​

Name: David Lunin

Title: Executive Vice President and Chief

Financial Officer

Calumet GP, LLC

By:/s/ David Lunin​ ​​ ​​ ​Name: David Lunin

[Signature Page to First Supplemental Indenture and Amendment]

‌

Title: Executive Vice President and Chief

Financial Officer

[Signature Page to First Supplemental Indenture and Amendment]

‌

Existing Guarantors:

Calumet Operating, LLC

Calumet refining, LLC

calumet princeton refining, llc

calumet cotton valley refining, llc

calumet shreveport refining, llc

calumet montana refining, llc

calumet missouri, llc

calumet karns city refining, llc

calumet dickinson refining, llc

calumet branded products, llc

Bel-ray Company, llc

calumet international, inc.

kurlin company, llc

By:  /s/ David Lunin​ ​​ ​​ ​​ ​​ ​
Name: David Lunin

Title:  Executive Vice President and Chief

Financial Officer

[Signature Page to First Supplemental Indenture and Amendment]

‌

trustee:

Wilmington Trust, NATIONAL ASSOCIATION,

as Trustee

By:  /s/ Jane Schweiger​ ​​ ​​ ​​ ​

Name:Jane Schweiger

Title:Vice President

[Signature Page to First Supplemental Indenture and Amendment]

‌

Acknowledged by the Former Guarantors as of the date first written above:

Calumet mexico, llc

By: /s/ David Lunin​ ​​ ​

Name: David Lunin

Title: Executive Vice President and Chief

Financial Officer

Calumet SPECIALTY OILS de mexico, S. de R.L. de C.V.

By: /s/ David Lunin​ ​​ ​

Name: David Lunin

Title: Executive Vice President and Chief

Financial Officer

Calumet Specialty products canada, ULC

By: /s/ David Lunin​ ​​ ​

Name: David Lunin

Title: Executive Vice President and Chief

Financial Officer

[Signature Page to First Supplemental Indenture and Amendment]

EX-4.8

EXHIBIT 4.8

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

CALUMET FINANCE CORP.

and

the Guarantors named herein

______________________________________

9.25% SENIOR SECURED FIRST LIEN NOTES DUE 2029

______________________________________

________________________

FIRST SUPPLEMENTAL INDENTURE

AND AMENDMENT

DATED AS OF SEPTEMBER 24, 2024

TO

INDENTURE

DATED AS OF MARCH 7, 2024

__________________________

Wilmington Trust, national association

Trustee

__________________________

‌

1

This FIRST SUPPLEMENTAL INDENTURE AND AMENDMENT (this “Supplemental Indenture”), dated as of September 24, 2024, is entered into by and among Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “Company”), Calumet Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), each of the parties identified under the caption “Existing Guarantors” on the signature page hereto (the “Existing Guarantors”), Calumet, Inc., a Delaware corporation (“New Calumet”), Calumet GP, LLC, a Delaware limited liability company (together with New Calumet, the “New Guarantors”), and Wilmington Trust, National Association, a national banking association, as Trustee. The New Guarantors and the Existing Guarantors are collectively referred to herein as the “Guarantors.” Each capitalized term used in this Supplemental Indenture and not defined herein shall have the meaning assigned to such term in the Indenture (as defined below).

RECITALS

WHEREAS, the Issuers, the guarantors named therein and the Trustee entered into an Indenture, dated as of March 7, 2024, as may be amended and supplemented from time to time (as so amended and supplemented, the “Indenture”), which governs $[200,000,000] in aggregate principal amount of 9.25% Senior Secured First Lien Notes due 2029 issued by the Issuers and outstanding as of the date hereof (the “Notes”);

WHEREAS, Section 9.01(g) of the Indenture provides that the Issuers, the Existing Guarantors and the Trustee may amend or supplement the Indenture to (i) add any additional Guarantor with respect to the Notes or (ii) evidence the release of any Guarantor with respect to the Notes in accordance with Article 10 of the Indenture, without the consent of the Holders of the Notes;

WHEREAS, the Issuers desire to cause each of the New Guarantors to become a “Guarantor” under the Indenture;

WHEREAS, Section 10.04(6) of the Indenture provides for the automatic release of the Subsidiary Guarantee of a Guarantor at such time as such Guarantor ceases to both (i) guarantee any other Indebtedness of either of the Issuers and any other Guarantor and (ii) to be an obligor with respect to any Indebtedness under a Credit Facility;

WHEREAS, Calumet Mexico, LLC, a Delaware limited liability company (“Calumet Mexico”), Calumet Specialty Oils de Mexico, S. de R.L. de C.V., a non-negotiable stock limited liability corporation formed in Mexico (“Calumet Specialty Oils”), and Calumet Specialty Products Canada, ULC, a Canadian unlimited liability corporation (together with Calumet Mexico and Calumet Specialty Oils, the “Former Guarantors”), have each been released as a guarantor of the Notes pursuant to Section 10.04(6) of the Indenture, because each of the Former Guarantors, as of the date hereof (the “Effective Date”) (i) has ceased to guarantee any

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other Indebtedness of either of the Issuers and any other Guarantor and (ii) is not an obligor with respect to any Indebtedness under a Credit Facility; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Issuers, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE 1

Section 1.01.This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.02.This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors and the Trustee.

ARTICLE 2

Section 2.01From this date, in accordance with Section 4.13 and by executing this Supplemental Indenture, each of the New Guarantors is subject to the provisions of the Indenture as a “Guarantor” thereunder to the extent provided for in Article 10 thereunder.

Section 2.02In accordance with Section 10.04 of the Indenture, the Trustee acknowledges the release of each of the Former Guarantors from the provisions of the Indenture as a “Guarantor” thereunder as of the Effective Date.

ARTICLE 3

Section 3.01.Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 3.02.Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture.  This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force

2

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and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.  The Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Issuers and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Supplemental Indenture and makes no representation with respect thereto.  In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee.

Section 3.03.THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.04.The parties hereto may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

ISSUERS:

‌

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

By:Calumet GP, LLC, its general partner

By:/s/ David Lunin​ ​​ ​​ ​​ ​​ ​
Name: David Lunin
Title: Executive Vice President and Chief Financial Officer

Calumet Finance Corp.

By:/s/ David Lunin​ ​​ ​​ ​

Name: David Lunin

Title: Executive Vice President and Chief

Financial Officer

NEW GuarantorS:

Calumet, INC.

By:/s/ David Lunin​ ​​ ​​ ​

Name: David Lunin

Title: Executive Vice President and Chief

Financial Officer

Calumet GP, LLC

By:/s/ David Lunin​ ​​ ​​ ​Name: David Lunin

[Signature Page to First Supplemental Indenture and Amendment]

‌

Title: Executive Vice President and Chief

Financial Officer

[Signature Page to First Supplemental Indenture and Amendment]

‌

Existing Guarantors:

Calumet Operating, LLC

Calumet refining, LLC

calumet princeton refining, llc

calumet cotton valley refining, llc

calumet shreveport refining, llc

calumet montana refining, llc

calumet missouri, llc

calumet karns city refining, llc

calumet dickinson refining, llc

calumet branded products, llc

Bel-ray Company, llc

calumet international, inc.

kurlin company, llc

By:  /s/ David Lunin​ ​​ ​​ ​​ ​​ ​
Name: David Lunin

Title:  Executive Vice President and Chief

Financial Officer

[Signature Page to First Supplemental Indenture and Amendment]

‌

trustee:

Wilmington Trust, NATIONAL ASSOCIATION,

as Trustee

By:  /s/ Jane Schweiger​ ​​ ​​ ​​ ​

Name:Jane Schweiger

Title:Vice President

[Signature Page to First Supplemental Indenture and Amendment]

‌

Acknowledged by the Former Guarantors as of the date first written above:

Calumet mexico, llc

By: /s/ David Lunin​ ​​ ​

Name: David Lunin

Title: Executive Vice President and Chief

Financial Officer

Calumet SPECIALTY OILS de mexico, S. de R.L. de C.V.

By: /s/ David Lunin​ ​​ ​

Name: David Lunin

Title: Executive Vice President and Chief

Financial Officer

Calumet Specialty products canada, ULC

By: /s/ David Lunin​ ​​ ​

Name: David Lunin

Title: Executive Vice President and Chief

Financial Officer

[Signature Page to First Supplemental Indenture and Amendment]

EX-10.3

EXHIBIT 10.3

FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

ThisFIFTHAMENDMENTTOTHIRDAMENDEDANDRESTATEDCREDIT

AGREEMENT (this“Amendment”)isdatedasofJuly10,2024andisexecutedbyandamongCALUMET, INC., a Delaware corporation (“Parent”), CALUMET SPECIALTY PRODUCTS PARTNERS, L.P., a Delawarelimitedpartnership(“CSPP”),theSubsidiariesofParentlistedas“Borrowers”onthesignaturepages hereto (together with Parent and CSPP, collectively, “Borrowers” and each individually a “Borrower”), the Lenders party hereto and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).

RE CIT AL S:

A.Borrowers,Guarantors(ifany), LendersandAgentarepartiestothat certain ThirdAmended andRestatedCreditAgreementdatedasofFebruary23,2018(asamendedandineffectonthedatehereofand asfurtheramendedorotherwisemodifiedfromtimetotime,includinggivingeffecttotheamendmentsetforth in Section 1below,the“Credit Agreement”;capitalizedtermsusedinthisAmendment nototherwisedefined herein shall have the respective meanings given thereto in the Credit Agreement).

B.CSPPenteredintothatcertainPartnershipRestructuringAgreementdatedNovember9,2023 (as amended by the First Amendment to Partnership Restructuring Agreement dated February 9, 2024), with CalumetGP,LLC,thegeneralpartnerofCSPP(“Calumet GP”),TheHeritageGroupandtheotherownersof Calumet GP (collectively, the “Sponsor Parties”) to effectuate a corporate transition of CSPP to Parent that would result in CSPP and Calumet GP becoming subsidiaries of Parent (the “Conversion”).

C.Inconnectiontherewith,ParentandCSPPenteredintoaConversionAgreement onFebruary 9,2024(asamendedbytheFirstAmendmenttoConversionAgreementdatedApril17,2024,the“Conversion Agreement”)withCalumetMergerSubILLC,awhollyownedsubsidiaryofParent(“Merger Sub I”),Calumet Merger Sub II LLC, a wholly owned subsidiary of Parent (“Merger Sub II”), Calumet GP (Calumet GP, togetherwithParent,arehereinreferredtoasthe“Additional Obligors”)andtheSponsorPartiestoeffectuate theConversion.UpontheconsummationofthetermsoftheConversion,MergerSubIandMergerSubIIwill be merged out of existence.

D.Borrowers,Guarantors(ifany),theLenderspartyheretoandAgentdesiretoamendtheCredit Agreementto,amongotherthings,reflecttheadditionoftheAdditionalObligorsasborrowersthereunderand grantorsofsecurityinterestsintheirrespectiveassetsthatconstituteCollateraltosecuretheobligationsunder the Credit Documents, and to transition certain responsibilities from CSPP to Parent, including to designate Parent as the successor Borrower Agent, in each case, subject to the satisfaction of various requirements and on the terms and conditions contained in this Amendment.

NOW, THEREFORE,inconsiderationofthepremisesandfurthervaluableconsideration,thereceipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Amendment to the Credit Agreement.TheCreditAgreementandSchedules7.4,8.1.13(a), 8.1.13(b), 8.1.19(c) and 8.1.19(d) thereto are, effective as of the Effective Date (as defined below), hereby amendedtodeletethestrickentext(indicatedtextuallyinthesamemannerasthefollowingexample: strickentext)andto add the double-underlinedtext (indicatedtextually in the samemanner asthe followingexample: double-underlined text), each as set forth in the pages of a conformed copy of the Credit Agreement and Schedules 7.4, 8.1.13(a), 8.1.13(b), 8.1.19(c) and 8.1.19(d) thereto attached as Annex A hereto.

AMERICAS/202460145.2

2.Effectiveness; Conditions Precedent.The amendments contained herein shall only be effective upon the receipt by Agent of the following documents or instruments in form and substance reasonably acceptable to Agent (such date, the “Effective Date”):

(a)executed counterparts of this Amendment executed by all Borrowers, all Guarantors (if any), Agent and the Required Lenders;

(b) [reserved];

(c)executedcounterpartsofaRevolverNoteandFILONoteexecutedbyeachAdditional ObligorinfavorofeachLenderrequestingaRevolverNoteorFILONote(collectively,the“Notes”);

(d)executed counterparts of a joinder to each of the Security Agreement, Hedge IntercreditorAgreementandIPLicense(togetherwiththeNotes,the“Additional Credit Documents”), in each case, executed by each Additional Obligor and Agent;

(e)certified (i) resolutions of the board of directors or other applicable governing body of each Borrower and Guarantor (if any) which authorize the execution, delivery and performance of thisAmendmentandtheAdditionalCreditDocumentsbyallBorrowersandGuarantors(ifany)party theretoandthatevidencetheidentity,authorityandcapacityofeachSeniorOfficerofeachAdditional Obligor authorized to act as a Senior Officer in connection with this Amendment, the Credit Agreement and the other Credit Documents to which such Additional Obligor is a party (and Agent mayrelyonsuchcertificatesuntilotherwisenotifiedbytheapplicable AdditionalObligorinwriting) and(ii)copiesoftheOrganizationDocumentsofeachBorrowerandGuarantorcertifiedtobetrueand complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of suchObligor to betrue and correct as of the Effective Date; providedthat, with respect to each Borrower (other than any Additional Obligor), if applicable, a certification by the secretaryoranassistantsecretaryofCSPPorCalumetGPcertifyingthattheOrganizationDocuments of each such Borrower and Guarantor delivered pursuant to the conditions precedent set forth in the FourthAmendmentaretrue,correctandcompleteandthattherearenoamendmentsormodifications thereto as of the Effective Date shall satisfy this clause (c)(ii) with respect to such Borrowers;

(f)a legal opinion of Norton Rose Fulbright US LLP, counsel for Obligors, dated as of the Effective Date, in form and substance reasonable satisfactory to Agent;

(g) theConversionDateshallhave occurred;

(h)a certificate or certificates executed by a Senior Officer of each Borrower as of the Effective Date, stating that the Conversion Date has occurred and that the representations and warranties in Section 3(a) and Section 3(b) are true and correct as of the Effective Date;

(i)AgentandLendersshallhavereceivedalldocumentationreasonablyrequestedbythe AgentoranyLenderforpurposesofcomplyingwithapplicable“knowyourcustomer”andanti-money launderingrulesandregulations,includingaBeneficialOwnershipCertificationofParent,allofwhich shall be true and correct in all respects as of the Effective Date;

(j)Agentshallhavereceived(i)searches asofarecentdatepriortotheEffectiveDateof UCC,judgmentlien,taxlienandlitigationliensearchreportsinthejurisdictionofthechiefexecutive office of each Additional Obligor and each jurisdiction where any of their respective Collateral is located or where a filing would need to be made in order to perfect Agent’s security interest in their respectiveCollateral,copiesofthefinancingstatementsandliensonfileinsuchjurisdictionsand

AMERICAS/202460145.2

2

evidencethatnoLiensexistthereonotherthanPermittedLiensand(ii)UCCfinancingstatementsfor each appropriate jurisdiction as is necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in such Collateral;

(k) [reserved];

(l)Borrowers shall have paid all reasonable out-of-pocket costs and expenses of Agent (including the reasonable fees and expenses of counsel (including each local counsel) for Agent) to the extent that the Borrower has received an invoice therefor at least two Business Days prior to the Effective Date (without prejudice to any post-closing settlement of such fees, costs and expenses to the extent not so invoiced);

(m)(i) the Representations and Warranties in Section 3(a) and Section 3(b) shall be true and correct as of the Effective Date, (ii) the Additional Credit Documents have been duly executed and delivered on behalf of each Borrower party thereto; and (iii) the Additional Credit Documents constitute a legal, valid and binding obligation of each Borrower party thereto, enforceable against it in accordance with its terms except as enforceability may be limited by applicable Insolvency Proceeding; and

(n)Agent shall have received such documentation and other information as has been reasonablyrequestedbyAgentinconnectionwiththisAmendmentandthetransactionscontemplated hereby.

WithoutlimitingthegeneralityoftheprovisionsofSection 11.3oftheCreditAgreement,for purposesofdeterminingcompliancewiththeconditionsspecifiedinthisSection 2,eachLenderthathassigned this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have received notice from such Lender prior to the Effective Date specifying its objection thereto.

3.Representations and Warranties.In order to induce Agent and Lenders to enter into this Amendment, each of the Obligors represents and warrants to Agent and Lenders as follows:

(a)all representations and warranties relating to such Obligor contained in the Credit Agreement (other than Section 8.1.6(a) thereof with respect solely to the Calumet Montana ECP ConstructionLien)oranyotherCreditDocumentaretrueandcorrectasofthedatehereofasifmade againon andas of the datehereof (exceptto the extentthat such representations and warranties were expressly limited to another specific date, in which case they are true and correct as of such specific date);

(b)both immediately prior and immediately after giving effect to this Amendment, no Default or Event of Default exists;

(c)suchObligorpartytheretohasallrequisitecorporateorotherorganizationalpowerand authority(asapplicable)toexecuteanddeliverthisAmendmentandtheAdditionalCreditDocuments;

(d)theexecution,deliveryandperformanceofthisAmendmentandtheAdditionalCredit Documents by such Obligor and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other organizational action, do not requirethe approval, consent, exemption, authorization or other action by, or notice to orfiling with, any Governmental Authority or any other Personin order to be effectiveand enforceable,and do not andwillnot violate or result in any breachor contravention of any Senior Notes Indenture or other

AMERICAS/202460145.2

3

materialContractualObligationtowhichsuchObligorisapartyorsubject,anyOrganization Document of such Obligor or any Applicable Law;

(e)this Amendment and the Additional Credit Documents have been duly executed and delivered on behalf of each Borrower party hereto; and

(f)this Amendment and the Additional Credit Documents constitute a legal, valid and binding obligation of eachBorrower partyhereto, enforceable against it in accordance withits terms exceptasenforceabilitymaybelimitedbyapplicableInsolvencyProceedingandbygeneralequitable principles (whether enforcement is sought by proceedings in equity or at law).

4.Reaffirmation.By its execution hereof, each Obligor expressly (a) consents to the amendments and modifications to the Credit Agreement effected hereby, (b) confirms and agrees that, notwithstandingthe effectiveness of this Amendment,each Credit Document towhich it is a partyis, and the obligations of such Obligor contained in the Credit Agreement, if any, or in any other Credit Documents to which it is a party (in eachcase, as amended andmodified by this Amendment), are and shall continue to be, in full force and effect andare hereby ratified and confirmedin all respects,(c) affirmsthat each ofthe Liens andsecurityinterestsgrantedbysuchObligorinorpursuanttotheCreditDocumentsarevalidandsubsisting and (d) agrees that this Amendment shall in no manner impair or otherwise adversely affect any of the Liens and security interests granted in or pursuant to the Credit Documents.

5. Joinder of Additional Obligors.

(a)As of the Effective Date, each Additional Obligor hereby accepts and assumes all of theduties,obligationsandliabilitiesofaBorrowerin,toandundertheCreditAgreement,asamended bytheAmendment,andeachotherCreditDocument,tothesameextentasifsuchAdditionalObligor had executed the Credit Agreement and each such Credit Document as a Borrower. Each Additional Obligor hereby ratifies, as of the date hereof, and agrees to be bound by the terms and provisions of theCreditAgreement,asamendedbytheAmendment,andeachotherCreditDocumenttowhichitis a party in its capacity as a Borrower, and accepts all of the rights, interests, duties, obligations and liabilities in its capacity as a Borrower thereunder.

(b)Without limiting the generality of the foregoing paragraph, each Additional Obligor hereby (i) agrees to be bound by the covenants set forth in the Credit Agreement, as amended by the Amendment, and each other Credit Document to which it is a party and (ii) promises to pay to the LendersandtheAgentallObligationsoutstandingat,orincurredatanytimeasprovidedintheCredit Agreement, as amended by the Amendment, and each other Credit Document.

6.Post-Closing Items.Within30days(orsuchlongerperiodasmaybeagreedtobytheAgent in its sole discretion) after the Effective Date, Agent shall have received copies of insurance policies and certificates of insurance of each Additional Obligor, in each case, meeting the requirements of Section 9.1.7 of the Credit Agreement.

7.Entire Agreement.This Amendment, the Credit Agreement (including giving effect to the amendment set forth in Section 1 above), and the other Credit Documents (collectively, the “Relevant Documents”), set forth the entire understanding and agreement of the parties hereto in relation to the subject matterhereofandsupersedesanypriornegotiationsandagreementsamongthepartiesrelatingtosuchsubject matter.No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representationorwarranty.Eachofthepartiesheretoacknowledgesthat,exceptasotherwiseexpresslystated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to any other party in relation to the subject matter hereof or thereof.None of the terms or

AMERICAS/202460145.2

4

conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 13.1 of the Credit Agreement.

8.Full Force and Effect of Credit Agreement.This Amendment and the Additional Credit DocumentsareeachaCreditDocument.Exceptasexpresslymodifiedhereby,alltermsandprovisionsofthe CreditAgreementandallotherCreditDocumentsremaininfullforceandeffectandnothingcontainedinthis Amendment shall in any way impair the validity or enforceability of the Credit Agreement or the Credit Documents, or alter, waive, annul, vary, affect, or impair any provisions, conditions, or covenants contained therein or any rights, powers, or remedies granted therein.

9.Counterparts.This Amendment may be executed in counterparts (and by different parties heretoindifferentcounterparts),eachofwhichshallconstituteanoriginal,butallofwhichwhentakentogether shall constitute a single contract.Delivery of a signature page of this Amendment by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of such agreement.Any electronicsignature,contractformationonanelectronicplatformandelectronicrecord-keepingshallhavethe samelegalvalidityandenforceabilityasamanuallyexecutedsignatureoruseofapaper-basedrecordkeeping systemtothefullestextentpermittedbyApplicableLaw,includingtheFederalElectronicSignaturesinGlobal and National Commerce Act,theNewYorkStateElectronicSignaturesandRecordsAct,or anysimilarstate law based on the Uniform Electronic Transactions Act.

10.Governing Law; Jurisdiction; Waiver of Jury Trial.THIS AMENDMENT AND ANY CLAIMS,CONTROVERSY,DISPUTEORCAUSEOFACTION(WHETHERINCONTRACTORTORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCEWITH,THELAWOFTHESTATEOFNEWYORK.Sections 13.13,13.14and13.15

oftheCreditAgreementareherebyincorporatedhereinbythisreference.

11.Severability.If any provision of this Amendment is held to be illegal, invalid or unenforceable,(a)thelegality,validityandenforceabilityoftheremainingprovisionsofthisAmendmentand theotherCreditDocumentsshallnotbeaffectedorimpairedtherebyand(b)thepartiesshallendeavoringood faith negotiations to replace the illegal, invalid or unenforceable provisions with legal, valid and enforceable provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceableprovisions.Theinvalidityofaprovisioninaparticularjurisdictionshallnotinvalidateorrender unenforceable such provision in any other jurisdiction.

12.References.All references to the “Credit Agreement” in the Credit Documents shall mean the Credit Agreement giving effect to the amendments contained in this Amendment.

13.Successors and Assigns.This Amendment shall be binding upon and inureto the benefit of Obligors, Agent and Secured Parties and their respective successors and assigns, except that (a) no Obligor shall have the right to assign its rights or delegate its obligations under any Credit Documents, and (b) any assignment by a Lender must be made in compliance with Section 12.3 of the Credit Agreement.

[Signature pages follow.]

AMERICAS/202460145.2

5

IN WITNESS WHEREOF, the parties hereto havecaused this Amendmentto be made, executed anddeliveredbytheir dulyauthorizedofficers as of the day andyear first abovewritten.

BORROWERS:

CALUMET, INC.

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

CALUMET GP, LLC

By:CalumetInc.,its solemember

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

FIFTHAMENDMENTTOTHIRDAMENDED ANDRESTATEDCREDITAGREEMENT-SignaturePage

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

By:CalumetGP,LLC,its generalpartner

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

CALUMET OPERATING, LLC

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

CALUMET FINANCE CORP.

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

CALUMET INTERNATIONAL, INC.

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

FIFTHAMENDMENTTOTHIRDAMENDEDANDRESTATEDCREDITAGREEMENT-SignaturePage

KURLIN COMPANY, LLC

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

CALUMET BRANDED PRODUCTS, LLC

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

BEL-RAY COMPANY, LLC

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

FIFTHAMENDMENTTOTHIRDAMENDEDANDRESTATEDCREDITAGREEMENT-SignaturePage

CALUMET REFINING, LLC

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

CALUMET PRINCETON REFINING, LLC CALUMET COTTON VALLEY REFINING, LLC CALUMET SHREVEPORT REFINING, LLC CALUMET MONTANA REFINING, LLC CALUMET MISSOURI, LLC

CALUMET KARNS CITY REFINING, LLC CALUMET DICKINSON REFINING, LLC

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

FIFTHAMENDMENTTOTHIRDAMENDEDANDRESTATEDCREDITAGREEMENT-SignaturePage

AGENT AND LENDERS:BANK OF AMERJCA, N.A.,

asAgent,aLenderandanIssuing Bank

By: /s/ Mark Porter

Name: Mark Porter

Title: SVP

FTFTHAMENDMENTTOTHIRDAMENDEDANDRESTATEDCREDITAGREEMENT-SignaturePage

WELLS FARGO BANK, NATIONAL ASSOCIATION,

asaLender

By: /s/ Barry Felker

Name: Barry Felker

Title: Authorized Signatory

10S.WackerDrive,15thFloor Chicago, IL 60606

Attention: Barry.Felker@wellsfargo.comDirect: 312-739-2211

FIFTH AMENDMENTTOTHIRD AMENDEDANDRESTATEDCREDITAGREEMENT-SignaturePage

BARCLAYS BANK PLC,

asaLender

By: /s/ Sydney G. Dennis

Name: Sydney G. Dennis

Title: Director

745SeventhAvenue,8thFloor New York, NY 10019

Attention: nadiasid.hussain@barclays.comTelephone: (630) 207-0696

FIFTHAMENDMENTTOTHIRDAMENDEDANDRESTATEDCREDITAGREEMENT-SignaturePage

REGIONS BANK,

asa Lender

By: /s/ Darius Sutrinaitis

Name: Darius Sutrinaitis

Title: Managing Director

FIFTHAMENDMENTTOTHIRDAMENDEDANDRESTATEDCREDITAGREEMENT–SignaturePage

EX-10.4

EXHIBIT 10.4

OMNIBUS AMENDMENT AGREEMENT

This OMNIBUS AMENDMENT AGREEMENT (this “Omnibus AmendmentAgreement”)isenteredintoasofJuly10,2024,byandamongJ.Aron&CompanyLLC,alimited liability company organized under the laws of the State of New York (“Aron”), Calumet Shreveport Refining, LLC, a Delaware limited liability company (the “Company”), Calumet Refining, LLC, a Delaware limited liability company (“Calumet Refining”), Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “MLP Parent”) and Calumet, Inc., a Delawarecorporation(“Calumet Parent”,andtogetherwiththeCompany,CalumetRefining,and MLP Parent, collectively, the “Transaction Parties”) (each of the Transaction Parties and Aron referred to individually as a “Party” or collectively as the “Parties”).

WHEREAS, Aron, the Company, Calumet Refining and MLP Parent entered into that certain (a) Monetization Master Agreement, dated as of January 17, 2024 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Monetization MasterAgreement”),(b) FinancingAgreement,dated as of January 17,2024(asamended,amendedand restated, supplemented or otherwise modified from time to time), (c) Supply and Offtake Agreement, dated as of January 17, 2024 (as amended, amended and restated, supplemented or otherwise modified from time to time) and (d) Security Agreement, dated as of January 17, 2024 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”);

WHEREAS,MLPParententeredthatcertainPartnershipRestructuringAgreement,dated asofNovember9,2023(asamendedbythatcertainFirstAmendmenttoPartnershipRestructuring Agreement, dated as of February 9, 2024), with Calumet GP, LLC, the general partner of MLP Parent (“Calumet GP”), The Heritage Group and the other owners of Calumet GP (collectively, the “Sponsor Parties”) to effectuate a corporate transition of MLP Parent to Calumet Parent that would result in MLP Parent and Calumet GP becoming subsidiaries of Calumet Parent (the “Conversion”);

WHEREAS,inconnectionwiththeConversion,CalumetParentandMLPParententered intothatcertainConversionAgreement,datedasofFebruary9,2024(asamendedbythatcertain First Amendment to Conversion Agreement, dated as of April 17, 2024, the “ConversionAgreement”) with Calumet Merger Sub I LLC, a wholly owned subsidiary of Calumet Parent (“Merger Sub I”), Calumet Merger Sub II LLC, a wholly owned subsidiary of Calumet Parent (“Merger Sub II”),CalumetGP andtheotherSponsorPartiestoeffectuatetheConversion.Upon theconsummationofthetermsoftheConversion,MergerSubIandMergerSubIIwillbemerged out of existence;

WHEREAS, in connection with the forgoing and pursuant to (a) Section 27.2 of the MonetizationMasterAgreement,Aron,theCompany,CalumetRefiningandMLPParentwishto make certain amendments to the Monetization Master Agreement and (b) Section 10.6 of the SecurityAgreement,Aron,theCompanyandCalumetRefiningwithtomakecertainamendments to the Security Agreement.

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NOW, THEREFORE, in consideration of the premises and the mutual undertakings containedhereinandothervaluableconsideration,thereceiptandsufficiencyofwhicharehereby acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned thereto in Annex I to the Monetization Master Agreement (as amended by this Omnibus Amendment Agreement).

2. AMENDMENTS TO THE MONETIZATION MASTER AGREEMENT AND

SECURITY AGREEMENT. Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, effective as of the Omnibus Amendment Effective Date, the Parties hereby agree that each of the Monetization Master Agreement and the Security Agreement is hereby amended as follows:

(a) Amendments to the Monetization Master Agreement. The Monetization Master Agreement shall be amended (i) to delete the stricken text (indicated textually in the same manner as the following example:stricken text) and to add the double-underlined text (indicated textually in the same manner as the followingexample:double-underlined text)assetforthintheformattachedas Exhibit Aheretoand(ii)deletingExhibitIItheretoinitsentiretyandreplacing it with the Exhibit II attached as Exhibit B hereto.

(b) Amendments to Annex I to the Monetization Master Agreement. Annex I to the Monetization Master Agreement shall be amended to delete the stricken text(indicatedtextuallyinthesamemannerasthefollowingexample:strickentext) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the form attached as Exhibit C hereto.

(c) Amendment to the Security Agreement.

(i)Section2.1(b)oftheSecurityAgreementisamendedandrestatedin its entirety as follows:

“(b)Notwithstanding anything to the contrary herein or in any other Transaction Document (other than the Intercreditor Agreement) (i) subject to clause (ii) below, any and all assets or property sold, conveyed, transferred, assigned or otherwise disposed of by any Grantor to the extent permitted by the terms of the Transaction Documents shall be free of the security interests granted and created herein upon, from and after such sale, conveyance, transfer, assignment or other disposition, provided, however, that, except as expressly provided in clause (ii) below, security interests granted and created herein shall continue in any Proceeds of such sale, conveyance, transfer, assignment or other disposition and (ii) at all times prior to the earliest to occur of (A) an Event of Default pursuant to Section 16.1(a)(i) of the Monetization Master Agreement, (B) the occurrence of an Early Termination Date under the Monetization Master Agreement,(C)theoccurrence ofanS&OEarlyTerminationDateunder theSupplyandOfftake

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Agreement and (D) the time at which any Company Entity becomes subject to an Insolvency or Liquidation Proceeding or is otherwise Bankrupt, and, with respect to each of the occurrences in theforegoing clauses (A) through(D)(otherthanin thecaseofafiling ofapetition by oragainst anyoftheCalumetParent,MLPParent,oranyTransactionPartyundertheBankruptcyCode),for which Aron has provided written notice to the Agent (as defined in the Intercreditor Agreement) in accordance with the Intercreditor Agreement, Aron agrees that its security interest in all Proceeds of any Collateral, other than any insurance Proceeds and all identifiable cash Proceeds ofsuch insuranceProceeds, or,to the extent constituting Collateral, any J. Aron Propertysold by any Grantor entirely or substantially in accordance with the terms of the Transaction Documents shall be automatically and irrevocably released (for the avoidance of doubt, without any further actionbyAron)fromthesecurityinterestgrantedhereunderandshallthereafternolongerbepart of the “Collateral” upon the sale of such Collateral or, to the extent constituting Aron Collateral, any J. Aron Property that is sold by such Grantor.”

3. REPRESENTATIONS​ ​AND​ ​WARRANTIES.EachTransactionPartyhereby represents and warrants to Aron that:

(a) ThisOmnibusAmendmentAgreementhasbeendulyauthorized,executedand delivered by such Transaction Party, and each of this Omnibus Amendment AgreementandtheMonetizationMasterAgreement,ineachcase,constitutesa legal, valid and binding obligation of such Transaction Party, enforceable against itinaccordance withitsterms,except as enforceabilitymaybe limited bybankruptcy,insolvency,reorganization,moratoriumorsimilarlawsrelating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

(b) The execution, delivery and performance by such Transaction Party of this OmnibusAmendmentAgreementdonotandwillnotviolatetheOrganizational Documents of such Transaction Party.

(c) All registrations with, consents or approvals of, notices to, or other actions by any Governmental Authority required to have been obtained or made by such Transaction Party for the due execution, delivery and performance of this Omnibus Amendment Agreement have been obtained or made and are in full forceandeffect,exceptthoseregistrations,consents,approvals,noticesorother actionsthefailureofwhichtoobtainormake,individuallyorintheaggregate, would not reasonably be expected to have a Material Adverse Effect.

(d) ImmediatelyaftergivingeffecttothisOmnibusAmendmentAgreement,(i)no DefaultorEventofDefault(eachasdefinedintheABLCreditAgreement),(ii) noDefaultorEventofDefault(eachasdefinedineachSeniorNotesIndenture), and (iii) no Default or Event of Default (each as defined in the Monetization Master Agreement), in each case, has occurred and is continuing with respect to such Transaction Party or would occur as a result of its entering into this Omnibus Amendment Agreement or performing its obligations under this Omnibus Amendment Agreement.

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(e) Immediately after giving effect to this Omnibus Amendment Agreement, the representations and warranties of such Transaction Party set forth in Sections 15.1(a) and 15.1(b) of the Monetization Master Agreement and in each other Transaction Document are true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or similar qualifier, in which case, it is true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representationsandwarrantiesexpresslyrelatetoanearlierdate,inwhichcase such representations and warranties were true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or similar qualifier, in which case, it was true and correct in all respects) as of such earlier date.

(f)Asofthedatehereof,therehavebeennoamendments,consents,modifications or waivers to the ABL Credit Documents other than (v) that certain First Amendment to Third Amended and Restated Credit Agreement, dated as of September 4, 2019, (w) that certain Consent and Amendment No. 2 to Third AmendedandRestatedCreditAgreement,datedasofNovember18,2021,(x) that certain Third Amendment to Third Amended and Restated Credit Agreement, dated as of January 20, 2022, (y) that certain Fourth ABL Credit AgreementAmendment,datedasofJanuary17,2024,and(z)thatcertainFifth ABL Credit Agreement Amendment, dated as ofJuly 10, 2024, byand among MLP Parent and certain of its subsidiaries as borrowers, certain of its subsidiaries as guarantors, the lenders thereto, the ABL Agent, JPMorgan Chase Bank, N.A and Wells Fargo Bank, N.A., as co-syndication agents.

(g) As of the date hereof and after giving effect to this Omnibus Amendment Agreement, the Company is in compliance with all negative covenants as set forth in Section 15.4 of the Monetization Master Agreement.

4. CONDITIONS OF EFFECTIVENESS.This Omnibus Amendment Agreement shall become effective on and as of the first date (the “Omnibus Amendment Effective Date”) on which each of the following conditions precedent have been satisfied:

(a) Aron shall have received executed counterparts of this Omnibus Amendment Agreement from each of the Transaction Parties and Aron;

(b) immediatelyaftergivingeffecttothisOmnibusAmendmentAgreement,(i)no DefaultorEventofDefault(eachasdefinedintheABLCreditAgreement),(ii) noDefaultorEventofDefault(eachasdefinedineachSeniorNotesIndenture) and (iii) no Default or Event of Default (each as defined in the Monetization MasterAgreement),ineachcase,shallhaveoccurredandbecontinuingorshall result from the consummation of the transactions contemplated hereby;

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(c) Aron shall have received duly executed copies of (i) that certain Fifth Amendment to Third Amendment and Restated Credit Agreement, dated as of thedatehereof,byandamongCalumetParent,MLPParent,thesubsidiariesof Calumet Parent party thereto, the lenders party thereto and Bank of America, N.A., (ii) that certain Amended and Restated Intercreditor Acknowledgment Agreement, dated as of the date hereof, by and among Aron, Calumet Parent, MLP Parent, the Company, Calumet Refining and Bank ofAmerica, N.A. and

(iii) that certain Amended and Restated Guaranty, dated as of the date hereof, madebyCalumetParent andMLPParentinfavor ofAron,whichamends and restates that certain Guaranty, dated as of January 17, 2024, made by MLP Parent, for the benefit of Aron in its entirety;

(d) therepresentationsandwarrantiesofeachTransactionPartysetforthinSection3 hereof shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or similar qualifier or is made pursuant to Sections3(e), (f)or(g)hereof, in which case, it shall be trueand correct in all respects) on and as of the Omnibus Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (excepttotheextentanysuchrepresentationandwarrantyitselfisqualifiedby “materiality”, “Material Adverse Effect” or similar qualifier or is made pursuanttoSections 3(e),(f)or(g)hereof,inwhichcase,itwastrueandcorrect in all respects) as of such earlier date;

(e) Aron shall have received payment (or evidence satisfactory to Aron that such payment will be made substantially concurrently with the entering of this Omnibus Amendment Agreement) of all reasonable and documented out-of- pocket expenses incurred by Aron and its Affiliates (including the reasonable fees, charges and disbursements of counsel and tax consultants for Aron) in connection with the preparation, negotiation, execution, delivery and administration of this Omnibus Amendment Agreement and as otherwise required under Section 18.5 of the Monetization Master Agreement, to the extentaninvoicethereforispresentedtotheCompanyatleastone(1)Business Day prior to the Omnibus Amendment Effective Date;

(f) theConversionDateshallhaveoccurred;

(g) TheTransactionPartiesshallhavedeliveredtoAron alegalopinionofNorton RoseFulbright LLP, New York counsel to the Transaction Parties, dated as of theOmnibusAmendmentEffectiveDate,informandsubstancesatisfactoryto Aron, covering such matters as Aron shall reasonably request; and

(h) Aron shall have received a certificate of the Transaction Parties, dated the Omnibus Amendment Effective Date and signed by a Responsible Officer of

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eachoftheTransactionParties,confirmingcompliancewiththeconditions precedent set forth in clauses (b), (d), and (f) above.

5. REAFFIRMATION, ACKNOWLEDGEMENT AND CONSENT.

(a) Each Transaction Party acknowledges that it (i) has reviewed the terms and provisions of this Omnibus Amendment Agreement, and (ii) consents to the terms, conditions and provisions of this Omnibus Amendment Agreement. Each Transaction Party (otherthan Calumet Parent) hereby confirms that each Lien Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Lien Documents, the payment and performance of all Secured Obligations (including all such Secured Obligations as reaffirmed pursuant to this Omnibus Amendment Agreement).

(b) Withoutlimitingthegeneralityoftheforegoing,eachTransaction Party(other than Calumet Parent) confirms, ratifies and reaffirms its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Transaction Documents. For the avoidance of doubt, nothing in this Omnibus Amendment Agreement shall constitute a new grant of security interest or restart any hardening period.

(c) Each Transaction Party (other than Calumet Parent) acknowledges and agrees thateachoftheTransactionDocumentstowhichitisapartyorotherwisebound shall continue in full force and effect in accordance with its terms and that all ofitspaymentobligations,guarantees,pledges,grantsofsecurityinterestsand other obligations, as applicable, under and subject to the terms of such TransactionDocumentsshallbevalidandenforceableandshallnotbeimpaired or limited by the execution or effectiveness of this Omnibus Amendment Agreement.

6. LIMITATIONS.The foregoing amendments set forth in Section 2 are only effective in the specific instances and for the specific purposes for which they are given and shall not be effective for any other purpose, and no provision of any Transaction Document is amended or waived in any way other than as provided herein.Except as otherwise expressly provided or contemplated by this Omnibus Amendment Agreement, all of the terms, conditions and provisions of the Monetization Master Agreement and the other TransactionDocumentsremainunalteredandinfullforceandeffectandareherebyratified and confirmed.

7. MISCELLANEOUS. ARTICLE 21 (Confidentiality), ARTICLE 22 (Governing Law; Dispute Resolution), ARTICLE 25 (No Waiver, Cumulative Remedies), ARTICLE 26 (Nature of the Transaction and Relationship of Parties),ARTICLE27(Miscellaneous)

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and ARTICLE 28 (Joint and Several Liability) OF THE MONETIZATION MASTER AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS OMNIBUS AMENDMENT AGREEMENT AND SHALL APPLY AS IF FULLY SET FORTH HEREIN MUTATIS MUTANDIS.

8. EFFECTIVENESS.This Omnibus Amendment Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any party to this Omnibus Amendment Agreement may execute this Omnibus Amendment Agreement by signing any such counterpart; signature pages may bedetachedfrommultipleseparatecounterpartsandattachedtoasinglecounterpartsothat allsignaturesarephysicallyattachedtothesamecounterpart.Thedeliveryofanexecuted counterpart of a signature page of this Omnibus Amendment Agreement by electronic means, including by facsimileorby “.pdf” attachment to email, shall beeffective as valid deliveryofamanuallyexecutedcounterpartofthisOmnibusAmendmentAgreement.This Omnibus Amendment Agreement shall become effective on the Omnibus Amendment Effective Date.

9. COMPLETE AGREEMENT; TRANSACTION DOCUMENT.ThisOmnibus

Amendment Agreement represents the final and complete agreement of the Parties in respect of the subject matter hereof, and all prior negotiations, representations, understandings, writings and statements of any nature relating thereto are hereby superseded in their entirety by the terms of this Omnibus Amendment Agreement.The Parties agree and acknowledge that this Omnibus Amendment Agreement constitutes a Transaction Document.

[Signature Pages to Follow]

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IN WITNESS WHEREOF, the Parties have caused this Omnibus Amendment Agreement to be duly executed and delivered by their respective officers or authorized signatories thereunto duly authorized as of the date first written above.

J. ARON & COMPANY LLC

By: /s/ Simon Collier

Name: Simon Collier

Title: Authorized Signatory

Signature Page to Omnibus Amendment Agreement

CALUMET SHREVEPORT REFINING, LLC,

astheCompany

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

CALUMET REFINING, LLC,

asCalumetRefining

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.,

asMLPParent

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

CALUMET, INC.,

asCalumetParent

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

Signature Page to Omnibus Amendment Agreement

EXHIBIT A

Amendments to Monetization Master Agreement

[See attached]

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ExecutionVersionExhibit A

Conformed Copy through Omnibus Amendment Agreement dated July 10, 2024

ADDED TEXT SHOWN UNDERSCORED DELETED TEXT SHOWNSTRIKETHROUGH

MONETIZATION MASTER AGREEMENT

dated as of January 17, 2024

among

J. ARON & COMPANY LLC,

CALUMET SHREVEPORT REFINING, LLC,

asthe Company,

CALUMET REFINING, LLC,

as Calumet Refining

and

CALUMETSPECIALTY PRODUCTS PARTNERS, L.P, INC.,

astheMLPCalumetParent

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TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS AND CONSTRUCTION4

ARTICLE 2 CONDITIONS TO COMMENCEMENT6

ARTICLE 3 TERM OF AGREEMENT12

ARTICLE 4 [RESERVED]13

ARTICLE 5 TARGET INVENTORY LEVELS AND PRICE ADJUSTMENT13

ARTICLE 6 [RESERVED]16

ARTICLE 7 MONTH END INVENTORY; CERTAIN DISPOSITIONS; INCLUDED LOCATION MAINTENANCE; GRADE CHANGES16

ARTICLE 8 PAYMENT PROVISIONS19

ARTICLE 9 [RESERVED]23

ARTICLE 10 INDEPENDENT INSPECTORS; STANDARDS OF MEASUREMENT23

ARTICLE 11 [RESERVED]24

ARTICLE 12 REFINERY TURNAROUND, MAINTENANCE AND CLOSURE24

ARTICLE 13 TAXES26

ARTICLE 14 INSURANCE27

ARTICLE 15 REPRESENTATIONS, WARRANTIES AND COVENANTS29

ARTICLE 16 DEFAULT AND TERMINATION76

ARTICLE 17 SETTLEMENT AT TERMINATION84

ARTICLE 18 INDEMNIFICATION; EXPENSES87

ARTICLE 19 LIMITATION ON DAMAGES89

ARTICLE 20 RECORDS AND INSPECTION89

ARTICLE 21 CONFIDENTIALITY89

ARTICLE 22 GOVERNING LAW; DISPUTE RESOLUTION90

ARTICLE 23 ASSIGNMENTS; PARTICIPATIONS, ETC91

ARTICLE 24 NOTICES93

ARTICLE 25 NO WAIVER, CUMULATIVE REMEDIES94

ARTICLE 26 NATURE OF THE TRANSACTION AND RELATIONSHIP OF PARTIES

95

ARTICLE 27 MISCELLANEOUS95

ARTICLE 28 JOINT AND SEVERAL LIABILITY97

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Annex

AnnexI

Annexes Description Definitions

Schedule Schedule A Schedule B Schedule C Schedule D Schedule E Schedule F Schedule G Schedule H Schedule I Schedule J Schedule K Schedule L ScheduleM Schedule N

Schedules Description

ProductsandProductSpecifications Product Benchmarks

DailyandMonthlyTrue-UpAmount Maximum Inventory Level

IncludedTanks [Reserved]

DailySettlementSchedule Step-In Prices

InitialInventoryTargets

Scheduling and Communications Protocol DeterminationofPriceAdjustmentSettlementAmount [Reserved]

Notices [Reserved]

Schedule O[Reserved]

Schedule PProduct Group

Schedule Q[Reserved]

Schedule RFormofStep-OutInventorySalesAgreement

Schedule S FormofRefineryProductionVolumeReportandMonthly Feedstock Forecast

Schedule T[Reserved]

Schedule UIncluded Title Locations and Included Lien Locations

Schedule V[Reserved]

ScheduleW-1 ScheduleW-2

Daily Volume Report MonthEndBS&WReport

Schedule X[Reserved]

Schedule YRoll Procedures

Schedule ZSettlement Instructions

Schedule AA[Reserved]

Schedule BB[Reserved]

Schedule CCMaterialContracts

Schedule DDDisqualified Institutions

Schedule 2.1(r)Permits

Schedule 15.1(a)(xi) Schedule15.1(a)(xiii)(a) Schedule15.1(a)(xiii)(b) Schedule 15.1(a)(xvii) Schedule 15.1(a)(xix)(a)

Schedule 15.1(a)(xix)(b)

Schedule 15.1(a)(xix)(c)

Schedule15.1(a)(xix)(d) Schedule 15.1(a)(xxv)

Schedule 15.4(a) Schedule 15.4(b)

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Taxes

Corporate Structure

Subsidiaries,EquityInterestsinMLPParentanditsSubsidiaries Intellectual Property Matters

Leased Real Properties

Locations of Tangible Personal Property

Chief Executive Offices; Jurisdictions of Incorporation; Principal Places of Business

Other Legal Names Material Contracts Exis

ting Liens ExistingInvestments

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Schedule15.4(c) Schedule 15.4(n)

ExistingIndebtedness

Existing Inventory Structuring Transactions

Exhibits

ExhibitDescription

Exhibit IForm of Solvency Certificate

ExhibitIIFormof Compliance Certificate

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MONETIZATION MASTER AGREEMENT

This Monetization Master Agreement (this “Agreement”) is made as of January 17, 2024 (the “Effective Date”),amongJ.Aron&CompanyLLC,alimitedliabilitycompanyorganizedunderthelaws of the State of New York (“Aron”) and located at 200 West Street, New York, New York 10282-2198, Calumet Shreveport Refining, LLC, a Delaware limited liability company (the “Company”), Calumet Refining, LLC, a Delaware limited liability company (“Calumet Refining”, and together with the Company, each a “Transaction Party” and collectively, the “Transaction Parties”) and Calumet SpecialtyProducts Partners, L.P, Inc., a Delaware limited partnershipcorporation(the “MLPCalumet Parent” and, together with the Transaction Parties, collectively, the “Company Entities”) (each of the Company Entities, individually or collectively, as the context may require, and Aron referred to individually as a “Party” or collectively as the “Parties”).

WHEREAS, the Company owns and operates a refinery located in Shreveport, Louisiana (the “Refinery”) for the processingand refiningof certain Feedstock(as defined in Annex I) and the recovery therefrom of refined products;

WHEREAS, the Transaction Parties and Aron have entered into that certain Supplyand Offtake Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Supply and Offtake Agreement”), pursuant to which, among other things, Aron and the Company will enter into transactions pursuant to which Aron will (a) purchase Feedstock from the Transaction Parties or certain third parties, (b) sell Feedstock to the Transaction Parties, (c) purchase Products from the Transaction Parties and (d) sell Products to the Transaction Parties, in each case, in accordance with the terms thereof;

WHEREAS, the Transaction Parties and Aron have entered into that certain Financing Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), pursuant to which, among other things, Aron will make Credit Extensions to the Transaction Parties from time to time in accordance with the terms thereof;

WHEREAS, the Parties desire to enter into this Agreement in order to manage and support the transactions contemplated under the Supply and Offtake Agreement and the Financing Agreement andthe other Transaction Documents;

WHEREAS,itiscontemplatedthatontheCommencementDate(asdefinedbelow),Aronwill

(a) purchase from the Company, and as applicable, the other Transaction Parties, certain Feedstock and Products then being held by the Company at the Included Title Locations (as defined below) pursuant to the Supply and Offtake Agreement and the Inventory Sales Agreement and (b) provide certain other financial accommodations to the Company, and as applicable, the other Transaction Parties, based on Feedstock and Products then being held by the Company at Included Lien Locations pursuant to the Financing Agreement;

WHEREAS, the Parties have agreed that, for the Term of this Agreement, the Transaction Parties will operate in a commercially reasonable manner to facilitate the marketing and sale of the refined products acquired by Aron under the Supply and Offtake Agreement and the Inventory Sales Agreement in accordance with the terms and conditions of the Marketing and Sales Agreement (as defined below);

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WHEREAS, it is contemplated that upon the termination of this Agreement, (a) Aron will sell and the Company and, as applicable, the other Transaction Parties will purchase all of Aron’s Feedstock and Products inventory held at the Included Title Locations in accordance with the terms and conditions of the Step-Out Inventory Sales Agreement (as defined in Annex I) and Aron will transfer to the applicable Transaction Parties, through novations or reassignments, various contractual rights pursuant to the termination provisions provided herein and (b) the Transaction Parties shall pay to Aron all amounts owed under the Supply and Offtake Agreement, the Financing Agreement, this Agreement and the other Transaction Documents on account of the Secured Obligations, and, upon the payment and satisfaction in full of all such Secured Obligations, Aron shall release all of its Liens on the Collateral, including the Included Lien Inventory in accordance with the terms of the Lien Documents; and

WHEREAS, each Transaction Party will derive substantial benefit from the transactions contemplated hereby and by the other Transaction Documents, and agrees to guarantee each other Transaction Party’s Secured Obligations under the Transaction Documents pursuant to the Transaction Guaranty;

NOW, THEREFORE, in consideration of the premises and respective promises, conditions, terms and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties do agree as follows:

ARTICLE 1

DEFINITIONS AND CONSTRUCTION

1.1Definitions.Unlessotherwisedefinedherein,termsshallhavethemeanings given to them in Annex I hereto.

1.2 Construction of Agreement.

(a)Unless otherwise specified, reference to, and the definition of any document or agreement (including this Agreement) shall be deemed a reference to such document or agreement as may be, amended, restated, supplemented, revised or modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth in the Transaction Documents).

(b)Unless otherwise specified, all references to an “Article,” “Section,” or “Schedule” are to an Article or Section hereof or a Schedule attached hereto.

(c)All headings herein are intended solely for convenience of reference and shall not affect the meaning or interpretation of the provisions of this Agreement.

(d)Unless expressly provided otherwise, the word “including” as used herein does not limit the preceding words or terms and shall be read to be followed by the words “without limitation” or words having similar import.

(e)Unless expressly provided otherwise, all references to days, weeks, months and quarters mean calendar days, weeks, months and quarters, respectively.

(f)Unless expressly provided otherwise, references herein to “consent” mean the prior written consent of the Party at issue, which shall not be unreasonably withheld, delayed or conditioned.

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(g)A reference to any Party to this Agreement or another agreement or document includes the Party’s permitted successors and assigns.

(h)Unless the contrary clearly appears from the context, for purposes of this Agreement, the singular number includes the plural number and vice versa; and each gender includes the other gender.

(i)Except where specifically stated otherwise, any reference to any Applicable Law or agreement shall be a reference to the same as amended, supplemented or re-enacted fromtime to time.

(j)Unless otherwise expressly stated herein, any reference to “volume” shall be deemed to refer to actual NSV, unless such volume has not yet been determined, in which case, volume shall be an estimated net volume determined in accordance with the terms hereof.

(k)The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(l)For the purposes of this Agreement, any reference to the “first month” shall be the period from and including the Commencement Date to and including January 31, 2024. Any reference to the “prior month” means the period from and including the first day of the month immediatelypriortothethencurrentmonthtothelastdayofsuchimmediatelyprecedingmonth; provided, that, if such prior month is the first month, the applicable period shall be the period set forth in the first sentence of this Section 1.2(l).

1.3The Parties acknowledge that they and their counsel have reviewed and revised this Agreement and all other Transaction Documents, and that no presumption of contract interpretation or construction shall apply to the advantage or disadvantage of the drafter of this Agreement.

1.4 Accounting Terms.

(a)Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformitywith, GAAP applied on a consistent basis, as in effect fromtime to time, applied in a manner consistent with that used in preparing the audited financial statements delivered pursuant to Section 15.3(a)(i).

(b)Changes in GAAP. Other than as expressly set forth herein, if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Transaction Document, and either the Company or Aron shall so request, the Company and Aron shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to Aron financial statements and other documents required under this Agreement or as reasonably requested by Aron hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.Notwithstandinganyother provision contained herein, all items of an accounting or financial nature used herein shall be construed, and all computations of amountsandratiosreferredtohereinshallbemade,withoutgivingeffecttoanychangein

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GAAP occurring after the Commencement Date as a result of the adoption of any proposals set forth in the proposed Accounting Standards Update, Leases (Topic 842): a revision of the 2010 proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on May 16, 2013 (“ASC 842”), or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if and to the extent any such change would require treating any lease (or similar arrangement conveying the right to use) as a finance lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect immediately prior to the adoption of ASC 842 by the Company.

1.5Divisions.For all purposes under the Transaction Documents, in connection with any Division (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then itshall be deemed to have been transferred from the original Person to the subsequent Person (provided that, any Indebtedness, Lien or Investment of a Restricted Subsidiary that is a Dividing Person that was permitted at the time of a Division of such Restricted Subsidiary shall be permitted to exist pursuant to the terms hereof after the date of such Division where the Division Successor is a Restricted Subsidiary), and (b) if any new Person comes into existence as a result of such Division, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

ARTICLE 2

CONDITIONS TO COMMENCEMENT

2.1Conditions to Secured Obligations of Aron.The obligations of Aron contemplated bythis Agreement and the other Transaction Documents shall be subject to the satisfaction by the applicable Company Entities of the following conditions precedent on and as of the Commencement Date:

(a)This Agreement, the Supply and Offtake Agreement and the Financing Agreement shall have been dulyexecuted and delivered byeachCompanyEntitypartythereto to Aron;

(b)The Inventory Sales Agreement shall have been duly executed and delivered by each Transaction Party;

(c)Each Transaction Party shall have duly executed and delivered the Storage Facilities Agreement in form and in substance reasonably satisfactory to Aron and provided Aron satisfactory documentation that it has secured, for the benefit of Aron, full, unencumberedstorage and usage rights of the Storage Facilities;

(d)Each Transaction Party shall have duly executed and delivered the Marketingand Sales Agreement in form and in substance reasonably satisfactory to Aron;

(e)Each applicable Transaction Party shall have executed and delivered and caused the applicable third parties to execute and deliver (i) a Bailee’s Letter covering each Included Lien Location as of theCommencement Date, (ii) a Carrier Notice coveringeach Eligible Vessel Carrier or Eligible Railroad Carrier that is transporting any Eligible In-Transit Inventory and Customs Broker Agreements and Freight Forwarder Agreements required for any Feedstock or ProductstoconstituteEligibleIn-TransitInventory,ineachcase,asoftheCommencementDate,

(iii) Required Storage and Transportation Arrangements covering each Included Title LocationasoftheCommencement Date,ineachcaseeffectiveasoftheCommencementDateand(iv) the

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Stonebriar Multiparty Agreement; it being understood and agreed that, to the extent any of the foregoing documents described in clauses (i) through (iii) are not executed and delivered by each Person contemplated to be party thereto other than Aron on or prior to at least one (1) Business Day prior to the Commencement Date, (A) any location associated with an unexecuted and undelivered Bailee’s Letter shall be deemed to not be an Included Lien Location as of the Commencement Dateuntil andunless suchexecuted documentationis deliveredto Aron,(B) any location associated with an unexecuted and undelivered Required Storage and Transportation Arrangement shall be deemed to not be an Included Title Location as of the CommencementDate until and unless such executed documentation is delivered to Aron and (C) any location associated with any Carrier Notice that has been delivered to the applicable counterparty but for which Aron has not received an executed acknowledgement of such Carrier Notice from such counterparty, such Carrier Notice shall be deemed to satisfy clause (f) of each of the definitionsof Eligible In-Transit Feedstock Inventory and Eligible In-Transit Product Inventory,respectively, as of the Commencement Date.

(f)The Transaction Parties shall have provided Aron with evidence, in a form reasonably satisfactory to Aron, that the Commencement Date Volumes will be sold to Aron free and clear of any Liens, other than Permitted S&O Liens; provided that, Aron’s obligations hereunder shall commence on the Commencement Date only if the Commencement Date Volumes shall have been sold and transferred to Aron as provided under the Inventory Sales Agreement against payment of the Estimated Commencement Date Value made as provided therein, and in accordance with the terms of the Macquarie Payoff Letter and the Triparty Payment Direction Agreement;

(g)(i) Aron shall have received evidence, reasonably satisfactory to it, confirming that the Termination Date (as defined in the Macquarie S&O Agreement) shall have occurred or shall occur prior to or substantially concurrently with the occurrence of the Commencement Date hereunder and Aron shall have received payoff letter and other termination documentation (including the Macquarie Payoff Letter) with respect thereto or other evidence thereof, in each case, reasonably satisfactory to Aron, providing for the release of all of Macquarie’s liens and security interests upon receipt of stipulated amounts set forth in such payoff letters, (ii) Aronshall have received written confirmation that (A) all UCC filings in favor of Macquarie in connection with or under the Macquarie Transaction Documents shall have been authorized for termination and that applicable termination statements shall have been submitted for filing upon the Commencement Date, and (B) all Liens in favor of such existing secured parties or creditors shall have been terminated or will be terminated upon proper filing and (iii) there is no other Indebtedness other than Indebtedness permitted pursuant to Section 15.4(c) outstanding;

(h)The Transaction Parties shall have duly executed and delivered the Fee Letter and performed any terms and conditions thereof (including the payment of any fees thereunder) to be performed by the Transaction Parties on or before the Commencement Date;

(i)Each Company Entity shall have delivered to Aron a certificate signed by an appropriate officer of such Company Entity certifying as to (i) its Organizational Documents, (ii) incumbency of its officers and (iii) due authorization, board or other limited liabilitycompanyor limited partnership approvals and resolutions for the transaction contemplated under this Agreement and the other Transaction Documents, in each case, in form and substance reasonably satisfactory to Aron;

(j)The Company Entities shall have delivered to Aron opinions of each of (i) Norton Rose Fulbright LLP, New York counsel to the Company Entities and (ii) Cook, Yancey,

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King &Galloway, APLC, counsel for the CompanyEntities, in each case, in formand substance satisfactory to Aron, covering such matters as Aron shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability; no conflicts; and security interests;

(k)No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened, nor shall anyorder, judgment or decree have been issued or proposed to be issued by any Governmental Authority as of the Commencement Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement or any other Transaction Documents;

(l)Neither the Refinery nor any of the Included Locations shall have been affected adversely or threatened to be affected adversely by any loss or damage, whether or not covered by insurance, unless such loss or damages would not have a material adverse effect on the usual, regular and ordinary operations of the Refinery or the Included Locations;

(m)The Company Entities shall have delivered to Aron insurance certificates evidencing the effectiveness of the insurance policies and endorsements required pursuant to Article 14 on the Commencement Date;

(n)The Company Entities shall have complied with all covenants and agreements under the Transaction Documents that they are required to comply with on or before the Commencement Date;

(o)All representations and warranties of the Company Entities contained in the Transaction Documents shall be true and correct on and as of the Commencement Date;

(p)The Company shall have delivered to Aron a certificate, in form and substance reasonably satisfactory to Aron, of an Authorized Officer of the Company, certifying as to those items set forth in this Section 2.1 as Aron may request.

(q)Aron shall have received the Solvency Certificate, dated the Commencement Date and signed by the chief financial officer of the MLP Parent;

(r)Aron shall have received true, correct and complete copies of all material permits, licenses, certificates, approvals, authorizations and other documents required by any Governmental Authority necessary to permit the Transaction Parties to engage in the business activities conducted by the Transaction Parties or in the collection and remittance of any Taxesto such Governmental Authority, each of which is set forth on Schedule 2.1(r);

(s)Each Transaction Party shall have duly executed the Lien Documents to which it is a party granting in favor of Aron the security interests and liens contemplated thereby and all actionsnecessarytoperfecttheLiensgrantedthereundershallhavebeencompleted,including

(i) the filing of UCC financing statements, including precautionary UCC financing statements with respect to Aron’s Property, and (ii) the delivery of any certificates and transfer instruments required under such Lien Documents;

(t)On or prior to the Commencement Date, the Company shall have provided or caused to be provided to Aron an expected Product yield for the Refinery based on its then current operating forecast (the “Initial Estimated Yield”);

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(u)Aron shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Commencement Date required to be reimbursed or paid by the Transaction Parties hereunder, under the Fee Letter or any other Transaction Document on or prior to such date, together with reimbursement or payment of Aron’s estimated out-of-pocket expenses of Aron and its Affiliates (including reasonable fees, charges and disbursements of Aron’s counsels, experts and consultants) as provided in Section 18.5;

(v)Aron shall have received evidence reasonably satisfactory to it that, after giving effect to the transactions contemplated to occur on the Commencement Date pursuant to the Transaction Documents, the MLP Parent and its Restricted Subsidiaries shall have a Fixed Charge Coverage Ratio (Indenture) of at least 1.50:1.00;

(w)Aron shall have received MLP Parent’s audited consolidated financial statements as of and for the year ended December 31, 2022, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP consistently applied, such audited statements to be accompanied by the related report and opinion of Ernst & Young LLP, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(x)Aron shall have received the Projections in form and substance reasonably satisfactory to it;

(y) SinceDecember31,2022,thereshallhavenotbeenanyMaterialAdverse

Effect;

(z)Aron shall have received a duly executed Intercreditor Agreement in form andsubstance satisfactory to Aron;

(aa)The Transaction Parties shall have delivered to Aron the relevant SDS for each Product Group of Feedstock and Products;

(bb)AronshallhavereceivedaFundsFlowMemorandumpriortothe Commencement Date that is reasonably satisfactory to it;

(cc)No later than three (3) Business Days prior to the Commencement Date (or such later date as maybe agreed byAron), Aron shall have received a notice containingthe Estimated Included Feedstock Lien Inventory and the Estimated Included Product Lien Inventory;

(dd)No later than three (3) Business Days prior to the Commencement Date (or such later date as may be agreed by Aron), Aron shall have received a notice containing an estimate of the Feedstock and Products that Transaction Parties project will be available at the Included Title Locations at the Inventory Transfer Time;

(ee)Aron shall have received, at least five (5) Business Days prior to the Commencement Date (or such later date as may be agreed by Aron), in respect of the MLPParent and each other Company Entity, (i) all such documentation or information requested by Aron in connection with its requirements and policies as they relate to any applicable “knowyour customer” rules, anti-moneylaunderingpolicies and procedures, laws, rules and regulations (including without limitation, the Patriot Act, rules and regulations of the Office of Foreign Assets Control) and other similar client identification and business conduct standard and dealing

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policies and procedures (including reputational considerations), in each case, as consistently applied by Aron, and (ii) all material documentation and other information required by such policies and procedures and applicable regulatory authorities;

(ff)AronshallhavereceivedadulyexecutedMLPParentGuarantyinformand substance satisfactory to it;

(gg)EachoftheTransactionPartiesshallhavedulycompleted,executedand delivered an IRS Form W-9 dated as of the Commencement Date;

(hh)EachoftheTransactionPartiesshallhavedulycompleted,executedand delivered the (i) Brown Station Sublease and (ii) Brown Station Notice of Sublease;

(ii)Calumet Refining has duly completed, executed and delivered the (i) WTG Pipeline Buy/Sell Confirmation and (ii) Flash Title Master Confirmation;

(jj)AronshallhavereceivedadulyexecutedFourthABLCreditAgreement Amendment in form and substance satisfactory to it; and

(kk)Each of the Transaction Parties and the ABL Agent shall have duly completed, executed and delivered the Intercreditor Agreement.

2.2Conditions to Secured Obligations of the Transaction Parties.The respective obligations of each of the Transaction Parties contemplated by this Agreement and the other Transaction Documents shall be subject to the satisfaction by Aron of the following conditions precedent on and as of the Commencement Date:

(a)Aron shall have duly executed and delivered this Agreement, the Supply and Offtake Agreement and the Financing Agreement;

(b)Aron shall have duly executed and delivered the Inventory Sales Agreement in form and substance reasonably satisfactory to the Company;

(c)Aron shall have dulyexecuted and delivered the Storage Facilities Agreement in form and in substance reasonably satisfactory to the Company;

(d)AronshallhavedulyexecutedanddeliveredtheMarketingandSalesAgreement in form and in substance reasonably satisfactory to the Company;

(e) Aron shall have duly executed and delivered the Fee Letter;

(f) Aronshallhavedulycompleted,executedanddeliveredanIRSFormW-9;

(g)All representations and warranties of Aron contained in the Transaction Documents shall be true and correct on and as of the Commencement Date; and

(h)Aron shall have complied with all covenants and agreements hereunder and under the other Transaction Documents that it is required to comply with on or before the Commencement Date.

2.3Post-Commencement Date Undertakings.From and after the Commencement Date, the Companymayendeavortonegotiateandimplementdesignationsandotherbindingcontractual

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arrangements, in form and substance reasonably satisfactory to Aron, pursuant to which such Transaction Party may:

(a)transfer and assign to Aron the Company’s right to use any storage or transportation facility as may hereafter be identified by the Company; provided that (i) upon and concurrently with implementing any such assignment, designation or arrangement, any such storage or transportation facility shall be added to the appropriate Schedule hereto as anadditional Included Feedstock Title Location, Included Product Title Location, Included Feedstock Title Pipeline, or Included Product Title Pipeline, as applicable, and such assignment, designation or arrangement shall constitute a Required Storage and Transportation Arrangement hereunder; (ii) to the extent requested by Aron, the applicable Parties shall amend the Inventory Sales Agreement and any other applicable Transaction Document to include any inventory transferred to Aron as a result of such assignment, designation or arrangement; and (iii) without limiting the generality of the foregoing, the addition of an Included Title Location shall besubject to satisfaction of Aron’s Policies and Procedures (which shall be applied in a nondiscriminatory manner as provided in Section 12.4(b)) with respect to locations in whichAron determines it may own Feedstock or other Products; provided further that, if the relevant storage or transportation facility fails to satisfy Aron’s Policies and Procedures, then Aron shall consult with the Company in good faith to determine whether additional actions or procedurescan be taken or implemented so that, as a result, such storage or transportation facility would comply with Aron’s Policies and Procedures; provided further that, for the avoidance of doubt, in no event shall Aron be deemed an operator of any such storage or transportation facility;

(b)identify additional storage or transportation facilities which may be Included Feedstock Lien Locations or Included Product Lien Locations, as applicable; provided that upon and concurrently with implementing any such designation, (i) any such storage or transportation facility shall be added to the appropriate Schedule hereto as an additional Included Feedstock Lien Location or Included Product Lien Location, as applicable; and (ii) the Parties and theowner of such Included Lien Location shall use commercially reasonable efforts to cause the applicable third party to enter into a Bailee’s Letter, or any other documentation reasonably requested by Aron and, to the extent requested by Aron, the applicable Parties shall enter into or amend any other applicable Transaction Document relating to the Feedstock or Products at or to be located at such Included Lien Location to, among other things, acknowledge the existence thereof; provided further that, as a condition to any such storage or transportation facility becoming an Included Lien Location, a Bailee’s Letter or such other documentation reasonably requested by Aron as contemplated by this clause (ii) shall have been executed and delivered to Aron by all other parties thereto; and

(c)identify additional Eligible Pipeline Carriers, Eligible Railroad Carriers and Eligible Vessel Carriers.

2.4 UCC Filings.

(a)From and after the Commencement Date as Aron may request, the applicable Transaction Party will cooperate with Aron to cause to be prepared, and filed, in such jurisdictions as Aron shall deem necessary or appropriate, UCC-1 financing statements reflecting

(i) Aron as owner of all Feedstock and Products in the Included Title Locations and (ii) Aron as a secured party with respect to the Collateral to perfect Aron’s security interest under the Lien Documents. The applicable Transaction Party shall execute and deliver to Aron and such Transaction Party hereby authorizes Aron to file, at any time and from time to time, all such financing statements, amendments to financing statements, continuation financing statements and

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termination statements relating to such Feedstock and Products and the Collateral, and other documents and instruments, all in form satisfactory to Aron, as Aron may request, to confirm Aron’s ownership of such Feedstock and Products or the Liens created pursuant to the Lien Documents and to otherwise accomplish the purposes of this Agreement and as required pursuant to the Lien Documents.

(b)Without limiting the generality of the foregoing, each Transaction Party ratifies and authorizes the filing by Aron of any financing statements filed by Aron on or after the Commencement Date, if any.

ARTICLE 3

TERM OF AGREEMENT

3.1Term.This Agreement, the Supply and Offtake Agreement and the FinancingAgreement shall each become effective on the Effective Date, and the Commencement Date shall occur as provided in Section 2.1 and 2.2 above.This Agreement, subject to Section 3.2, shall continue for a period ending at 11:59:59 p.m. ET on the Expiration Date (the “Term”). As used herein, “Expiration Date” means January 29, 2027, except (a) as otherwise provided in Section 3.2 below or (b) solely in the event of an Incremental Reduction and the Company provides Aron with written notice of its intent to terminate this Agreement, the Supply and Offtake Agreement, the Financing Agreement and all other Transaction Documents (“Early Expiration”) on a date specified in such notice that is (A) the last Business Day of a month and (B) occurring at least ninety (90) days after delivery of such notice (such date, the “Early Expiration Date”); provided that, any such notice of an Early Expiration Date may only be delivered by the Company on or prior to the date that is one hundred eighty (180) days after occurrence of the Incremental Reduction, and any such notice delivered after such date shall be null and void.In the event that the Company declares an Early Expiration Date pursuant to this Section 3.1(b), the Early Expiration Date shall become the Expiration Date for all other purposes herein and in the other Transaction Documents, and no S&O Make-Whole Amount shall be due or payable to Aron on or in connection with a Termination Date occurring on such Early Expiration Date.

3.2 Changing the Term.

(a)Extension. The Parties may, by mutual agreement, elect to extend the Term of this Agreement, the Supply and Offtake Agreement, the Financing Agreement and the other TransactionDocumentsforuptwoadditionalsuccessivetwelve(12)monthperiodsasfollows:

(i) no later than ninety (90) days prior to the Expiration Date, the Parties may mutually agree in writing that the Term of this Agreement, the Supply and Offtake Agreement and the Financing AgreementhasbeenextendedtoadateasmaybeagreedbetweentheCompanyandAron(which shall be the Expiration Date, unless and until the Term is further extend under the following clause); and (ii) if the Term has been extended as provided in the preceding clause (i), then no later than sixty (60) days prior to the Expiration Date, the Parties may mutually agree in writing that the Term of this Agreement, the Supply and Offtake Agreement and the Financing Agreement has been extended to such date as is agreed between the Company and Aron (which shall be the Expiration Date).

(b)Springing Expiration Date. If on or prior to May 31, 2026, the “Commitment Termination Date” under and as defined in the ABL Credit Agreement (as in effect as of the CommencementDate)hasnotbeenextendeduntiladatethatisnoearlierthanJuly31,2027,

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thenAronmayelecttochangetheExpirationDatetoNovember30,2026(the“Springing Expiration Date”) by providing irrevocable written notice to the Company on May 31, 2026.

3.3Secured Obligations upon Termination.In connection with the expiration, wind-down and termination of this Agreement, the Supplyand OfftakeAgreement, the FinancingAgreement and the other Transaction Documents on the Expiration Date, the Parties shall perform their respective obligations pursuant to Article 17.

ARTICLE 4 [RESERVED] ARTICLE 5

TARGET INVENTORY LEVELS AND PRICE ADJUSTMENT

5.1Target Inventory Levels.Monthly inventory targets for Feedstock and Products shall be set pursuant to this Article 5.Such monthly inventory targets for Feedstock and Products shall be subject to the (a) aggregate Maximum Inventory Level for all Product Groups and (b) aggregate Maximum Inventory Level for each Product Group.The Company represents and warrants that the respective Target Month End Feedstock Volumes and Target Month End Product Volumes that the Company setsfor each month during the Term hereof shall be the Transaction Parties’ good faith estimate, at the time it sets such amounts, of the Ending Feedstock Inventories and the Ending Product Inventories at the end of such month.

5.2 Target Month End Feedstock Volume.

(a)By no later than the penultimate Business Day of the calendar month preceding each Delivery Month, the Transaction Parties shall notify Aron of the aggregate quantity of each Feedstock that the Transaction Parties expect to run at the Refinery during such Delivery Month (for each Feedstock, the “Projected Monthly Run Volume”).

(b)For each calendar month of the Term and each type of Feedstock, no later than the fifth (5th) Business Day prior to the end of the calendar month immediately preceding each Delivery Month, the Transaction Parties shall specify via e-mail to Aron the “Target Month End Feedstock Volume” for such Feedstock which shall equal (i) the Target Month End Feedstock Volume for such Feedstock for the immediately preceding month, plus (ii) the aggregate volume of such Feedstock that Aron has nominated or the Transaction Parties have nominated under the Aron Procurement Contracts for delivery during that month pursuant to Section 4.3 of the Supply and Offtake Agreement, plus (iii) the aggregate volume of Refinery Procured Barrels of such Feedstock expected to be delivered during such month, plus (iv) the difference (whether positive or negative, and without duplication of any volumes calculated pursuant to clauses (i)-(iii) above) of (x) the Transaction Parties’ estimate of the Included Feedstock Lien Inventory of such Feedstock at the end of such month minus (y) the Included Feedstock Lien Inventory of such Feedstock as measured at the end of the immediately preceding month, minus (v) the Projected Monthly Run Volume of such Feedstock for that month; provided that the Target Month End Feedstock Volume for each type of Feedstock as of the Commencement Date and as of the end of the first month of the Term shall be the respective volumes specified as the “CommencementDate Target Volumes” for such type of Feedstock on Schedule I hereto. For the avoidance of doubt, any calculations that are estimates or based on expected volumes shall be a good faith estimateofthesamebytheTransactionParties,andneithertheCompanynoranyother

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Transaction Party shall be in violation of this Section 5.2(b) if actual figures vary from such good faith estimates.

(c)In establishing a Target Month End Feedstock Volume, the Transaction Parties acknowledge that any increase in a Target Month End Feedstock Volume is constrained to the extent that (i) the applicable Feedstock available for delivery under the Refinery Procurement Contracts, plus (ii) the applicable Feedstock available for delivery under the Aron Procurement Contracts with Third Party Suppliers, plus (iii) Other Barrels of such Feedstock available for delivery during such month, plus (iv) (without duplication of any of the volumes set forth in clauses (i)-(iii) above) the Estimated Included Feedstock Lien Inventory of such Feedstock for such month are not greater than the Transaction Parties’ requirements with respect to such Feedstock for the Refinery for the month related to such Target Month End Feedstock Volume.

(d)At any time prior to the beginning of the month to which a Target Month End Feedstock Volume relates (but subject to any applicable notification deadlines specified on Schedule D hereto), the Parties may, by mutual agreement, change such Target Month End Feedstock Volume in accordance with Section 5.2(b).

(e)In addition, Aron may adjust any Target Month End Feedstock Volume with the consent of the Company.

5.3 Target Month End Product Volume.

(a)By no later than the fifth (5th) Business Day prior to the end of the calendar month preceding each Delivery Month, the Company shall provide to Aron its standard run-out report substantially in the form of Schedule S showing (i) the estimated quantities of each Product that the Transaction Parties expect to produce and deliver to Aron during the following month and the quantities of each Product the Transaction Parties expect to sell under the Marketing and Sales Agreement during such following month plus (ii) the difference (whether positive or negative and without duplication of any volumes calculated pursuant to clause (i) above) of (x)Company’sestimateof theIncludedProduct LienInventoryfor suchProduct at the end of such month minus (y) the Included Product Lien Inventory for such Product as measured at the end of the immediately preceding month (for each Product, the “Projected Monthly Production Volume”), which may, from time to time, be adjusted by the Company.

(b)For each calendar month and each type of Product, no later than the fifth (5th) Business Day prior to the end of the calendar month immediately preceding each Delivery Month, the Company shall specify via e-mail to Aron an aggregate quantity and grade that shall be the “Target Month End Product Volume” for such Product, which shall equal (i) the Target Month End Product Volume for such Product for the immediatelypreceding month, plus (ii) the difference (whether positive or negative, and without duplication of any volumes calculated pursuant to clause (i) above) of (y) Company’s estimate of the Included Product Lien Inventory for such Product as measured at the end of such month, minus (z) the Included Product Lien InventoryforsuchProductasmeasuredattheendoftheimmediatelyprecedingmonth,minus

(iii) the Projected Monthly Production Volume for such Product for that month; provided that the Target Month End Product Volume for each type of Product as of the Commencement Date and as of the end of the first month of the Term shall be the respective volumes specified as the “Commencement Date Target Volumes” for such type of Product on Schedule I hereto).For the avoidance of doubt, any calculations that are estimates or based on expected volumes, shall be a goodfaithestimateofthesamebytheTransactionParties,andneithertheCompanynorany

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otherTransactionPartyshallbeinviolationofthisSection 5.3(b)ifactualfiguresvaryfrom such good faith estimates.

(c)At any time prior to the beginning of the month to which a Target Month End Product Volume relates (but subject to any applicable notification deadlines specified on Schedule D hereto), the Parties may, by mutual agreement, change such Target Month End Product Volume in accordance with Section 5.3(b).

(d)In addition, Aron may adjust the Target Month End Product Volume for any Product with the consent of the Company.

(e)For any calendar month in which quantities of Feedstocks or Products are delivered by Aron under one or more Additional Transactions entered into during such month pursuant to the Marketing and Sales Agreement, the Target Month End Feedstock Volume of any such Feedstock or the Target Month End Product Volume of any such Product, as applicable, for the end of such month shall be reduced by the aggregate net quantity of such Feedstock or Product so delivered to the extent such Additional Transactions are entered into after such Target Month End Feedstock Volume or such Target Month End Product Volume is established, as applicable.

5.4 Price Adjustments.

(a)(x) With respect to each Price Adjustment Month, Aron shall review the relevant price data and calculate whether, based on such data and the procedures set forth in Schedule K, an adjustment to any of the Feedstock Prices or any of the Product Prices is appropriate, and (y)at any time, Aron may review the relevant price data and calculate whether, based on such data and the procedures set forth in Schedule K, an adjustment to any of the Feedstock Prices or anyof the Product Prices is appropriate in its good faith estimation utilizing all such data and procedures for each of the Feedstock Prices and the Product Prices.Promptly after Aron has completed such calculations contemplated by either subclause (x) or (y) above, as applicable, it shall advise the Company in writing as to whether any such Feedstock Price or Product Price adjustments are appropriate and if so the amounts of any such Feedstock Price and/or Product Price; provided, that, if Aron makes a determination regarding Feedstock Price Adjustments and/or Product Price Adjustments for any Product Group pursuant to subclause (y) above, the Feedstock Price Adjustments and/or Product Price Adjustments shall be made with respect to each Product Group at such time. Any Feedstock Price Adjustments and/or Product Price Adjustments made pursuant to this Section 5.4(a) shall be binding pursuant to Section 5.4(b) absent manifest error, and the Company shall notify Aron of any such error within two (2) Business Days of the Company’s receipt of such calculations and amounts.

(b)(x) Any such adjusted Feedstock Prices or Product Prices determined pursuant to Section 5.4(a)(x) shall (A) apply to such Price Adjustment Month and be trued up pursuant tothis Section 5.4 and (B) otherwise become effective commencing with the month immediately following such Price Adjustment Month, and (y) any such adjusted Feedstock Prices or Product Prices determined pursuant to Section 5.4(a)(y) shall become effective on the immediately succeeding Business Day after the date of determination and in accordance with Section 5.4(a); provided further, that if there is a dispute regarding the adjusted Feedstock Prices or Product Prices, the Transaction Parties shall continue to pay any Provisional Group Price Adjustment InterimAmountassociatedwiththedisputedFeedstockPriceAdjustmentorProductPrice

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Adjustment in accordance with Section 5.4(c), and Aron and the Transaction Parties shall resolve any such dispute in accordance with Section 22.4.

(c)(x) With respect to any Price Adjustment Month for which a Feedstock Price AdjustmentoranyProductPriceAdjustmentistobecomeeffectivepursuantto Section 5.4(b)(x), Aron shall determine either the Feedstock Price Adjustment SettlementAmount or the Product Price Adjustment Settlement Amount, as applicable, and such amount shall be included in the Aggregate Provisional Price Adjustment Interim Amount that is incorporated into the Monthly True-Up Amount for such Price Adjustment Month (which, for the avoidance of doubt, shall be paid in the month immediately following such Price Adjustment Month), and (y) for any date on which a Feedstock Price Adjustment or any Product Price Adjustment is to become effective pursuant to Section 5.4(b)(y), Aron shall determine, the Provisional Group Price Adjustment Interim Amount in accordance with Schedule C, and such amounts shall be included in the Interim Payment issued and associated with the Flow Date (as indicated on Schedule G) on which the applicable Feedstock Price Adjustment or Product Price Adjustment becomes effective pursuant to Section 5.4(b)(y) and invoiced pursuant to ScheduleG.

(d)As used herein, “Price Adjustment Month” means, unless otherwise agreed by Aron in writing, each calendar month during the Term.

ARTICLE 6

[RESERVED]

ARTICLE 7

MONTH END INVENTORY; CERTAIN DISPOSITIONS; INCLUDED LOCATION MAINTENANCE; GRADE CHANGES

7.1 Month End Inventory.

(a)By no later than 11:59:59 p.m. CT of the first day of each month, the Transaction Parties shall apply the Volume Determination Procedures to the Included Title Locations, and based thereon shall determine for the immediately preceding month (i) for each Feedstock, the aggregate volume of such Feedstock held in the Included Feedstock Title Locations (including Feedstock Title Linefill) at that time (the “Ending Feedstock Title Inventory”), (ii) for each Feedstock, the aggregate amount of Feedstock held in Included Feedstock Lien Locations (including Feedstock Lien Linefill) at that time (the “Ending Feedstock Lien Inventory”), (iii) for each Product, the aggregate volume of such Product held in the Included Product Title Locations (includingProductTitleLinefill)atthattime(each,an“Ending Product Title Inventory”)and

(iv) for each Product, the aggregate volume of such Product held in the Included Product Lien Locations (including Product Lien Linefill) at that time (each, an “Ending Product Lien Inventory”).

(b)Aron may, or may have Aron’s Inspector, witness all or any aspects of the Volume Determination Procedures as Aron shall direct, which shall be at the Company’s sole cost and expense once per calendar quarter.If, in the reasonable judgment of Aron or Aron’s Inspector, the Volume Determination Procedures have not been applied correctly, then the Transaction Parties will cooperate with Aron, or Aron’s Inspector, to ensure the correct applicationoftheVolumeDeterminationProcedures,includingmakingsuchrevisionstothe

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Ending Feedstock Title Inventory, Ending Feedstock Lien Inventory, Ending Product Title Inventory or Ending Product Lien Inventory, in each case, as may be necessary to correct any such errors.

(c)The Transaction Parties agree that, in addition to reporting to Aron the volume determinations made by the Transaction Parties pursuant to Section 7.1(a), the Transaction Parties shall use commercially reasonable efforts to arrange for all applicable third parties, in each case, to make available online or via an online portal (to which Aron has access) copies of all volume reports and statements related to Feedstock or Products held at any Included Title Locations or Included Lien Locations or with respect to any Hydrocarbon inventories held byany Transaction Party at any other locations including any inventory, quantity, or quality inspection reports prepared by such third party and in any event the Company will provide such reports and statements to Aron promptly after the Company’s receipt of any such reports and statements.

7.2Calculation of Sales. For any month, the “Aggregate Monthly Net Group Sales” shall be determined as set forth on Schedule C.

7.3 Included Location Maintenance.

(a)Promptly after the Company completes its annual business plan with respect to any year, it shall notify Aron of any tank maintenance contemplated with respect to such yearthat would result in any Included Location being unavailable.

(b)The Transaction Parties shall as promptly as practicable (and in any event within two (2) Business Days after the occurrence thereof) notify Aron by e-mail or orally (followed by prompt written notice) of any previously unscheduled downtime or maintenance (or reasonably foreseeable unscheduled downtime or maintenance) of any Included Location or any material portion of a Refinery, in each case, expected to have a duration in excess of one (1) day.

(c)The Transaction Parties shall give Aron at least thirty (30) days’ prior written notice of (i) any scheduled maintenance that any Transaction Party and/or any of its Affiliates or third parties intends to conduct on any of the Refinery or any Included Tanks that would result in such storage tank being taken out of service for a period greater than thirty (30) days (“Tank Maintenance”) or (ii) any Included Tanks that become inactive for more than thirty (30) days (“Inactive Tanks”), in which case, Schedule E, as applicable, shall be amended in accordance with Section 27.9 by the Parties to exclude such Inactive Tanks as Included Title Locations.

(d)Each Transaction Party agrees that it will use commercially reasonable efforts, consistent with Accepted Industry Practice, to complete (and to cause any third parties to complete) any Tank Maintenance as promptly as practicable.The Transaction Parties shall provide Aron with an initial estimate of the period of any Tank Maintenance and shall regularly update Aron as to the progress of such Tank Maintenance.If, any Transaction Party determines that the expected completion date for Tank Maintenance has or is likely to change by thirty (30) days or more, it shall promptly notify Aron of such determination.

(e)In addition to Aron’s rights and remedies described in Section 12.4, if any Included Tank (i) has had no bulk movements of Feedstock or Products during any period of thirty (30) consecutive days or has otherwise been designated or categorized as no longer being active or in use for at least thirty (30) consecutive days and (ii) holds a de minimis amount of inventoryforsuchperiod,theCompanyshallpromptlydelivertoAronwrittennoticethereof

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describing in reasonable detail the matter, and Aron shall, within five (5) Business Days after receipt of such notice, advise the Company whether such Included Tank constituting an Included Title Location or Included Lien Location shall cease to constitute an Included Title Location or Included Lien Location, as applicable, for purposes hereof. If Aron advises the Company by written notice that any such Included Tank is to cease to be an Included Title Location or Included Lien Location, such change in status shall occur on the effective date specified by Aron in such written notice (which shall be on or after the date such notice is effective) delivered in accordance with Article 24. If any Included Tank has ceased to be an Included Title Location or Included Lien Location pursuant to this Section 7.3(e) and thereafter such Included Tank is returned to service or reactivated and Aron determines, in its good faith judgment, that such Included Tank is compliant with Aron’s Policies and Procedures (applied in a non-discriminatory manner), then Aron shall promptly cooperate with the Company to reestablish such IncludedTank as an Included Title Location or Included Lien Location in accordance with the terms ofthis Agreement.

7.4Certain Regulatory Matters.If Aron shall determine, in its reasonable judgment, that asa result of (a) the adoption or taking effect of any Applicable Law, (b) any change in Applicable Law or in the administration, interpretation, enforcement 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 theforegoing, in each case, after the Commencement Date (each, a “Regulatory Event”), Aron or any of its Affiliates is or would (i) not be permitted to hold, own, store, transport, purchase, finance or hedge all or certain types of Feedstock and/or Products subject to the transactions contemplated by the Transaction Documents (collectively, “Specified Activities”), (ii) be unable to perform in any material respect its obligations under this Agreement and/or the other Transaction Documents, (iii) be required to hold additional capital, or be assessed any additional capital or other charges, on the basis of holding, storing, transporting, buying, financing, selling, or owing any commodities from time to time, including without limitation, any of the commodities subject to the transactions contemplated by this Agreement and the other Transaction Documents or (iv) were it to continue to engage in Specified Activities or perform such obligations, and taking into account the manner in which it conducts its business in its discretiongenerally (and taking into account other commodities and the volumes thereof held by Aron or any of its Affiliates from time to time), be or likely to be subject to additional or increased burdens or costs (including any requirements to hold additional capital, or to be assessed any additional capital or other charges), then it shall notify the Company in writing of such determination (“Regulatory Event Notice”). Following the sending of a Regulatory Event Notice, Aron shall promptly consult with the Company in good faith to determine and assess what actions or steps, if any, either the Company or Aron or theParties could implement to alleviate, minimize and/or mitigate the effect of any such Regulatory Event. If the Parties identify actions or steps that, in Aron’s reasonable judgment, can be implemented without resulting in Aron incurring any additional costs, expenses or burdens hereunder or under the other Transaction Documents while preserving the economic terms and conditions of this Agreement and the other Transaction Documents (including economic benefits, risk allocation, costs and Liabilities), thenthe Parties shall, in good faith, 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 soidentified within thirty (30) days of the delivery of the Regulatory Event Notice (unless the Parties mutually agree to extend such period), and for so long as such Regulatory Event (or the effects thereof) continues, then Aron may, by written notice to the Company, elect to terminate this Agreement in accordance with Article 17 on the termination date that Aron specifies in such notice, which termination date shall constitute a “Termination Date” for purposes of Article 17; provided that, to the extent not inconsistent with or in violation of such Regulatory Event and subject to the expected or actual effective dateofsuchRegulatoryEvent,theterminationdatespecifiedinsuchnoticeshalloccuratleastninety

(90)daysafterthedatesuchnoticeisgiven(butnolaterthanonehundredeighty(180)daysafterthe

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date such notice is given, unless Aron, in its sole good faith judgment, elects to accelerate such termination date to mitigate or eliminate any risk to Aron that it maybecome subject to such Regulatory Event or any additional material costs, burdens or restrictions as a result thereof). Notwithstanding anything contained herein or in any other Transaction Document, if the Termination Date occurs as a result of any Regulatory Event, no S&O Make-Whole Amount shall arise or be or become due and payable hereunder or under any other Transaction Document.

7.5SDS.From time to time as a result of any changes to an existing material safety data sheet (an “SDS”) or any new feedstock or product becoming a Feedstock or Product, as applicable, pursuant to the terms hereof, the Company shall provide the relevant SDS or relevant new or updated SDS to Aron, promptly after such change or upon the admission of a new Feedstock or Product pursuant to the terms hereof, as applicable.

7.6Material Feedstock Grade Changes.If either the Company or Aron concludes in its reasonable judgment that the specifications or the mix of the constituents of any Feedstock procured, or projected to be procured, differ materially from those that have generally been procured by the Refineryor those that the Transaction Parties may procure from time to time acting as a prudent refinery operator, then the Company and Aron will endeavor in good faith to mutually agree on (i) acceptable price indices for such Feedstock, and (ii) a settlement payment from one Party to the other sufficient to compensate the relevant Party for the relative costs and benefits to each of the price differences between the prior price indices and the amended price indices.

7.7Material Product Grade Changes.If either the Company or Aron concludes in its reasonable judgment that the specifications or the mix of the constituents of a Product Group produced,or projected to be produced, differ materially from those that have generally been produced by the Refinery or those that the Transaction Parties mayproduce fromtime to time actingas a prudent refinery operator, then the Company and Aron will endeavor in good faith to mutually agree on (i) acceptable price indices for such Product, and (ii) a settlement payment from one Party to the other sufficient to compensate the relevant Party for the relative costs and benefits to each of the price differences between the prior price indices and the amended price indices.

ARTICLE 8

PAYMENT PROVISIONS

8.1 Interim Payments.

(a)For each day, Aron will calculate an Interim Payment, in the manner illustrated on Schedule C and in accordance with Schedule G using Best Available Inventory Data, as adjusted by any Inspector’s Report or any Updated Inspector’s Report, as applicable, pursuant to Section 3.3 of the Inventory Sales Agreement, and which, for the date on which (i) an Advanceor prepayment of the Initial Lien Amount is required to be made in accordance with Section 5.2(c) of the Financing Agreement, shall include such Advance or prepayment, (ii) if applicable, any Provisional Group Price Adjustment Interim Amount is required to be included in such Interim Payment in accordance with Section 5.4(c), shall include such Provisional Group Price Adjustment InterimAmount, and (iii) anyprovisional calculations that are to be included in such Interim Payment in accordance with Section 8.1(h); provided, that if inventory data have notbeen reported on any day within a two (2) Business Day period, Aron will use the inventory data for the day occurring during the thirty (30) day period preceding such calendar day in the manner illustrated on Schedule G that results in the highest daily amount that would be payable to Aron fortheEstimatedDailyNetTitleFeedstockSalesandthehighestdailyamountthatwouldbe

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payable to Aron for the Estimated Daily Net Title Product Sales (as the case may be); provided further, that, if Aron determines that any inventory data Aron has used in such determination was materially inaccurate, then Aron shall adjust future Interim Payments to take account of any corrected inventory data.

If the InterimPayment is a negative amount, the absolute value will represent anamount payable to the Company and if this is a positive amount, it will represent an amount payable to Aron.

(b)With respect to the Estimated Daily Net Title Feedstock Sales, Estimated Daily Net Liened Feedstock, Estimated Daily Net Title Product Sales and Estimated Daily Net Liened Product:

(i)the inventory data to be used in determining each shall include the Best Available Inventory Data; and

(ii)the Company shall, at the end of each day, provide to Aron the applicable inventoryreports in the formset forth on Schedule W-1, showingthe quantity of (w) Feedstock held in the Included Feedstock Title Locations, (x) Feedstock that is Included Feedstock Lien Inventory, (y) Products held in the Included Product Title Locations and (z) Products that are Included Product Lien Inventory.

(c)For each day, Aron will calculate an interimadjustment to the Lien Amount (the “Interim Lien Settlement”), in the manner illustrated on Schedule C and in accordance with Schedule G using Best Available Inventory Data; provided that if inventory data have not been reported on any day within a two (2) Business Day period, Aron will use the inventory data for the day occurring during the thirty (30) day period preceding such calendar day in the manner illustrated on Schedule G that results in the highest daily amount that would be payable to Aron for the Estimated Daily Net Liened Feedstock and the highest daily amount that would be payable to Aron for the Estimated Daily Net Liened Product (as the case may be); provided further that, if Aron determines that any inventory data Aron has used in such determination was materially inaccurate, then Aron shall adjust future Interim Payments to take account of any corrected inventory data.

(d) [Reserved].

(e)For each day, Aron shall determine the Estimated Daily Net Title Feedstock Sales, Estimated Daily Net Liened Feedstock, Estimated Daily Net Title Product Sales and Estimated Daily Net Liened Product, in a commercially reasonable manner based on the inventory data and otherwise in the manner contemplated by this Section 8.1, Schedule C and Schedule G, and to the extent it deems appropriate taking into account such other data as maybe relevant to the determination of such estimates.

(f)Aron shall advise theCompanyof the amount of an InterimPaymentviainvoice issued in accordance with Schedule G.The party obligated to make such Interim Payment shall cause such payment to be made on the applicable payment date indicated on Schedule G.

(g)For any Business Day, the Interim Payment to be determined and advised by Aron shall be the Interim Payment for that day; provided that if such Business Day is followedby one or more non-Business Days, then Aron shall determine and advise to the Company the InterimPaymentforthatBusinessDayaswellastheInterimPaymentforeachofsuch

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subsequentnon-BusinessDaysinthemannerillustratedonSchedule GandallsuchInterim Payments shall be due on the same day.

(h)Aron may (but shall not be obligated to) include a provisional calculation of any amounts due hereunder or the other Transaction Documents as of the date of any Interim Payment or as part of the Monthly True-Up Amount for the month of such Interim Payment; provided that (x) if any calculated adjustment is positive, it will represent an amount payable to Aron and (y) if any calculated adjustment is negative, it will represent an amount payable to the Company. All provisionally charged adjustments will be credited in the applicable MonthlyTrue-Up Amount. All applicable provisional amounts included in any Interim Payment will be taken into account (but without duplication) for purposes of calculating the applicable Monthly True-Up Amount (or estimated Monthly True-Up Amount) or any Unpaid Amounts.

8.2 Monthly True-Up Amount.

(a)For each month, Aron will use commerciallyreasonable efforts to provide to the Company, within five (5) Business Days following receipt of the Ending Feedstock Title Inventory, the Ending Feedstock Lien Inventory, the Ending Product Title Inventory, the Ending Product Lien Inventory, and any other supporting documentation, as applicable, pursuant to Section 7.1, a calculation and appropriate documentation to support such calculation for such month for a monthly true-up payment (the “Monthly True-Up Amount”); provided that, Aron may (but shall not be obligated to), in respect of any Monthly True-Up Amount, provide to the Company an estimate of such Monthly True-Up Amount associated with the applicable true-up month at any time on or after the first calendar day of such month, which shall be calculated by Aron in good faith based on Aron’s best estimates and in accordance with Schedule C and each such estimated Monthly True-Up Amount shall be payable in accordance with this Section8.2(a). The Monthly True-Up Amount for any month shall be equal to the following determined in accordance with Schedule C:

(i)the Monthly Cash Settlement (as defined in Schedule C) plus any costs or expenses incurred by Aron in connection with any of the Base Agreements or Bailee’s Letters in respect of Included Lien Locations (including without limitation any costs or expenses incurred in connection with exercising Aron’s rights under any Bailee’s Letters and any pipeline compensation or reimbursement payments that are not timely paid by the pipeline to Aron) for such month; plus

(ii) anyotherUnpaidAmountsduefromanyTransactionPartytoAron;

minus

(iii)anyother Unpaid Amount then due fromAron to anyTransaction Party; plus or minus, as applicable,

(iv)if applicable, any estimated Monthly True-Up Amount previously paid by any Party in respect of such Monthly True-Up Amount pursuant to the proviso in the first sentence of this Section 8.2(a).

If the Monthly True-Up Amount (or estimated Monthly True-Up Amount) is a negative number, then the absolute value of such number shall be the amount due from Aron to the Company, and if the Monthly True-Up Amount (or any estimated Monthly True-Up Amount) is a positive number, such amount shall be due from the Company to Aron.The Company shall pay (a) any estimated Monthly True-UpAmountduetoArontwo(2)BusinessDaysafterreceiptofwrittennoticethereofand(b)any

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Monthly True-Up Amount due to Aron two (2) Business Days after the Company’s receipt of themonthly invoice for any Delivery Month and all related documentation supporting the invoice.Aron shall pay (x) any estimated Monthly True-Up Amount due to the Company two (2) Business Days after providing written notice thereof to the Company and (y) any Monthly True-Up Amount due to the Company two (2) Business Days after making its definitive determination of such amount by issuing the monthly true-up invoice to the Company.

(b)For purposes of determining the amounts due under Section 8.2(a), the definitions and formulas set forth in Schedule C shall apply.In addition, the Fee Letter contains various definitions and formulas that shall be applied for purposes of determining certain of the amounts referred to in Schedule C.

(c)In the event that any Party determines, in its reasonable discretion, thatFeedstock purchases and sales pursuant to the Supply and Offtake Agreement and Advances under the Financing Agreement are resulting in the Monthly Cash Settlement due from the Transaction Parties to Aron that could be materially decreased via Interim Payments as a resultof amendments to Schedule C related to Feedstock, the Parties shall work together in good faith and in a commerciallyreasonable manner toamend Schedule Cto reflect such applicable change pursuant to a Specified Schedule Change.

8.3Maximum Inventory Levels.Notwithstanding any transfer of title to Aron to all such Feedstock or Products or any Lien that Aron may have over Included Lien Inventory, Aron shall not be obligatedatanytimetopayforormakeanyAdvanceonaccountofanyquantityofFeedstockorProduct under Sections 8.1 or 8.2 or otherwise hereunder to the extent such payment or Advance would relate to an aggregate quantity of Feedstock or such Products in the Included Locations in excess of the then applicable Maximum Inventory Level as set forth on Schedule D or as may have been temporarily adjusted under Section 6.5 of the Supply and Offtake Agreement; it being understood and agreed that a volume of any type of Feedstock or Products in excess of the applicable Maximum Inventory Level therefor may be stored in the applicable Included Locations from time to time and Aron shall not be required to purchase, pay for or finance any such excess amount, in each case, in accordance with the Transaction Documents.

8.4 Invoices.

(a)Invoices shall be prepared and submitted in accordance with the terms of Schedule G.

(b)If the Company in good faith disputes the amount of any invoice issued by Aron relating to any amount payable hereunder (including Interim Payments, Monthly True-Up Amounts or Ancillary Costs), it nonetheless shall pay Aron the full amount of such invoice bythe due date and informAron in writing of the portion of the invoice with which it disagrees and why; provided that, to the extent that the Company promptly informs Aron of a calculation error that is obvious on its face, the Company shall pay Aron the undisputed amounts and may retain such disputed amount pending resolution of such dispute; provided further that the Parties shall worktogetherinacommerciallyreasonablemannerandingoodfaithtoresolveanysuchdispute prior to the time such disputed amount becomes due and payable, if possible, and otherwise as expeditiously as practicable, and in connection therewith, Aron shall provide to the Companyany information reasonably requested by the Company, in sufficient detail (including Excel spreadsheets or other applicable items which show the applicable figures and formulas used to calculate such payment amounts) to enable the Company to verify the amount to be included in suchdisputedinvoice.IfthePartiesagreethattheCompanydoesnotowesomeorallofthe

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disputed amount or as may be determined by a court pursuant to Article 22, Aron shall return such amount to the Company, together with interest at the Federal Funds Effective Rate fromthe date such amount was paid, within two (2) 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, Aron will issue a corrected invoice and any residual payment that would be required thereby will be made by the appropriate Party within two (2) Business Days.

8.5 [Reserved].

8.6Interest.Notwithstanding anything to the contrary herein or in any other Transaction Document, after the occurrence and during the continuance of any Event of Default, upon notice from Aron to the Company, interest shall accrue on any unpaid amounts (including any accelerated amounts) owed by the Transaction Parties under the Transaction Documents at the Default Interest Rate from the date of the occurrence of such Event of Default until such amount is actually received byAron, and such interest shall be payable on demand, in each case, whether or not such interest is allowed or allowable in any Insolvency or Liquidation Proceeding.Payment or acceptance of the increased rates of interest provided for in this Section 8.6 is not a permitted alternative to timelypayment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Aron hereunder.

8.7Payment in Full in Same Day Funds.All payments to be made under the Transaction Documents shall be made by wire transfer of same day funds in U.S. Dollars to, in the case of paymentsto the Transaction Parties, the bank account listed in Schedule Z, or, in the case of payments to Aron,such bank account at such bank as Aron shall designate in writing to the payor from time to time.Except as expressly provided in this Agreement, the Inventory Sales Agreement, the Supply and Offtake AgreementandtheFinancingAgreementoranyotherTransactionDocument,allpaymentsshallbemade in full without discount, offset, withholding, counterclaim or deduction whatsoever for any claims whicha Party may now have or hereafter acquire against the other Party, whether pursuant to the terms of this Agreement, any other Transaction Document or otherwise.

8.8Inability to Determine SOFR Rate.In the event that anyfee, charge or other payment or amount under the Transaction Documents is determined by reference to the SOFR Rate and Aron determines that the provisions of Section 7.11(a) of the Financing Agreement have been implicated, the Parties shall endeavor to establish an alternate rate to replace such “SOFR Rate” for all such purposes pursuant to the terms of Section 7.11(a) of the Financing Agreement.

8.9Incremental Reduction. At any time the Fixed Charge Coverage Ratio (Indenture) falls below 1.50:1.00 for two consecutive fiscal quarters, Aron may, in its sole discretion, elect to reduce the DailyValue for all Product Groups byimplementingthe Incremental Fixed Holdbackin accordance with Schedule B (the “Incremental Reduction”) with immediate effect for the immediatelysubsequent invoice delivered pursuant to Section 8.4 until the end of the month in which the delivery of quarterly financial statements for two subsequent consecutive fiscal quarters pursuant to Section 15.3(a)(ii) shows a Fixed Charge Coverage Ratio (Indenture) for each such fiscal quarter greater than or equal to 1:50:1:00.

ARTICLE 9

[RESERVED]

ARTICLE 10

INDEPENDENT INSPECTORS; STANDARDS OF MEASUREMENT

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10.1Aron shall be entitled to have Aron’s Inspector present at any time the Volume Determination Procedures are to be applied in accordance with the terms of this Agreement, which shall be at the Company’s sole cost and expense four (4) times per calendar year, and to observe (subject to Accepted Industry Practice during such observation) the conduct of Volume Determination Procedures. For the avoidance of doubt, if the Company shall have paid the costs and expenses of Aron’s Inspector under either this Section 10.1 or under Section 7.1(b) in any calendar quarter, the Company shall have no other obligation to pay for the costs and expenses of Aron’s Inspector under the other section in the same calendar quarter (unless an Event of Default has occurred and is continuing).

10.2Inadditiontoitsrightsunder Section 10.1,Aronmay,fromtimetotimeduringtheTerm of this Agreement, upon reasonable prior notice to the Company, at the Company’s sole cost and expense once per year (unless an Event of Default has occurred and is continuing), have Aron’s Inspector conduct measurements, surveys and inspections of any of the Included Locations other than Included Third Party Locations or observe any Feedstock or Product transmission, handling, metering or other activities being conducted at such Included Locations or the Delivery Points associated therewith, including for the purpose of (a) measuring the quantity of, and/or conducting sampling and analyses of, any Feedstock or Products in accordance with the specifications set forth in the Volume Determination Procedures and (b) measuring the quality of, and/or conducting sampling and analyses of, any Feedstock or Products (collectively, the “Inspection Activities”); provided, that such Inspection Activities shall not materially interfere with the ordinary course of business being conducted at such Included Locations or the refinery and shall be conducted in accordance with Accepted Industry Practice; provided, further that, to theextent Aron’s Inspector is solely observing any Inspection Activities caused to be conducted by the Company, the Company shall provide, or cause to be provided, to Aron, a copy of any reports, documents, testing results or other information related to such Inspection Activity.

10.3Subject to the Storage Facilities Agreement, the applicable Required Storage and Transportation Arrangements, any Bailee’s Letter, any Carrier Notices, any Freight Forwarder Agreement, and any Customs Broker Agreement, Aron will have the right (or, with respect to any Included Locations that are not the Refinery and Terminal Assets and any Eligible In-Transit Inventory, the Transaction Parties shall ensure that Aron will have the right) to inspect the Included Locations and any Eligible In-Transit Inventory in accordance with Accepted Industry Practice. In the event that recalibration of meters, gauges or other measurement equipment is requested by Aron usingcommercially reasonable judgment as a result of the activity contemplated in this Article 10, the Transaction Parties shall make all necessary recalibrations in accordance with the specifications set forth in the Volume Determination Procedures within five (5) days and shall promptly communicate such changes to Aron.The cost of any such recalibration is to be borne solely by the Transaction Parties.

10.4Standards of Measurement.All quantity and volume determinations herein, except for the Wax Product Group, will be corrected to sixty (60) degrees Fahrenheit based on a U.S. gallon of two hundred thirty-one (231) cubic inches and forty-two (42) gallons to the Barrel, in accordance with the latest supplement or amendment to ASTM-IP petroleum measurement tables (Table 5A of ASTM-IP for Feedstock and Table 5B of ASTM-IP for Products).

ARTICLE 11

[RESERVED]

ARTICLE 12

REFINERY TURNAROUND, MAINTENANCE AND CLOSURE

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12.1The Transaction Parties shall be responsible for all operations and maintenance of Included Title Locations which are, directly or indirectly, owned by the Transaction Parties including the Stonebriar Refinery Assets.The applicable Transaction Party shall promptly notify Aron in writing of the date for which any material inspection, material maintenance, restart or turnaround at the Refineryor any Refinery Facility has been scheduled, or any revision to previously scheduled material inspection, material maintenance, restart or turnaround, which may impair receipts of Feedstock at the Refinery or the Included Title Locations, the processing of Feedstock in the Refinery or the delivery of Products to Aron or by Aron to any Transaction Party or any third parties; provided that, (i) promptly after the Company completes its annual business plan with respect to any year, it shall notify Aron of any such material inspection, material maintenance, restart or turnaround contemplated with respect to such year and (ii) the Company shall give Aron at least two (2) months’ prior written notice of any such scheduled material inspection, material maintenance, restart or turnaround.

12.2The Transaction Parties shall promptly (and in any event within two (2) Business Days after the occurrence thereof) notify Aron orally (followed by prompt written notice) or by e-mail of any previouslyunscheduled downtime or maintenance (or anyreasonablyforeseeable unscheduled downtime or maintenance) in respect of any Refinery hydrocracker, any Refinery coker or any Feedstock unit orany other material portion of the Refinery and Terminal Assets exceeding forty-eight (48) hours (including any such downtime as a result of Force Majeure).

12.3In the event of a scheduled shutdown of the Refinery, the Transaction Parties shall provide written notice to Aron describing the plan and the scope of work to be conducted during such scheduled shutdown, including any material impacts to the processing of Feedstock or delivery of Products during such scheduled shutdown, and shall use commercially reasonable efforts to keep Aron apprised of the progress of the work and any deviations from the previously disclosed plan of work or anticipated processing of Feedstocks and delivery of Products.

12.4 Treatment of Facilities.

(a)Subject to Section 12.4(b) below, if at any time Aron determines that all or any portion of the facilities constituting an Included Lien Location or an Included Title Location (such facilities, in each case, “Identified Facilities”) fails to satisfy Aron’s then applicable policies and procedures relating to the prudent maintenance and operation of storage tanks, pipeline facilities, vessels and other infrastructure used to store or transport Feedstock and/or refined products, as applicable (“Aron’s Policies and Procedures”), and without limiting any other rights and remedies available to Aron hereunder or under any other Transaction Document, Aron may provide the Company notice of such failure so long as such failure is continuing and,if Aron provides such notice, the following provisions shall be applicable: (i) in the case of any Identified Facilities that are subject to the Storage Facilities Agreement, upon such date as Aron shall specify in such notice, such Identified Facilities shall cease to constitute an Included Lien Location (or a part of an Included Lien Location) or an Included Title Location (or part of an Included Title Location), as applicable, for purposes hereof and any payment to Aron in respect of any Feedstock or Products held in such Identified Facilities shall become due in accordance with the provisions of Article 10 hereof; (ii) in the case of any Identified Facilities that aresubject to a Required Storage and Transportation Arrangement, the Parties shall endeavor as promptly as reasonably practicable to execute such rights, provide such notices, negotiate such reassignments or terminations and/or take such further actions as Aron deems necessary or appropriate to terminate Aron’s status as the party entitled to use and/or hold Feedstock or Products at such Identified Facilities and, concurrently with effecting the termination of such status, such Identified Facilities shall cease to constitute an Included Lien Location (or part of an Included Lien Location) or an Included Title Location (or part of an Included Title Location), as

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applicable, for purposes hereof and any payment to Aron in respect of any Feedstock or Products heldinsuchIdentifiedFacilitiesshallbecomedueinaccordancewiththeprovisionsof Article 10 hereof; and (iii) to the extent such Identified Facilities were Included Title Locations, Aron may in its sole discretion, designate such Identified Facilities as Included Lien Locations.

(b)Aron’s rights under Section 12.4(a) above are subject to the following additional terms and conditions:

(i)Aron shall apply Aron’s Policies and Procedures with respect to the Included Locations in a non-discriminatory manner as compared with other similar storage tanks and pipeline facilities utilized by Aron in a similar manner.

(ii)If any Identified Facilities cease to be Included Locations pursuant to Section 12.4(a) above, and thereafter Aron determines, in its reasonable good faith judgment, that such Identified Facilities have become compliant with Aron’s Policiesand Procedures, then Aron shall promptly cooperate with the Company to reestablish such Identified Facilities as Included Locations hereunder.

(iii)If the failure of any Identified Facilities to satisfy Aron’s Policies and Procedures is solely as a result of Aron’s Policies and Procedures exceeding thestandards or requirements imposed under Applicable Law or Accepted Industry Practice, then (1) Aron shall not require the removal of such Identified Facilities as Included Title Locations until the 60th day after giving the Company written notice of such failure, unless in Aron’s reasonable judgment such failure presents an imminent risk relating to Aron’s rights and interests in Feedstock or Products located at such Identified Facility, in which case Aron may require that such Identified Facility immediately cease toconstitute an Included Title Location and the terms of Section 12.4(a) shall immediately become applicable, (2) during such sixty (60) day period, Aron shall consult with the Company in good faith to determine whether, based on further information provided by the Company, additional actions or procedures can be taken or implemented that would cause such Identified Facilities to comply with Aron’s Policies and Procedures, and (3) if it is determined that such Identified Facilities do comply with Aron’s Policies and Procedures or, as a result of such additional actions or procedures, such Identified Facilities become so compliant within such sixty (60) day period, then such Identified Facilities shall remain Included Title Locations.

(iv)If within the sixty (60) day period referred to in clause (iii)(2) above, the Company has identified and diligently commenced the implementation of additional actions or procedures that are intended to result in such Identified Facilities becoming compliant with Aron’s Policies and Procedures, but such implementation cannot, despite the use of commercially reasonable efforts, be completed within such sixty (60) day period, then for so long as the Company continues to diligently pursue the implementation of such additional actions and procedures, such sixty (60) day period shall be extended up to an additional sixty(60) days (or such longer period as the Parties may mutually agree (including via email)) to allow for such implementation to be completed.

ARTICLE 13

TAXES

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13.1The Transaction Parties shall, jointly and severally, pay and indemnify on After-Tax Basis and hold Aron harmless against, the amount of all Non-Income Taxes, paid, owing, asserted against, or incurred by Aron directly or indirectly with respect to the Feedstock procured and sold to a Transaction Party hereunder, and the Products purchased and resold to a Transaction Party hereunder,and other transactions contemplated hereunder to the greatest extent permitted by Applicable Law; in the event that the applicable Transaction Party is not permitted to pay such Taxes, the amount due hereunder shallbeadjustedbyAronsuchthattheTransactionPartiesshallbeartheeconomicburdenofthe Non-Income Taxes.Each Transaction Party shall pay when due such Non-Income Taxes unless there is anapplicableexemptionfromsuchNon-IncomeTax,withwrittenconfirmationofsuchNon-IncomeTax exemption to be contemporaneously provided to Aron.To the extent Aron is required by law to collect such Non-Income Taxes, one hundred percent (100%) of such Non-Income Taxes shall be added to invoices as separately stated charges and paid in full by the Transaction Parties in accordance with this Agreement, unless the applicable Transaction Party is exempt from such Non-Income Taxes and furnishes Aron with a certificate of exemption; provided, however, that (i) the failure of Aron to separately state or collect Non-Income Taxes from any Transaction Party shall not alter the liability ofthe Transaction Parties for Non-Income Taxes and (ii) Aron shall onlybe liable for Non-Income Taxes if and to the extent that such Non-Income Taxes have been separately stated and collected from a Transaction Party. Any refund or credit with respect to any Non-Income Taxes paid or indemnified bythe Transaction Parties hereunder shall belong to the applicable Transaction Party.Aron shall be responsible for all Taxes imposed on Aron’s net or gross (or any derivative thereof) income, and each Transaction Party shall be responsible for all taxes imposed on its net or gross (or anyderivative thereof) income.

13.2If any Transaction Party disagrees with Aron’s determination that any Non-Income Taxis due with respect to transactions under this Agreement, such Transaction Party shall have the right toseekanadministrativedeterminationinitsownnamefromtheapplicabletaxingauthority,or, alternatively,suchTransactionPartyshallhavetherighttocontestanyassertedclaimforsuch Non-IncomeTaxesinitsownname,subjecttoitsagreeingtoindemnifyAronforanyreasonablecostsof AronincurredtheentireamountofsuchcontestedNon-IncomeTaxshouldsuchNon-IncomeTaxbe deemed applicable. For the avoidance of doubt, the preceding sentence is intended to apply only in cases where the applicable Non-Income Tax is due from, or has been assessed against, the Transaction Party. AronagreestoreasonablycooperatewithsuchTransactionParty,intheeventsuchTransactionParty determinestocontestanysuchTaxes.TheTransactionPartiesshallberesponsibleforallcostsand expenses incurred by them or Aron in the event any Transaction Party decides to seek an administrative determination from the applicable taxing authority or to contest any such Non-Income Taxes.

13.3

(a)Each Transaction Party and Aron shall promptly inform each other in writing of any assertion by a taxing authority of additional liability for Non-Income Taxes in respect of said transactions.AnylegalproceedingsoranyotheractionagainstAronwithrespecttosuch assertedliabilityshallbeunderAron’sdirectionbuttheCompanyshallbekeptreasonably informedandconsultedbyAron.Anylegalproceedingsoranyotheractionagainstany Transaction Party with respect to such asserted liability shall be under such Transaction Party’s direction butAron shallbe keptreasonably informed and consulted by such Transaction Party.Inanyevent,eachTransactionPartyandAronshallfullycooperatewitheachotherastothe asserted liability.Each Party shall bear all the reasonable costs of any action undertaken by the other at the Party’s request.

(b)Inadditiontoparagraph13.3andotherinformationsharingrequirements applicable to Aron and the Transaction Parties, Aron and each Transaction Party shall seasonably

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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 fuel taxes and file tax returns), 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. The Transaction Parties further agree to cooperate with Aron in the preparation and filing of any Non-Income Tax returns with respect to the Feedstock procured and sold to a Transaction Party hereunder.

13.4Any other provision of this Agreement to the contrary notwithstanding, this Article 13 shall survive until ninety (90) days after the expiration of the statute of limitations for the assessment, collection, and levy of any Tax.

ARTICLE 14

INSURANCE

14.1 Insurance Coverages.

(a)The Company Entities, directly or through an Affiliate, shall procure and maintain in full force and effect throughout the Term of this Agreement insurance coverage inthe following types and amounts and with licensed insurance companies rated not less than A- VIII by A.M. Best Company, or otherwise reasonably acceptable to Aron, in respect of the Company Entities’ receipt, handling and storage of Feedstock, Products, or J. Aron Property in connection with the Transaction Documents or the receipt, handling and storage of Feedstock, Products or J. Aron Property under any Required Storage and Transportation Arrangement or any other Transaction Documents:

(i)Property insurance for property damage including business interruption coverage on an “all risk” basis without co-insurance, including but not limited to flood, earthquake, windstorm, and tsunami, covering damage to the Refinery and Terminal Assets and the Storage Facilities on a repair or replacement cost basis in an amount sufficient to repair major components of and replace such Refinery and Terminal Assets and Storage Facilities as reasonably determined pursuant to an engineering report prepared by an expert recognized by underwriters for such purpose or loss limits reasonably acceptable to Aron.

(ii)Business interruption and extra expense coverage shall include an atleast twelve (12) months indemnity period and shall be in an amount equal to the projected net income plus costs that would reasonably be expected to continue from such Refinery and Terminal Assets and Storage Facilities based upon the Transaction Parties’ reasonable estimate thereof and Aron shall be named as a loss payee or lender loss payee under such policy via customary endorsements acceptable to Aron.

(iii)Stock throughput insurance on an “all risk” basis without co-insurance, including but not limited to flood, earthquake, windstorm, tsunami, theft, burglary, misappropriation, and fraud perils.Such insurance shall cover the physical damage or loss (including mysterious disappearance and shortage) of the Feedstock, Products and J. Aron Property for the full market value or replacement value with respect to the Feedstock,ProductsandJ.AronProperty,whichevervalueisgreater.Suchinsurance

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shallbevalidtocovertheFeedstock,ProductsandJ.AronPropertythatarestoredat Included Locations.

(iv)Commercial general liability insurance, including but not limited to bodily injury, property damage, contractual liability, severability liability, cross suit liability, products and completed operations liability, time element pollution liability,and independent contractor’s liability in a minimum amount of $1,000,000 per occurrence and $2,000,000 in the aggregate.

(v)Workers compensation insurance in the amount required by Applicable Law, and employer’s liability insurance with a minimum amount of $1,000,000 per accident, $1,000,000 per disease, and $1,000,000 aggregate.

(vi) Commercialautomobileliabilityinsuranceinaminimumamountof

$1,000,000 per accident.

(vii)Umbrella/excess liabilitycoverage providingcoverage on a follow-form basis with respect to the coverage required under Sections 14.1(a)(iv) – 14.1(a)(vi) in a minimumamount of $175,000,000 per occurrence and in the aggregate; provided that, to the extent such limit exceeds the insurance limits available or the insurance limits available at commercially reasonable rates in the insurance marketplace, the Company Entities will maintain the highest insurance limit available at commercially reasonable rates; provided however, that the Company will promptly notify Aron of the Company Entities’ inability to procure and maintain such limit of coverage.

14.2 Additional Insurance Requirements.

(a)The foregoing policies required pursuant to Section 14.1 shall include or provide that the underwriters waive all rights of subrogation against Aron and the insurance is primary without contribution from Aron’s insurance.The foregoing policy listed in Section 14.1(a)(iii) shall include Aron as loss payee and/or lender loss payee as per the interest of Aron in the Feedstock, Products and J. Aron Property.Applicable endorsements for the loss payee and/or lender loss payee interest shall be acceptable to Aron.The foregoing policies listed in Sections 14.1(a)(iv), (v), (vi) and (vii) and shall include Aron, its subsidiaries, and affiliates and their respective directors, officers, employees, advisors, representatives and agents as additional insured as their respective interests may appear.Applicable endorsements for the additional insureds interest shall be acceptable to Aron.The Company Entities shall furnish Aron with insurance certificates issued by their insurance carriers or their authorized insurance broker, in Acord form or equivalent, and the applicable endorsement documents evidencing the existence of thecoveragesandtheendorsementsrequiredabove.TheCompanyEntitiesshallprovideten

(10) days’ written notice to Aron prior to any cancellation of insurance becomingeffective. The Company Entities also shall provide to Aron renewal certificates promptly after such renewal certificates are available.

(b)TheCompanyEntitiesshallcomplywithallnoticeandreportingrequirementsin the foregoing policies and timely pay all premiums, except as would not reasonably be expected to adversely impact the enforceability of any such policies.

(c)The Company Entities shall be responsible for any deductibles or retentions that are applicable to the insurance required pursuant to Section 14.1.

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(d)All insurance required herein and in Section 14.1 should be written on an occurrence-basedbasis.Totheextentthatanyoftheinsurancepoliciesarewrittenona claims-made basis, the Company Entities agree to continue to maintain such insurance at least 6 years after the termination of this Agreement.

(e)If incidents, occurrences, claims, settlements or judgments against the umbrella/excess liability policy required in Section 14.1(a)(vii) cause the insurers to establish a reserve that erodes or reduces the aggregate limit below $175,000,000, the Company Entities will purchase additional insurance to satisfy the limits requirement in Section 14.1(a)(vii).

(f)Each of the Company Entities shall undertake all reasonable due diligence onany third parties prior to contracting any terminaling and storage services and confirms that such appointed third parties have adequate insurance that is standard and customary to their businesses.If the third parties procure less insurance than is required of the Company Entities under this Agreement, the Company Entities’ insurance required herein in this Section 14.2 shall be excess and contingent of the third parties’ insurance.

14.3No Reduction or Release. The mere purchase and existence of insurance does not reduce or release any Party from any liability incurred or assumed under this Agreement or any otherTransaction Documents.

ARTICLE 15

REPRESENTATIONS, WARRANTIES AND COVENANTS

15.1 Representations and Warranties.

(a)Representations and Warranties of the Transaction Parties.Each Company Entityrepresents and warrants to Aron as of the Commencement Date and as of each dayduring the Term (unless otherwise specified below), that:

(i)Existence, Qualification and Power; Compliance with Applicable Laws. Such Company Entity and its Restricted Subsidiaries (a) is duly organized or formed, validly existing and in good standing (to the extent the concept of good standing exists in such jurisdiction) under the Applicable Laws of the jurisdiction of its incorporation or formation, and (b) has all requisite corporate (or other equivalent entity) power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations, if any, under the Transaction Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Applicable Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (a) (solely with respect to Restricted Subsidiaries of the MLPCalumetParent thatarenottheTransactionPartiesand Restricted Subsidiariesthereof)orclause (b)(i) or clause (c),to the extent that failureto do so could not reasonably be expectedto havea Material Adverse Effect.No Company Entity is an Affected Financial Institution or Covered Entity.

(ii)Authorization; No Contravention.The execution, delivery and performance by each Company Entity of each Transaction Document to which such Person is party and the performance of its obligations thereunder (including, without limitation,thepurchasesandsalesifFeedstockandProducts,borrowingsofany

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Advances and other obligations under any Credit Extensions and the grant of Liens onthe Collateral as security for the Secured Obligations) have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) violate the termsofanyofsuchPerson’sOrganizationalDocuments;(b) violateorresultinany defaultoraneventofdefaultunderoranybreachorcontraventionof,orresultinor require the creation of any Lien (other than the Liens created by this Agreement or theother Transaction Documents) under, or require any payment to be made under (i) anyContractual Obligation (including, without limitation, any Senior Notes Agreement, any SeniorSecuredNotesAgreementoranyABLCreditDocumentoranyRefinancing Indebtednessinrespectthereof)towhichsuchCompany Entity isa party or affecting such Company Entity or the Property of such Company Entity or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Applicable Law. In addition to and without limiting the generality of the foregoing, each Company Entity represents and warrants to Aron that, in connection with each request for an Advance,such Advance is permitted as an incurrence of additional Indebtedness under each Senior NotesAgreement,eachSeniorSecuredNotesAgreementandeachABLCredit Document.

(iii)Governmental Authorization and Approvals; Other Consents.Each Company Entity and its Restricted Subsidiaries has complied with, and is in compliance with, all Governmental Approvals necessary to conduct its business and to own, leaseand operate its Properties, except to the extent that the failure to so comply could not reasonably be expected to have a Material Adverse Effect.All material import, export or other Licenses, permits or certificates necessary for the import or handling of any goods of the Transaction Parties or for which the Transaction Parties are responsible in accordance with the terms of the Transaction Documents or other Collateral have been procured and are in effect.No approval, consent, exemption, authorization or otheraction by, or notice to or filing with, any Governmental Authority or any other Person is necessary or required to be made or obtained by any Company Entity in connection with the execution, delivery or performance by, or enforcement against, any Company Entity of this Agreement or any other Transaction Document, except for (a) consents, authorizations, notices and filings, all of which have been obtained or made, (b) third party consents with respect to immaterial contracts, (c) those approvals, consents, exceptions, authorizations, actions, notices or filings not relating to any Aron’s Lien on any Collateral, the failure of which to make or obtain could not reasonably be expectedto have a Material Adverse Effect, and (d) filings to perfect the Liens created by the Lien Documents.

(iv)Binding Effect.This Agreement has been, and each other Transaction Document, when delivered hereunder, will have been, duly executed and delivered by such Company Entity that is party thereto.This Agreement constitutes, and each other Transaction Document when so delivered will constitute, a legal, valid and binding obligation of suchCompany Entity, enforceable against each Company Entity that is party thereto in accordance with its terms except as enforceability may be limited by applicable Insolvency or Liquidation Proceeding and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(v) Financial Statements; No Material Adverse Effect.

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(A)The Audited Financial Statements and all other audited financial statements to be delivered pursuant to Section 15.3(a)(i), (i) were, or will be when delivered, prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Parties asof the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other direct or known contingent material liabilities of the Consolidated Parties as of the date thereof, including material liabilities for Taxes, material commitments and Indebtedness.

(B)The unaudited consolidated balance sheet of the Consolidated Parties for the Fiscal Quarter ended September 30, 2023, and the related unaudited consolidated statements of income or operations, partners’ capital and cash flows for the three month period ended on that date, and all other financial statements to be delivered pursuant to Section 15.3(a)(ii) or Section 15.3(a)(iii)

(i) were, or will be when delivered, prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Consolidated Parties as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

(C)During the period from December 31, 2022, to and including the CommencementDate,therehasbeennosale,transferorotherdispositionbyany Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, other than as reflected inthe foregoing financial statements or in the notes thereto or as otherwisedisclosed in writing to Aron on or prior to the Commencement Date.

(D)Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(vi)Litigation.There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Company Entities after due and diligent investigation, threatened in writing or contemplated in writing, at law, in equity, in arbitration or before any Governmental Authority, in each case, in writing and by or against any Company Entity or its Restricted Subsidiaries or against any of its properties or revenues that (a) purport to affect or pertain to this Agreement or any other Transaction Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

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(vii)No Default.No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Transaction Document.

(viii)Ownership of Property; Liens.Each Company Entity or its Restricted Subsidiaries has good record and marketable (or, as to real property in Texas, indefeasible) title in fee simple to, or valid leasehold interests in, all real Property necessary or used in the ordinary conduct of its business, and good title to all of its personal Property, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.All Liens of Aron in the Collateral are duly perfected, first priority Liens, in accordance with the Lien Documents and subject only to Permitted Liens.

(ix)Environmental Compliance.Except in each case as where the existence and/or occurrence of any of the following could not reasonably be expected to have a Material Adverse Effect:

(A)All of the Real Estate and all operations at the Real Estate are in compliance with all applicable Environmental Laws, there is no violation of any Environmental Law with respect to the Real Estate or the operations conducted thereon, and there are no conditions relating to the Real Estate or the operations conducted thereon that could give rise to liability under any applicable Environmental Laws.

(B)NoneoftheRealEstatecontainsanyHazardousMaterialsat,on or under the Real Estate in amounts or concentrations that constitute a violation of, or could give rise to liability under, Environmental Laws.

(C)No Company Entity or Restricted Subsidiary has received any written notice of, or inquiry from any Governmental Authority that remains unresolved or is currently outstanding with regard to, any violation, alleged violation,non-compliance,liabilityorpotentialliabilityregardingenvironmental matters or compliance with Environmental Laws with regard to any of the Real Estate or the operations conducted thereon, nor does any Senior Officer of any Company Entity or Restricted Subsidiary or the general partner of anyCompany Entity or Restricted Subsidiary have knowledge or reason to believe that any such notice will be received or is being threatened.

(D)Hazardous Materials have not been transported or disposed of from the Real Estate, or generated, treated, stored or disposed of at, on or under any of the Real Estate or any other location, in each case by or on behalf of any Company Entity or Restricted Subsidiary in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.

(E)No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Senior Officers of the Company Entities and their Restricted Subsidiaries or the general partner of any Company Entity or Restricted Subsidiary, threatened, under any Environmental Law to which any Company Entity or Restricted Subsidiary is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders orotherorders,orotheradministrativeorjudicialrequirementsoutstanding

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under anyEnvironmental Law with respect to anyCompanyEntity or Restricted Subsidiaries, the Real Estate or the operations conducted thereon.

(F)There has been no Environmental Release, or threat of Release, of Hazardous Materials at or from the Real Estate, or arising from or related to the operations (including disposal) of any Company Entity or Restricted Subsidiary in connection with the Real Estate or otherwise in connection withthe operations conducted thereon, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

(x)Insurance.The properties of the Company Entities and their Restricted Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of a Company Entity and its Restricted Subsidiaries, in such amounts, with such deductibles and covering such risks as are, in the reasonable business judgment of the management of MLPCalumetParent, adequate for the Company Entities and their Restricted Subsidiaries.

(xi)Taxes.The Company Entities and their Restricted Subsidiaries havefiled all material Tax returns and reports required to be filed, and have paid all material Taxes, assessments, fees and other governmental charges levied or imposed upon themor their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.There is no proposed tax assessment against any Company Entity or Restricted Subsidiary thatwould,ifmade,haveaMaterialAdverseEffect.Exceptasdescribedon Schedule 15.1(a)(xi), neither any Company Entity nor any Restricted Subsidiary thereofis party with any Person, other than the Company Entities and their Restricted Subsidiaries, to any Tax sharing agreement; provided that the allocation of taxes in connection with a business acquisition agreement or in the MLP Partnership Agreement(orinanypartnershipagreementorlimitedliabilitycompanyagreementorequivalent)or customary provisions in commercial agreements entered into in the ordinary course of business with third parties not primarily related to Taxes of any Company Entity or any Restricted Subsidiary thereof does not constitute a tax sharing agreement.

(xii) ERISA Compliance.

(A)Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or stateApplicableLaws.EachPlanthatisintendedtoqualifyunder Section 401(a) of the Internal Revenue Code has received favorable determination letters from the IRS covering the periods during which the Planhas been established, or alternatively, can rely on an opinion letter from the IRS with respect to the corresponding adoption agreement and basic Plan documents for all periods during which a determination letter does not apply to the Plan, and if no determination letter or opinion letter can be currently relied upon by the Plan, then the applicable Plan sponsor (i) has an application for such a determination letter that is currently being processed by the IRS with respect to such Plan or (ii) is within a remedial amendment period for submitting such a determination letter application that has not closed with respect thereto, and, to the best knowledge of the Company Entities, nothing has occurred which would reasonably be expected to prevent, or cause the loss of, such qualification.Each

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CompanyEntityandeachERISAAffiliatehasmadeallrequiredcontributionsto each Plan subject to Section 412 of the Internal Revenue Code, except where the failure to make such contribution could not reasonably be expected to have a Material Adverse Effect, and no application for a waiver of the minimumfundingstandardsoranextensionofanyamortizationperiodpursuantto Section 412 of the Internal Revenue Code has been made with respect to any Plan, except where the failure to make such contribution could not reasonably be expected to have a Material Adverse Effect.

(B)There are no pending or, to the best knowledge of the Company Entities, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect.There has been no prohibited transaction or violationof the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(C)Except as could not reasonably be expected to have a Material Adverse Effect, (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) the aggregate actuarial present value of all accumulated plan benefits of all Pension Plans (determined utilizing the assumptions used for purposes of Statement of Financial Accounting Standards No. 35 or any successoraccounting standard) did not, (x) prior to the Omnibus Amendment EffectiveDate,as of the date of MLP Parent’s most recent financial statement reflecting any such amount and (y) on and after the Omnibus Amendment Effective Date,as of the date of Calumet Parent’s most recent financial statement reflecting anysuch amount, in each case, exceed the aggregate fair market value of the assetsof all such Pension Plans except as disclosed in such financial statement; (iii) no Company Entity or any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (otherthanpremiumsdueandnotdelinquentunderSection4007ofERISA);

(iv)noCompanyEntityoranyERISAAffiliatehasincurred,orreasonably

expects to incur, any liability (and, to the knowledge of Company Entities, no event has occurred which, with the giving of notice under Section4219 of ERISA, would result in such liability) under Section4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v)no Company Entity or ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

(D)No Company Entity is an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 of any Plan or any“plan” (within the meaning of Section 4975 of the Code), and neither the execution of this Agreement nor any transaction contemplated under the other Transaction Documentsgivesrisetoaprohibitedtransactionwithinthemeaningof Section 406 of ERISA or Section 4975 of the Code.

(E)With respect to any Foreign Plan insofar as it relates to the obligations of a Company Entity or a Subsidiary, except as could not reasonably be expected to have a Material Adverse Effect, (i) all employer and employee contributions required by law or by the terms of the Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices applicable to that plan; (ii) in the case of any Foreign Plan described in clause (a)

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of the definition thereof the benefits of which are paid from a trust or book reserve established, or insurance contract purchased, by a Company Entity or Subsidiary, the fair market value of the assets of such Foreign Plan, or the liability of the issuer of such insurance contract, as applicable, together with any applicable accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles; and (iii) it has been registered as required and has been maintained in good standing with applicable regulatory authorities.

(xiii)Capital Structure/Subsidiaries.The corporate capital and ownership structure of the Consolidated Parties as of the Commencement Date is as described in Schedule 15.1(a)(xiii)(a).Set forth on Schedule 15.1(a)(xiii)(b) is a complete and accurate list as of the Commencement Date with respect to MLP Parent and each of its direct and indirect Subsidiaries. The outstanding Equity Interests in all such Persons are validly issued, fully paid and non-assessable and are owned by Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 15.1(a)(xiii)(b), free and clear of all Liens (other than Permitted Liens and other Liens arisingunder or contemplated in connection with the Transaction Documents). Each Transaction Party is a Subsidiary of MLPCalumetParent.

(xiv) Margin Regulations; Investment Company Act.

(A)None of Consolidated Parties is engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors), or extending credit for the purpose of purchasing or carrying marginstock.NoAdvance,CreditExtensionsorproceedsofanyamountpaidto the Company Entities pursuant to the Transaction Documents will be used byany Consolidated Party to purchase or carry, or to reduce or refinance any Indebtedness incurred to purchase or carry, any margin stock or for any related purpose governed by Regulations T, U or X of the Board of Governors.

(B)None of any Company Entity, any Person Controlling any Company Entity or any Subsidiary of any Company Entity is registered, or is required to be registered, as an “investment company” under the Investment Company Act of 1940, as amended.

(xv)Disclosure.Neither this Agreement nor any report, financial statement, certificate or other information furnished in writing by or on behalf of any Company Entity to Aron in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Transaction Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading when taken as a whole with other previously provided information in any material respect; provided that, with respect to projected and forecast financial informationandinformationofageneraleconomicnatureorindustryspecific

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information, the Company Entities represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

(xvi)Compliance with Laws.Each Company Entity and RestrictedSubsidiary is in compliance with the requirements of all Applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its Properties, except in suchinstances in which (a) such requirement of Applicable Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(xvii)Intellectual Property.Each Company Entity owns, or has the legal right to use, all Intellectual Property necessary for each of them to conduct its business as currently conducted.As of the Commencement Date, set forth on Schedule 15.1(a)(xvii) isalistofallIntellectualPropertyregisteredorpendingregistrationwiththeUnited States Copyright Office or the United States Patent and Trademark Office and owned by each Company Entity or that any Company Entity has the right to use, in each case which is material to the businessof a Company Entity.No claimhas been asserted in writing to or is otherwise known by any Company Entity and is pending by any Person challenging or questioning the use of the Intellectual Property owned by any Company EntityorthevalidityoreffectivenessoftheIntellectualPropertyownedbyanyCompany Entity, nor does any Company Entity know of any such claim, and, to the knowledge of any Company Entity the use of the Intellectual Property by any Company Entity or the granting of a right or a License by any Company Entity in respect of the Intellectual Property owned by any Company Entity does not infringe on the rights of any Person, in each case, except to the extent the foregoing could not reasonably be expected to have a Material Adverse Effect.

(xviii)Solvency.The Company Entities and their Subsidiaries, taken together on a consolidated basis, are Solvent.

(xix)Business Locations, Etc.Set forth on Schedule 15.1(a)(xix)(a) is a listof all Real Properties located in the United States that are leased by the Transaction Parties as of the Commencement Date.Set forth on Schedule 15.1(a)(xix)(b) is a list of all locations where any tangible personal Property of a Transaction Party (other than Inventoryintransitandrollingstock)withanaggregatevalueperlocationinexcessof

$10,000,000islocatedasoftheCommencementDate.Setforthon Schedule 15.1(a)(xix)(c) is the chief executive office, jurisdiction of formation or organization and principal place of business of each Transaction Party as of the Commencement Date.During the five (5) years preceding the Commencement Date, except as shown on Schedule 15.1(a)(xix)(d),noCompanyEntityhashadanylegalname other than its existing name as specified on the applicable signature page to this Agreement, has been the surviving corporation of a merger or combination, or has acquired any substantial part of the assets of any Person.

(xx)Lien Documents.The provisions of the Lien Documents taken together are effective to create in favor of Aron, legal, valid and enforceable first prioritysecurity interests in all right, title and interest of the Transaction Parties in the Collateral described therein (in each case subject to Permitted Liens which by operation of law or contract would have priority over the Liens securing the Secured Obligations).Except forfilingscompletedpriortotheCommencementDateandascontemplatedbythis

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Agreement and the Lien Documents, no filing or other action will be necessary to create or perfect such security interest.

(xxi)No Conflict with MLP Partnership Agreement.The execution, deliveryand performance of this Agreement will not, upon the execution and delivery thereof,constitute a violation of, or otherwise contravene, the MLP Partnership Agreement as ineffect on the Commencement Date.[Reserved].

(xxii)Included Locations.The (x)Included Locations that are owned (or exclusively leased) by such Transaction Party and (y)Included Locations that are not owned (or exclusively leased) by any Transaction Party, to the knowledge of the Transaction Parties, have been maintained, repaired, inspected and serviced in accordance with Accepted Industry Practice and Applicable Law and are in good working order and repair in all respects, except to the extent such Transaction Party has notified Aron of a deficiency pursuant to Section 7.3(b).

(xxiii)Ownership of Feedstock and Products.As of the Effective Date and the CommencementDate,(x)otherthananyFeedstockorProducts(1)soldtoAronpursuant to the Supply and Offtake Agreement, (2) financed by Aron pursuant to the Financing Agreement, (3) subject to a perfected first priority Lien of Aron pursuant to the Lien Documents or (4) that is to be subject to Bailee’s Letters or Carrier Notices but for which such Bailee’s Letters or Carrier Notices have not been executed and delivered by each Person contemplated to be party thereto, such Transaction Party does not own, lease or otherwisehavetitletoany Feedstock orProducts and (y) each Transaction Party does not own, lease or otherwise have title to any Feedstock or Products, other than (1) those soldtoAronontheCommencementDatepursuanttotheInventorySalesAgreement,

(2) Feedstock and Products that are in Included Lien Locations and subject to a perfected first priority Lien (subject only to Permitted S&O Liens) of Aron under the Lien Documents, (3) solely with respect to Calumet Refining, Feedstock and Products that are not intended to be used at or that have not been produced by the Refinery, (4) solely with respect to Calumet Refining, Feedstock that is in transit to the Shreveport Refinery viathe Red River Pipeline, (5) Products that have been purchased by the Company from Aron in accordance with the terms of the Supply and Offtake Agreement and have notyet been sold to third party customers or transferred to an Affiliate of the Company pursuanttoanothertransactionnotprohibitedbytheTransactionDocumentsand

(6) Products or Feedstock held by Calumet Refining for sale on behalf of, or purchaseby, Subsidiaries of Calumet Parent other than the Company.

(xxiv)Ownership of the Company and Calumet Refining.(a)MLPCalumetParent indirectly owns 100% of the Equity Interests in Calumet Refining, (b) Calumet Refining directly owns 100% of the Equity Interests of the Company and (c) the Company does not have Subsidiaries.

(xxv)Material Contracts.As of the Commencement Date, each Material Contract described in the definition of Material Contracts is set forth on Schedule 15.1(a)(xxv) (and which include, for the avoidance of doubt, those set forth on Schedule CC).

(xxvi)Ordinary Course of Business.All purchases and sales of Feedstock and Products by the Transaction Parties are made in the ordinary course of business.

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(xxvii)Projections.The Projections have been prepared in good faith based upon assumptions that were believed bythe Companyto be reasonable at the timemade, it being understood and agreed that the Projections are not a guarantee of financial performance and actual results may differ therefrom and such differences may be material.

(xxviii) Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act.

(A)None of the Company Entities or any of their Restricted Subsidiaries or any of their respective directors, officers or, to the knowledge of the Company Entities or any Restricted Subsidiary, employees, agents or Affiliates is a Sanctioned Person.Each of the Company Entities and its Restricted Subsidiaries and their respective directors, officers and, to the knowledge of the Company Entities or any of their Restricted Subsidiaries, employees,agentsorAffiliatesisincompliance,inallmaterialrespects,with

(a) all Sanctions Laws, (b) all Anti-Corruption Laws and (c) the PATRIOT Act. No part of the proceeds of the Credit Extensions or the amount paid by Aron equal to the Commencement Date Value pursuant to the Inventory Sales Agreement or in connection with any other purchase by Aron of Feedstock or Products under the Supply and Offtake Agreement will be used, directly or indirectly, (i) for the purpose of financing any activities or business of or with any Sanctioned Person or any Sanctioned Country, (ii) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of any Anti-Corruption Law or (iii) in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto.

(B)NoFeedstockorProductsoriginateorwilloriginatefrom,areor will be derived in whole or in part fromanyarticle which is grown, produced, or manufactured in, or have been transported through, a Sanctioned Country, Russia, or any other country or territory that is the subject of economicsanctions, for so long as such country or territory is the subject of economic sanctions. The Transaction Parties further agree that, in no event, shall Aron be obligated to take delivery of anyFeedstock or Products, whether fromthe or any other party, that would violate the representation, warranty and covenant in the preceding sentence.

(xxix)Feedstock and Products.All Feedstock sold by a Transaction Party to Aron or in respect of which Aron makes an Advance to the Transaction Parties under the Transaction Documents conforms with the requirements set forth in the definition of “Feedstock.”All Products sold by a Transaction Party to Aron or in respect of which Aron makes an Advance to the Transaction Parties under the Transaction Documents conforms with the requirements set forth for such Products in the Transaction Documents, and all such Products are merchantable and saleable.

(xxx)No Commissions, Etc.None of the Company Entities’ directors, officers, employees or agents of those of their Affiliates (other than Thomas Hunton of ABIL Energy, LLC) has received or will receive any commission, fee, rebate, gift or entertainment of significant value in connection with the Transaction Documents.

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(xxxi)Calumet Refining Operations.Calumet Refining does not own oroperate the Refinery or any other Refinery and Terminal Assets (other than any leasehold interest that it may have in Brown Station pursuant to the Brown Station Leases).

(b) Mutual Representations and Warranties.Inordertoinduceeachotherto

(i) enter into this Agreement and the other Transaction Documents, (ii) to enter into the various purchase and sale transactions pursuant to the Supply and Offtake Agreement and (iii) to make the various Borrowings, Advances and Credit Extensions to be made under the Financing Agreement, (a) each Transaction Party represents and warrants to Aron, (b) solely with respect to Sections 15.1(b)(iv) through 15.1(b)(viii), MLPCalumetParent represents and warrants to Aron and (c) Aron represents and warrants to each Company Entity, as of the Effective Date and onand as of each day during the Term (unless otherwise specified below) as follows:

(i)Eligible Contract Participant.Such Party is an “Eligible Contract Participant,” as defined in Section 1a(18) of the Commodity Exchange Act, as amended.

(ii)Forward Contract Merchant.Such Party is a “forward contract merchant” in respect of the Safe Harbor Agreements and each sale of Feedstock or Products thereunder is intended to constitute a “forward contract,” as such term is usedin Section 556 of the Bankruptcy Code.

(iii)Swap Participant.Such Party is a “swap participant” in respect of the Safe Harbor Agreements and each sale of Feedstock or Products thereunder is intendedto constitute a “swap agreement,” as such term is used in Section 560 of the Bankruptcy Code.

(iv)No Reliance.It is not relying on any representations of the other Party other than as expressly set forth in the Transaction Documents.

(v)Principal; No Agency.It has entered into this Agreement, the Supply and Offtake Agreement and the Financing Agreement as principal (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise), with a full understanding of the material terms and risks of the same, and is capable of assuming those risks.

(vi)Trading and Investment Decisions.It has made its trading and investment decisions (including their suitability) based upon its own judgment andadvice from its advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party.

(vii)Arm’s Length Transactions.The other Party (i) is acting solely in the capacity of an arm’s-length contractual counterparty with respect to the Transaction Documents, (ii) is not acting as a financial advisor or fiduciaryor in anysimilar capacity with respect to the Transaction Documents and (iii) has not had given to it any assurance or guarantee as to the expected performance or result of the Transaction Documents.

(viii)No Finders, Brokers, Etc.Neither it nor any of its Affiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Feedstock or Products under the Supply and Offtake Agreement or any other Transaction Document who is entitled to compensation with respect thereto.

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(c)Representations and Warranties of Aron.Aron represents and warrants to each Company Entity, as of the Effective Date and on and as of each day during the Term (unless otherwise specified below) as follows:

(i)Organization; Requisite Power and Authority; Qualification.It (a) is dulyorganized, validlyexistingand in good standingunder the laws of its jurisdiction of organization and (b) has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party and to perform the Transactions to be performed by it, except, in each case, where the failure so to be or so to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or, in the case of Aron, a material adverse effect on its ability to perform its obligations under the Transaction Documents.

(ii)Due Authorization.The Transactions to be entered into it have beenduly authorized by all necessary corporate or other organizational and, if required, stockholder, shareholder or other equity holder action on its part.

(iii)No Conflict.The execution and delivery of the Transaction Documents and the performance of the Transactions by it do not and will not violate any Applicable Law, including any order of any Governmental Authority, except to the extent any such violation, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on its ability to perform its obligations under the Transaction Documents.

(iv)Governmental Approvals.All registrations with, consents or approvals of, notices to, or other actions by any Governmental Authority required to have been obtained or made by it with respect to the Transaction Documents have been obtained or made and are in full force and effect, except (a) filings and recordings with respect to the Collateral necessary to perfect Liens created under the Lien Documents and (b) those registrations, consents, approvals, notices or other actions the failure of which to obtain or make, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on its ability to perform its obligations under the Transaction Documents.

(v)Binding Obligation.Each Transaction Document has been dulyexecuted and delivered by it that is a party thereto and is the legally valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

(vi)Adverse Proceedings.TherearenoAdverseProceedingswithrespectto it that (a) individually or in the aggregate would reasonably be expected to have a material adverse effect on its ability to perform its obligations under the Transaction Documents, or (b) in any manner question the validity or enforceability of any of the Transaction Documents or otherwise affects its ability to perform its obligations under any of the Transaction Documents.

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(vii)No Defaults.No Aron EoD 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 the Transaction Documents.

(d)In the event any Transaction Party becomes Bankrupt or subject to any Insolvency or Liquidation Proceeding, and to the extent permitted by Applicable Law, each Transaction Party intends that (i) Aron’s right to liquidate, collect, net and set off rights and obligationsundertheSupplyandOfftakeAgreement,theInventorySalesAgreement,the Step-Out Inventory Sales Agreement and any Specified Hedge Agreement and liquidate and terminate this Agreement shall not be stayed, avoided, or otherwise limited by the Bankruptcy Code, including sections 362(a), 547, 548 or 553 thereof; (ii) Aron shall be entitled to the rights, remedies and protections afforded by and under, among other sections, sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 548(d), 553, 556, 560, 561 and 562 of the

Bankruptcy Code; and (iii) any Cash, Securities or other property provided as performance assurance, credit support or collateral with respect to the transactions contemplated hereby shall constitute “margin payments” as defined in section 101(38) of the Bankruptcy Code and all payments for, under or in connection with the transactions contemplated hereby, shall constitute “settlement payments” as defined in section 101(51A) of the Bankruptcy Code.

(e)The Parties acknowledge that, as provided herein and in the other TransactionDocuments, Feedstock and Products owned by Aron may be subject to Permitted S&O Liens.Notwithstandingtheforegoing,eachTransactionPartycovenantsandagreesthat(i)suchTransaction Party in its capacity as owner and/or operator of any Storage Facilities owned and/or operated by it shall not have or assert any Permitted S&O Lien with respect to any Feedstock or ProductsownedbyAron(excluding,however,anyPermittedS&OLiengrantedtosuch Transaction Party by Aron pursuant to the Storage Facilities Agreement), (ii) the permissibilityor existence of any Permitted S&O Liens does not, and shall not be deemed to, in any way limit such Transaction Party’s obligations hereunder and under the other Transactions Documents to pay amounts that are or could be the basis for any third parties (whether or not a Governmental Authority) asserting or enforcing, or attempting to assert or enforce, any Permitted S&O Lien,includinganyobligationsofsuchTransaction Partywith respectto AncillaryCosts orTaxesand

(iii) the permissibility or existence of any Permitted S&O Liens does not, and shall not be deemed to, limit any rights and remedies of Aron hereunder or under other Transactions Documents (subject, however, to the right of the Transaction Parties to exercise any available rights, remedies, or defenses hereunder or under the other Transactions Documents).

(f)If, in connection with the Transaction Parties’ procurement of Feedstock or Products from any third party (a “Company Sourcing Transaction”), Aron enters into an Aron Procurement Contract or Included Purchase Transaction with any Transaction Party to purchase such Feedstock or Products from such Transaction Party and thereunder agrees to make a prepayment to such Transaction Party for such Feedstock or Products, then such Transaction Party covenants and agrees, with respect to such Company Sourcing Transaction, that:

(i)such Transaction Party will not request, make or agree to any modification to the bill of lading issued under any Company Sourcing Transaction (including without limitation any change to delivery location for the relevant shipment) or endorse or consign such bill of lading to any Person, in each case, without Aron’sprior written consent; and

(ii)the funds prepaid by Aron to such Transaction Party under the related Aron Procurement Contract or Included Purchase Transaction shall be used exclusively

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by such Transaction Party to make payment to the seller under such Company Sourcing Transaction and the date bywhich anyprepayment fromAron is due to be made shall be fixed so that promptly after such Transaction Party’s receipt of such funds it shall be required to remit the same to the seller under such Company Sourcing Transaction or to post such funds as cash collateral to support a letter of credit issued to the seller under such Company Sourcing Transaction.

15.2 Reporting Requirements.

(a) Monthly Reporting Requirements.

(i) Monthly Forecasts and Projections.

(A)Target Month End Feedstock Volumes; Target Month End Product Volumes.No later than the fifth (5th) Business Day prior to the end of the month preceding a Delivery Month, the Transaction Parties shall provide Aron the Target Month End FeedstockVolume and the applicable Target Month End Product Volume for each Product Group set forth on Schedule D, in each case, for the following Delivery Month.

(B)Ending Feedstock Inventory; Ending Product Inventory.The Company shall notify Aron of the Ending FeedstockTitle Inventory, the Ending FeedstockLien Inventory, each EndingProduct Title Inventoryand each Ending ProductLienInventoryfortheimmediatelypriormonthbynolaterthan5:00

p.m. CT on the fifth (5th) Business Dayafter the first day of each month, except that with respect to volume information provided by third parties, theTransaction Parties shall endeavor to cause third parties to provide such information to Aron by the fifth (5th) day after the end of such month.

(C)Monthly Feedstock Forecast.No later than the fifth (5th) Business Day prior to the end of the month preceding a Delivery Month, the Transaction Parties shall provide Aron with a written forecast substantially in the form of Schedule S of the Refinery’s anticipated Feedstock requirements for the following Delivery Month and the immediately following month (each, a “Monthly Feedstock Forecast”).

(D)BS&W Reserve Reports.The Company shall notify Aron of the BS&W for (x) all BS&W Specified Included Locations and each Product Group of Feedstock and Products as of the end of the immediately prior month by no later than 5:00 p.m. CT on the fifth (5th) Business Day after the first day of each month, and (y) all other Included Company Tanks and each Product Group of Feedstock and Products at least once per calendar year as of the end of anymonth with respect to which the Company measures the BS&W for such other IncludedCompanyTank(anysuchmonth,a“Specified Month”)bynolaterthan 5:00 p.m. CT on the fifth (5th) Business Day after the first day of the month immediately following such Specified Month, in each case in a report in accordance with the requirements of and substantially in the form of ScheduleW-2, except that with respect to BS&W information provided by third parties,the Company shall endeavor to cause third parties to provide such information to Aron by the tenth (10th) day after the end of each such month or SpecifiedMonth (as applicable). With respect to any Included Company Tank (other than

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any BS&W Specified Included Location), the BS&W identified on any BS&W reserve report shall be in accordance with the requirements as set forth in Schedule W-2.

(ii)Monthly Product Estimates. On the Commencement Date and thereafter as set forth on Schedule J, the Transaction Parties shall, based on the then current Estimated Yield and such other operating factors as it deems relevant, prepare and provide to Aron an estimate of the Product quantities the Transaction Parties expect to deliver to Aron during such month (each, a “Monthly Product Estimate”).

(iii)Price Adjustment Data. No later than the fifth (5th) Business Day prior to the end of the month preceding a Price Adjustment Month, the Transaction Parties shall provide Aron the (A) Realized Historical Sales Data in respect of such Price Adjustment Month and (B) the Company’s best estimate of the Procurement Contracts which have been agreed to for the month following such Price Adjustment Month.

(b) [Reserved].

(c) Daily Reporting Requirements.

(i)Daily Volumes.Each Business Day, the Company shall provide toAron,bynolaterthan4:00pmCTmeterreadingsascontemplatedbySchedule W-1and tank gauge readings confirming (y) the Measured Feedstock Quantity for each Included Feedstock Title Location and each Included Feedstock Lien Location for all Delivery Dates since the prior Business Day and (z) the Measured Product Quantity in each Included Product Title Location and each Included Product Lien Location for each Product delivered during that Delivery Date and other such relevant information including but not limited to Product identifiers and the location of Products, aggregated on a Product Group basis; provided that, if the Company determines that any meter readings and tank gauge readings provided pursuant to this clause 15.2(c)(i) are inaccurate, the Company will provide to Aron such corrected meter readings and tank gauge readings by no later than 4:00 p.m. ET on the third (3rd) Business Day following the date on which such determination is made.

(ii) Eligible Hydrocarbon Inventory.

(A)By no later than 4:00 p.m. ET on each Business Day, the Company shall provide to Aron, via email (i) a report in form and substance reasonably satisfactory to Aron as illustrated in Schedule W-1 (the “Feedstock Inventory Report”) showing the inventory quantities of all Feedstock from the immediately previous Business Day (and any other prior daysubsequent thereto that was not a Business Day) that then constituted Eligible Hydrocarbon Inventory or Eligible In-Transit Inventory, including the quantity or volume, grade and location of each type of such inventory, and (ii) a report in form and substance reasonably satisfactory to Aron as illustrated in Schedule W-1 (the “Products Inventory Report”) showing the inventory quantities of all Products from the immediately previous Business Day (and any other prior day subsequent thereto that was not a Business Day) that then constituted Eligible Hydrocarbon Inventory or Eligible In-Transit Inventory.

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(B)AronmayalsoexcludefromeitherreportanyHydrocarbonsthat Aron, in its reasonable judgment, determines in good faith do not constitute Eligible Hydrocarbon Inventory or Eligible In-Transit Inventory.

(C)Each Transaction Party (i) by the Company delivering a Feedstock Inventory Report, shall be deemed to represent and warrant to Aron(to the same extent as if set forth in this Agreement) that all Feedstock identified asEligibleHydrocarbonInventoryorEligibleIn-TransitInventoryinsuchreport meetalltherequirementsofEligibleHydrocarbonInventoryorEligible In-Transit Inventory, as applicable and in each case, set forth in this Agreement and the other Transaction Documents and (ii) by the Company delivering a Products Inventory Report, shall be deemed to represent and warrant to Aron (to the same extent as if set forth in this Agreement) that all Products identified as Eligible Hydrocarbon Inventory in such report meet all the requirements of Eligible Hydrocarbon Inventory or Eligible In-Transit Inventory, as applicable and in each case, set forth in this Agreement and the other Transaction Documents.

(d) Prompt Reporting Requirements.

(i)Feedstock Purchases under Refinery Procurement Contracts.The Transaction Parties will promptly provide documentation evidencing all Barrels of Feedstock purchased for any month in connection with any Refinery Procurement Contracts.

(ii) Communications.

(A)Each Partyshall promptlyprovide to the other copies of anyand all written communications and documents between it and any third party which in any way relate to Ancillary Costs, including but not limited to written communications and documents with Included Product Lien Pipelines or Included Feedstock Lien Pipelines; provided that no Party shall be obligated to provide to the other Parties any such materials that contain proprietary or confidential information and, in providing any such materials, such Party may redact or delete any such proprietary or confidential information.

(B)With respect to any proprietary or confidential information referred to in Section 15.2(d)(ii)(A), Aron shall promptly notify the Transaction Parties of the nature or type of such information and use its commercially reasonable efforts to obtain such consents or releases as necessary to permit such information to be made available to the Transaction Parties.

(C)The Parties shall coordinate all nominations and deliveries according to the communications protocol on Schedule J hereto.

(e) Other Reporting Requirements.

(i)Expected Yield and Estimated Output.From time to time, based on its then current operating forecast for the Refinery, the Transaction Parties may provide to

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AronarevisedexpectedProductyieldfortheRefinery(each,a“Revised Estimated Yield” and, together with the Initial Estimated Yield, an “Estimated Yield”).

(ii)Third Party Invoices and Payments.UponAron’s request,theCompany shallpromptly delivertoAron(A)any invoicesreceived by any Transaction Party and

(B) evidence of any payments delivered to the applicable counterparty, in each case, in connection with any terminaling, pipeline, storage, service or lease agreements underlyingany of the Bailee’s Letters or anyof the Required Storage and Transportation Arrangements (including without limitation the Base Agreements).

(f) Miscellaneous.

(i)Material Changes to Monthly Feedstock Forecasts.TheCompanyorthe applicable Transaction Party shall promptly notify Aron in writing upon learning of any material change in any Monthly Feedstock Forecast or if it is necessary to delay any previously scheduled pipeline nominations.

(ii)Preparation of Forecasts, Projections and Nominations.Each Transaction Party and Aron agree to use commercially reasonable efforts in preparingthe forecasts, projections and nominations required by this Agreement in a manner intended to maintain Feedstock and Product operational volumes under the Maximum Inventory Level for such Feedstock and Product.

(iii)Forecasts and Projections.The Parties acknowledge that the Company (together with the other Transaction Parties) is solely responsible for providing the Monthly Feedstock Forecast and for making any adjustments thereto, and theTransaction Parties agree that all such forecasts and projections shall be prepared ingood faith, with due regard to all available and reliable historical information and the Transaction Parties’ then-current business prospects, and in accordance with such standards of care as are generally applicable in the U.S. refining industry; provided, however, the Parties acknowledge and agree that such forecasts and projections are only estimates, and the Transaction Parties shall have no liability to Aron for any differences between such forecasts and projections provided by the Transaction Parties in good faith and the actual Feedstock requirements or runs. The Transaction Parties acknowledge and agree that (A) Aron shall be entitled to rely and act, and shall be fully protected inrelying and acting, upon all such forecasts and projections, and (B) Aron shall not have any responsibility to make any investigation into the facts or matters stated in such forecasts or projections.

15.3Affirmative Covenants.As of the Commencement Date and as of each day during the Term (unless otherwise specified below), each Company Entity shall, and shall cause each of its Restricted Subsidiaries (unless otherwise expressly specified below) to:

(a) Financial Statements.Deliver to Aron:

(i)as soon as available, but in any event within the earlier of (A) one hundred twenty (120) days after the end of each Fiscal Year of the Consolidated Parties (or such later date after giving effect to any grace period specified under Rule 12b-25 under the Securities Exchange Act of 1934, as amended, but not to exceed one hundred twenty five (125) days after such Fiscal Year end) and (B) the date on which delivered to theSEC,commencingwiththeFiscalYearendingDecember 31,2023,aconsolidated

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balance sheet of the Consolidated Parties as at the end of such Fiscal Year, and the related consolidated statements of income or operations, partners’ capital and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, prepared in accordance with GAAP, such statements to be audited and accompanied by a report and opinion of Ernst & Young LLP or other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with the standards of the Public Company Accounting Oversight Board (United States) and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and

(ii) assoonasavailable,butinanyeventwithintheearlierof(A) sixty

(60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Consolidated Parties and (B) the date on which delivered to the SEC, commencing with the Fiscal Quarter ending March 31, 2024, a consolidated balance sheet of the Consolidated Parties as at the end of such Fiscal Quarter, and the related consolidated statements of income or operations, partners’ capital and cash flows for such Fiscal Quarter and for the portion of the Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, such statements to be certified on behalf of Company Entities and their Restricted Subsidiaries by a Senior Officer of MLPCalumetParent or its general partner as fairly presenting the financial condition, results of operations, partners’ capital and cash flows of the Consolidated Parties for such Fiscal Quarter and portion of such Fiscal Year in accordance withGAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and

(iii)as soon as available, any other balance sheets or statements of income, operations, partners’ capital or cash flows of the Consolidated Parties from time to time delivered pursuant to the ABL Credit Agreement not otherwise delivered pursuant to Section 15.3(a)(i) and Section 15.3(a)(ii); and

(iv)Information delivered pursuant to Section 15.3(b)(iv) that contains the information required under clause (i), (ii) or (iii) above shall be deemed to satisfy the applicable delivery required under such clause (i), (ii) or (iii) as applicable, but the foregoingshall not be in derogation of the obligation oftheCompanyEntities to furnish the information and materials described in clauses (i), (ii) and (iii) above at the times specified therein.

(b)Certificates; Other Information.Deliver to Aron, in form and detail reasonably satisfactory to Aron:

(i)concurrently with the delivery of the financial statements referred to in subsections (i) and (ii) of Section 15.3(a) (commencing with the delivery of the financial statementsfortheFiscalYearendingDecember31,2023),adulycompletedCompliance Certificate signed on behalf of the Company Entities and their Restricted Subsidiaries by a Senior Officer of MLPCalumetParent or its general partner;

(ii)promptly after any request by Aron, copies of any detailed audit reports, managementlettersorrecommendationssubmittedtotheBoardofDirectors(ortheaudit committeeoftheBoardofDirectors)ofanyCompanyEntity(includingitselfandits

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Restricted Subsidiaries, taken as a whole), in each case, by independent accountants in connection with the accounts or books of such Company Entity or its applicable Restricted Subsidiaries, or any audit of any of them;

(iii)promptly, and in any event within five (5)Business Days after receipt thereof by any Company Entity or any Restricted Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or threatened (in writing) investigation or other similar inquiry involving a material matter potentially adverse to the MLPCalumetParent or any of its Restricted Subsidiaries, taken as a whole, or any Transaction Party, by such agency regarding financial or accounting results of the MLPCalumetParent or any of its Restricted Subsidiaries or any Transaction Party thereof;

(iv)promptly after the same are available, copies of each annual report, definitive proxy or financial statement, report on Form10-K, 10-Q or 8-K, or otherreport (other than Forms3, 4 or 5) or communication sent to the equityholders of MLPCalumetParent, and copies of all effective registration statements (other than any registration statements on FormS-8), in each casethat any Consolidated Party may fileor be required to file with the SEC under the Securities Act of 1933, as amended;

(v)promptly, such additional information regarding the business, financial or corporate or other entity affairs of any Company Entity (including the Consolidated Parties, taken as a whole), or compliance with the terms of the Transaction Documents, as Aron may from time to time reasonably request;

(vi)at any time that the Refinery Asset Borrowing Base Component is greater than $0 (or otherwise at Aron’s written request) and during which time the MLP Parent or any other Company Entity is party to any Senior Notes Indenture or the Senior Secured Notes Indenture, bythe twelfth (12th) Business Dayof each month, a certificate signed on behalf of the Consolidated Parties by a Senior Officer of MLPCalumetParent or its general partnerwhich certifies (which certification shall constitute a representation and warranty forpurposes of this Agreement) that the Secured Obligations did not at any time during the immediately preceding month exceed the aggregate amount of secured Indebtedness then permitted to be incurred by MLP Parent and/or any other Company Entity party thereto under each Senior Notes Indenture or the Senior Secured Notes Indenture on each date during such month in which any Secured Obligations were incurred;

Documents required to be delivered pursuant to Section 15.3(a)(i), (ii) or (iii), Section 15.3(b)(iv) or Section 15.3(c)(vi) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which MLPCalumetParent posts such documents, or provides a link thereto, on MLPCalumetParent’s website on the Internet at the website address or electronically files such documents with the SEC; or (ii) on which such documents are posted on MLPCalumetParent’s behalf to an Internet or intranet website, if any, to which Aron has access (whether a commercial, third-party website or whether sponsored by Aron); provided that MLPCalumetParent (or its agent) shall notify Aron (by electronic mail) of the posting of any such documents unless the same have been posted on the website of the SEC.

(c) Notices and Information.

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(i)Promptly notify Aron in writing of the occurrence of (A) any Default or Event of Default and the nature thereof, (B) any Default or Event of Default (under andas defined in the ABL Credit Agreement) or (C) any default or event of default under any Senior Notes Indenture or the Senior Secured Notes Indenture.

(ii)Promptly notify Aron of any matter (including the occurrence of any ERISA Event) that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(iii)Promptly notify Aron of any material change in accounting policies or financial reporting practices by anyCompany Entity, including any determination by the Company Entities referred to in Section 1.4(b).

(iv)Promptly following any request therefor, provide information and documentation reasonably requested by Aron for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation.

(v)Promptly notify Aron of (A) the termination or “default” or “event of default” (however so described) of or under any Material Contract, (B) the delivery or receipt by the Company of any notice of default or other material notice under any Material Contract (in each case, together with a true, correct and complete copy thereof), it being understood and agreed that notices received or delivered by any Transaction Party in the ordinary course of the transactions contemplated by such Material Contracts shall for purposes of this Section 15.3(c)(v) be deemed to not be material notices, (C) the entering into of any new Material Contract by any Transaction Party (together with atrue, correct and complete copy of such Material Contract), (D) any amendment, written supplement of, or any waiver or consent with respect to, any Material Contract (in each case, together with a true, correct and complete copy of such amendment, supplement, waiver or consent) which could reasonably be expected to materially and adverselyaffectAronortheTransactionPartiesortheiroperationsorthe value ofthe Collateral,

(E) any breach or violation by any Transaction Party or the applicable counterparty toany Material Contract or any of its permitted assignees of the terms of such agreement has occurred or (F) any Transaction Party has failed to pay (other than as a result of administrative error which has been cured within three (3) Business Days) any scheduled lease payment orundisputed fees and expenses (or, if disputed, (A) if such fees and expenses in dispute are in excess of $500,000, individually or in the aggregate, for all outstanding Material Contracts and (B) with respect to any such dispute of theDeficiencyPayment(underandasdefinedintheEnterpriseAgreement)inexcessof

$100,000, individually or in the aggregate) under any Material Contract when due; provided that any notice and delivery by the Company to Aron made pursuant to this Section 15.3(c)(v) shall not discharge the Company’s obligations pursuant to any applicable provision of this Agreement or any other Transaction Document.

(vi)Subject to the last paragraph in Section 15.3(b), promptlynotifyAron of anymaterialamendment,waiver,supplementorothermodificationbywrittenconsentto anydocumentationinrespectofIndebtednessforBorrowedMoneyexceeding

$50,000,000 of the Company Entities and their Restricted Subsidiaries (including the ABL Credit Documents, any Bond Documents and any Refinancing Indebtedness in respect thereof).

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Each notice pursuant to this Section 15.3(c) shall be accompanied by a statement of a Senior Officer of MLPCalumetParent or its general partnersetting forth in reasonable detail the occurrence referred to therein and stating (in the case of default) what action the Company Entities have taken and propose to take with respect thereto.Each notice pursuant to Section 15.3(c)(i) shall describe all provisions of this Agreement and any other Transaction Document giving rise to such Default or Event of Default.

(d)Payment of Obligations.Pay and discharge, as the same shall become due and payable, all its obligations and liabilities, except to the extent that failure to so payand discharge could not reasonably be expected to have a Material Adverse Effect, including (i) all Tax liabilities, assessments and governmental charges or levies upon it or its Properties or assets, unless the same are being contested in good faith by appropriate proceedings diligentlyconducted and adequate reserves in accordance with GAAP are being maintained by the applicable Company Entity or Restricted Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its Property (unless a Permitted Lien); and (iii) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

(e)Preservation of Existence, Licenses, Etc.(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 except in a transaction not prohibited by Section 15.4(d) orSection 15.4(e); (ii) take all reasonable action to maintain all rights, privileges, permits, Licenses and franchises necessary in the normal conduct of its business, except to the extent that thefailuretodosocouldnotreasonablybeexpectedtohaveaMaterialAdverseEffect;

(iii) preserve or renew all of its registered copyrights, patents, trademarks, trade names and service marks, the non preservation or non-renewal of which could not reasonably be expected to have a Material Adverse Effect, and, without limitation of the foregoing, keep each License affecting any Collateral (including with respect to the manufacture, distribution or disposition of Inventory) or any other material Property of the Consolidated Parties in full force and effect, excluding those Licenses with respect to Property other than the Collateral the loss of which could not reasonably be expected to have a Material Adverse Effect; and (iv) notify Aron of any default or breach asserted in writing by any Person to have occurred under any such License.

(f)Maintenance of Properties.(i) Maintain, preserve and protect all of its (A) with respect to each Company Entity, material Properties and Equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear and Involuntary Dispositions excepted and (B) with respect to each Restricted Subsidiary (other than a Company Entity), Properties and Equipment necessary in the operation of its business in good working orderandcondition,(x) ordinarywearandtearandInvoluntaryDispositionsexceptedand

(y) except where the failure to do so could not reasonably be expected to have a MaterialAdverse Effect; (ii)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; and (iii) use the standard of care typical in the industry in the operation and maintenance ofitsfacilities,(A) inallmaterialrespectswithrespecttotheTransactionParties,and

(B) otherwise, except where the failure to do could not reasonably be expected to have a Material Adverse Effect.

(g)Maintenance of Insurance.Maintain in full force and effect (i) insurance with respect to its Property and its businesses (including worker’s compensation insurance, liability insurance, property insurance and business interruption insurance) with insurers rated A- orbetterbyA.M.Best’sKeyRatingGuide(oranysuccessorthereto),insuchamounts,covering

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such risks and liabilities and with such deductibles or self-insurance retentions as are deemed sufficient for Consolidated Parties by the management of MLPCalumetParent in the exercise of reasonable business judgment and reasonably acceptable to Aron, provided that such insurance with respect to the Property of the Company Entities and their Restricted Subsidiaries shall cover casualty, hazard, public liability, theft, malicious mischief and such other risks, in such amounts and with such endorsements, as are reasonably satisfactory to Aron and (ii) in addition to the foregoing, insurance in such amounts as required in Article 14 and otherwise comply with the requirements as set forth in Article 14.From time to time upon Aron’s request, the Transaction Parties shall deliver the originals or certified copies of their insurance policies to Aron.All proceeds under each policy of insurance with respect to Collateral and J. Aron Property shall be payable to Aron and (without duplication) the proceeds under each general liability policy and each excess liability policy up to the amount necessary to reimburse Aron for any out of pocket losses, claims, damages and related expenses actually suffered by Aron as a result of its relationship with the Transaction Parties under the Transaction Documents shall be payable to Aron, provided, however, that, if no Event of Default has occurred and is continuing anyproceeds of insurance for Collateral and J. Aron Propertymay be used by the Company Entities in the Ordinary Course of Business, including the replacement of Collateral and J. AronProperty. Proceeds from any business interruption insurance, general liability, workers’ compensationorD&OinsurancemaybeusedbytheCompanyEntitiesintheOrdinaryCourseof Business.

(h)Compliance with Laws and Material Contractual Obligations.(i)Comply in all material respects with the requirements of all Applicable Laws (including, without limitation, Sanctions, Anti-Corruption Laws and Anti-Terrorism Laws), all Contractual Obligations, and all orders, writs, injunctions and decrees applicable to it or to its business or Property, except (other than failure to comply with Sanctions, Anti-Corruption Laws or Anti-Terrorism Laws) in such instances in which (A) such requirement of Applicable Law, Contractual Obligation, or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted, or (B) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect; and (ii) maintain all Governmental Approvals necessary to the ownership of its Properties or conduct of its business, unless failure to comply (other than failure to comply with Sanctions, Anti-Corruption Laws or Anti-Terrorism Laws) or maintain could not reasonably be expected to have a Material Adverse Effect. Each Company Entity and Subsidiary shall maintain policies and procedures designed to promote and achieve compliance with applicable Anti-Corruption Laws and Sanctions.

(i)Books and Records.(i) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP, in all material respects, consistently applied shall be made of all financial transactions and matters involving the assets and business of the Company Entities and their Restricted Subsidiaries, as the case may be; and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Company Entity or such Restricted Subsidiary, as the case may be.

(j) Aron Meetings; Inspection Rights.

(i)Upon the request of Aron, the Company Entities shall participate in a telephonic conference with Aron to be held at such times as may be agreed to by the Company Entities and Aron.

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(ii)Subject to the limitations set forth in Section 15.3(j)(iii), permit representatives and independent contractors of Aron to visit and inspect any of the Company Entities’ Properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and Accounts with its directors, officers and independent public accountants, all at the expense of the Transaction Parties and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Company Entities; provided, however, that (A)when an Event of Default exists Aron may do any of the foregoing at the expense of the Transaction Parties at any time during normal business hours and without advance notice and (B) solely with respect to MLPCalumetParent, such inspection rights shall be limited to once per calendar quarter (other than during the existence or continuation of an Event of Default).TheTransaction Parties agree that Aron, and its representatives, may conduct an annual audit of the Collateral, at the expense of the Transaction Parties.

(iii)Reimburse Aron for all reasonable charges, costs and expenses of Aron (consistent with those charged by Aron to its other similarly situated customers) in connection with (A) examinations of any Transaction Party’s books and records or any other financial or Collateral matters as Aron deems appropriate, up to four (4) times per Fiscal Year, and (B) appraisals of Inventory up to four (4) times per Fiscal Year; provided, however, that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by the Company Entities without regard to such limits.

(k)Certain Pledged Assets.Each Transaction Party will (i) cause all of its owned and leased personal Property of the type constituting Collateral to be subject at all times to perfected, first priority Liens in favor of Aron to secure the Secured Obligations pursuant to the termsandconditionsoftheLienDocuments,subjectinanycasetoPermittedLiens,and

(ii) deliver such other documentation as Aron may reasonably request to create, perfect and maintain the effectiveness and required priority of the Lien intended to be created by the Lien Documents, including appropriate UCC-1financing statements, appraisals, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable customary opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveand the perfection of Aron’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 2.1(s), all in form, content and scope reasonably satisfactory to Aron.

(l)Landlord and Storage Agreements.Upon written request, provide Aron with copies of all existing relevant agreements, and promptly after execution thereof provide Aron with copies of all future relevant agreements, between any Transaction Party and any landlord, carrier, warehouseman, processor or bailee or the like that owns any premises at which any Collateral is located.

(m)Certain Agreements Relating to Inventory Structuring Transactions and ABL Credit Documents.None of the Inventory Structuring Transaction Documents, the ABL Credit Documents and the Bond Documents shall be amended or waived in any manner that could reasonably be expected (i) to constitute or result in the occurrence of a Default under this AgreementoranyotherTransactionDocumentor(ii) tobeadversetotheinterestsofAron

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(including,withoutlimitation,Aron’srightsorremediesunderthisAgreementoranyother Transaction Document) in any material respect.

(n)Promptly, but in no event later than the fifteenth (15th) Business Day after acquiring knowledge thereof, deliver to Aron (which delivery may be solely via email in accordance with Article 24) a written update as to any changes to the status of or updates to the CompanyEntities’appealofanySREDenialDeterminations(includinganydecisionbytheU.S. Environmental Protection Agency or any other Governmental Authority with respect to a remand related to the SRE Denial Determinations, any reversal of the SRE Denial Determinations, any stay that has been granted in connection therewith and any negotiations and discussions with the EPA regarding the Company Entities not being required to comply with its RVOs as of any applicable RINs Compliance Deadline pursuant to the RFS Regulations) or any small refinery exemptions granted solely with respect to the Refinery; provided that, if requested by Aron, the Company shall make its management and advisors available to Aron and its advisors from timeto time during normal business hours with reasonable advance notice to address questions from Aron and its advisors in respect of the foregoing.

(o)Additional Information.Upon reasonable notice, the Company Entities shall provide to Aron such additional information as Aron may reasonably request to enable it to ascertain the current financial condition of the Company Entities.

(p)Insurance Report.Commencing with the Fiscal Year ending December31, 2023, together with each delivery of the consolidated financial statements of the Company EntitiesandtheirRestrictedSubsidiariespursuant to Section 15.3(a)(i), deliver (a) a certificate of an Authorized Officer of the Company Entities or (b) a certificate of an independent insurance broker of the Company Entities, in each case, setting forth the insurance then maintained by oron behalf of the Transaction Parties or any of their assets or operations (identifying underwriters, carriers, the type of insurance and the insurance limits) and stating that such insurance complies in all material respects with the terms of Section 15.3(g).

(q)Material Contracts.(i) Maintain in full force and effect, preserve, protect and defend its material rights under each Material Contract to which it is a party, (ii) perform and observe all of its material covenants and obligations contained in each of the Material Contractsto which it is a party, (iii) take all reasonable and necessary action to prevent the termination or cancellation of any Material Contracts to which it is a party in accordance with the terms of such Material Contracts or otherwise (except for the expiration of any Material Contract in accordance with its terms and not as a result of a breach or default thereunder) and (iv) enforce against each counterparty to such Material Contract each material covenant or obligation of such Material Contract to which it is a party in accordance with its terms, including enforcing such Company Entity’s rights and remedies under the Material Contracts to which it is a party; except, (A) in each case, where the foregoing action is consented to by Aron (such consent not to be unreasonably withheld or delayed), and (B) with respect to any Property or Collateral of the Transaction Parties affected by the breach, default, violation (so long as such breach, default or violation does not prevent Aron’s access to or ability to foreclose upon its Property or Collateral or adversely affect the perfection or priority of Aron’s Liens on or security interests in the Collateral) or termination of any Specified Material Contract, within five (5) Business Days ofthe date of such breach, default, violation or termination, the Transaction Parties shall have effected a Material Contract Cure Event.

(r)Further Assurances.Execute any and all further documents, financing statements, agreements and instruments, and take any and all further actions (including the filing

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and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), that may be required under any Applicable Law, or that Aron may reasonably request, to effectuate the provisions of the Lien Documents, all at the expense of the Company.

(s) Use of Proceeds.

(i)Usetheproceedsof(A)anypurchasesbyAronofFeedstockorProducts under the Transaction Documents solely for working capital requirements and general corporate purposes of the Company Entities and their Restricted Subsidiaries and any other purpose not prohibited by the Transaction Documents, including any payments required to be made to Macquarie in connection with the termination of the Macquarie S&O Agreement and the related Macquarie Transaction Documents thereunder in accordance with the terms of the documentation delivered pursuant to Section 2.1(g) on the Commencement Date and (B) any Credit Extensions under the FinancingAgreement solely for the purposes set forth in Section 7.1 of the Financing Agreement.

(ii)Will not request any Credit Extensions and no part of the proceeds ofany amounts received by any Company Entity from Aron under the Transaction Documents will be used, directly or indirectly, (A) for the purpose of financing any activitiesorbusinessoforwithanySanctionedPersonorinanySanctionedCountry,

(B)for any payments to any governmental official or employee, political party, officialof a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage,in violation of any Anti-Corruption Law or (C) in any manner that would result in the violation of any Sanctions Laws applicable to any party hereto.

(t)Hedge Intercreditor Agreement.Exercise commercially reasonable efforts to, if not previously executed and delivered, at any time in which any Refinancing Indebtedness that is permitted pursuant to Section 15.4(c) and is subject to the Hedge Intercreditor Agreement is incurred or entered into or any amendment to the Hedge Intercreditor Agreement is made by the Persons party thereto, cause the holders of any Indebtedness for Borrowed Money of the MLPCalumetParent and its Restricted Subsidiaries, including the holders of Senior Secured Notes and any counterparties to any Swap Contracts permitted pursuant to Section 15.4(c)(iv), or any duly authorized representative therefor, in each case, that has a Lien over any assets of the Company or Calumet Refining, to permit Aron to become party to the Hedge Intercreditor Agreement or execute and deliver another intercreditor agreement with Aron, in each case,having terms as may be agreed between such Persons and Aron (i) with respect to recognition of and other agreements analogous to those contained in the Intercreditor Agreement with respect to Aron’s title to and ownership of Aron’s Property and Aron’s Liens granted pursuant to the Transaction Documents and Aron’s ability to access any property (including real property, fixtures or other property, plant and equipment) over which such Persons have a Lien in order to collect, process, liquidate and enforce any of Aron’s other rights with respect to the Aron’s Property and any Collateral over which Aron has a Lien and (ii) that otherwise are at least as favorable to Aron as the equivalent provisions that pertain to the “Working Capital Agent” and the “Working Capital Collateral” each as defined in the Hedge Intercreditor Agreement as in effect as of the Commencement Date.

15.4Negative Covenants.As of the Commencement Date and as of each day during the Term, unless otherwise specified below each Company Entity shall not, and shall cause each of its Restricted Subsidiaries not to:

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(a)Liens.Create,incur,assumeorpermittoexistanyLienuponanyofits property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(i)Liens pursuant to any Transaction Documents (including Liens granted under the Lien Documents which secure the Secured Obligations);

(ii)LiensexistingontheCommencementDateandlistedon Schedule 15.4(a) and any renewals or extensions thereof, provided that (A) the Property (or, in the case of fungible Property, any replacement thereof) covered thereby is not changed, (B) the amount secured or benefited thereby is not increased (other than for reasonable and customary transaction costs incurred in connection with such renewal or extension), (C) the direct orany contingent obligor with respect thereto is not changed; and (D) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 15.4(c)(ii);

(iii)Liens for Taxes, assessments or governmental charges or levies not yet delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(iv)(A)statutory Liens of landlords and Liens and customary grants of security interests in favor of carriers, warehousemen, mechanics, materialmen, repairmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title, in each case arising in the Ordinary Course of Business, provided that suchLienssecureonlyamountsnotyetoverdueforaperiodofmorethanthirty

(30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto in accordance with GAAP are maintained on the books of the applicable Company Entity and its Restricted Subsidiaries; and

(B)statutoryLienssecuringFirstPurchaseFeedstockPayables arising in the OrdinaryCourse of Business which are not overdue for a period of more than thirty (30)days (other than up to $2,000,000 in the aggregate of such First Purchase Feedstock Payables which may be overdue for a period of more than thirty (30) days) or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Company Entity and its Restricted Subsidiaries;

(v)pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

(vi)deposits to secure the performance of bids, trade contracts and leases (other than Capital Leases), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case incurred in the Ordinary Course of Business;

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(vii)easements, rights-of-way, restrictions (including zoning limitations) and other similar encumbrances affecting real Property which, in the aggregate, do not materially interfere with the ordinary conduct of the business of the applicable Person;

(viii)(A) Liens securingjudgments for thepayment of moneynot constituting an Event of Default under Section 16.1(a)(viii), and (B)pre-judgment Liens created byor existing from any litigation or legal proceeding that are being contested in good faith by appropriate proceedings, promptly instituted and diligently conducted, for which adequate reserves have been made to the extent required by GAAP, and which wouldnot, upon becoming Liens securing judgments for the payment of money, constitute an Event of Default under Section 16.1(a)(viii);

(ix)Liens securing Indebtedness permitted under Section 15.4(c)(v); provided that (A) such Liens do not at any time encumber any Property constituting Collateral or any other Property other than the Property financed by such Indebtedness and the proceeds thereof (including insurance proceeds), and (B) such Liens are created within one hundred eighty (180) days of the later of the acquisition, lease, completion of improvements construction, repairs or additions or commencement of full operation of the assets or property subject to such Lien;

(x)(A)LienssecuringIndebtednesspermittedunder Section 15.4(c)(vii) and any renewals or extensions thereof, provided that (w) the Property (or, in the case of fungible Property, any replacement thereof) covered thereby is not changed, (x) the amount secured or benefited thereby is not increased (other than for reasonable and customarytransactioncostsincurredinconnectionwithsuchrenewalorextension),

(y) the direct orany contingent obligor with respect thereto is not changed, and (z)any such Liens do not attach to or encumber any Property constituting Collateral or the Refinery and Terminal Assets; and

(B)Liens on Propertyacquired pursuant to a Permitted Acquisition, or on the Property of a Restricted Subsidiary in existence at the time such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition and any renewals or extensions thereof, provided that (x) the Property (or, in the case of fungibleProperty,anyreplacementthereof)coveredtherebyisnotchanged,

(y) the amount secured or benefited thereby is not increased (other than for reasonable and customary transaction costs incurred in connection with such renewal or extension), and (z) the direct orany contingent obligor with respect thereto is not changed; provided that (A) any Indebtedness that is secured bysuch Liens is permitted to exist under Section 15.4(c)(viii), (B) such Liens existed at the time such Person became a Subsidiary and were not created in connection with, or in contemplation of, such Permitted Acquisition, (C) any such Liens either (1) do not attach to or encumber any Property constituting Collateral or (2) if and to the extent that such Liens do attach to or encumber any Property constituting Collateral, such Liens are fully discharged and released within ninety (90) days after the date of the consummation of such Permitted Acquisition and, until so released and discharged, none of the Collateral affected thereby or any proceeds thereof may be comingled with any other Collateral or proceeds thereof, and (D) the amount of Indebtedness secured thereby is not increased;

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(xi)leases or subleases granted to others not interfering in any material respect with the business of any Consolidated Party;

(xii)(A)anyinterestoftitleofalessorunder,andLiensarising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, (A) Operating Leases, and (B) Capital Leases permitted by this Agreement;

(B)“protective” Liens granted in connection with sales permitted hereunder that are intended to be “true sales”, or bailment, storage or similar arrangements in which a counterparty holds title to the assets that are the subject ofsuchtransaction;includingLiensaffectingInventorygrantedbyanyCompany Entity or a Restricted Subsidiary to the counterparty in any other Inventory Structuring Transaction, which Liensare intended to protect such counterpartyin the event that such transaction is recharacterized as a secured financing and attach only to the assets that are subject of such transaction; provided that nosuch Liens shall cover the Collateral or any J. Aron Property; and

(C)precautionary UCC financing statement filings made in respect of consignments; provided that none of such UCC financing statements shall cover the Collateral or any J. Aron Property;

(xiii)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(xiv)Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 15.4(b);

(xv)normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;

(xvi)Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;

(xvii)Liens of sellers of goods to Consolidated Parties arising under Article 2 of the Uniform Commercial Code or similar provisions of Applicable Law in the Ordinary Course of Business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;

(xviii)Liens securing Indebtedness permitted under Section 15.4(c)(xii); provided, that such Liens do not at any time attach to or encumber any Property constituting Collateral;

(xix)customary setoff rights and related settlement procedures under any Swap Contract permitted to be incurred pursuant to Section 15.4(c)(iv);

(xx)Liens arising in connection with (A) any lease, transfer or disposition of any metal or other element, composite or alloy used as, or part of, a catalyst necessary or useful for the operation of the refinery assets of Consolidated Parties or (B) any commodityleasesforanymetalorotherelement,compositeoralloyusedas,orpartof,a catalystnecessaryorusefulfortheoperationoftherefineryassetsofConsolidated

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Parties in the Ordinary Course of Business and not for the purpose of speculation; provided, in each case, that, such Liens do not encumber any Property other than (x) the catalyst or applicable part thereof or the commodities (whether one or more) being leased, (y)any insurance proceeds of any of the foregoing, or (z)any metal or other element, composite or alloy used as, or part of, or commingled with, a catalyst in the operation of the refinery assets;

(xxi)Liens securing obligations under Swap Contracts permitted under Section 15.4(c)(iv) hereof; provided that (A) such Liens do not at any time attach to or encumber Property constituting Collateral, and (B) if reasonably requested by Aron following notice of the intention of a Company Entity or a Subsidiary of a Transaction Party to grant such a Lien, the counterparty to such Swap Contracts shall have entered into an intercreditor agreement with Aron, in accordance with Section 15.3(t), provided that no such intercreditor agreement shall be required for Liens on cash collateral;

(xxii)Liens on the Hedge Agreement Collateral securing Indebtedness permitted under Section 15.4(c)(iv) and/or securing the Senior Secured Notes, provided that (A)the Hedge Intercreditor Agreement and (B)in the event that any other intercreditor agreement pursuant to Section 15.3(t)is entered into pursuant to the terms thereof, such intercreditor agreement, in each case, remain in effect at all times duringthe existence of such Liens;

(xxiii)Liens securing Indebtedness of a Foreign Subsidiary permitted under Section 15.4(c)(xiv) hereof; provided that such Liens shall encumber only Property owned by such Foreign Subsidiary and the Equity Interests of such Foreign Subsidiary;

(xxiv)Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Joint Venture owned by MLPCalumetParent or any Restricted Subsidiary of MLPCalumetParent to the extent securing Non-Recourse Indebtedness or other Indebtedness of such Unrestricted Subsidiary or Joint Venture;

(xxv)Liens securing Indebtedness permitted under Section 15.4(c)(vi), provided that such Liens cover only (A)unearned premiums or dividends, (B)loss payments which reduce the unearned premiums, subject however, in the case of Collateral, to the interests of Aron as mortgagee or loss payee, and (C) any interest inany state guarantee fund relating to any financed policy;

(xxvi)Liens on Equity Interests in MLP Subsidiaries securing Indebtedness ofMLP Subsidiaries under MLP Credit Facilities and any Guarantee of a Company EntityoritsRestrictedSubsidiariesofsuchIndebtednesspermittedbySection 15.4(c)(x)(C);[Reserved];

(xxvii)with respect to each Inventory Structuring Subsidiary, Liens on the Inventory Structuring Collateral of such Inventory Structuring Subsidiary granted to an applicable Inventory Structuring Counterparty to secure the indebtedness, deferred payment obligations or other obligations under a Permitted Inventory Structuring Transaction, including liens granted as a precaution against the recharacterization of a sale transaction as a secured transaction; and

(xxviii)Liens pursuant to any ABL Credit Documents or Refinancing Indebtednessinrespectthereof;provided,that(A) suchLiensshallbesubjecttothe

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Intercreditor Agreement,and (B) no such Liens shall extend to or cover any Collateral or J. Aron Property except as to accounts and proceeds thereof as contemplated by the Intercreditor Agreement.

(b)Investments.The Company shall not make any Investments, except the following but subject to the proviso succeeding Section 15.4(b)(xii) below (“Permitted Investments”):

(i) InvestmentsheldintheformofcashorCashEquivalents;

(ii)Investments existing as of the Commencement Date and set forth in Schedule 15.4(b);

(iii)Investments consisting of advances or loans to directors, managers, officers, employees, agents, customers or suppliers in an aggregate principal amount not to exceed $5,000,000 at any time outstanding;

(iv)Investments in (A) any Person which is a Company Entity or aRestricted Subsidiary at the time of such Investment, and (B) any newly created Subsidiary which is a Restricted Subsidiary, provided that any such Investments in Foreign Subsidiaries made pursuant to this Section 15.4(b)(iv), excluding Investments made with the proceeds of (x) equity issuances made by (1) MLP Parent after the Commencement Date andbut prior to Omnibus Amendment Effective Date and (2)Calumet Parent on and after the Omnibus Amendment Effective Date, in each case,prior to or substantially concurrently with such Investment or (y)Indebtedness incurred by such Foreign Subsidiary after the Commencement Date and prior to or substantially concurrently with such Investment, the proceeds of which Indebtedness have been substantially concurrently therewith paid to any Company Entity or its Restricted Subsidiaries (and then, substantially concurrently therewith, reinvested by suchCompany Entity or its Restricted Subsidiaries in such Foreign Subsidiary), shall not exceed $25,000,000 in aggregate amount at any time outstanding, and (C)any Foreign Subsidiary formed under the laws of Canada or any province thereof, in an aggregate amount not to exceed $50,000,000 at any one time outstanding, and effected for the purpose of financing the purchase by such Foreign Subsidiary of Inventory;

(v)Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the Ordinary Course of Business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(vi)Guarantees constituting Indebtedness permitted by Section 15.4(c), and guarantees of the obligations (not constituting Indebtedness) of other Persons arising in the ordinary course of business, including (without limiting the generality of the foregoing) Guarantees of trade payables and guarantees of obligations (not constituting Indebtedness) of Subsidiaries;

(vii)any reinvestment of the proceeds of any Involuntary Disposition or of any Disposition, in each case, so long as such reinvestment is permitted by the terms hereof;

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(viii)Investments consisting of an Acquisition by a Company Entity and its Restricted Subsidiaries (other than the Company), an Investment in a Joint Venture by a CompanyEntityandits RestrictedSubsidiaries (other thantheCompany),anInvestment in an Unrestricted Subsidiary by a Company Entity and its Restricted Subsidiaries (other than the Company) or any other Investment (other than Investments of the type or kind referred to in clauses (i), (ii) and (iii) of this Section 15.4(b)), provided that:

(A)Non-Hostile.If such transaction involves an acquisition of the Equity Interests of another Person, the Board of Directors (or other comparable governing body) of such other Person shall have duly approved suchAcquisition; and

(B)No Default or Event of Default shall exist immediately prior to or immediately after the consummation of such Acquisition or Investment;

(ix)to the extent constituting Investments, Swap Contracts permitted to be incurred pursuant to Section 15.4(c)(iv);

(x)so longas no Default or Event of Default has occurred and is continuing or would result therefrom, Investments in Subsidiaries which are not Company Entities or a Restricted Subsidiary at the time of such Investment but which become a Company Entity or a Restricted Subsidiary concurrently with such Investment in an aggregate amount (excludingInvestments of suchtype set forth in Schedule 15.4(b)) not to exceed, on the date such Investment is made and together with the amount of Investments outstanding pursuant to Section 15.4(b)(xi), the greater of $100,000,000 or 5% of Consolidated Net Tangible Assets (determined based on the financial statements for the most recent Fiscal Quarter for which such statements were delivered by MLPCalumetParent in accordance with Section 15.3(a)(i) or Section 15.3(a)(ii));

(xi)so long as no Default or Event of Default has occurred and is continuing or would result therefrom, other Investments in an aggregate amount for all such InvestmentspursuanttothisSection 15.4(b)(xi),togetherwiththeamountofInvestments outstanding pursuant to Section 15.4(b)(x), not to exceed on the date such Investment is made the greater of $100,000,000 or 5% of Consolidated Net Tangible Assets (determined based on the financial statements for the most recent Fiscal Quarter forwhich such statements were delivered in accordance herewith);

(xii)Investments in Senior Notes or Senior Secured Notes required by the termsofanySeniorNotesIndentureortheSeniorSecuredNotesIndenture,respectively;

(xiii) InvestmentsasrequiredbythetermsoftheABLCreditDocuments;and

(xiv) toanyextent constitutinganInvestment,deposits requiredtobemadeto

(i)Aron under the Transaction Documents and (ii) any Inventory Structuring Counterparty (or an Affiliate thereof) in connection with a Permitted Inventory Structuring Transaction.

provided, however, that each Investment or deemed Investment in an Unrestricted Subsidiarymust,onthedateof eachsuchInvestmentordeemedInvestment,satisfyeach of the requirements of Section 15.6 hereof.

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(c) Indebtedness.Create,incur,assumeorpermittoexistanyIndebtedness,except:

(i) Indebtedness under the Transaction Documents;

(ii)Indebtedness of the Company Entities and their Restricted Subsidiaries outstanding on the Commencement Date and set forth in Schedule 15.4(c), and renewals, refinancings and extensions of all or any part thereof (subject to the following proviso, “Refinancing Indebtedness”); provided that (A) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (B) the material terms relating to principal amount, amortization, maturity, and subordination (if any), and other material terms (other than pricing and yield), of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable, in the aggregate and taken as a whole, in any material respect to the Company Entities or their Restricted Subsidiaries or Aron than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended (it being understood thatit shall be deemed a permitted refinancing under this Section 15.4(c)(ii) if funds, raisedin a public offering of debt securities, are restricted to repayment of such Indebtedness, even if a period of up to sixty (60) days (or a longer period to the extent that such funds are escrowed pursuant to arrangements satisfactory to Aron) intervenes between the date such public offering closes and the date that the applicable Indebtedness is repaid from such funds);

(iii)intercompanyIndebtedness,andGuaranteeswithrespecttoIndebtedness otherwise permitted hereunder, so long as in each case the related Investment made bythe holder of such Indebtedness or by the provider of such Guarantee, as applicable, is permitted under Section 15.4(b) (other than subsection (vi) thereof);

(iv)obligations (contingent or otherwise) of any Company Entity or its RestrictedSubsidiariesexistingorarisingunderanySwapContract;providedthat

(A) such obligations are (or were) entered into by such Person in the Ordinary Course of Business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or Property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation, and (B) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstandingtransactions to the defaulting party (it being understood that Section 2(a)(iii) of the ISDA Master Agreement does not constitute such a provision);

(v)purchase money Indebtedness (including Attributable Indebtedness in respect of Capital Leases or Synthetic Lease Obligations) incurred, within one hundred eighty (180) days of the later of the acquisition, lease, completion of improvements, construction, repairs or additions or commencement of full operation of any assets or property, by any Company Entity or its Restricted Subsidiary to finance all or any part of the purchase price or cost of construction or improvement of Property used in the business of such Company Entity or its Restricted Subsidiary (including, without limitation, any metal or other element, composite or alloy used as, or part of, a catalyst in the operation of the refinery assets of any of Consolidated Parties) other than Collateral;

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provided that (A) the aggregate amount of all such Indebtedness of all CompanyEntities andtheirRestrictedSubsidiariesshallnotexceedatanytimeoutstandingthegreaterof

$100,000,000 or 5% of Consolidated Net Tangible Assets (provided that the foregoing limitation on amount shall not apply(x) to purchasemoneyIndebtedness (whether in the form of Capital Leases or as Indebtedness) incurred to purchase any metals or other elements, composites or alloys used as, or part of, a catalyst in the operation of the refineryassets of anyof Consolidated Parties or (y) if the CompanyEntities demonstrate to the reasonable satisfaction of Aron, based on adjustments made in good faith using reasonable assumptions, that the Fixed Charge Coverage Ratio (ABL) on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness shall be at least 1.0 to 1.0), provided, further, that any such Indebtedness incurred to finance the purchase of Refinery Assets constituting Equipment shall, at any time that the Refinery Asset BorrowingBaseComponentisgreaterthan$0,notexceedatanytimeoutstanding

$5,000,000, (B) such Indebtedness when incurred shall not exceed the lesser of (x) the purchase price or cost of construction or improvement and (y)the fair market value ofthe asset(s) financed, plus in each case, fees and expenses reasonably incurred in connection with such refinancing, (C) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus reasonable premiums or other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing, (D) such refinancingIndebtednessshallhaveafinalmaturitydatenoearlierthantheearlierof

(x) the final maturity date of the Indebtedness being refinanced, or (y) the date that is ninety-one(91)daysaftertheRevolverCommitmentTerminationDateand

(E) Attributable Indebtedness under Operating Leases which become Capital Leasesafter the Commencement Date solely as a result of any change in GAAP occurring after the Commencement Date shall be excluded for purposes of determining the amount in clause (A) preceding;

(vi)IndebtednessofanyCompanyEntityoranyofitsRestrictedSubsidiaries incurred in the ordinary course of business to finance the payment of premiums for a twelve-month period for insurance, provided that the aggregate outstanding principal amount of such Indebtedness shall not at any time exceed $15,000,000;

(vii) IndebtednessincurredtofinanceaPermittedAcquisition;providedthat

(A) no Liens (if such Indebtedness is secured) securing such Indebtedness shall at any time attach to or encumber any Property constituting Collateral, (B) the maturity date for such Indebtedness shall occur no earlier than the date six months after the Revolver TerminationDate, (C) the principal amount of such Indebtedness shall not amortize by more than two percent (2%) during any year prior to the Revolver TerminationDate (excluding the effect of put rights, required tenders for such Indebtedness or other repayments or prepayments required upon the occurrence of a contingency (such as, by way of example and not by way of limitation, an event of default, the destruction of assets or a change of control) and (D) the holder of such Indebtedness (if such IndebtednessissecuredbyanyPropertyoftheCompanyEntities)shallhaveenteredinto an intercreditor agreement with Aron, in form and substance reasonably satisfactory to Aron;

(viii)Indebtedness of a Restricted Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed by a Company Entity or its Restricted Subsidiary pursuant to a Permitted Acquisition as a result of a merger or consolidation, or the acquisitionofPropertysecuringsuchIndebtedness),solongassuchIndebtednesswas

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not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition; provided that (A)the aggregate amount of all such Indebtedness of all Company Entities and their Restricted Subsidiaries shall not exceed at any time outstandingthegreaterof$50,000,000or3%ofConsolidatedNetTangibleAssetsand

(B)ifanyofsuchIndebtednessmaturespriortotheRevolverTerminationDateandsuch Indebtedness has not been refinanced or defeased (it being acknowledged hereby that the refinancing thereof is expressly permitted hereby) within sixty (60) days prior to its maturity date, Aron may, in its discretion, establish a reserve with respect to such Indebtedness;

(ix)Indebtedness of the Company Entities and their Restricted Subsidiariesin the form of (A) completion guarantees and performance bonds and other similar obligations required in the Ordinary Course of Business in an aggregate principal amount not to exceed $50,000,000 at any time outstanding, excluding bonds posted to secure excise Tax or sales Tax payment obligations, and(B)GuaranteesbyanyCompanyEntity or its Restricted Subsidiaries in respect of other Indebtedness of a Company Entity or its Restricted Subsidiaries otherwise permitted under this Section 15.4(c), and (C) Guarantees in respect of Indebtedness of MLP Subsidiaries under one or more MLP Credit Facilities, provided, that such Guarantees provided pursuant to this clause (C)shall be (x) unsecured (other than by the pledge of Equity Interests in MLP Subsidiaries),

(y) subordinated to the Secured Obligations on terms acceptable to Aron and (z) in an amount not to exceed in the aggregate the greater of (1)$200,000,000 and (2)5.0% of Consolidated Net Tangible Assets (measured at the time of incurrence);;

(x)To the extent constituting Indebtedness, obligations of the Company Entities and their Restricted Subsidiaries (A) arising under any license for a proprietary refining process entered into by such Person in the Ordinary Course of Business (including, without limiting the generality of the foregoing, plant expansion,modification and optimization), or (B) in respect of leases (including any such lease constituting a Capital Lease) or other financings without regard to form or otherfinancing structures for metals or other elements, composites or alloys used as, or part of, a catalyst in the operation of the refinery assets of any of Consolidated Parties which do not constitute Collateral, in each case in the Ordinary Course of Business, and not for the purposes of speculation, with respect to such metals, elements, composites, alloys or catalysts;

(xi)additional unsecured Indebtedness of the Company Entities and their Restricted Subsidiaries not otherwise permitted pursuant to this Section 15.4(c);provided that (A) the maturity date for such Indebtedness shall occur no earlier than the date six (6)months after the Expiration Date, (B) the principal amount of such Indebtedness shall not amortize by more than 2% during any twelve (12)month period prior to the Expiration Date (excluding the effect of put rights, required tenders for such Indebtedness or other repayments or prepayments required upon the occurrence of a contingency (such as, by way of example and not by way of limitation, an event of default, the destruction of assets or a change of control), and (C) in the case of any subordinated Indebtedness, the applicable subordination terms thereof shall bereasonably acceptable to Aron;

(xii)additional secured or unsecured Indebtedness in an aggregate outstanding principal amount not to exceed the greater of (A) $100,000,000 and (B) 5% ofConsolidatedNetTangibleAssets(measuredatthetimeoftheincurrenceofsuch

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Indebtedness), so long as no Liens securingsuch Indebtedness shall at anytime attach to or encumber any Property constituting Collateral;

(xiii)Attributable Indebtedness under Sale and Leaseback Transactions incurred by Company Entities and their Restricted Subsidiaries, provided that the aggregateoutstandingamountofallsuchIndebtednessshallnotexceedthegreaterof

(A)$75,000,000 and (B) 5% of Consolidated Net Tangible Assets (measured at the time of the incurrence of such Indebtedness);

(xiv)Indebtedness incurred by Foreign Subsidiaries, provided that the aggregateoutstandingamountofallsuchIndebtednessshallnotexceedthegreaterof

(A) $100,000,000 and (B) 5% of Consolidated Net Tangible Assets (measured at thetime of the incurrence of such Indebtedness);

(xv)Indebtedness of and incurred by any Inventory Structuring Subsidiary under and pursuant to any Permitted Inventory Structuring Transaction to which it is a party, provided that (A) such Indebtedness shall either be unsecured or shall be secured onlybyLiensontheInventoryStructuringCollateralaspermittedbySection 15.4(a)(xxvii), (B) such Indebtedness shall not be guaranteed by any other Company Entity or its Restricted Subsidiaries other than MLP Parent and (C) all such Indebtedness of any Inventory Structuring Subsidiary shall be paid in full on or prior to, and no such Indebtedness shall exist after, the Inventory Structuring Transaction Termination Date applicable to such Permitted Inventory Structuring Transaction; and

(xvi)Indebtedness (A) incurred under the Credit Facilities and any Refinancing Indebtedness in respect thereof, provided that, after giving effect to anysuch incurrence, the aggregate principal amount of all Indebtedness incurred under this clause(A)andthenoutstandingdoesnotexceedthegreaterof(x) $500.0 millionand

(y) the Indenture Derived Borrowing Base, or (B) constituting Bank Product Indebtedness; provided, that, the administrative agent, trustee or a similar representative acting onbehalf ofthe holdersof suchIndebtedness shallhave becomeparty to,and such holders shall be bound by the terms of, the Intercreditor Agreement.

(d)Fundamental Changes.Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of the Company Entities and their Restricted Subsidiaries, taken asa whole (whether now owned or hereafter acquired); provided that, notwithstanding theforegoing provisions of this Section 15.4(d) but subject to the terms of Section 15.3(k),

(i)any Company Entity or its Restricted Subsidiary may merge or consolidate with any of its Subsidiaries provided that such Company Entity or Restricted Subsidiary shall be the continuing or surviving entity or, if not the surviving entity, the survivor shall assume the obligations of such Company Entityand become a party to the Transaction Documents as a “Company Entity” in a manner reasonably acceptable to Aron, including, without limitation, by the execution of such documents of joinder and such Lien Documents as Aron may reasonably request and by demonstrating that Aron will have first priority perfected Liens on such Person’s Collateral (subject to Permitted Liens) and its compliance in all material respects with Applicable Laws, including the Patriot Act,

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(ii)any Consolidated Party that is not a Company Entity may be merged or consolidated with or into any Company Entity provided that such Company Entity shall be the continuing or surviving entity,

(iii)any Consolidated Party that is not a Company Entity may be merged or consolidated with or into any other Consolidated Party that is not a Company Entity,

(iv)anyRestrictedSubsidiaryotherthanCalumetRefiningandtheCompany may merge with any Person that is not a Company Entity in connection with a Disposition that is not prohibited under Section 15.4(e),

(v)a Company Entity may merge with any Person in connection with a Permitted Acquisition or any other transaction, provided that such Company Entity shall be the continuing or surviving entity or, if not the surviving entity, the survivor shall assume the obligations of such Company Entity and become a party to the Transaction Documents as a “ Company Entity” in a manner reasonably acceptable to Aron, including, without limitation, by the execution of such documents of joinder and such Lien Documents as Aron may reasonably request and by demonstrating that Aron will have first priority perfected Liens on such Person’s Collateral and its compliance in all material respects with Applicable Laws, including the Patriot Act, and

(vi)any Wholly Owned Subsidiary of a Company Entity (other than a Company Entity) may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect.

Furthermore, for so long as anyCommitments or Secured Obligations (and continuinguntil Discharge of Secured Obligations) are outstanding, each Company Entity shall not, permit any Company Entity to merge or consolidate into, or reorganize as or otherwise become, an entity that is organized under the laws of a jurisdiction other than any State of the United States or the District of Columbia.

(e)Dispositions.Solely with respect to (x) Calumet Refining make any Disposition of (i) Feedstock or Products intended to be used at or that have been produced by the Refinery, or

(ii)any Equity Interests in the Company, except in either case to MLPCalumetParent or a Restricted Subsidiary (and subject to Section 15.3(k) to the extent applicable) and (y) the Company make any Disposition, in each case other than an Excluded Disposition (other than Permitted Investments involving the sale or other Disposition of Collateral, which Permitted InvestmentsinvolvingthesaleorotherDispositionofCollateralshallbesubjecttothis Section 15.4(e)), provided that the foregoing shall not prohibit or restrict:

(i)sales or other Dispositions of assets (other than Permitted Accounts Transactions and Sale and Leaseback Transactions) having an aggregate fair market value not to exceed during any Fiscal Year $25,000,000;

(ii)Dispositions in connection with Sale and Leaseback Transactions involving Property not constituting Collateral (including, for the avoidance of doubt, metals or other elements, composites or alloys used as, or part of, a catalyst), provided that the Indebtedness incurred pursuant thereto is permitted pursuant to Section 15.4(c);

(iii) Permitted Accounts Transactions; and

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(iv)sales of Hydrocarbon Inventory by the Transaction Parties under the Transaction Documents, and to the extent not otherwise prohibited by the Transaction Documents sales of Hydrocarbon Inventory in the Ordinary Course of Business;

provided, however, that, in connection with any such sale or Disposition (including, without limitation, any sale or other Disposition which constitutes or is made in connection with a Permitted Investment but excluding any Permitted Accounts Transactions), no Default or Event of Default exists at the time thereof or will arise as a result thereof.

Notwithstanding any of the foregoing, (a) a Transaction Party may make one or more Dispositions of its Accounts from time to time if (but only if) each of the requirements as set forth in the ABL Credit Agreement are satisfied with respect to such Disposition, in whichcasesuchDispositionshallconstitutea“Permitted Accounts Transaction”and

(b) in no eventshall(x) with respectto both Calumet Refining and the Company, Dispose of Feedstock or Products other than solely in the Ordinary Course of Business, provided however, that the foregoing shall not prohibit or restrict (A) involuntary transfers that are the result of a casualty event, (B) equipment no longer used or useful in the business of the Company Entities, or (C) any sale, lease, license, transfer or other disposition of Property by any of the Company Entities or their Restricted Subsidiaries to any of the Company Entities or their Restricted Subsidiaries, provided that the Company Entities shall cause to be executed and delivered such documents, instruments and certificates as Aron may reasonably request so as to cause the Company Entities to be in compliance with the terms of Section 15.3(k) after giving effect to such transaction.

(f)Restricted Payments.Declareormake,directlyorindirectly,anyRestricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

(i)each Restricted Subsidiary of MLPCalumetParent may, and may incur obligations to, make Restricted Payments (directly or indirectly) to MLPCalumetParent or to any other Restricted Subsidiary of MLPCalumetParent;

(ii)each Consolidated Party may, and may incur obligations to, declare and make Restricted Payments payable solely in, and by the issuance of, the Equity Interests of such Person;

(iii)MLPCalumetParent or any Restricted Subsidiary thereof may, and may incur obligations to, make offsets against and acquisitions of Equity Interests of MLPCalumetParent in satisfaction of customary indemnification and purchase price adjustment obligations owed to MLPCalumetParent or its Restricted Subsidiaries under acquisition arrangements in which Equity Interests of MLPCalumetParent were issuedas consideration for the Acquisition, provided that the only consideration exchanged by any Consolidated Party in connection with any such Acquisition is the relief, satisfaction or waiver of claims of such Consolidated Party under such acquisition arrangements; and

(iv)so long as no Default or Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom:

(A)MLPCalumetParentmay,andmayincurobligationsto, purchase,redeemorotherwiseacquireitsEquityInterestswiththeproceeds

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receivedfromthesubstantiallyconcurrentissueofnewunitsoftheEquity Interests of MLPCalumetParent;

(B) [Reserved];

(C) [Reserved];

(B) MLP Parent may, and may incur obligations to, make Restricted Payments to its general and limited partners to be used by such Person (or, if applicable, distributed by such Person to its respective partners or members) to pay consolidated, combined or similar federal, state and local Taxes payable by any such Person and directly attributable to (or arising as a result of) the operations of MLP Parent and its Restricted Subsidiaries;

(C) any Company Entity or any Restricted Subsidiary thereof may, and may incur obligations to, make Restricted Payments, in the Ordinary Course of Business, to MLP General Partner to (A) reimburse MLP General Partner for reasonable and customary administrative or operating expenses of a Company EntityoritsRestrictedSubsidiariesincurredbyMLPGeneralPartner,and

(B) permit MLP General Partner to pay franchise fees or similar Taxes and fees required to maintain its existence;

(D)MLPCalumetParent may, and may incur obligations to, purchase, repurchase, retire or otherwise acquire or retire for value units of its Equity Interests (A)held by any present or former director, officer, member of managementor employee of anyCompanyEntity, or anyRestrictedSubsidiary of any Company Entity, in accordance with repurchase rights or obligations established in connection with such Equity Interests, and (B) pursuant to the terms of any incentive, benefit, compensation, employee or restricted equity interest purchase plan, equity interests option plan or other employee benefit or equitybasedcompensationplanestablishedbyMLPCalumetParentoranyother Company Entity or its Restricted Subsidiaries; provided that the aggregate amountofallsuchRestrictedPaymentsmadepursuanttothisSection 15.4(f)(iv)(D) shall not exceed $15,000,000 in any Fiscal Year, except that any portion of such amount which is not made as a Restricted Payment during any Fiscal Year may be carried forward to successive Fiscal Years and added to such amount;

(E)MLPCalumetParent may, and may incur obligations to, make Restricted Payments consisting of the cashless exercise of options or warrants in connectionwithcustomaryandreasonableemployeecompensation,incentive,or other benefit programs; and

(F)MLPCalumetParent may, and may incur obligations to, make other Restricted Payments not otherwise permitted above; provided that immediately after giving effect to such Restricted Payment, the sum of (A) cash on hand in Restricted Accounts of the Company Entities and their Restricted Subsidiaries plus (B) Availability shall be at least equal to the sum of (x) the greater of (1) (a) 20% of the Aggregate Borrowing Base then in effectat any timethattheRefineryAssetBorrowingBaseComponentisgreaterthan$0and

(b)15%oftheAggregateBorrowingBasethenineffectatanytimethatthe

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Refinery Asset Borrowing Base Component is equal to $0 and (2)$77,000,000 (which amount is subject to increase as provided in Section 1.4 of the ABL Credit Agreement) plus (y) the amount of FILO Loans outstanding.

(g)Change in Nature of Business; Name, Etc.(i)Engage in any line of business different from those lines of business conducted by Consolidated Parties taken as a whole on the date hereof, any business substantially related or incidental thereto, or any reasonable extensions or expansions thereof, or any other businessthat generates gross income that constitutes“qualifying income“ under Section 7704(d) of the Code and relates to the exploration for, or development, mining, production, ownership, operation, processing, refining, storage, transportation (including without limitation pipeline and railcar ownership), marketing, distribution or other handling of, petroleum-based products, biofuels, feedstocks (including, without limiting the generality of the foregoing, oil and natural gas), and other minerals and fuels related to the foregoing, (ii) change its name or conduct business under any fictitious name; or change its tax, charter or other organizational identification number, unless, in each case, MLPCalumetParent first provides Aron at least thirty (30) days prior written notice of such change or fictitious name, or (iii) change its form or jurisdiction of formation except for (A) a conversion described in the last paragraph of the definition of “Change of Control”, (B) with respect to any Company Entity, without first giving thirty (30) days prior written notice to Aron and providing such documents and instruments as Aron may reasonably request to continue the perfection and first priority status of its Liens on the Collateral, as contemplated herein, subjectto Permitted Liens, (C) as otherwise consented to by Aron or (D) solely for the MLPCalumetParent and its Restricted Subsidiaries other than the Transaction Parties, any such action or change which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(h)Transactions with Affiliates.Enter into or permit to exist any transaction or series of transactions with any officer, director, manager of a limited liability company or Affiliate of such Person other than:

(i)advances of working capital to any Company Entity or any Restricted Subsidiaries in the Ordinary Course of Business,

(ii)transfers of cash and assets to any Company Entity or any Restricted Subsidiaries in the Ordinary Course of Business,

(iii)transactions between or among any combination of the MLPCalumetParent and the Restricted Subsidiaries which do not adversely affect the validity, perfection or priority of Aron’s Liens on any Collateral,

(iv)intercompany transactions expressly permitted by Section 15.4(b), Section 15.4(c),Section 15.4(d), Section 15.4(e)orSection 15.4(f) (includingdistributionstoMLPGeneralPartnerpermittedunderSection 15.4(f)(iv)(C) toreimburse MLP General Partner for administrative and operating expenses of a CompanyEntity or anyRestricted Subsidiaries incurred by MLP General Partner, but excludingother transactions with MLP General Partner),,

(v) [Reserved],

(vi) [Reserved],

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(v)theassignmentbyMLPGeneralPartnertoaCompanyEntityorany Restricted Subsidiaries of MLP General Partner’s rights under agreements relating to a Permitted Acquisition for the purpose of allowing such Company Entity or its Restricted SubsidiariestoconsummatesuchPermittedAcquisition,andtheassumptionbysuch CompanyEntity or its Restricted Subsidiaries of the obligations of MLP General Partner under such agreements, provided that the only consideration payable by such Company Entity or its Restricted Subsidiaries in connection with such assignment (other than the assumption of such obligations) shall consist of reimbursement to MLP General Partner for its actual and reasonable out-of-pocket fees, costs and expenses relating thereto,

(vi)thepurchaseofassetsfromMLPGeneralPartnerbyaCompanyEntityorits Restricted Subsidiaries pursuant to a Permitted Acquisition, provided that the consideration payable by such Company Entity or its Restricted Subsidiaries and/or any other Company Entity or its Restricted Subsidiaries in connection with such purchase shall be on terms and conditions substantially as favorable to such Company Entity or its Restricted Subsidiaries and/or the other Company Entities or their RestrictedSubsidiaries as would be obtainable by it or them in a comparable arms-lengthtransaction with a Person other than an Affiliate and such purchase and the terms and conditions thereof shall have been approved in advance by the Conflicts Committee of MLP General Partner as being fair and reasonable to the Company Entities or Restricted Subsidiaries,

(vii)compensationandreimbursementofexpensesofemployees,officersand directors, and

(viii)except as otherwise specifically limited in this Agreement, (A) other transactions on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director, manager of a limited liability company or Affiliate and (B) conveyances of assets to joint ventures pursuant to terms negotiated and agreed to on an arms-length basis with one or more third-parties that were not Affiliates of a Company Entity or its Restricted Subsidiaries immediately prior to the execution and delivery of the written agreement setting forth such terms.

(i)Burdensome Agreements.Solely with respect to the Transaction Parties, enter into any Contractual Obligation (other than this Agreement and the other TransactionDocuments, the ABL Credit Documents and the Senior Notes Indentures and the Senior Secured Notes Indenture as in effect on the Commencement Date, and, subject to the proviso below, Refinancing Indebtedness) that:

(i)limits the ability (A) of a Company Entity or Restricted Subsidiary to make Restricted Payments to any Company Entity or its Restricted Subsidiaries or to otherwise transfer any Property to any Company Entity or Restricted Subsidiaries, provided that this clause (A) shall not prohibit (x) any such restrictions on transfers of Property by Foreign Subsidiaries contained in financing agreements governing the Indebtedness of such Foreign Subsidiaries permitted by Section 15.4(c), or (y)a Restricted Subsidiary from entering into customary agreements to maintain a minimum amount of assets in connection with a Guarantee provided by such Restricted Subsidiary permitted under Section 15.4(c), (B) of any Transaction Party to act as a Transaction Partyunder the Transaction Documents, or (C) of anyCompanyEntity or anyRestricted Subsidiarytocreate,incur,assumeorsuffertoexistLiensonanyPropertyofsuch

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Person securing the Secured Obligations, provided, further, that clauses (A), (B) and (C) aboveshallnotprohibitanynegativepledgeinfavorofanyholderofanyLienpermitted under Sections 15.4(a)(ii), (v), (vi), (ix), (x), (xi), (xii), (xviii), (xx), (xxi), (xxii), (xxiii), (xxiv), and (xxv) and (xxvi) solely to the extent any such negative pledge or other restriction on transfer of Property relates to the Property financed by or the subject of such Indebtedness and proceeds thereof; or

(ii)requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Secured Obligations of such Person;

provided,however,thatanyofthelimitationsorrequirementsreferredtoinclause (i)or clause (ii) preceding as they apply to any Contractual Obligation relating to Refinancing Indebtedness shall not limit the ability of any Company Entity or Restricted Subsidiary to (A) act as a Company Entity under the Transaction Documents or to Guarantee the Obligations of any Company Entity or any Restricted Subsidiaries or (B) create, incur, assume or suffer to exist Liens on any Property of such Person securing the Secured Obligations, except for any negative pledge expressly permitted pursuant to the proviso in clause (i) preceding; and provided, further, however, that this Section 15.4(i) shall not limit customary agreements of a Subsidiary pursuant to Permitted Inventory Structuring Transactions or Permitted Accounts Transactions which limit

(x) the ability to grant Liens on the Inventory Structuring Collateral of the Inventory Structuring Subsidiary to secure the obligations, or prohibit dispositions of the Inventory Structuring Collateral that are the subject of such Permitted Inventory Structuring Transaction or (y) the ability to grant Liens on accounts or other assets subject to a Permitted Accounts Transaction.

(j)Use of Proceeds.Use the proceeds of any Advance, Credit Extension or purchases and sales of Feedstock and Products under the Transaction Documents whetherdirectly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry marginstock(withinthemeaningofRegulationUoftheBoardofGovernors)ortoextendcredit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose or in any other manner not contemplated in Section 15.3(s).

(k)Prepayment of Other Indebtedness.Permit any Company Entity or Restricted Subsidiary to:

(i)if on any date a Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof make (or give any notice with respect thereto of) any voluntary, optional or other non-scheduled payment, prepayment (including any excess cash flow sweeps of Borrowed Money), redemption, acquisition for value (including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Senior Notes or Senior Secured Notes, any Indebtedness incurred under the ABL Credit Documents or any Subordinated Indebtedness of any Company Entity or Restricted Subsidiary, but excluding (A) any refinancing thereofpermittedunderSection 15.4(c),(B) any payment made in satisfaction of any Company Entity’s or any Restricted Subsidiary’s obligations with respect to the conversion or exchange of any debt securities convertible into or exchangeable, in whole or in part, for shares of capital stock of (or other ownership or profit interests in) any Company Entity or any Restricted Subsidiary, in each case to the extent that (x) any such payment is made in lieu of fractional shares or (y) any such payment does not exceed the principal amount of the debt securities in respect of which theconversion or exchange right has beenexercised, and (C) any payment or prepayment

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made with respect to Indebtedness arising under any Senior Notes Agreement, anySenior Secured Notes Agreement or any ABL Credit Documents upon the occurrence of any such Default or Event of Default, or the occurrence of a contingency such as, for example and not by way of limitation, an event of default, the destruction of assets or a change of control if (and only if) the applicable Senior Notes Agreement, Senior Secured Notes Agreement or ABL Credit Document requires such prepayment; and

(ii)notwithstanding subsection (i) of this Section 15.4(k), make any payment in respect of Subordinated Indebtedness in violation of the relevant subordination provisions.

(l)Organizational Documents; Fiscal Year; Accounting Practices.Permit any Company Entity or Restricted Subsidiary to (i) amend, modify or change its Organizational Documents in a manner adverse to the interests of Aron, it being acknowledged hereby that a conversion of MLP Parent on the Conversion Date to a Subsidiary of a publicly traded corporation having substantially the same beneficial owners as MLP Parent immediately prior to such conversion, shall be permitted under Section 15.4(g) and this Section 15.4(l) so long as (A) such conversion is consummated in accordance with the ABL Credit Agreement and (B) Aron receives, prior to or effective upon the consummation of such conversion, (w) a parent company guaranty from the new publicly traded parent company, (x) an amendment to the Intercreditor Agreement, (y) an amendment hereto to reflect the identity of the new publicly traded parent company and (z) other documentation in connection with such conversion that Aron may reasonably request, including legal opinions, in each such case in form and substance reasonably satisfactory to Aron in all respects; (ii) change its fiscal year; or (iii) make any material change in accounting treatment or reporting practices, except as required by GAAP and in accordance with Section 1.4.

(m) Ownership of Company Entities and Refinery and Terminal Assets.Permit

(i) MLPCalumetParent to own, directly or indirectly, less than 100% of the Equity Interests of each Transaction Party, (ii) Calumet Refining to directly own less than 100% of the Equity Interests in the Company, or (iii) the Company to have any Subsidiaries.

(n)Inventory Structuring Transactions.TheInventoryStructuringSubsidiaries identifiedonSchedule 15.4(n)mayremainpartytotheInventoryStructuringTransactions identifiedonSchedule 15.4(n)(the“Existing​ ​Inventory​ ​Financing​ ​Transactions”). Notwithstanding anything to the contrary contained in this Agreement, MLPCalumetParent or any of its Restricted Subsidiaries shall not enter into any Inventory Structuring Transaction that couldreasonablybeexpectedtoviolatetheABLCreditDocuments(eachsuchInventory StructuringTransaction,a“Permitted Inventory Structuring Transaction”).Notwithstanding anything to the contrary in this Agreement, (i) neither the Company nor Calumet Refining may enter into an Inventory Structuring Transaction prior to the Discharge of Secured Obligations and

(ii)no transactions under any Permitted Inventory Structuring Transaction shall create or grant Liens on any Property of MLPCalumetParent, the Company or Calumet Refining.

(o) Material Contracts.

(i)Waive, amend or otherwise modify any Material Contract, except, in each case, where the foregoing action (A) could not reasonably be expected to have a Material Adverse Effect or (B) is consented to by Aron (such consent not to be unreasonably withheld or delayed);

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(ii)Terminate any Material Contract, or permit any Material Contract to be terminated by any Company Entity or by any third party counterparty thereto, in each case, prior to its stated date of expiration (in each case, unless such terminated Material Contract is replaced with another agreement that, viewed as a whole, is on equal or better terms for the applicable Company Entity in the such Company Entity’s reasonable judgment); or

(iii)Fail to comply in any respect with all terms of all Material Contracts, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect;

provided that, in each case, there shall be deemed to be no breach of this Section 15.4(o) with respect to any agreement that constitutes a Specified Material Contract if, within five (5)Business Days after any waiver, amendment, modification, termination or failure to comply (so long as such failure to comply does not prevent Aron’s access to or ability to foreclose upon its Property or Collateral or adversely affect the perfection or priority of Aron’s Liens on or security interests in the Collateral) under such Specified Material Contract, the Transaction Parties shall have effected a Material Contract Cure Event.

(p)No Adverse Additional Financings.From and after the Commencement Date, enter into any Additional Financing Agreement unless such Additional Financing Agreement, at the time it is entered into, does not adversely affect any of Aron’s rights or remedies under this Agreement or the other Transaction Documents or Aron’s status as the owner of Feedstock and Products to the extent contemplated hereby and by the other Transaction Documents, free and clear of anyliens of anylender or other creditor that is partyto such FinancingAgreement, other than Permitted S&O Liens.No Company Entity shall modify or amend (including any extensions of or elections under), or waive any rights arising under, any Additional Financing Agreement without the prior written consent of Aron, if doing so would adversely affect any of Aron’s rights or remedies under this Agreement or the other Transaction Documents including, without limitation, Aron’s status as the owner of Feedstock and Products to the extent contemplated hereby and by the other Transaction Documents, free and clear of any liens of any lender or other creditor that is party to such Additional Financing Agreement.

(q)In no event shall the Transaction Parties request that Aron participate in a transaction under the Transaction Documents as a “first purchaser”.

15.5Financial Covenant.ForsolongasanySecuredObligations(andcontinuinguntil Discharge of Secured Obligations) are outstanding, the Company Entities shall:

(a)Fixed Charge Coverage Ratio.At all times after Availability falls below the sum of(i) thegreaterof(A) (x) 15%oftheBorrowing Basethenineffectatany time thatthe Refinery Asset Borrowing Base Component is greater than $0 and (y) 10% of the BorrowingBase then in effect at any time that the Refinery Asset Borrowing Base Component is equal to $0 and (B) $45,000,000 (which amount is subject to increase as provided in Section 1.4 of the ABL Credit Agreement) plus (ii) the amount of FILO Loans outstanding, maintain as of the end ofeach Fiscal Quarter (commencing with the Fiscal Quarter ending immediately prior to the Fiscal Quarter during which Availability falls below the threshold stated above) a Fixed Charge Coverage Ratio (ABL) of at least 1.0 to 1.0; provided, that if, after Availability falls below the sum of clauses (i) and (ii) above, Availability subsequently exceeds the sum of clauses (i) and (ii) abovefor thirty (30) consecutive days, then Company Entities and their Restricted Subsidiaries

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shall not be required to maintain the Fixed Charge Coverage Ratio (ABL) set forth above untilsuch time as Availability subsequently falls below the sum of clauses (i) and (ii) above.

15.6 Designation of Unrestricted Subsidiaries and Restricted Subsidiaries.

(a) Designation of Unrestricted Subsidiaries.

(i)The Board of Directors of MLPCalumetParent may designate any Restricted Subsidiary of MLPCalumetParent to be an Unrestricted Subsidiary, and maydesignate any Unrestricted Subsidiary that is an MLP Subsidiary as an Exclusive Entity, if (but only if):

(A)any Restricted Subsidiary designated as an Unrestricted Subsidiary shall comply with all requirements contained in the definition of the term“Unrestricted Subsidiary” and shall concurrentlyalso be designated as (and thereupon shall become) an “Unrestricted Subsidiary” pursuant to (and as defined by) each of the Senior Notes Indentures, the Senior Secured Notes Indenture and the ABL Credit Documents;

(B)both immediately before and after giving effect to any such designation (and any deemed Investment resulting from such designation on a pro forma basis), no Default or Event of Default has then occurred and is continuing or would result therefrom;

(C)such designation is made in accordance with the terms of the ABL Credit Agreement; and

(D)all Investments deemed to exist or to have resulted from such designationpursuanttothisAgreementarepermittedbythisAgreementasofthe effective date of such designation.

(ii)Unless designated as an Unrestricted Subsidiary in compliance with this Section 15.6, any Person that becomes a Subsidiary of a Company Entity or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

(iii)Notwithstanding the foregoing, no Transaction Party shall be an Unrestricted Subsidiary.

(b)Characterization of Investment in Unrestricted Subsidiaries.If a Restricted Subsidiary of MLPCalumetParent is designated as an Unrestricted Subsidiary pursuant to Section 15.6(a) (including, without limitation, any MLP Subsidiary or Exclusive Entity), the aggregate fair market value of all outstandingInvestmentsownedbyMLPCalumetParent andits Restricted Subsidiaries in the former Restricted Subsidiary so designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation that must comply with Section 15.4(b) hereof.

(c)Effect of Designation of Unrestricted Subsidiaries.With respect to each Unrestricted Subsidiary (including, without limitation, any MLP Subsidiary or Exclusive Entity), beginning on the effective date of such designation and continuing for so long as such Subsidiary is an Unrestricted Subsidiary:

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(i)such Unrestricted Subsidiary will not be a Company Entity for purposes of this Agreement or any other Transaction Document, and will not be obligated under any Transaction Document, including without limitation any representation, warranty, covenant or Event of Default herein or in any other Transaction Document;

(ii)the results of operations, Fixed Charges and Indebtedness of such Unrestricted Subsidiary will not be taken into account for purposes of determining any financial ratio or covenant contained in this Agreement;

(iii)Property of such Unrestricted Subsidiary will not be included in the Aggregate Borrowing Base;

(iv)each Subsidiary of such Unrestricted Subsidiary will be also deemed to be an Unrestricted Subsidiary; and

(v)such Subsidiary shall be deemed released from its obligations as a Company Entity and shall no longer be a Company Entity, without any consent or approval of Aron.

(d)Re-Designation of an Unrestricted Subsidiary as a Restricted Subsidiary.The Board of Directors of MLPCalumetParent may at any date designate any Unrestricted Subsidiary (including, without limitation, any MLP Subsidiary or Exclusive Entity) to be a Restricted Subsidiary of MLPCalumetParent; provided that (i) such designation will be deemed on suchdate to be (A) an incurrence of Indebtedness by such Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and (B) an Investment by such RestrictedSubsidiary in the amount of any outstanding Investment of such Unrestricted Subsidiary in any third party, and (ii) such designation will only be permitted if (A) such deemed incurrence of Indebtedness is permitted under Section 15.4(c), calculated on a pro forma basis as if such designation had occurred at the beginning of the four Fiscal Quarter reference period, (B) such deemed Investment is permitted under Section 15.4(b), calculated on a pro forma basis as if such designation had occurred at the beginning of the four Fiscal Quarter reference period, and (C) no Default or Event of Default would be in existence following such designation.

(e) Certain Undertakings Relating to the Separateness of Unrestricted Subsidiaries.

(i)Separate Records; Separate Assets.The Company Entities shall, and shall cause Unrestricted Subsidiaries (including, without limitation, any MLP Subsidiaryor Exclusive Entity) to, (i) maintain their respective books and records and their respective accounts separate from those of the Company Entities and their Restricted SubsidiariesontheonehandandUnrestrictedSubsidiariesontheotherhand,and

(ii)maintain their respective financial and other books and records showing their respective assets and liabilities separate and apart from those of the Company Entitiesand their Restricted Subsidiaries. The Company Entities shall not commingle or pool,and shall cause Unrestricted Subsidiaries not to commingle or pool, their respectivefunds or other assets with those of any other Person, except their Restricted Subsidiaries in the case of the Company Entities and except Persons that are not the Company Entities or their Restricted Subsidiaries in the case of Unrestricted Subsidiaries, and shallmaintain their respective assets in a manner that is not costly or difficult to segregate, ascertain or otherwise identify as separate from those of any other Person.

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(ii) Separate  Name;  Separate  Credit.TheCompanyEntitiesshall

(i)conduct their respective businesses in their respective own names or in the names of their respective Restricted Subsidiaries and not in the name of any Unrestricted Subsidiary (including, without limitation, any MLP Subsidiary or Exclusive Entity), and

(ii)generally hold themselves as entities separate from the Unrestricted Subsidiaries. The Company Entities shall cause Unrestricted Subsidiaries to, (A) conduct their respective businesses in their respective own names or in the names of their respective Subsidiaries andnotinthenameofanyCompanyEntityortheirRestrictedSubsidiaries,and

(B) generally hold themselves as entities separate from the Company Entities and their Restricted Subsidiaries.The Company Entities shall, and shall cause Unrestricted Subsidiaries to, (1) pay their respective obligations and liabilities from their respective own funds (whether on hand or borrowed), and (2) maintain adequate capital in light of their respective business operations.

(iii)Separate Formalities.The Company Entities shall cause each Unrestricted Subsidiary (including, without limitation, any MLP Subsidiary or ExclusiveEntity) to observe all limited liability company, partnership or other entity formalitiesand other formalities required by their respective organizational documents and Applicable Law.

(f)Covenants Relating to MLP Subsidiaries.For so long as any Commitments or Secured Obligations (and continuing until Discharge of Secured Obligations) are outstanding,each Company Entity shall not, and shall cause each of its Restricted Subsidiaries not to:

(i) permit (i) an MLP GP to engage into any business other than holding a general partnership interest in an MLP and (ii) the MLP Holdco to engage in any business other than holding Equity Interests in an MLP GP and an MLP;

(ii) (i) provide any Guarantee of, or any credit support for, any Indebtedness or other obligation (contingent or otherwise) of an MLP Subsidiary, or otherwise bedirectly or indirectly liable for any Indebtedness or other obligation (contingent or otherwise) of such MLP Subsidiary, (ii) permit any Indebtedness or other obligation (contingentorotherwise)ofanMLPSubsidiarytoberecoursetoanyCompanyEntityor its Restricted Subsidiaries, (iii) have any direct or indirect obligation to maintain or preserve the financial condition of such MLP Subsidiary or to cause any such MLP Subsidiary to achieve any specified level of operating results, or (iv) permit a Lien onany of its Property to secure, or permit any of its Property to be otherwise subject (directly or indirectly) to the satisfaction of, any Indebtedness or other obligation (contingent or otherwise), of any MLP Subsidiary, in each case, other than with respectto any Guarantees incurred by any Company Entity or its Restricted Subsidiaries in respect of Indebtedness of an MLP Subsidiary under an MLP Credit Facility and permitted under clause (C) of Section 15.4(c)(x); or

(iii) permit any MLP Subsidiary to (A) own any capital stock of or other Equity InterestsinanyCompanyEntityoritsRestrictedSubsidiaries,(B)holdanyIndebtedness of any Company Entity or its Restricted Subsidiaries or (C) hold any Lien on any Property of any Company Entity or its Restricted Subsidiaries.

Fortheavoidanceofdoubt,anExclusiveEntityisnotanMLPSubsidiaryforpurposesofthisSection 15.6 (or otherwise, as provided in this Agreement).

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15.7 Transaction Guaranty.

(a) Transaction Guaranty.

(i)Each of the Transaction Parties hereby, jointly and severally, unconditionallyandirrevocably,guarantees,asprimaryobligorandnotmerelyassurety, to Aron and its respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the other Transaction Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations (the “Transaction Guaranty”).

(ii)Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Transaction Party hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Transaction Party under Applicable Laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 15.7(b)).

(iii)Each Transaction Party agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Transaction Party hereunder without impairingthe guarantee contained in this Section 15.7 or affectingthe rights and remedies of Aron hereunder.

(iv)The guarantee contained in this Section 15.7 shall remain in full force and effect until the Discharge of Secured Obligations.

(v)No payment made by any of the Transaction Parties, any other guarantor or any other Person or received or collected by Aron from any of the Transaction Parties, anyotherguarantororanyotherPersonbyvirtueofanyactionorproceedingorany set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Transaction Party hereunder which shall, notwithstanding any such payment (other than any payment made by such Transaction Party in respect of the Secured Obligations or any payment received or collected from such Transaction Party in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such guarantor hereunder until the Discharge of Secured Obligations.

(vi)Each Transaction Party agrees that its guarantee constitutes a guarantee of payment and performance when due and not of collection, and waives any right to require that resort must first be had to any of the other Transaction Parties or anysecurity held for payment of the Secured Obligations.

(b)Right of Contribution.Each Transaction Party hereby agrees that to the extent that a Transaction Party shall have paid more than its proportionate share of any payment made hereunder, such Transaction Party shall, subject to and only upon the Discharge of Secured Obligations, be entitled to seek and receive contribution from and against any other Transaction Party hereunder which has not paid its proportionate share of such payment. The provisions of this Section 15.7(b) shall in no respect limit the obligations and liabilities of any Transaction Party to Aron, and each Transaction Party shall remain liable to Aron for the full amount guaranteed by such Transaction Party hereunder.

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(c)No Subrogation.Notwithstanding any payment made by any Transaction Party hereunder or any set-off or application of funds of any Transaction Party by Aron, noTransaction Party shall be entitled to be subrogated to any of the rights of Aron against any other Transaction Party or any collateral security or guarantee or right of offset held by Aron for the payment of the Secured Obligations, nor shall any Transaction Party seek or be entitled to seek any contribution or reimbursement from any other Transaction Party or the CalumetParent in respect of payments made by such Transaction Party hereunder, until the Discharge of Secured Obligations. If any amount shall be paid to any Transaction Party on account of contribution or subrogation rights at any time when all of the Secured Obligations shall not have been paid infull, such amount shall be held by such Transaction Party in trust for Aron, segregated from other funds of such Transaction Party, and shall, forthwith upon receipt by such Transaction Party, be turned over to Aron in the exact form received by such Transaction Party (duly indorsed by such Transaction Party to Aron, if required), to be applied against the Secured Obligations, whether matured or unmatured, in such order as Aron may determine.

(d)Amendments, etc. with respect to the Secured Obligations.Each Transaction Party shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Transaction Party and without notice to or further assent by any Transaction Party, any demand for payment of any of the Secured Obligations made by Aron may be rescinded by Aron and any of the Secured Obligations continued, and the Secured Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee thereforor right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Aron, and this Agreement and the other Transaction Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated,inwholeorinpart,asAronmaydeemadvisablefromtimetotime,andanycollateral security, guarantee or right of offset at any time held by Aron for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Aron shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for the guarantee contained in this Section 15.7 or any property subject thereto.

(e)Guarantee Absolute and Unconditional.Each Transaction Party waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by Aron upon the guarantee contained in this Section 15.7 or acceptance of the guarantee contained in this Section 15.7; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 15.7; and all dealings between or among the Transaction Parties, on the one hand, and Aron, on the other hand, likewise shall be conclusively presumed to have been consummated in reliance upon the guarantee contained in this Section 15.7. Each Transaction Party waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Transaction Parties with respect to the Secured Obligations.Each Transaction Party understands and agrees that the guarantee contained in this Section 15.7 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity or enforceability of, or the lack of authority to enter into, this Agreement or any other Transaction Document, any of the Secured Obligations or any other collateral security therefor or guaranteeor right of offset with respect thereto at any time or from time to time held by Aron, (ii) any defense based on any change in the time, manner or place of anypayment under, or in any other terms of any Transaction Document or any other amendment, renewal, extension acceleration, compromise or waiver or any consent or departure from the terms of the Transaction Documents,

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(iii)any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any of the Transaction Parties or any other Person against Aron, or (iv) any other circumstance whatsoever (with or without notice to or knowledge of such Transaction Party) which constitutes, or might be construed to constitute, an equitable or legal discharge of the relevant Transaction Party for the Secured Obligations, or of such Transaction Party under the guarantee contained in this Section 15.7, in bankruptcy or inany other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Transaction Party, Aron may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Transaction Party or any other Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by Aron to make any such demand, to pursue such other rights or remedies or to collect any payments from any Transaction Party or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Transaction Party or any otherPerson or any such collateral security, guarantee or right of offset, shall not relieve any Transaction Party of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Aron against any Transaction Party. For the purposes hereof “demand” shall include the commencement or continuance of any legal proceedings.

(f)Reinstatement.The guarantee contained in this Section 15.7 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by Aron upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Transaction Party,or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Transaction Party or any substantial part of its property, or otherwise, all as though such payments had not been made.

(g)Payments.Each Transaction Party hereby guarantees that payments hereunder will be paid to Aron without set-off or counterclaim in U.S. dollars at the place of payment designated by Aron pursuant to the terms hereof.

ARTICLE 16

DEFAULT AND TERMINATION

16.1 Events of Default.

(a)NotwithstandinganyotherprovisionofthisAgreement,theoccurrenceofanyof the following shall constitute an “Event of Default”:

(i)Any Transaction Party fails to make payment when due (A) underArticle 8, Article 17, or Section 15.7 of this Agreement, Article 9 of the Supply and Offtake Agreement, Section 7 of the Financing Agreement, or any Company Purchase Agreement, within one (1) Business Day after a written demand therefor (it being understood and agreed that any invoice issued by Aron in accordance with the terms hereof shall constitute such written demand) or (B) under any other provision hereof orof any other Transaction Document within three (3) Business Days after the date when due (provided that, notwithstanding the foregoing, a Default under clause (i)(A) or (i)(B) above shall not constitute an Event of Default if (i) the default was caused solely by error or omission of an administrative or operational nature; (ii) funds were available to enable

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the Transaction Party to make the payment when due; and (iii) the payment is made within one (1) Business Day of such Transaction Party’s receipt of written notice of its failure to pay); or

(ii)Other than a default described in Section 16.1(a)(i), 16.1(a)(iii), or 16.1(a)(x), any Transaction Party (or, if applicable, any Affiliate of such Transaction Party that is party to a Transaction Document) fails to perform any material obligation or covenant under this Agreement or any other Transaction Document, which is not curedto the reasonable satisfaction of Aron (in its reasonable discretion) within fifteen (15) days after the date that such Transaction Party receives written notice that suchobligation or covenant has not been performed; or

(iii)Any Transaction Party (or, if applicable, any Affiliate of such Transaction Party that is party to a Transaction Document) breaches any material representation or material warranty made or repeated or deemed to have been made or repeated by such Transaction Party, or any such representation or warranty proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated under any Transaction Document; provided, however, that if such breach is curable, such breach is not cured to the reasonable satisfaction of Aron within fifteen (15) days after the date that such Party receives notice that corrective action is needed; or

(iv)Any Company Entity becomes Bankrupt or otherwise subject to any Insolvency or Liquidation Proceeding; or

(v)Any Company Entity or any of its Restricted Subsidiaries (A) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under,oranyearly terminationof,suchSpecifiedTransactioninanamountinexcessof

$500,000, (B) defaults, after giving effect to any applicable notice requirement or grace period,inmakinganypaymentordeliverydueonthelastpayment,deliveryorexchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three (3) Business Days if there is no applicable notice requirement or grace period), in each case in an amount (I) in excess of $500,000 and such amount is not paid in full within one (1) Business Day or (II) less than or equal to $500,000 and such amount is not paid in full within ten (10) Business Days or (C) disaffirms,disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); or any Company Entity or any Restricted Subsidiary of such Company Entity that is party to any credit support document provided pursuant hereto or in connection herewith, disaffirms, disclaims, repudiates or rejects, in whole or in part, such credit support document or its obligaitons thereunder; or

(vi)An ISDA Master Agreement Termination Event occurs with respect to any Company Entity or any of its Restricted Subsidiaries which results in (A) a payment obligation of such Company Entity or such Restricted Subsidiaryin excess of $500,000 and such amount is not paid in full within one (1) Business Day or (B) a payment obligation of such Company Entity or such Restricted Subsidiaries that is less than or equal to $500,000 and such amount is not paid in full within ten (10) Business Days; or

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(vii) A Change of Control occurs; or

(viii)one or more judgments shall be entered against any Company Entity or anycombinationthereofandthesameshallremainundischargedforaperiodofthirty

(30) consecutive days during which execution shall not be effectively stayed by reason of a pending appeal or otherwise, or such judgment shall not have been satisfied, vacated or bonded pending appeal, or any action shall be legally taken by a judgment creditor tolevy upon assets or properties of any Transaction Party to enforce any such judgment and suchjudgment either(i) is forthe payment ofmoney inan aggregate amountin excess of

$50,000,000 or (ii) is for injunctive or other non-monetary relief and would reasonably be expected to result in a Material Adverse Effect or

(ix)Any Company Entity (A) fails to perform or comply with, in any material respect, its obligations (after giving effect to any grace periods applicable thereto) under or maintain, under its terms, any Material Contract (other than a Specified Material Contract), and (B) fails to perform or comply with, in any material respect, its obligations (after giving effect to any grace periods applicable thereto) under any Specified Material Contract and, within five (5) Business Days thereof, has not consummated a Material Contract Cure Event; or

(x)Any Company Entity fails to perform or observe any term, covenant or agreement contained in any of Section 7.1 of the Financing Agreement, Section 15.1(f), Section 15.2(c)(i), Section 15.3(a)(i), Section 15.3(a)(ii), Section 15.3(b)(iii) and such failure continutes for fifteen (15) days, Section 15.3 (other than Section 15.3(c)(i)) and such failure continues for a period of thirty (30) days, Section 15.3(c)(i), Section 15.3(e) (with respect only to the existence or good standing of any Company Entity or its Restricted Subsidairy in its jurisdiction of organization), Section 15.3(g) (A) as such Section relates to insurance with respect to Collateral or (B) as such Section relates to insurance with respect to Property other than Collateral and such failure continues for five (5) days, Section 15.3(j)(ii) or (iii) (A) if another Event of Default exists at the time of such failure or (B) if no other Event of Default exists at the time of such failure, and such failure continues for ten (10) days, Section 15.3(k), Section 15.3(s), Section 15.4, Section 15.5, Section 15.6, Section 15.7, Article 18, or any provision of the MLP Parent Guaranty; or

(xi)(i) Any Company Entity or Restricted Subsidiary (A) fails to make any payment when due after giving effect to any applicable grace period (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including amounts owing toallcreditorsunderanycombinedorsyndicatedcreditarrangement)ofmorethan

$50,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded;

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(ii) there occurs under any Swap Contract (other than any Swap Contract described in clauses (v) or (vi) above) an early termination date (as used or defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which anyCompanyEntityoraRestrictedSubsidiaryisthedefaultingparty(asusedordefined in such Swap Contract) or (B) any termination event (as so used or defined) under such Swap Contract as to which any Company Entity or any Restricted Subsidiary is an affected party (as so used or defined) and, in either event, the Swap Termination Value owed by such Company Entity or such Subsidiary as a result thereof is (in the aggregate and together with the Swap Termination Value owed, if any, by all other Company Entities or Restricted Subsidiaries) greater than $50,000,000; or (iii) there occurs anevent of default as such term is used or defined in any Senior Notes Indenture or the Senior Secured Notes Indenture; or

(xii)The occurrence of one or more ERISA Events that have had, or could reasonably be expected to result in liability which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or

(xiii)The Company or Calumet Refining, as applicable, Disposes of any (A) material portion of the Refinery, any Refinery and Terminal Assets or any Storage Facilities or (B) any Included Locations.

(b)NotwithstandinganyotherprovisionofthisAgreement,theoccurrenceofanyof the following shall constitute an “Aron EoD”:

(i)Aron fails to make payment when due (A) under Article8 or Article17 of this Agreement within one (1) Business Day after the written demand therefor or (B) under any other provision hereof or of any other Transaction Document within three (3) Business Days after the date when due (provided that, notwithstanding the foregoing, a Default under clause (i)(A) or (i)(B) above shall not constitute an Event of Default if (i) the default was caused solely by error or omission of an administrative or operational nature; (ii) funds were available to enable Aron to make the payment when due; and (iii) the payment is made within one (1) Business Day of Aron’s receipt of written notice of its failure to pay); or

(ii)Other than a default described in Section 16.1(b)(i) or 16.1(b)(iii), Aron fails to performany of its material obligations or covenants under this Agreement or any other Transaction Document, which is not cured to the reasonable satisfaction the Company (in its reasonable discretion) within fifteen (15) days after the date that Aron receives written notice that such obligation or covenant has not been performed; or

(iii)Aron (or, if applicable, any Affiliate of Aron that is party to a Transaction Document) breaches any material representation or material warranty made or repeated or deemed to have been made or repeated by such Person, or any such representation or warranty proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated under any Transaction Document; provided, however, that if such breach is curable, such breach is not cured to the reasonable satisfaction of the Transaction Parties within fifteen (15)days after the date that Aron receives notice that corrective action is needed; or

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(iv)Aron becomes Bankrupt or otherwise subject to any Insolvency or Liquidation Proceeding; or

(v)Aron (A) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or any early termination of, that Specified Transaction,

(B) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three (3) Business Days if there is no applicable notice requirement or grace period) or (C) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); or Aron or any Affiliate of Aron that is a party to anycredit support document provided pursuant hereto or in connection herewith disaffirms, disclaims, repudiates or rejects, in whole or in part, such credit support document or its obligations thereunder; or

(vi) AnISDAMasterAgreementTerminationEventoccurswithrespectto

Aron.

16.2 Remedies Upon Event of Default.

(a)Notwithstanding any other provision of this Agreement to the contrary, if any Event of Default with respect to a Transaction Party, on the one hand, or any Aron EoD with respect to Aron, on the other hand (such defaulting Party (which shall, for the avoidance ofdoubt, be all Transaction Parties, collectively, if any Transaction Party is the defaulting Party),the “Defaulting Party”) has occurred and is continuing, Aron (where any Transaction Party is the Defaulting Party) or the Company (where Aron is the Defaulting Party) (such non-defaulting Party or Parties, the “Non-Defaulting Party”) may, without notice, (i) declare all of theDefaulting Party’s obligations under this Agreement and/or any other Transaction Documents to be forthwith due and payable, all without presentment, demand, protest or further notice of any kind, all of which are expressly waived by the Defaulting Party, including any Advances under the Financing Agreement then outstanding; provided that, the Non-Defaulting Party may elect to declare all obligations under the Transaction Documents other than the Supply and Offtake Agreement and the Inventory Sales Agreement to be due and payable without the obligations under the Supply and Offtake Agreement and/or the Inventory Sales Agreement being declared due and payable, or vice versa, (ii) terminate the Commitments under the Financing Agreementor any commitments under any other Transaction Document and/or (iii) exercise any rights and remedies provided or available to the Non-Defaulting Party under this Agreement, the other Transaction Documents or at law or in equity, including all remedies provided under the Uniform Commercial Code; provided that, in the case of any Event of Default under Section 16.1(a)(iv) or an Aron EoD pursuant to Section 16.1(b)(iv), the obligations of the Non-Defaulting Party under the Transaction Documents, except for the Safe Harbor Agreements (unless so determined by the Non-Defaulting Party) shall automatically terminate, and, subject to the terms of the Supply and Offtake Agreement with respect to all Secured Obligations that have arisen thereunder and under the other Safe Harbor Agreements, to the extent the Settlement Amount is owed by theDefaulting Party, such Settlement Amount shall automatically become due and payable upon determination of the Settlement Amount pursuant to Section 16.2(d) below without any notice to the Defaulting Party or any further act of the Non-Defaulting Party.

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(b)In addition to the rights and remedies described in Section 16.2(a) above, if an Event of Default or Aron EoD has occurred and is continuing, 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 be then outstanding among the Parties that relates specifically to this Agreement, including any Transaction Document), including any of its obligations or, in the case of Aron, Commitments, hereunder or thereunder and withhold or suspend any such obligations, including any of its delivery or payment obligations, under this Agreement or the other Transaction Documents (other than anyobligation to calculate or paythe Settlement Amount, the S&O Settlement Amount or the Financing Settlement Amount in accordance with the terms hereof and thereof), and any such date shall be the Early Termination Date for purposes of the Transaction Documents; provided, however, that, (i) such Early Termination Date shall only apply to the Safe Harbor Agreements if the Non-Defaulting Party expressly declares that such Early Termination Date shall apply thereto (ii) in the event that an EventofDefaulthasoccurredpursuanttoSection 16.1(a)(iv)orAronEoDpursuantto Section 16.1(b)(iv), subject to clause (i), the date on which such Event of Default or Aron EoD occurs shall be the Early Termination Date for purposes of such Transaction Documents and(iii), in the event Aron is the Non-Defaulting Party, this Agreement and each other Transaction Document shall not be deemed to have terminated in full until Aron shall have disposed of all Feedstock and Products owned or maintained by Aron in connection with the Transaction Documents.

(c)IntheeventthatanEarlyTerminationDatehasbeendeclaredbythe Non-Defaulting Party, then on or as soon as reasonably practicable following the completion of the sale or other liquidation by Aron of all Feedstock and Products within the Included Locations (after the occurrence of an Early Termination Date), the Non-Defaulting Party shall calculate the Settlement Amount, acting in good faith and in a commercially reasonable manner, and will provide to the Defaulting Party astatement(i)showing, in reasonable detail, such calculations,

(ii) specifying any Settlement Amount payable, and (iii) giving details of the relevant account to which any amount payable to it is to be paid.

(d)The “Settlement Amount” shall equal, as of any date of determination (without duplication):

(i)in the event that the Non-Defaulting Party has declared an S&O Early Termination Date pursuant to the terms of the Supplyand Offtake Agreement, all or any portion of the S&O Settlement Amount that has not previously been paid in accordance with the terms thereof, plus

(ii)in the event that the Non-Defaulting Party has declared an S&O Early Termination Date pursuant to the terms of the Supply and Offtake Agreement and the Transaction Parties are the Defaulting Party, all or any portion of the S&O Make-Whole Amount that has not previously been paid in accordance with the terms thereof, plus

(iii)(x) in the event that the Transaction Parties are the Defaulting Party, the Financing Settlement Amount and (y) in the event that Aron is the Defaulting Party, the product of (A) the Financing Settlement Amount multiplied by (B) negative one (-1.0), plus

(iv)anyotherUnpaidAmountsduefromtheDefaultingPartytothe Non-Defaulting Party, minus

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(v)anyotherUnpaidAmountsduefrom theNon-Defaulting Party tothe Defaulting Party.

(e)The Settlement Amount shall be due one (1) Business Day after the statement contemplatedbySection 16.2(c)isprovidedbytheNon-DefaultingPartytotheDefaultingParty. If the Settlement Amount is a positive number, it shall be due to the Non-Defaulting Party and if it is a negative number, the absolute value thereof shall be due to the Defaulting Party. For the avoidance of doubt, in the event the Settlement Amount is payable by the Transaction Parties, such amount shall constitute part of the Secured Obligations.

(f)Without limiting the generality of the foregoing, and without duplication of the rights and obligations set forth in Article 12 of the Supply and Offtake Agreement and Article 10 of the Financing Agreement, in the event the Secured Obligations under the Transaction Documents are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of an Event of Default arising under Section 16.1(a)(iv), (including the acceleration of claims by operation of law)), the S&O Make-Whole Amount applicable on the date of such acceleration, terminationand determination of the Settlement Amount will also be due and payable and shall constitutepart of the Secured Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the Parties as to a reasonablecalculation of Aron’s lost profits as a result thereof. The S&O Make-Whole Amount shall be presumed to be the liquidated damages sustained by Aron as the result of the early termination of this Agreement and the other Transaction Documents and each Transaction Partyagrees that it is reasonable under the circumstances currently existing. The S&O Make-Whole Amount shall also be payable in the event the Secured Obligations that exist under this Agreement and the other Transaction Documents are satisfied or released by foreclosure (whether by power of judicial proceeding,deedinlieuofforeclosureorbyanyothermeans).EACHTRANSACTIONPARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONSOFANYPRESENTORFUTURESTATUTEORLAWTHATPROHIBITSOR MAY PROHIBIT THE COLLECTION OF THE S&O MAKE-WHOLE AMOUNT IN CONNECTIONWITHANYSUCHACCELERATION,TERMINATIONOR

DETERMINATIONOFTHESETTLEMENTAMOUNT.EachTransactionPartyexpressly

agrees (to the fullest extent it may lawfully do so) that: (A) the S&O Make-Whole Amount is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the S&O Make-Whole Amount shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct among the Parties giving specific consideration in this transaction for such agreement to pay the S&O Make-Whole Amount; and (D) each Transaction Party shall be estopped hereafter from claiming differently than as agreed to in this paragraph. EachTransaction Party expressly acknowledges that its agreement to pay the S&O Make-Whole Amount to Aron as herein described is a material inducement to Aron to enter into this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby.

(g)THE SETTLEMENT AMOUNT IS DEEMED TO CONSTITUTE LIQUIDATED DAMAGES, AND THE PARTIES ACKNOWLEDGE AND AGREE THAT SUCH DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT THE SETTLEMENT AMOUNT IS INTENDED TO BE A REASONABLE APPROXIMATION OF THE AMOUNT OF SUCH DAMAGES AND NOT A PENALTY.

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(h)Default Interest Rate for Settlement Amount.For the avoidance of doubt, if the SettlementAmountisowingtotheNon-DefaultingPartyandisnotpaidwhendue,suchoverdue amount shall accrue interest at the Default Interest Rate (if owing to Aron) or Aron Default Interest Rate (if owing to a Transaction Party) until such amount shall have been paid in full to the Non-Defaulting Party.

(i)In addition to the rights and remedies set forth in Section 16.2(a) and (b) and without limiting any other rights or remedies hereunder, if an Event of Default has occurred andis continuing and Aron is the Non-Defaulting Party, Aron may, in its discretion, (i) exercise its rights and remedies under Section 10.2(b) of the Financing Agreement, (ii) withdraw fromstorage any and all of the Feedstock and/or Products then in the Included Title Locationspursuant to Section 14.2 of the Storage Facilities Agreement or any Required Storage and Transportation Arrangement, as applicable, (iii) otherwise arrange for the disposition of any Feedstock and/or Products subject to any outstanding Aron Procurement Contract or Included Purchase Transaction and/or the modification, settlement or termination of such outstandingAron Procurement Contract or Included Purchase Transaction in such manner as it elects, (iv) exercise any of its rights and remedies under the Lien Documents, including under any Bailee’s Letters, any Carrier Notices, any Freight Forwarder Agreements, or any Customs Broker Agreements, (v) liquidate in a commercially reasonable manner any credit support, margin or collateral, to the extent not already in the form of cash (including applying any other margin or collateral) and (vi) apply and set off any credit support, margin, or collateral or the proceeds thereof against any obligation (including the S&O Make-Whole Amount) owing by the Transaction Parties to Aron.Without limiting any other rights or remedies hereunder or underthe other Transaction Documents, if any Event of Default has occurred and is continuing and Aron is the Non-Defaulting Party, then, in addition to all of Aron’s rights and remedieshereunder and thereunder, immediately upon the occurrence of an Event of Default no Transaction Party shall (nor shall any Transaction Party permit any other Transaction Party to) remove any Feedstock or Products from any Included Lien Location without Aron’s prior written consent.Aron shall be under no obligation to prioritize the order with respect to which it exercises any one or more rights and remedies available hereunder.The Transaction Parties shall in all events remain jointly and severally liable to Aron for any amount payable by the Transaction Parties in respect of any of their obligations remaining unpaid after any such liquidation, application and set off.

(j)In addition to the rights and remedies set forth in Section 16.2(a) and (b) and without limiting any other rights or remedies hereunder, if an Aron EoD has occurred and is continuing and the Transaction Parties are the Non-Defaulting Party, the Transaction Partiesmay, in their discretion, otherwise arrange for the settlement or termination of the Parties’ outstanding commitments hereunder and under the other Transaction Documents, the sale in a commercially reasonable manner of Feedstock and/or Product for Aron’s account, and the replacement of the supply and offtake arrangement and/or the financing arrangements contemplated by this Agreement and the other Transaction Documents with such alternative arrangements as it may procure.

(k)No delay or failure on the part of the Non-Defaulting Party in exercising anyrightorremedytowhichitmaybeentitledonaccountofanyEventofDefaultorAronEoDshall constitute an abandonment of any such right, and the Non-Defaulting Party shall be entitled to exercise such right or remedy at any time during the continuance of an Event of Default or Aron EoD, as applicable.

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(l)The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all reasonable costs and expenses, including reasonable attorney fees, incurred in the exercise of any remedies hereunder.

(m)Set-Off.In addition to any rights now or hereafter granted under ApplicableLaw and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default or Aron EoD, as applicable, the Non-Defaulting Party is hereby authorized by the Defaulting Party any time or from time to time, without notice to the Defaulting Party, any such notice being hereby expressly waived, to set-off and to appropriateand to apply any and all deposits (general or special, including indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts), and any other indebtedness at any time held or owing by the Non-Defaulting Party to or for the credit or the account of the Defaulting Party against and on account of the obligations and liabilities of the Defaulting Party to the Non-Defaulting Party under the Security Agreement and under any other Transaction Documents (including the S&O Make-Whole Amount), including all claims of any nature or description arising out of or connected hereto or thereto, irrespective of whether or not

(i) Aron shall have made any demand hereunder or (ii) the purchase price of Feedstock or Products, or the principal of or the interest or fees on the obligations or any other amounts due under the Transaction Documents shall have become due and payable and although such obligations and liabilities, or any of them, may be contingent or unmatured.

(n)The Parties acknowledge that, as provided herein and in the other TransactionDocuments, Feedstock and Products owned by Aron may be subject to Permitted S&O Liens.Notwithstandingtheforegoing,eachTransactionPartycovenantsandagreesthat(i) such Transaction Party in its capacity as owner and/or operator of any Storage Facilities owned and/or operated by it shall not have or assert any Permitted S&O Lien with respect to any Feedstock or ProductsownedbyAron(excluding,however,anyPermittedS&OLiengrantedtosuch Transaction Party by Aron pursuant to the Storage Facilities Agreement), (ii) the permissibilityor existence of any Permitted S&O Liens does not, and shall not be deemed to, in any way limit suchTransactionParty’sobligationshereunderandtheotherTransactionDocumentstopay amountsthatareorcouldbethebasisforanythirdparties(whetherornotaGovernmental Authority) asserting or enforcing, or attempting to assert or enforce, any Permitted S&O Lien,includinganyobligationsofsuchTransaction Partywith respectto AncillaryCosts orTaxesand

(iii) the permissibility or existence of any Permitted S&O Liens does not, and shall not be deemed to, limit any rights and remedies of Aron hereunder or under other Transaction Documents (subject, however, to the right of the Transaction Parties to exercise any available rights, remedies, or defenses hereunder or under the other Transaction Documents).

(o)In the event that an Early Termination Date has been established in accordance with Section 16.2(b) of this Agreement and if, and only if, such Early Termination Date applies to the obligations under the Financing Agreement (i) the Commitments of Aron shall immediately terminate and (ii) the Financing Settlement Amount shall be included in the calculation of the Settlement Amount pursuant to Section 16.2(d) and payable in connection therewith pursuant to Section 16.2(f).

ARTICLE 17

SETTLEMENT AT TERMINATION

17.1Upon the occurrence of the Expiration Date (the “Termination Date”; provided that, ifsuchdateisnotaBusinessDay,anypaymentsdueonsuchdateshallbemadeontheimmediately

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preceding day that is also a Business Day), the Parties covenant and agree to proceed as provided in this Article 17; provided that (x) this Agreement shall continue in effect following the Termination Date until allobligationsarefinallysettledascontemplatedbythisArticle 17and(y)theprovisionsofthis Article 17 shall in no way limit the rights and remedies which the Non-Defaulting Party may have as a result of an Event of Default or Aron EoD, whether pursuant to Article 16 above or otherwise:

(a)If any Aron Procurement Contract or Included Purchase Transaction does not either (i) by its terms automatically become assigned to a Transaction Party on and as of the Termination Date in a manner which releases Aron from all obligations thereunder for all periods following the Termination Date or (ii) by its terms, expire or terminate on and as of the Termination Date, then the Parties shall promptly negotiate and enter into, with each of the then existing Third Party Suppliers, assignments, assumptions and/or such other documentation, in form and substance reasonably satisfactory to the Parties, pursuant to which, as of the Termination Date, (w) such Aron Procurement Contract or Included Purchase Transaction, as applicable, shall be assigned to a Transaction Party or shall be terminated, (x) all rights and obligations of Aron under each of the then outstanding Aron Procurement Contracts or Included Purchase Transactions shall be assigned to a Transaction Party, (y) a Transaction Party shall assume all of such obligations to be paid or performed following such termination, and (z) Aron shall be released by such Third Party Suppliers and the applicable Transaction Parties from any further obligations thereunder. In connection with the assignment or reassignment of any Aron Procurement Contract or Included Purchase Transaction, in each case, the Parties shall endeavor, in a commercially reasonable manner, to facilitate the transitioning of the supply and payment arrangements, including any change in payment terms, under the relevant Aron Procurement Contracts, Refinery Procurement Contracts or any other arrangement between Aron and a Third Party Supplier or third party purchaser under any transaction pursuant to the Marketing and Sales Agreement so as to prevent any material disruption in the supply of Feedstock or Products thereunder.

(b)If, pursuant to the Marketing and Sales Agreement, any sales commitments are outstanding which, by their terms, extend beyond the Termination Date, then the Parties shall promptly negotiate and enter into, with each of the purchasers thereunder, assignments, assumptions and/or such other documentation, in form and substance reasonably satisfactory to the Parties, pursuant to which, as of the Termination Date, (i) such sales commitment shall be assigned (or reassigned) to a Transaction Party or shall be terminated, (ii) all rights and obligations of Aron with respect to each then outstanding sales commitment shall be assigned toa Transaction Party, (iii) a Transaction Party shall assume all of such obligations to be paid or performed following such termination, and (iv) Aron shall be released by the purchasers thereunder and the applicable Transaction Parties from any further obligations with respect to such sales commitments. In connection with the assignment or reassignment of any suchcontract, the Parties shall endeavor, in a commercially reasonable manner, to facilitate the transitioning of the Product marketing and sales arrangements so as to prevent any material disruption in the distribution of Products from the Refinery.

(c)In the event that Aron has become a party to any other third party servicecontract in connection with this Agreement and the transactions contemplated hereby, including any pipeline, terminaling, storage and shipping arrangement including but not limited to the Required Storage and Transportation Arrangements (an “Ancillary Contract”) and such Ancillary Contract does not by its terms expire or terminate on and as of the Termination Date, then the Parties shall promptly negotiate and enter into with each service provider thereunder such instruments or other documentation, in form and substance reasonably satisfactory to the Parties, pursuanttowhichasoftheTerminationDate(i)suchAncillary Contractshallbeassignedtoa

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Transaction Party or shall be terminated, (ii) all rights and obligations of Aron with respect to each then outstanding Ancillary Contract shall be assigned to a Transaction Party, (iii) a Transaction Party shall assume all of such obligations to be paid or performed following such termination, and (iv) Aron shall be released by the third party service providers thereunder and the applicable Transaction Parties from any further obligations with respect to such Ancillary Contract.

(d)The volume of Feedstock and Products at the Included Title Locations shall be purchased and transferred as contemplated in the Step-Out Inventory Sales Agreement.The Feedstock volumes measured by the Transaction Parties or, at Aron’s election, by Aron’s Inspector, at the Termination Date and, if so elected by Aron, recorded in Aron’s Inspector’sfinal inventory report shall be the “Termination Date Feedstock Volumes” for the purposes ofthis Agreement and the Product volumes measured by the Transaction Parties or, at Aron’s election, by Aron’s Inspector at the Termination Date and recorded in Aron’s Inspector’s final inventory report shall be the “Termination Date Product Volumes” for purposes of this Agreement, and such Termination Date Feedstock Volumes and Termination Date Product Volumes shall collectively be referred to as the “Termination Date Volumes”, in each case, as measured in accordance with the Step-Out Inventory Sales Agreement.

(e)Aron shall promptly reconcile and determine the Termination Amount pursuant to Section 17.2.The Parties shall promptly exchange all information necessary to determine the estimates and final calculations contemplated by Section 17.2.

(f)From and after the Termination Date or such earlier date as the Parties may determine in connection with the transitioning of supply arrangements for Feedstock or Products to the Company or its designee, Aron shall have no further obligation to purchase or advance on account of and shall not purchase or pay for or advance any funds on account of Feedstock or Products, or incur any such purchase or advance obligations (including in respect of any Lien Amounts), except as may be required for Aron to fulfill its obligations hereunder until the Termination Date or during any obligatory notice period pursuant to any Aron Procurement Contract or Included Purchase Transaction. Notwithstanding anything to the contrary herein, no Delivery Date shall occur later than the calendar day immediately preceding the Termination Date.

17.2 Termination Amount.

(a) The“Termination Amount”shallequal(withoutduplication):

(i)any unwind costs related to Agreed Roll Differentials as determined by Aron in a commercially reasonably manner based on customary market practice for similarly situated counterparties and products and taking into account prevailing market conditions at the time; plus

(ii) anyUnpaidAmountsowedtoAron,minus

(iii) any Unpaid Amounts owed to the Transaction Parties, plus

(iv)all Ancillary Costs incurred by Aron in connection with the period from the Commencement Date through the Termination Date that have not yet been paid or reimbursed by the Transaction Parties, plus

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(v)anyamountsowedtoAroninconnectionwithanyLienAmounts,Credit Extensions or Advances under the Financing Agreement, including any interest or fees accrued thereon.

All of the foregoing amounts shall be aggregated or netted to a single liquidated amount owing fromone Party to the other.If the Termination Amount is a positive number, it shall be due to Aron and if it is a negative number, the absolute value thereof shall be due to the Company.

(b)The Parties acknowledge that one or more of the components of the Termination Amount may not be able to be definitively determined by the Termination Date and therefore agree that Aron shall, estimate, in good faith and in a commercially reasonable manner, each of such components and use such estimated components to determine an estimate of the Termination Amount (the “Estimated Termination Amount”). Without limiting the generality of the foregoing, the Parties agree that the amount due under Section 17.2(a)(i) above shall be estimated by Aron in the same manner and using the same methodology as it used in preparing the Estimated Commencement Date Value, but in each case, applying the Estimated Step-Out Index Amount and the applicable Prices for such Feedstock and Products (without giving effect to any Inventory Advance Rate, any Fixed Holdback Amount and any Incremental Holdback Amount) and other price terms provided for herein with respect to the purchase of the Termination Date Volumes or the calculation of other amounts that may be owed by the Transaction Parties hereunder. Aron shall use its commercially reasonable efforts to prepare, and provide the Company with, an initial Estimated Termination Amount, together with appropriate supporting documentation, at least five (5) Business Days prior to the Termination Date.To the extent reasonably practicable, Aron shall endeavor to update its calculation of the Estimated TerminationAmount byno later than 4:00p.m.ET on the Business Dayprior to the Termination Date.Otherwise, the initial Estimated Termination Amount shall be the amount payable on the Termination Date.If the Estimated Termination Amount is a positive number, it shall be due to Aron and if it is a negative number, the absolute value thereof shall be due to the Company.

(c)On or before the later of fifteen (15) Business Days following the (i)Termination Date and (ii) the receipt by Aron from the Transaction Parties of the Termination Date Volumes, any applicable monthly reports or statements and any other information reasonably requested by Aron, Aron shall prepare, and provide the Company with, (y) a statementshowingthecalculation,asoftheTerminationDate,oftheTerminationAmount,and

(z) a statement (the “Termination Reconciliation Statement”) reconciling the Termination Amount with the sum of the Estimated Termination Amount pursuant to Section 17.2(b) and indicating any amount remaining to be paid by one Party to the other as a result of such reconciliation. Within one (1) Business Day after receiving the Termination Reconciliation Statement and the related supporting documentation, the Parties will make any and all payments required pursuant thereto.Promptly after receiving (or making) such payments (but in any event within five (5) Business Days), Aron shall (i) cause any filing or recording of any UCC financing forms to be terminated, (ii) release and terminate all Lien Documents pursuant to one or more instruments mutually acceptable to the Parties and (iii) deliver, re-assign, reconvey and transfer, as applicable, to the Transaction Parties any other Collateral or credit support held or maintained by Aron.

(d)Notwithstanding anything herein to the contrary, Aron shall not have any obligation to make any payment contemplated by this Section 17.2, transfer title to Feedstock or Products, release liens or otherwise cooperate in the transition matters described in Section 17.1 unlesstheTransactionPartiesshallhaveperformedtheirobligationsundertheStep-Out

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InventorySalesAgreementandthisSection 17.2asandwhenrequiredpursuanttotheterms hereof and thereof.

(e)Default Interest Rate for Termination Amount.For the avoidance of doubt, if the Termination Amount is not paid when due, such overdue amount shall accrue interest at the Default Interest Rate (if owing to Aron) or the Aron Default Interest Rate (if owing to a Transaction Party) until such amount shall have been paid in full to the Party to whom such amount is owed.

17.3Transition Services.To the extent necessary to facilitate the transition to the purchasers of the storage and transportation rights and status contemplated hereby, each Party shall take such additional actions, execute such further instruments and provide such additional assistance as the other Party may from time to time reasonably request for such purposes.

ARTICLE 18

INDEMNIFICATION; EXPENSES

18.1Indemnification by Aron.To the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere in the Transaction Documents, Aron shall defend, indemnify on an After-Tax Basis and hold harmless each Transaction Party, its Affiliates, and their directors, officers, employees, representatives, agents and contractors from and against any Liabilities directly or indirectly arising out of (i) any breach by Aron of any covenant or agreement contained in any Transaction Document or made in connection therewith or any representation or warranty of Aron made therein or in connection therewith proving to be false or misleading, (ii) any failure by Aron to comply with orobserve any Applicable Law, (iii) subject to the last sentence of this Section 18.1, Aron’s gross negligence or willful misconduct, or (iv) injury, disease, or death of any person or damage to or loss of anyproperty, fine or penalty, any of which is caused byAron or its employees, representatives, agents or contractors in exercising any rights or performing any obligations hereunder or in connection herewith, except to the extent that any Liability arising under clause (iv) has resulted from the gross negligence or willful misconduct on the part of any Transaction Party, its Affiliates or any of their respective employees, representatives, agents or contractors; provided that, in no event shall Aron or any of its Affiliates, employees, representatives, agents or contractors, be deemed employees, representatives, agents or contractors of any Transaction Party for purposes hereof. The Parties acknowledge that Aron shall not have any payment obligation for the indemnification pursuant to clause (iii) above until thegross negligence or willful misconduct on the part of Aron has been determined pursuant to a final and non-appealable judgement by a court of competent jurisdiction to such effect.

18.2To the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere in the Transaction Documents, each Transaction Party shall, jointly and severally, defend, indemnify on an After-Tax Basis and hold harmless Aron, its Affiliates (including without limitation Goldman Sachs International), and their directors, officers, employees, representatives, agents and contractors from and against any Liabilities directly or indirectly arising out of (i) any breach by any Transaction Party of any covenant or agreement contained in any Transaction Document or made in connection therewith or any representation or warranty of any Transaction Party made therein or in connection therewith proving to be false or misleading, including, without limitation the Transaction Parties’ obligation for payment of Taxes pursuant to Section 13.1, (ii) the Transaction Parties’ transportation, handling, storage, refining or disposal of any Feedstock or the products thereof, including any conduct by any Transaction Party on behalf of or as the agent of Aron under the Required Storage and Transportation Arrangements, (iii) any Transaction Party’s failure to comply with its obligations under the terminaling, pipeline and lease agreements underlying any of the Bailee’s Letters or any of the

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RequiredStorageand TransportationArrangements (including withoutlimitationtheBaseAgreements),

(iv) any Transaction Party’s negligence or willful misconduct, (v) any failure by any Transaction Party to comply with or observe any Applicable Law, (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 any Transaction Party or its employees, representatives, agents or contractors in exercising any rights or performing any obligations hereunder or in connection herewith, (vii) any actual or alleged presence or release of Hazardous Substances in connection with the Transaction Documents or the transactions contemplated thereby, or any Environmental Liability related in any way to or asserted in connection with the Transaction Documents or the transactions contemplated thereby, (viii) in the event that any Transaction Party holds title to any Included Feedstock Lien Inventory or Included Product Lien Inventory, any Liabilities directly or indirectly arising therefrom, (ix) any claim, liability, or demand made pursuant to an indemnity or undertaking given by Aron to a counterparty in connection with any of the Bailee Letters or any of the Required Storage and Transportation Arrangements (includingthe Base Agreements) or (x) anyactual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, including strict liability, whether brought by a third party, by any Transaction Party, and regardless of whether Aron is a party thereto, except to the extent that any Liability arising under clauses (vi), (vii), (viii) or (ix) above has resulted from the gross negligence or willful misconduct on the part of Aron, its Affiliates or any of their respective employees,representatives, agents or contractors, in each case, as determined by a final and non-appealablejudgment by a court of competent jurisdiction; provided that, in no event shall any Transaction Party or any of its Affiliates, employees, representatives, agents or contractors, be deemed Aron’s employee, representative, agent or contractor for purposes hereof.

18.3The Parties’ obligations to defend, indemnify, and hold each other harmless under the terms of the Transaction Documents shall not vest anyrights in anythird party(whether a Governmental Authority or private entity), nor shall they be considered an admission of liability or responsibility forany purposes other than those enumerated in the Transaction Documents.

18.4Each 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 Agreement or any other Transaction Document, 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 the indemnifying Partyis 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.

18.5The Transaction Parties shall, jointly and severally, pay (i) all reasonable and documented out-of-pocket expenses incurred by Aron and its Affiliates (including the reasonable fees, charges and disbursements of counsel and tax consultants for Aron) in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Transaction Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by Aron and its Affiliates in connection with the enforcement or protection of Aron’s rights under or in connection with this Agreement and the other Transaction Documents. Each Party agrees that all amounts due under this Section 18.5 shall be (i) payable promptly after written demand therefor and (ii) secured by the Collateral and constitute Secured Obligations.

18.6This Article 18 shall not apply with respect to Taxes other than any Taxes that represent Liabilities arising from non-Tax claims.

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ARTICLE 19

LIMITATION ON DAMAGES

SUBJECT TO SECTION 16.2(F), TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES’ LIABILITY FOR DAMAGES IS LIMITED TO DIRECT, ACTUAL DAMAGES ONLY (WHICH INCLUDE ANY AMOUNTS DETERMINED UNDER ARTICLES 16 AND 18) AND NO PARTY SHALL BE LIABLE FOR SPECIFIC PERFORMANCE, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, OR SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, IN TORT, CONTRACT OR OTHERWISE, OF ANY KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PERFORMANCE, THE SUSPENSION OF PERFORMANCE, THE FAILURE TO PERFORM, OR THE EXPIRATION OR TERMINATION OF THIS AGREEMENT; PROVIDED,HOWEVER,THAT,SUCHLIMITATIONSHALLNOTAPPLYWITHRESPECTTO(I) ANY THIRD PARTY CLAIM FOR WHICH INDEMNIFICATION IS AVAILABLE UNDER THIS AGREEMENT, (II) ANY BREACH OF ARTICLE 21 OR (III) ANY LIABILITIES OF THE TRANSACTION PARTIES IN CONNECTION WITH THE S&O MAKE-WHOLE AMOUNT. SUBJECT TO SECTION 16.2(F), EACH PARTY ACKNOWLEDGES THE DUTY TO MITIGATE DAMAGES HEREUNDER AND UNDER THE OTHER TRANSACTION DOCUMENTS.

ARTICLE 20

RECORDS AND INSPECTION

During the Term of this Agreement each Party may make reasonable requests of the other Party for copies of documents maintained by the other Party, or any of the other Party’s contractors and agents, which relate to this Agreement; provided that, neither this Section nor any other provision hereof shall entitle the Company to have access to any records concerning any hedges or offsetting transactions or other trading positions or pricing information that may have been entered into with other parties or utilized in connection with any transactions contemplated hereby or by any other Transaction Document. The right to receive copies of such records shall survive termination of this Agreement for a period oftwo (2) years following the Termination Date.Each Party shall preserve, and shall use commercially reasonable efforts to cause all contractors or agents to preserve, all of the aforesaid documents for a period of at least two (2) years from the Termination Date.

ARTICLE 21

CONFIDENTIALITY

21.1In addition to the Transaction Parties’ confidentiality obligations under the Transaction Documents, the Parties agree that the specific terms and conditions of this Agreement, including any list of counterparties, the Transaction Documents and the drafts of this Agreement exchanged by the Parties and any information exchanged between the Parties, including calculations of any fees or other amounts paid by the Transaction Parties to Aron under this Agreement and any other Transaction Document andall information received by Aron from the Transaction Parties relating to the costs of operation, operating conditions, and other commercial information of the Transaction Parties not made available to the public, are confidential and shall not be disclosed to any third party, except (i) as may be required by court order or Applicable Laws (including federal and state securities laws), (ii) as may be requested by a Governmental Authority, (iii) to such Party’s or its Affiliates’ employees, directors, shareholders, auditors, consultants, banks, lenders, financial advisors and legal advisors for purposes of administering, negotiating, considering, processing or evaluating this Agreement and the other Transaction Documents

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or the transactions contemplated thereby, (iv) to any potential or prospective participant in connection with any contemplated participation in accordance with Section 23.3 or any participations therein (andthe advisors thereto) (provided that such participants or prospective participants and advisors are advised of and agree to be bound by either the provisions of this Section 21.1 or other provisions at least as restrictive as this Section 21.1 and otherwise reasonably acceptable to Aron and the Company), (v) to any direct or indirect contractual counterparties or potential counterparties (and the advisors thereto) to any swap or derivatives transaction, any credit insurance transaction or any other credit risk mitigation or protection (including any liquidation put, remarketing agreement or other liquidation or first loss protections in favor of Aron), in each case, relating to the Transaction Parties or any of their Affiliatesand their obligations (provided that such counterparties or potential counterparties and advisors are advised of and agree to be bound by either the provisions of this Section 21.1 or other provisions at least as restrictive as this Section 21.1 and otherwise reasonably acceptable to Aron and the Company) or (vi) 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 clause (vi), such insurance providers shall have agreed in writing to keep confidential any information or document subject to this Section 21.1. The confidentiality obligations under this Agreement shall survive termination of this Agreement for a period of two (2) years following the Termination Date.The Parties shall be entitled to all remedies available at law, or in equity, to enforce or seek relief in connection with the confidentiality obligations contained herein.

21.2In the case of disclosure covered by (i) Section 21.1, to the extent legally permissible and otherwise reasonable under the circumstances, the disclosing Party shall provide written notice, as soonas practicable, of such intended disclosure and the related requirement and (ii) clause (i) of Section 21.1, 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.

21.3Tax 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.

ARTICLE 22

GOVERNING LAW; DISPUTE RESOLUTION

22.1THIS AGREEMENT 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.

22.2EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT OF COMPETENT JURISDICTION SITUATED IN THE COUNTY OF NEW YORK, (WITHOUT RECOURSE TO ARBITRATION UNLESS ALL PARTIES AGREE IN WRITING), AND TO SERVICE OF PROCESS BY CERTIFIED MAIL, DELIVERED TO THE PARTY AT THE ADDRESS INDICATED IN ARTICLE 24.EACHPARTYHEREBYIRREVOCABLYWAIVES,TOTHEFULLESTEXTENT

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PERMITTEDBYAPPLICABLELAW,ANYOBJECTIONTOPERSONALJURISDICTION, WHETHER ON GROUNDS OF VENUE, RESIDENCE OR DOMICILE.

22.3Each Party waives, to the fullest extent permitted by Applicable Law, any right it may have to a trial by jury in respect of any proceedings relating to this Agreement or any other Transaction Document.

22.4To the extent not otherwise specifically provided in this Agreement or another Transaction Document, if any Party (the “Disputing Party”) disputes any calculation made by the other Party (the “Deciding Party”) pursuant to Section 5.4, Article 10 or Article 17, the Disputing Party shall provide prompt written notice thereof to the Deciding Party.Thereafter, the Parties shall promptly discuss, either in person or via teleconference, the nature of the dispute and exercise good faith efforts to resolve such dispute among themselves.

ARTICLE 23

ASSIGNMENTS; PARTICIPATIONS, ETC.

23.1This Agreement shall inure to the benefit of and be bindingupon the Parties hereto, their respective successors and permitted assigns.

23.2Assignments.No Company Entity shall assign this Agreement or its rights or interests hereunder in whole or in part, or delegate its obligations hereunder in whole or in part, without the express written consent of Aron.Aron may, without the Company Entities’ consent, (a) assign and delegate all of Aron’s rights and obligations under the Transaction Documents as a whole to: (i) any Affiliate of Aron; provided that (x) the creditworthiness of such Affiliate, in the Company’s reasonable credit judgment, is equal or superior to the creditworthiness of Aron immediately prior to such assignment or (y) the obligations of such Affiliate hereunder are guaranteed by The Goldman Sachs Group, Inc.; or (ii) any non-Affiliate Person that succeeds to all or substantially all of Aron’s assets and business and assumes Aron’s obligations hereunder, whether by contract, operation of law or otherwise; provided that the creditworthiness of such successor entity, in the Company’s reasonable creditjudgment, is equal or superior to the creditworthiness of Aron immediately prior to such assignment, provided, further, that, in the case of this clause (a), such permitted assignees shall have become a partyto the Intercreditor Agreement in accordance with the terms thereof, (b) sell participations in all or any portions of the transactions contemplated pursuant to the Transaction Documents and the Secured Obligations pursuant to Section 23.3 and (c) assign, pledge and/or grant a security interest in the Transaction Documents pursuant to Section 23.4. Except as provided in this Article 23 other assignments by Aron, including an assignment of less than all Transaction Documents taken as a whole, shall require the Company’s express written consent.

23.3 Participations.

(a)Aron shall have the right at any time to sell one or more participations in all or any portion of the transactions contemplated pursuant to the Transaction Documents or in any other Secured Obligations to any Person other than a Disqualified Institution; provided that (i) Aron’s obligations under the Transaction Documents shall remain unchanged, (ii) Aron shall remain solely responsible to the Transaction Parties for the performance of such obligations and

(iii) the applicable Company Entities shall continue to deal solely and directly with Aron in connection with Aron’s rights and obligations under this Agreement and the other Transaction Documents.In the event that Aron sells a participation pursuant to this Section 23.3, Aron shall, actingsolelyforUnitedStatesfederalincometaxpurposesasanon-fiduciaryagentofthe

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Company, maintain a register on which it records the name and address of each participant to which it has sold a participation and the amounts (and stated fees or interest, if applicable) ofeach such participant’s interest in the Transaction Documents or the Secured Obligations (the “Participant Register”); provided that Aron shall not have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any Transaction Documents or Secured Obligations), except to the extent that such disclosure is necessary to establish that such right or obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.Unless otherwise required by the IRS, any disclosure required by the foregoing sentence shall be made by Aron directly and solely to the IRS.The entries in the Participant Register shall be conclusive absent manifest error, and Aron shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes under this Agreement and the other Transaction Documents, notwithstanding any notice to the contrary.

(b)The holder of any such participation, other than an Affiliate of Aron, shall not be entitled to require Aron to take or omit to take any action hereunder, except that any participation agreement may provide that the participant’s consent must be obtained with respect to theconsent of Aron to any waiver, amendment, modification or consent the effect of which would be to:

(i)(x) increase any Commitment or obligation of Aron to purchase or sell Feedstock or Products or make any Advances or Credit Extensions, in each case, other than any decisions by Aron to enter into Aron Procurement Contracts or Included Purchase Transactions or (y) postpone the scheduled expiration date of any of those matters addressed in (and not excepted from) the foregoing clause (x) (it being understood that no waiver, amendment or other modification of anycondition precedent, covenant, Default or Event of Default shall constitute an increase in anyCommitment or obligation of Aron for purposes of this Section 23.3(b)(i));

(ii) extend the Term;

(iii)waive,reduceorpostponeanyscheduledpaymentundertheTransaction Documents (but not any voluntary prepayment of Discretionary Draw Advances);

(iv)reduce the rate of interest or any fee or premium payable under the Transaction Documents, or waive or postpone the time for payment of anysuch interest, fee or premium;

(v)reducetheprincipalamountofanyAdvanceorotherCreditExtensionor the amount owed to Aron in connection with any sales to the Transaction Parties of any Feedstock or Products under the Transaction Documents;

(vi) waive,amendormodifyanyprovisionofthisSection 23.3(b);

(vii)release all or substantially all the Collateral from the Liens of the Lien Documents; or

(viii)anydeterminationregardingPrices,oranyamendmentstotheprovisions in the Transaction Documents governing Prices.

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(c)The Company Entities agree that each participant shall be entitled to the benefits of Section 8.8 (subject to the requirements and limitations therein), and, to the extent such participant holds a participation in any Secured Obligations arising under the Financing Agreement, Sections 7.12 and 7.13 of the Financing Agreement (subject to the requirements and limitations therein) to the same extent as if it were Aron and had acquired its interest by assignment pursuant to Section 23.2; provided, that such participant shall not be entitled to receive any greater payment under Section 7.12 or 7.13 of the Financing Agreement with respect to any participation than Aron would have been entitled to receive with respect to such participation sold to such participant, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation.To the extent permitted by law, each participant shall be entitled to the benefits of any set-off and recoupment provisions relating to the portion of the Secured Obligations in which it is participating as though it were Aron.

(d)Notwithstanding anything in this Section 23.3 or any other term set forth in this Agreement or any other Transaction Document to the contrary, (i) at a time when an Event of Default shall have occurred and be continuing, any participant shall not at any time be subject to any limitations on its rights to require Aron to take or omit to take any action under the Transaction Documents unless expressly set forth in the participation agreement between Aron and such participant (in Aron’s sole discretion) and (ii) Aron shall have no liability or obligations as a result of any participant obtaining, holding or exercising any rights to require Aron to take or omit to take any action hereunder or under any other Transaction Documents in accordance with clause (d)(i) above.

23.4Certain Other Transfers.In addition to any other assignment or participation permitted pursuant to this Article 23, Aron may assign, pledge and/or grant a security interest in all or any portionof the Secured Obligations owed to it, and its notes, if any, to secure obligations of Aron, including toany Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by any Federal Reserve Bank or to any other central bank; provided that, Aron shall not be relieved of any of its obligations hereunder and under the other Transaction Documents as a result of any such assignment and pledge; and provided further that in no event shall the applicable Federal Reserve Bank, other central bank, pledgee or trustee be considered to be “Aron” hereunder or under any other Transaction Document.

23.5Any attempted assignment in violation of this Article 23 shall be null and void ab initio and the non-assigning Party shall have the right, without prejudice to any other rights or remedies it may have hereunder or otherwise, to terminate this Agreement effective immediately upon notice to the Party attempting such assignment.

ARTICLE 24

NOTICES

Notwithstanding anything in any Transaction Document to the contrary, notices of Event of Default to the Transaction Parties shall be effective only if given in writing and sent by nationally recognized overnight courier or delivered by hand to:

2780 Waterfront Parkway E. Dr. Indianapolis,Indiana46214U.S.A.

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Phone:317-328-5660

Attention:Legal Department

with copies (which may be delivered by email), which shall not constitute notice, to: Calumet Specialty Products Partners, L.P.

2780WaterfrontParkwayE.Drive Indianapolis, IN 46214

Attention:DavidLunin Phone: 317-328-5660

David.Lunin@calumetspecialty.comand

shreveportsoa@clmt.comand

Norton Rose Fulbright US LLP 1301McKinneyStreet,Suite5100

Houston, TX 77010

Attention:Joshua P. Agrons, Esq.

Email: josh.agrons@nortonrosefulbright.com

All other invoices, notices, requests and other communications given pursuant to this Agreement shall be in writing and sent by email or nationally recognized overnight courier or delivered by hand.A notice shall be deemed to have been received when transmitted by email to the other Party’s email set forth in Schedule M if such is sent by 5:00 pm ET on a Business Day, or if thereafter, on the next Business Day, on the following Business Day if sent by nationally recognized overnight courier to the other Party’s address set forth in Schedule M and to the attention of the person or department indicated or when received if delivered by hand to the other Party’s address set forth in Schedule M and to the attention of the person or department indicated. A Party may change its address or email address by giving written notice in accordance with this Section, which is effective upon receipt.Notwithstandinganything herein or in any other Transaction Document to the contrary, any invoice, notice request or other information delivered by Aron to any Company Entity pursuant to thisArticle 24 shall automatically be deemed to be delivered to each other CompanyEntityupon the deliveryto such CompanyEntity.In the event that any particular Company Entity must be designated as a party to an agreement, document or other instrument or as the obligor in respect of any obligation or holder of any right, the Company shall promptly (and in any event reasonably prior to the time such designation is required) notify Aron as to the applicable CompanyEntity, and if no such notice is given, the applicableCompanyEntityshall be deemed to be the Company or such other Company Entity as is determined by Aron, using commercially reasonable judgment, to be the applicable Company Entity in such circumstance.

ARTICLE 25

NO WAIVER, CUMULATIVE REMEDIES

25.1The failure of a Party hereunder to assert a right or enforce an obligation of the other Party shall not be deemed a waiver of such right or obligation.The waiver by any Party of a breach of anyprovision of, or Event of Default, Aron EoDor Default under, this Agreement shall not operate or be construedasawaiverofanyotherbreachofthatprovisionorasawaiverofanybreachofanother

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provisionof,EventofDefault,AronEoDorDefaultunder,thisAgreement,whetherofalikekindor different nature.

25.2Each and every right granted to the Parties under this Agreement or allowed it by law or equity shall be cumulative and may be exercised from time to time in accordance with the terms thereof and Applicable Law.

ARTICLE 26

NATURE OF THE TRANSACTION AND RELATIONSHIP OF PARTIES

26.1This Agreement shall not be construed as creating a partnership, association or joint venture between the Parties.It is understood that each Party is an independent contractor with complete charge of its employees and agents in the performance of its duties hereunder, and nothing herein shall be construed to make such Party, or any employee or agent of any Party, an agent or employee of any other Party.

26.2No Party shall have the right or authority to negotiate, conclude or execute any contract or legal document with any third person on behalf of any other Party; to assume, create, or incur any liability of any kind, express or implied, against or in the name of any other Party; or to otherwise act as the representative of the other, unless expressly authorized in writing by such other Party.

26.3Company Entities’ Authority. The Company Entities shall not have the right or authority to negotiate, conclude or execute any contract or legal document with any third person on behalf of Aron; to assume, create, or incur any liability of any kind, express or implied, against or in the name of Aron; or to otherwise act as the representative of Aron, unless expressly authorized in writing by the Aron.

26.4Liquidation Rights.In the event any Company Entity becomes Bankrupt or otherwise subject to any Insolvency or Liquidation Proceeding, and to the extent permitted by Applicable Law,each Company Entity intends that (a) Aron’s right to liquidate, collect, net and set off rights and obligations under the Supply and Offtake Agreement, the Inventory Sales Agreement, the Step-Out Inventory Sales Agreement and any Specified Hedge Agreement and liquidate and terminate this Agreementshallnotbestayed,avoided,orotherwiselimitedbytheBankruptcyCode,including sections 362(a), 547, 548 or 553 thereof; (b) Aron shall be entitled to the rights, remedies and protections afforded by and under, among other sections, sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 548(d), 553, 556, 560, 561 and 562 of the Bankruptcy Code; and (c) any Cash, Securities or other property provided as performance assurance, credit, support or collateral with respect to the transactions contemplated hereby shall constitute “margin payments” as defined in Section 101(38) of the Bankruptcy Code and all payments for, under or in connection with the transactions contemplatedhereby, shall constitute “settlement payments” as defined in Section 101(51A) of the Bankruptcy Code.

ARTICLE 27

MISCELLANEOUS

27.1If any Article, Section or provision of this Agreement shall be determined to be null and void, voidable or invalid, unenforceable or illegal 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 this Agreement and the remaining portions of this Agreement shall remain in full force and effect.

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27.2The terms of this Agreement and the Transaction Documents constitute the entire agreement between the Parties with respect to the matters set forth in this Agreement and the Transaction Documents, and no representations or warranties shall be implied or provisions added in the absence of a written agreement to such effect between the Parties.This Agreement shall not be amended, modified or changed except by written instrument executed by the Parties’ duly authorized representatives; provided that, the Parties shall have the right to amend the Specified Schedules pursuant to the procedures set forth in Section 27.9.

27.3No promise, representation or inducement has been made by any Party that is not embodied in this Agreement or the other Transaction Documents, and no Party shall be bound by orliable for any alleged representation, promise or inducement not so set forth.

27.4Time is of the essence with respect to all aspects of each Party’s performance of any obligations under this Agreement and the other Transaction Documents.

27.5Nothing expressed or implied in this Agreement or any other Transaction Document is intended to create any rights, obligations or benefits under this Agreement or any other Transaction Document in any person other than the Parties and their successors and permitted assigns.

27.6All payment, confidentiality and indemnification obligations and obligations under this Agreement shall survive for the time periods specified herein.

27.7This Agreement and the other Transaction Documents may be executed bythe Parties in separate counterparts and delivered by e-mail, facsimile transmission or otherwise, and all such counterparts of each Transaction Document shall together constitute one and the same instrument.

27.8All transactions hereunder are entered into in reliance on the fact that this Agreementand the other Transaction Documents constitute a single, integrated agreement between the Parties, and the Parties would not have otherwise entered into any other transactions under this Agreement or any of the other Transaction Documents.

27.9The Parties agree that, notwithstanding anything to the contrary in Section 27.1 or otherwise herein, the Parties may amend any item on any Schedule to this Agreement (each a “Specified Schedule” and, collectively, the “Specified Schedules”) from time to time in accordance with the following procedures (each such amendment, a “Specified Schedule Change”):

(a)Each Specified Schedule Change shall be evidenced by email exchange initiated by Aron (which initiation may be requested by the Company at any time, subject to Aron’s subsequent agreement to initiate such email exchange) and subsequently acknowledged and agreed by the Company, which email shall specifically reference the item being changed and indicate the nature of the Specified Schedule Change (which may include, without limitation, the removal or addition of a Product or change to the Feedstock or Product specifications onSchedule A, the adjustment of calculation mechanics on Schedule C as contemplated in Section 8.2(c), the removal or addition of an Included Tank on Schedule E, a change to the notice addresses and parties on Schedule M, the removal or addition of or change to a Product Group on Schedule P or the removal of addition of an Included Location on Schedule U), the effective date of such Specified Schedule Change and, if such Specified Schedule Change is known to be temporary (such as in the case of an Included Tank being temporarily removed from service), the date or expected date as of which such Specified Schedule Change is to cease being effective. Such email exchange shall only be effective to bind the Parties has responded via email in a mannersufficienttoconfirmitsagreementtotheSpecifiedScheduleChangereflectedinthe

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initial email. Other than a Specified Schedule Change, any amendment to any schedule hereto shall only be effective if evidenced by a written instrument executed by the Parties’ duly authorized representatives.

(b)An exchange of emails complying with the terms of this Section 27.9 shall (notwithstanding anything to the contrary herein) constitute an amendment of relevant Specified Schedule with respect to the Specified Schedule Change memorialized in such emails.

(c)As soon as reasonably practicable after a Material Contract Cure Event, Aron shall initiate a Specified Schedule Change in accordance with this Section 27.9 to effectuate a removal of the applicable Included Locations from Schedule E or Schedule U, as applicable, and such locations shall cease to constitute Included Locations for all purposes of the Transaction Documents;provided that, the effective date of such Specified Schedule Change shall be the date such Material Contract Cure Event occured.

ARTICLE 28

JOINT AND SEVERAL LIABILITY

Notwithstanding anything herein or in any other Transaction Document to the contrary, each Transaction Party hereby agrees that where any obligations of any Transaction Party hereunder and under any other Transaction Document contemplate that either Transaction Party may perform suchobligations, such obligations are joint and several in nature in all respects, including such Transaction Party’s obligations in respect of the Transaction Guaranty.In addition, any agreement, notice, report or other document delivered by any Transaction Party hereunder or under any other Transaction Document shall (without duplication of any obligations of any Transaction Parties) be binding upon eachTransaction Party as if delivered by such Transaction Party, regardless of whether such Transaction Party delivered such agreement, notice, report or other document or was aware or otherwise had knowledge of any information contained therein.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its duly authorized representative as of the date first above written.

J. ARON & COMPANY LLC

By:​ ​

Name:

Title:

[SignaturePagetoMonetizationMasterAgreement]

4161-8074-0173.234151-0972-6800.5

CALUMET SHREVEPORT REFINING, LLC,

asthe Company

By:​ ​

Name:

Title:

CALUMET REFINING, LLC,

as Calumet Refining

By:​ ​

Name:

Title:

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.,

as the MLP Parent

By:​ ​

Name:

Title:

[SignaturePagetoMonetizationMasterAgreement]

4161-8074-0173.234151-0972-6800.5

EXHIBIT B

Exhibit II to Monetization Master Agreement

[See attached]

4149-5211-2720.6

FinalForm

EXHIBIT II

FORM OF COMPLIANCE CERTIFICATE

​ ​,20​ ​

Financial Statement Date: ​ ​

To:J.Aron&CompanyLLC Ladies and Gentlemen:

ReferenceismadetothatcertainMonetizationMasterAgreement,datedasofJanuary17, 2024(asamended,restated,extended,supplementedorotherwisemodifiedinwritingatanytime and from time to time, the “Agreement”) among Calumet, Inc., a Delaware corporation (“CorpParent”), Calumet Refining, LLC, a Delaware limited liability company, Calumet Shreveport Refining, LLC, aDelawarelimitedliability company and J. Aron & CompanyLLC, aNewYork limited liability company (“J. Aron”). Capitalized terms used but not otherwise defined herein have the meanings provided in the Agreement.

TheundersignedAuthorizedOfficerofCorpParent,onbehalfoftheConsolidatedParties, hereby certifies as of the date hereof that he/she is the ​ ​of Corp Parent, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate on behalf of Corp Parent to J. Aron, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1. Attached hereto as Schedule 1 are the year-end audited financial statements requiredbySection 15.3(a)(i)oftheAgreementfortheFiscalYearofConsolidated Partiesendedasoftheabovefinancialstatementdate,togetherwiththereportand opinion of Ernst & Young LLP or other independent registered public accounting firm of nationally recognized standing required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]1

1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 15.3(a)(ii)oftheAgreementfortheFiscalQuarterofConsolidatedParties andportionoftheFiscalYearendedasoftheabovefinancialstatementdate.Such financial statements fairly present the financial condition, results of operations, partners’capitalandcashflowsofConsolidatedPartiesforsuchFiscalQuarterand portion of such Fiscal Year in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

2.TheundersignedhasreviewedandisfamiliarwiththetermsoftheAgreementand hasmade,orhascausedtobemadeunderhis/hersupervision,adetailedreviewofthetransactions

1Tobedelivered onlywithrespectto thefirstthreeFiscalQuartersofeach FiscalYearofConsolidated Parties.

EXHIBITII-COMPLIANCECERTIFICATE-Page1

4153-4641-5441.3

andcondition(financialorotherwise)ofConsolidatedPartiesduringtheaccountingperiod covered by the attached financial statements.

3.AreviewoftheactivitiesofConsolidatedPartiesduringsuchfiscalperiodhasbeen made under the supervision of the undersigned with a view to determining whether during such fiscal period Consolidated Parties performed and observed all of their obligations under the Transaction Documents, and

[select one:]

[4.Tothebestknowledgeoftheundersignedduringsuchfiscalperiod,noDefaulthas occurred and is continuing.]

-or-

[4.Defaults have occurred and are continuing and Annex A contains a list of each Default and a description of its nature and status.]

[5.Attachedheretoas Schedule 2 arecalculationsdemonstratingcompliancewiththe financial covenant(s) set forth in Section 15.5 of the Agreement as of the last day of such fiscal period.]²

6.AttachedheretoasSchedule 3arecalculationsoftheFixedChargeCoverageRatio (Indenture) as of the last day of such Fiscal Quarter or the Fiscal Year, as applicable.

[SignaturePage Follows]

2Only if Availability falls below the sum of (i)the greater of (A)(x)15% of the Borrowing Base then in effect at any time that the Refinery Asset Borrowing Base Component is greater than $0 and (y) 10% of the Borrowing Base then in effect at any time that the Refinery Asset Borrowing Base Component is equal to $0 and (B)$45,000,000 (which amount is subject to increaseasprovidedinSection 1.4 oftheABLCreditAgreement)plus(ii)theamountofFILOLoansoutstanding,maintainasof the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending immediately prior to the Fiscal Quarter during which Availability falls below the threshold stated above) a Fixed Charge Coverage Ratio (ABL) of at least 1.0 to1.0; provided, that if, afterAvailabilityfallsbelowthesumofclauses (i)and(ii)above,Availabilitysubsequentlyexceedsthesumofclauses (i)and(ii) above for thirty (30)consecutive days, then Company Entities and their Restricted Subsidiaries shall not be required to maintain the Fixed Charge Coverage Ratio (ABL) set forth above until such time as Availability subsequently falls below the sum of clauses (i) and (ii) above.

EXHIBITII-COMPLIANCECERTIFICATE-Page2

4153-4641-5441.3

IN WITNESS WHEREOF,theundersignedhasexecutedthisComplianceCertificateas of the date first written above.

CALUMET, INC.

By:​ ​Name:​ ​Title:​ ​

EXHIBITII-COMPLIANCECERTIFICATE-Page3

4153-4641-5441.3

Schedule 1

toCompliance Certificate

SCHEDULE1TOCOMPLIANCECERTIFICATE-CoverPage

4153-4641-5441.3

Schedule 2

toCompliance Certificate

SCHEDULE2TOCOMPLIANCECERTIFICATE-CoverPage

4153-4641-5441.3

Schedule 3

toCompliance Certificate

SCHEDULE2TOCOMPLIANCECERTIFICATE-CoverPage

4153-4641-5441.3

Annex A

toCompliance Certificate

ANNEXATOCOMPLIANCECERTIFICATE-CoverPage

4153-4641-5441.3

EXHIBIT C

Amendments to Annex I to the Monetization Master Agreement

[See attached]

4149-5211-2720.6

FinalFormExhibit C

Conformed Copy through Omnibus Amendment Agreement dated July 10, 2024

ADDED TEXT SHOWN UNDERSCORED DELETED TEXT SHOWNSTRIKETHROUGH

ANNEX I

Definitions

ForpurposesoftheCoveredAgreementsthefollowingtermsshallhavethemeaningsindicated

below:

“ABL Agent”meansBankofAmerica,N.A.,anationalbankingassociation.

“ABL Credit Agreement” means (a) that certain Third Amended and Restated Credit Agreement, dated as of February 23, 2018, by and among MLP Parent and certain of its subsidiaries as borrowers, certain of its subsidiaries as guarantors, the lenders thereto, the ABL Agent, JPMorgan Chase Bank, N.A and Wells Fargo Bank, N.A., as co-syndication agents, as amended by that certain First Amendment to Third Amended and Restated Credit Agreement, dated as of September 4, 2019, as amended by that certain Consent and Amendment No. 2 to Third Amended and Restated Credit Agreement, dated as of November 18, 2021, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement, dated as of January 20, 2022 and, as further amended by thethat certainFourth ABL Credit Agreement Amendment, dated as of January 17, 2024 and as further amended by thatcertain Fifth ABL Credit Agreement Amendment, dated as of July 10, 2024and (b) unless otherwise specifically referenced, any credit agreement or other agreement evidencing Refinancing Indebtedness as permitted pursuant to Section 15.4(c)(ii) of the Monetization Master Agreement in respect of the Indebtedness under clause (a).

“ABL Credit Documents” has the meaning (a) assigned to the term “Credit Documents” in the ABL Credit Agreement and (b) unless otherwise specifically referenced, any other “credit documents” or similar term under any credit agreement or other agreement evidencing Refinancing Indebtedness as permitted pursuant to Section 15.4(c)(ii) of the Monetization Master Agreement in respect of the Indebtedness under clause (a) of the definition of “ABL Credit Agreement”.

“Accepted Industry Practice” means those practices, methods, specifications and standards of health, safety and performance, as the same may be changed from time to time, as are commonly used in the operation and maintenance of assets similar to the Refinery and Terminal Assets.“Accepted Industry Practice” contemplates the exercise of that degree of skill, care, diligence, prudence and foresight that would reasonably and ordinarily be expected under similar circumstances in the refining industry in the same type of undertaking under the same or similar circumstances.“Accepted Industry Practice” does not necessarily mean one particular practice, method, specification or standard in all cases, but is instead intended to encompass a broad range of acceptable practices, methods, specifications and standards.

“Accounts”meansallpresentandfutureaccounts,asdefinedintheUCC,oftheTransaction

Parties.

“Acquisition” means the purchase or other acquisition (in one transaction or a series of transactions, including pursuant to any merger or consolidation) of all or substantially all the issued and outstandingEquityInterests in, or all or substantiallyall the assets of (or all or substantiallyall the assets constituting a business unit, division, product line or line of business of), any Person.

4162-3107-1821.204137-8439-2272.6

“Actual Step-In Value” has the meaning specified in Schedule B of the Monetization Master Agreement.

“Actual Step-Out Index Amount” has the meaning specified in Schedule B of the Monetization Master Agreement.

“Actual Step-Out Value” has the meaning specified in Schedule B of the Monetization Master Agreement.

“Additional Financing Agreement” means any credit agreement, indenture or other financing agreement (including, without limitation, the ABL Credit Documents, the Senior Notes Agreements and the Senior Secured Notes Agreements) under which any of the Company Entities or any of its Affiliates 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 $25,000,000, but only if the covenants thereunder limit or otherwise apply to any of the business, assets or operations of the Company Entities and/or any of its Restricted Subsidiaries.

“Additional Termination Event” has the meaning specified in the definition of “ISDA Master Agreement Termination Event.”

“Additional Transaction” has the meaning specified in the Marketing and Sales Agreement. “Advance”meansanyInterimLienSettlementtobepaidbyAron,asdeterminedinaccordance

withSection 5ofthe FinancingAgreementandArticle 8 oftheMonetizationMaster Agreement.

“Advance Payment”hasthemeaningspecifiedinthedefinitionof“AdvancePaymentContract”. “Advance Payment Contract” means any take-or-pay or similar contract whereby a Transaction

Party agrees to make a defined payment (whether at the time the contract is entered into or in the future) as payment-in-full for the purchase of present or future delivery of Feedstock, Products or any other commodities (each, an “Advance Payment”), and to accept delivery of such Feedstock, Products or other commoditiesatsomefuturetimeinexcessofthree(3)monthsafterthemakingofsuchdefinedpayment.

“Adverse Proceeding” means any action, suit, proceeding, hearing or investigation, in each case whether administrative, judicial or otherwise, by or before any Governmental Authority or any arbitrator, that is pending or, to the knowledge of the applicable Party, threatened in writing against or affecting such Party or any property of such Party.

“Affected Advances”asdefinedinSection 7.11(b) oftheFinancingAgreement.

“Affected Financial Institution” means any EEA Financial Institution or UK Financial Institution “Affected Lender” as defined in Section 7.11(b) of the Financing Agreement.

“Affected Obligations”hasthemeaningspecifiedinSection 10.3oftheSupplyandOfftake Agreement.

“Affected Party”hasthemeaningspecifiedinSection 10.1oftheSupplyandOfftake Agreement.

AnnexI-2

4162-3107-1821.204137-8439-2272.6

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by or under common Control with the Person specified.

“After-Tax Basis” means any adjustment to an indemnity payment under any CoveredAgreement necessary to reflect any net increase in Taxes of the recipient (other than taxes based on the net income or net profits of the recipient) of such payment as a result of receiving such payment,provided that such adjustment shall be reduced dollar for dollar for each dollar of increase in Taxes that would not have occurred had the transaction with respect to which such indemnity payment is to bemade, been performed in accordance with its terms.

“Aggregate Borrowing Base” has the meaning given to such term in the ABL Credit Agreement (as in effect as of the Commencement Date).

“Aggregate Feedstock Purchase Proceeds” has the meaning specified in Schedule C to the Monetization Master Agreement.

“Aggregate Feedstock Sale Receipts” has the meaning specified in Schedule C to the Monetization Master Agreement.

“Aggregate Monthly Net Group Sales” has the meaning specified in Schedule C of the Monetization Master Agreement.

“Aggregate Monthly Products Sales Fee” has the meaning specified in Section 9.7 of the Supply and Offtake Agreement.

“Aggregate Product Purchase Proceeds” has the meaning specified in Schedule C to the Monetization Master Agreement.

“Aggregate Product Sale Receipts” has the meaningspecified in Schedule C to the Monetization Master Agreement.

“Aggregate Provisional Price Adjustment Interim Amount” has the meaning specified in Schedule C of the Monetization Master Agreement.

“Aggregate Provisional Quantity Change Settlement”hasthemeaningspecifiedinSchedule Cof the Monetization Master Agreement.

“Agreed Roll Differential” has the meaning specified in Schedule Y of the Monetization Master Agreement.

“Agreed Roll Volume” has the meaning specified in Schedule Y of the Monetization Master Agreement.

“Agreement” has the meaning, for each Covered Agreement, specified in the preamble to such Covered Agreement.

“Ancillary Contract” has the meaning specified in Section 17.1(c) of the Monetization Master Agreement.

“Ancillary Costs” means, to the extent reasonably demonstrated by Aron by trade ticket (including any Trade Ticket), invoice or other supporting documentation, all freight, pipeline, transportation,storage,tariffsandothercostsandexpensesincurredasaresultofthepurchase,sale,

AnnexI-3

4162-3107-1821.204137-8439-2272.6

funding, movement or storage of Feedstock or Products undertaken in connection with or required for purposes of the Transaction Documents (whether or not arising under Aron Procurement Contracts and regardless of the point at which or terms upon which delivery is made under any such Aron Procurement Contract), including ocean-going freight and other costs associated with waterborne movements, inspection costs and fees, wharfage, port and dock fees, vessel demurrage, lightering costs, ship’s agent fees, import charges, waterborne insurance premiums, fees and expenses, broker’s and agent’s fees, load or discharge port charges and fees, pipeline transportation costs, pipeline transfer and pumpover fees, pipeline throughput and scheduling charges (including any fees and charges resulting from changes in nominations undertaken to satisfy delivery requirements under the Transaction Documents), pipeline and other common carrier tariffs, blending, tankage, linefill and throughput charges, pipeline demurrage, superfund and other comparable fees, processing fees (including fees for water or sediment removal or Feedstock decontamination or Product decontamination), merchandise processing costs and fees, any charges imposed by any Governmental Authority (including Non-Income Taxes and customs and other duties), user fees, fees and costs for any credit support provided to any third party with respect to any transactions contemplated by the Transaction Documents, any costs or expenses incurred in connection with any of the Base Agreements or Required Storage and Transportation Arrangements (including without limitation any costs or expenses incurred in connection with administering or exercising Aron’s rightsunderanysuchagreementsandanypipelinecompensationorreimbursementpaymentsthatarenot timely paid by the pipeline to Aron), any costs related to the movement of Feedstock on the WTG Included Location pursuant to Section 8.3 of the Supply and Offtake Agreement and any other expenses, fees or costs that are stated to be Ancillary Costs in the Transaction Documents.Notwithstanding the foregoing, the following shall not be considered Ancillary Costs: (i) Aron’s hedging costs in connection with the Supply and Offtake Agreement or the transactions contemplated hereby (but such exclusionshall not change or be deemed to change the manner in which losses, costs, and damages in connection with hedges and related trading positions are addressed under Articles 16 and 17 of the Monetization Master Agreement), (ii) any Product shipping costs of Aron, to the extent incurred after Aron has removed such Product from the Storage Facilities for its own account pursuant to the Marketing andSales Agreement and (iii) except in connection with inspections conducted pursuant to the Inventory Sales Agreement and as expressly agreed by the Transaction Parties (including pursuant to the terms of the Transaction Documents), any costs and expenses of Aron’s Inspector limited as provided in the Transaction Documents.

“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977 and any other applicable anti-bribery, anti-money laundering or anti-corruption laws, rules, regulations andorders.

“Anti-Terrorism Law” means any law relating to terrorism or money laundering, including the Patriot Act.

“API Standards” means those standards published by the American Petroleum Institute with respect to the measurement of Feedstock and Products.

“Applicable Law” means (a) any law, statute, regulation, code, ordinance, license, decision, order, writ, injunction, decision, directive, judgment, policy, decree of any Governmental Authority and any judicial or administrative interpretations thereof, (b) any agreement, concession or arrangement with anyGovernmentalAuthorityand(c)anylicense,permitorcompliancerequirementofanyGovernmental Authority, including Environmental Law, in each case as may apply to the applicable Party or the subject matter of the Transaction Documents.

“Applicable Spread” means has the meaning assigned to such term in the Fee Letter.

AnnexI-4

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“Aron”has themeaning specifiedin thepreamble toeach Covered Agreement.

“Aron Default Interest Rate” means a per annum rate equal to the lesser of (a) a per annum rateofinterestequaltothesum of(i) the per annum rate of interest calculated on a daily basis using the prime rate published in the Wall Street Journal for the applicable day (with the rate for any day for which such rate is not published being the rate most recently published) plus (ii) the Default Interest RateSpread and (b) the maximum rate of interest permitted by Applicable Law.

“Aron EoD” has the meaning specified in Section 16.1(b) of the Monetization MasterAgreement.

“Aron Feedstock Purchases” has the meaning specified in Schedule C of the MonetizationMaster Agreement.

“Aron Feedstock Sales” has the meaning specified in Schedule C of the Monetization Master Agreement.

“Aron Procurement Contract” means a procurement contract entered into by Aron for the purchase or sale of Feedstock to be processed or sold at the Refinery, which may be (a) a contract with any Third Party Supplier of Feedstock (other than a Transaction Party or an Affiliate of a Transaction Party), including Commencement Date Aron Procurement Contracts or (b) a contract with a Transaction Party (or an Affiliate of a Transaction Party) or such other contract to the extent the Parties deem such contract to be an Aron Procurement Contract for purposes hereof.

“Aron’s Inspector” means any Person selected by Aron that is acting as an agent for Aron to perform any inspections required by Aron that (a) is a Person that is a U.S. Customs Approved Independent Inspection Companywho performs sampling, qualityanalysis and quantitydetermination of the Feedstock and Products subject to the Transaction Documents, (b) is not an Affiliate of any Party and

(c) in the reasonable judgment of Aron, is qualified and reputed to perform its services in accordancewith Applicable Law and customary industry practice.

“Aron’s Policies and Procedures” shall have the meaning specified in Section 12.4(a) of the Monetization Master Agreement.

“Aron’s Property” has the meaning specified in Section 11.3 of the Supply and Offtake Agreement.

“Arrangement Fee”hasthemeaningassignedtosuchtermintheFeeLetter.

“Assignment of Claims Act”meanstheAssignmentofClaimsActof1940,asitmaybeamended from time to time, together with all regulations promulgated from time to time in respect thereof.

“Attributable Indebtedness” means as of any date of determination, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

“Audited Financial Statements” means the audited consolidated balance sheet of theConsolidatedPartiesfortheFiscalYearendedDecember31,2022,andtherelatedconsolidated

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statementsofincomeoroperations,partners’capitalandcashflowsforsuchFiscalYearofthe Consolidated Parties, including the notes thereto.

“Authorized Officer” means, with respect to anyPerson, anyResponsible Officer of such Person and any individual holding the position of secretary, assistant secretary, executive vice president orsenior vice president of such Person; provided that, when such termis used in reference to anydocument executed by, or a certification of, an Authorized Officer, the secretary or assistant secretary of such Person shall have delivered an incumbency certificate as to the authority of such individual.

“Availability” has the meaning given to such term in the ABL Credit Agreement (as in effect as of the Commencement Date).

“Bailee’s Letter” means each bailee’s letter in form and substance reasonably satisfactory to Aron, entered into from time to time among the owner of an Included Lien Location, Aron and the applicable Transaction Party.

“Bank Product”hasthemeaninggiventosuchtermintheABLCreditAgreement(asineffectas of the Commencement Date).

“Bank Product Indebtedness” has the meaning given to such term in the ABL Credit Agreement (as in effect as of the Commencement Date).

“Bankrupt” means that a Person (a) is dissolved, other than pursuant to a consolidation, amalgamation or merger, (b) 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, (c) makes a general assignment, arrangement or composition with or for the benefit of its creditors, (d) institutes 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, (e) has a resolution passed for its winding-up, official management or liquidation, other than pursuant to a consolidation, amalgamation or merger, (f) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for all or substantially all ofits assets, (g) has a secured party take possession of all or substantially all of its assets, or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets, (h) files an answer or other pleading admitting or failing to contest the allegations of a petition filed against it in any proceeding of the foregoing nature, (i) causes or is subject to any event with respect to which, under Applicable Law, has substantially the same effect as any of the foregoing events, (j) has instituted against it a proceeding seeking a judgment of insolvency orbankruptcy under any bankruptcy or insolvency law or other similar law affecting creditors’ rights and such proceeding is not dismissed within sixty (60) days or (k) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing events.

“Bankruptcy Code” means chapter 11 of Title 11, U.S. Code. “Barrel”meansforty-two(42)netU.S.gallons,measuredat60°F.

“Base Agreements” means any agreements entered into between any Transaction Party and a third party pursuant to which such Transaction Party acquires any rights to use the Included Third Party Product Tanks, Included Third Party Feedstock Storage Tanks, Included Product Title Pipelines,Included Feedstock Title Pipelines or any Included Lien Locations.

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“Benchmark” means the SOFR Rate, provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, then, pursuant to terms and according to Section 7.15 of the Financing Agreement, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder in respect of such determination on such date and all determinations on allsubsequent dates.

“Benchmark Replacement” means, for any Interest Period, the sum of: (a) the alternate benchmark rate that has been selected by Aron and the Company as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for Dollar denominated syndicated or bilateral credit facilities at such time and (b) the related Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as determined above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Transaction Documents.

“Benchmark Replacement Adjustment” means, for any Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by Aron and the Company for the applicable Corresponding Tenor giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar denominated syndicated or bilateral credit facilities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that Aron decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by Aron in a manner substantially consistent with market practice (or, if Aron decides that adoption of any portion of such market practice is not administratively feasible or if Aron determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as Aron decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).

“Benchmark Replacement Date” means the earliest to occur of the followingevents with respect to the then-current Benchmark:

(a)in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or

(b)in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

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For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a)a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;

(b)a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark the central bank for the currency of the Benchmark, an insolvencyofficial with jurisdiction over the administrator for the Benchmark, a resolution authority withjurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or

(c)a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

“Beneficial Ownership Regulation”means31C.F.R.§ 1010.230.

“Best Available Inventory Data” means daily and monthly inventory reports produced by the applicable Transaction Party or third parties in respect of the Included Locations, in the form specified in Schedule W of the Monetization Master Agreement.

“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 anycontrollingcommittee of managing members thereof, and (d) with respect to any other Person, the board or committee of such Person serving a similar function.

“Board of Governors”meanstheBoardofGovernorsoftheFederalReserveSystem.

“Board Resolution” means a resolution certified by the Secretary or an Assistant Secretary of MLPCalumetParent to have been duly adopted by the Board of Directors of MLPCalumetParent and to be in full force and effect on the date of such certification.

“Bond Documents” means, collectively, (a) the Senior Notes Agreements and (b) the Senior Secured Notes Agreements.

“Borrowed Money”meanswithrespecttoanyCompanyEntityorRestrictedSubsidiary,without duplication, its (a) outstanding principal amount of Indebtedness (other than, for purposes of determining Indebtedness of the Company Entities and Restricted Subsidiaries on a consolidated basis and for purposesofthedefinitionsoftheterms“Consolidated Interest Charges”and“Fixed Charges”,

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intercompany Indebtedness) (i) that arises from the lending of money by any Person to any such Company Entity or Restricted Subsidiary, (ii) that is evidenced by notes, drafts, bonds, debentures, credit documents or similar instruments, or (iii) in respect of the deferred purchase price for Property; (b) Capital Leases; (c) outstanding reimbursement obligations with respect to amounts drawn or paid by the issuer to the beneficiary under letters of credit; and (d) guaranties of any outstandingIndebtedness of the foregoing types owing by another Person.

“Borrowing” means Advances that constitute Lien Amounts and are of the same Type made or continued on the same date.

“Borrowing Base”hasthemeaninggiventosuchtermintheABLCreditAgreement(asineffect as of the Commencement Date).

“Brown Station” means the real property as more fully described in the Brown Station Leases. “Brown Station Leases”means(a)thatcertainLeaseAgreementdatedeffectiveasofJuly25,

1975,byandamongGeorgieH.Chandler,JohnstonHarmanChandler,GeorgiannChandlerLamband

Betsy Chandler Peatross (collectively, together with any successor(s) in interest thereof, whether one or more, the “Chandlers”), as lessor, and Falco, Inc., as lessee, such lease agreement recorded under Instrument Number 660685 in the Records of Caddo Parish, Louisiana, as amended by that certain Act of Correction and Amendment dated effective as of July 23, 1980 and recorded under Instrument Number 839813 in the records of Caddo Parish, Louisiana, and (b) that certain Lease Agreement dated effectiveas of July 18, 1980, by and among the Chandlers, as lessor, and J.E. Fowler Petroleum Products, Inc., as lessee, such lease recorded under Instrument Number 839814 in the Records of Caddo Parish, Louisiana, in each case, as assigned to EOTT Energy Operating Limited Partnership, a Delaware limited partnership (“EOTT”), each of (a) and (b) as further assigned pursuant to that certain Conveyance, Assignment and BillofSale,datedasofMay30,2001,byandbetweenEOTTandCalumetRefining(as successor-in-interest to Calumet Lubricants Co., L.P.), and as subleased to Aron pursuant to the Brown Station Sublease.

“Brown Station Notice of Sublease” mean that certain Notice of Sublease, dated as of the Commencement Date, by and among the Transaction Parties and Aron, to be recorded in by the Caddo Clerk of Court in the Parish of Caddo, Louisiana.

“Brown Station Sublease” means that certain Sublease Agreement, dated as of the Commencement Date, by and among the Transaction Parties and Aron.

“BS&W”meansbasic sedimentand water.

“BS&W Specified Included Locations” has the meaning specified in ScheduleW-2.

“Business Day” means any day other than a Saturday or Sunday, a day that is a legal holiday under the laws of the State of New York or a day on which banking institutions located in such State are authorized or required by law to remain closed.

“Buyer” has the meaning set forth in the preamble to the Inventory Sales Agreement. “Calumet Finance” meansCalumet FinanceCorp., aDelaware limitedliability company.

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“Calumet GP” means Calumet GP, LLC, a Delaware limited liability company, and itssuccessors and permitted assigns as general partner of MLP Parent or as the business entity with the ultimateauthority to manage the business and operations of MLP Parent.

“Calumet Parent” has the meaning specified in the preamble to the Monetization MasterAgreement.

“Capital Lease” means any lease of any Property (whether real, personal or mixed, and whether in connection with a Sale and Leaseback Transaction or otherwise) with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP, other than an Operating Lease.

“Carrier Notice” means a notice from a Transaction Party to a carrier on which Feedstock is or may be transported in the form of Exhibit I to the Financing Agreement or otherwise in form and substance reasonably satisfactory to Aron.

“Carrying Value” has the meaning specified in Schedule K of the Monetization Master Agreement.

“Cash”means money, currencyor a creditbalance in anydemand or deposit account.

“Cash Equivalents” means, as of any date of determination, (a) marketable securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) havingmaturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any domestic commercial bank of recognized standing having capitalandsurplusinexcessof$500,000,000or(ii)anybank(orparentcompanythereof)whose short-term commercial paper rating from S&P is at least A-2 or the equivalent thereof or from Moody’sis at least P-2 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than two hundred seventy (270) days from the date of acquisition and (unless issued by a Lender) not subject to offset rights, (c) with respect to any Foreign Subsidiary, (i) time deposits and customary short term investments with one of the five largest banks doing business in the jurisdiction in which the Foreign Subsidiary is conducting business, and (ii) other short term investments customarily used by multinational corporations in the country in which the Foreign Subsidiary is conducting business for the purpose of cash management, which investments have the preservation of capital as their primary objective, (d) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteedby, any domestic corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (e) repurchase agreements entered into by any Person with a bank or trust company or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations having a term of not more than thirty (30) days and issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations, and (f) Investments, classified in accordance with GAAP as current assets, in money market investmentprograms registered under the Investment Company Act of 1940, as amended, which are not subject to offset and are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments whose primary objective is the preservation of capital and whose investments are limited to “cash equivalents” as defined under GAAP.

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“Cash Management Services” has the meaning given to such termin the ABL Credit Agreement (as in effect as of the Commencement Date).

“Change in Law”meanstheoccurrence, aftertheCommencement Date,ofanyofthe following:

(a) the adoption or taking effect of any rule, regulation, treaty or other law, (b) any change in any rule, regulation, treaty or other law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, promulgated or issued.

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

(a)the direct or indirect Disposition (other than by way of merger or consolidation permitted hereunder), in one or a series of related transactions, of all or substantially all of the Properties or assetsof Consolidated Parties taken as a whole, to any “person” (as that term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended); or

(b)the adoption of a plan relating to the liquidation or dissolution of MLP Parent or CalumetGP or removal of Calumet GP by the limited partners of MLP Parent or the resignation by Calumet GP asthe general partner of MLPCalumetParent ; or

(c)the consummation of any transaction (including any merger or consolidation), in one or a seriesofrelatedtransactions,theresultofwhichisthatany“person”(asthattermisdefinedin Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), excluding the Qualifying Owners, becomes the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of either Calumet Parent or Calumet GP or of MLP Parent, measured by voting power rather than number of shares, units or the like; or

(d)the first day on which a majority of the members of the Board of Directors ofCalumet GPParentcease to be composed of individuals (i) who were members of that board on the Commencement Date, (ii) whose election or nomination to that board was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or (iii) whose election or nomination to that board was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board; or

(e)the occurrence of a “Change of Control” (or anycomparable term) under, and as defined or used in, any ABL Credit Document, Senior Notes Indenture, the Senior Secured Notes Indenture or any Refinancing Indebtedness.

Notwithstanding the preceding, a conversion of any of Consolidated Parties 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 permitted by the terms hereof 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 (i) with respect to any such conversion involving a CompanyEntity,Aronshallhavereceivedsuchdocuments,instrumentsorotherinformationasare

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necessary or desirable to continue the perfection and first priority status of its Liens, as contemplated herein, subject to Permitted Liens, or as Aron may otherwise reasonably request and, if requested by Aron, a legal opinion in form and substance reasonably satisfactory to Aron, and (ii) immediately following such conversion or exchange the “persons” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) who beneficially owned the Equity Interests of MLPCalumetParent immediately prior to such transactions continue to beneficially own in the aggregate more than 50% of the Voting Stock of such entity, or 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 entityor its general partner, as applicable, and, in either case no “person,” other than a Qualifying Owner, beneficially owns more than 50% of the Voting Stock of such entity or its general partner, as applicable.

“Collateral” has the meaning specified in the Lien Documents.

“Commencement Date” means the date on which all conditions set forth in Section 2.1 and 2.2 of the Monetization Master Agreement shall have been satisfied (or waived in writing by the Person withthe right to waive such condition) by the Parties.

“Commencement Date Feedstock Lien Volumes” means the total quantity of Feedstock in the Included Lien Locations or that constitutes Eligible In-Transit Inventory on the Commencement Date.

“Commencement Date Feedstock Volumes” means the total quantity of Feedstock in theIncluded Feedstock Title Locations on the Commencement Date.

“Commencement Date Lien Value” means, with respect to the Commencement Date Lien Volumes, (a) initially, the Estimated Commencement Date Lien Value until the Definitive Commencement Date Lien Value has been determined and (b) thereafter, the Definitive Commencement Date Lien Value.

“Commencement Date Lien Volumes” means, collectively, the Commencement Date Feedstock Lien Volumes and the Commencement Date Products Lien Volumes.

“Commencement Date Products Lien Volumes” means, for Products in each Product Group, the total quantities of such Products in the Included Lien Locations or that constitute Eligible In-Transit Inventory on the Commencement Date.

“Commencement Date Products Volumes” means the total quantities of the Products in the Included Product Title Locations on the Commencement Date.

“Commencement Date Value” means, with respect to the Commencement Date Volumes, (a) initially, the Estimated Commencement Date Value until the Definitive Commencement Date Value has been determined and (b) thereafter, the Definitive Commencement Date Value.

“Commencement Date Volumes” means, collectively, the Commencement Date Feedstock Volumes and the Commencement Date Products Volumes.

“Commingled Locations” means such Included Title Locations as are set forth on Schedule C to the Supply and Offtake Agreement; provided that for the avoidance of doubt, any Feedstock or Products that are commingled with the feedstock or products of third parties in any Commingled Locations shallbe commingled in the same tanks or storage facilities, as applicable, in which such feedstock or products are held or stored, respectively.

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“Commitment” means any commitment to make Advances in respect of Interim Lien Settlement and any other commitment to make any Credit Extension at any time pursuant to the terms of the Financing Agreement.

“Commodity Account”hasthemeaningspecifiedintheUCC.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Commodity Forward Agreement” has the meaning specified in Section 12.2(f)(i) of the Supply and Offtake Agreement.

“Commodity Forward Settlement Amount” has the meaning specified in Section 12.2(e) of the Supply and Offtake Agreement.

“Commodity Forward Transaction” has the meaning specified in Section 12.2(e) of the Supply and Offtake Agreement.

“Company” has the meaning specified in the preamble to the Monetization Master Agreement. “Company Entities”hasthemeaningspecifiedinthepreambletotheMonetizationMaster

Agreement.

“Company Purchase Agreement” has the meaning specified in the Marketing and Sales Agreement.

“Company Sourcing Transaction” has the meaning specified in Section 15.1(f) of the Monetization Master Agreement.

“Compliance Certificate” means Compliance Certificate to be provided by MLPCalumetParent or its general partner, on behalf of the Company Entities and their Restricted Subsidiaries, to Aron pursuant to this Agreement, in substantially the form of Exhibit II of the Monetization MasterAgreement, and all supporting schedules.

“Compliance Year”meansanycomplianceperiodundertheRFSRegulationsconsistingofone

(1) complete calendar year.

“Compounded SOFR”meanstheratecalculatedbyArontobethe“USD-SOFR-OISCompound” rate as defined in the ISDA Definitions; provided, however, that for purposes of such definition (a) the term “Calculation Period” shall mean, with respect to any date on which a payment is due, the applicable month, except for the initial Calculation Period, which shall be the period from the Commencement Date until the end of the month in which the Commencement Date occurs, and (b) the term “Underlying Benchmark” shall mean SOFR.

“Confirmation” has the meaning specified in Section 4.2(g)(i) of the Supply and Offtake Agreement.

“Connection Income Tax” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Interest Charges” means, for any period, for the Company Entities and their Restricted Subsidiaries on a consolidated basis, without duplication, the sum of (a) all interest, premium

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payments, debt discount, fees, charges and related expenses of the Company Entities and Restricted Subsidiaries in connection with Borrowed Money (including capitalized interest, the interest component under Capital Leases and the implied interest component of Synthetic Lease Obligations) or inconnection with the deferred purchase price of assets, in each case net of the effect of all payments made or received pursuant to Interest Rate Swaps and to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the Company Entities and their Restricted Subsidiarieswith respect to such period under Capital Leases that is treated as interest in accordance with GAAP.

“Consolidated Net Tangible Assets” means, as of any date of determination, for the Company Entities and their Restricted Subsidiaries on a consolidated basis, the aggregate amount of total assets included in such Person’s most recent quarterly or annual consolidated balance sheet prepared in accordance with GAAP less applicable reserves reflected in such balance sheet, after deducting the following amounts: (a) all current liabilities reflected in such balance sheet, and (b) all goodwill, trademarks, patents, unamortized debt discounts and expenses and other like intangibles reflected in such balance sheet.

“Consolidated Parties” means MLPCalumetParent and the Subsidiaries of MLPCalumetParent, and “Consolidated Party” means any one of them.

“Contract Nominations” has the meaning specified in Section 4.3(b) of the Supply and Offtake Agreement.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of anyagreement, instrument or other undertaking to which such Person is a party or bywhich it or any of its property is bound.

“Contribution Percentage 1” and “Contribution Percentage 2” have the meanings specified for such terms on Schedule B to the Monetization Master Agreement.

“Control” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ability to exercise voting power, the ownership of Securities, by contract, or otherwise.The words “Controlling”, “Controlled by” and “under common Control with” have correlative meanings.

“Conversion Date” means the Closing Date (as defined in the PRA (as defined below)) of the Partnership Restructuring Agreement, dated as of November 9, 2023, among MLP Parent, Calumet GP LLCand the other Persons party thereto (the “PRA”).

“Corresponding Tenor” means, with respect to a Benchmark Replacement, a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as theapplicable tenor for the applicable accrual period with respect to the then-current Benchmark.

“Costs” has the meaning specified in the definition of “Liabilities.”

“Counterparty Feedstock Sales” means all sales of Barrels of Feedstock under Included Feedstock Sales Transactions made by Aron during any month at the direction of any Transaction Partyto a counterparty other than a Transaction Party or one of its Affiliates.

“Counterparty Feedstock Sales Fee” has the meaning specified in Schedule C of theMonetization Master Agreement.

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“Counterparty Requirements” means, as of any date of determination, any of the following requirements, in each case as consistently applied by Aron: (a) prior or current interactions between Aron and any Person, (b) the presence or absence of trading documentation between Aron and any Person, (c) the presence or absence of a pre-existing trading relationship with any Person or the suitability of the proposed Person for the relevant transaction, (d) satisfactory completion of any reasonable andcustomary due diligence performed by Aron in connection with such Person or an associated transaction, including, without limitation, as to such Person’s creditworthiness and other risk analyses (including creditquality andcreditlimits),(e)satisfaction of Aron’s internal requirements and policies as they relate to any applicable “know-your-customer” rules, anti-money laundering policies and procedures, laws, rules and regulations (including without limitation, the PATRIOT Act, and rules and regulations of OFAC) and other similar client identification and business conduct standard and dealing policies and procedures (including reputational considerations), (f) delivery to Aron of all material documentation and other information required by such policies and procedures referred to in clause (e) of this definition and applicable regulatory authorities and (g) reputational considerations of any Person.

“Covered Agreement”meanseachagreementcontainingtermsdefinedinthisAnnexI,including the Monetization Master Agreement, the Supply and Offtake Agreement, the Financing Agreement, the Marketing and Sales Agreement, the Storage Facilities Agreement, the Inventory Sales Agreement and the Intercreditor Agreement.

“Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is definedin, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that termis defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Credit Date” means the date of any Credit Extension.

“Credit Enhancement” means any credit enhancement or credit support arrangement in supportof the obligations of Aron under or with respect to the Supply and Offtake Agreement, the Inventory Sales Agreement or the Step-Out Inventory Sales Agreement, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement.

“Credit Extension”meansthemakingofan Advance.

“Credit Facilities” means (a) one or more debt facilities (including, without limitation, the ABL Credit Agreement), commercial paper facilities, loan agreements, or other financing agreements in each case the majority of the loans or commitments under which, as of the date of the closing of such facilities or agreements, are provided by commercial banks, by affiliates of commercial banks customarily engaging in making or providing commercial loans or other financing, or by governmental authorities,and which facilities or agreements provide for revolving credit loans, term loans, or letters of credit or similar financing arrangements in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time, and (b) one or more indentures providing for the sale or issuance of debt securities to institutional investors; provided, that immediately after giving effect to the incurrence of the Indebtedness under such indentures and the application of the proceeds thereof, the majority of the outstanding Indebtedness (including the Indebtedness under such indentures) andundrawn commitments that could then be incurred by the Company Entities or their Restricted Subsidiaries under the terms of such Credit Facility, in each case pursuant to Section 15.3(c)(xvi) of the Monetization Master Agreement, are provided by commercial banks, by affiliates of commercial banks customarilyengaging inmaking orproviding commercialloansorotherfinancing,orby governmental

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authorities, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

“CT” means the prevailing time in Shreveport, Louisiana.

“Current Month Value” has the meaning specified in Schedule C of the Monetization Master Agreement.

“Customer”hasthemeaning specifiedinthe MarketingandSales Agreement.

“Customs Broker” means any customs broker approved from time to time by Aron in its sole discretion.

“Customs Broker Agreement” means an agreement among a Customs Broker, a Transaction Party and Aron in the form of Exhibit II to the Financing Agreement or otherwise in form and substance reasonably satisfactory to Aron.

“Daily Value” has the meaning specified in Schedule B of the Monetization Master Agreement. “Debtor Relief Laws”meanstheBankruptcyCodeandallotherliquidation,conservatorship,

bankruptcy,assignmentforthebenefitofcreditors,moratorium, arrangement(includingundercorporate

statutes),rearrangement,receivership,insolvency,reorganizationorsimilardebtorrelieflawsofthe United States of America or other applicable jurisdictions from time to time in effect.

“Deciding Party” has the meaning specified in Section 22.4 of the Monetization Master Agreement.

“Default” means any event that, with notice or the passage of time, would constitute an Event of Default or, in connection with any provision that solely relates to Aron, an Aron EoD, as applicable.

“Default Interest Rate”meansaperannumrateequaltothelesserof(a)aperannumrateof interestequaltothesumof(i)SOFRRateplus(ii)theApplicableSpreadrelatedtosuchamount,plus

(iii) the Default Interest Rate Spread and (b) the maximum rate of interest permitted by Applicable Law. “Default Interest Rate Spread” has the meaning specified in the Fee Letter.

“Default Right”hasthemeaningspecifiedinSection 12.6(a)(ii)oftheSupplyandOfftake Agreement.

“Defaulting Party”hasthemeaningspecifiedinSection 16.2(a)oftheMonetizationMaster Agreement.

“Definitive Commencement Date Lien Value” means the amount equal to the value, determined on the same basis as the Definitive Commencement Date Value for Feedstock and Products purchased under the Inventory Sales Agreement on the Commencement Date, of Feedstockand Products located at Included Lien Locations or that constitutes Eligible In-Transit Inventory as of the Inventory Transfer Time.

“Definitive Commencement Date Value”meansthepurchasevalueoftheDefinitive Commencement Date Volume.

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“Definitive Commencement Date Volume” has the meaning set forth in Section 4.3.1 of the Inventory Sales Agreement.

“Definitive Termination Date Value” has the meaning specified in Schedule R of the Monetization Master Agreement.

“Delivery Date”meansanycalendar day.

“Delivery Month” means (a) the month in which Feedstock is to be delivered to the Refinery or any Included Location in accordance with the relevant Procurement Contract, or (b) the month in which Product is to be delivered to the Refinery or any Included Location in accordance with the relevant Refinery Product Contract or Included Purchase Transaction.

“Delivery Point” means a Feedstock Delivery Point or a Products Delivery Point, as applicable. “Designated Affiliate” means, in the case of Aron, Goldman, Sachs & Co. or any other Affiliate

ofAronorGoldman,Sachs&Co.

“Designated Location” has the meaning set forth in Section 3.3 of the Inventory SalesAgreement.

“Discharge of Secured Obligations” has the meaning specified in the Security Agreement. “Disposed Quantity”hasthemeaningspecifiedinSection 8.2(a)oftheSupplyandOfftake

Agreement.

“Disposition” means any disposition (including pursuant to a Sale and Leaseback Transaction) of any or all of the Property (including without limitation the Equity Interests of a Subsidiary) of any Company Entity or any Restricted Subsidiary, whether by sale, lease, licensing, transfer or otherwise; provided, however, that the term “Disposition” shall be deemed to exclude any Equity Issuance.

“Disposition Amount” has the meaning specified in Section 8.2(a) of the Supply and Offtake Agreement.

“Disputing Party” has the meaning specified in Section 22.4 of the Monetization Master Agreement.

“Disqualified Institution” means (a) Persons in the business of oil and gas refining or specialty chemicals manufacturing, competitors of the Company Entities identified as such in the Company Entities’publicly-filed disclosurestatements, and any Person identifying any Company Entity orAffiliate of a Company Entity as a competitor in the filings of any such Person and such Person’s Affiliates pursuant to federal securities laws, (b) any Person identified on Schedule DD hereto, as such Schedule may be updated by written notice from Company to Aron from time to time, and (c) any Affiliate of any such Person identified pursuant to clause (b) above (i) that has been identified by name in writing by the Company to Aron from time to time or (ii) where such Affiliate’s relationship to such Person is readily apparent on its face on the basis of the name of such Affiliate, in each case, other than any such Affiliate that is a bona fide fixed income investor, debt fund or any other fund that is engaged in the making, purchasing, holding or otherwise investing in loans, bonds, financings, commodity transactions or similar extensions of credit or transactions in the ordinary course of business.It is understood and agreed that any identification by the Company pursuant to this definition shall not apply retroactively to disqualify any assignment orparticipation to any Person thatshallhave become a Partyor a participant prior thereto (but that no further assignments or delegations to, or sales of participations

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by,may bemadeto any such Person thereafter and such Person shall thereafter for all other purposes bea Disqualified Institution).

“Dividing Person”asdefinedinthedefinitionof“Division”.

“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Division Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held by such DividingPersonimmediatelypriortotheconsummationofsuchDivision.ADividingPersonthatretains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.

“Dollars”meansU.S. Dollars.

“Early Expiration” has the meaning specified in Section 3.1 of the Monetization Master Agreement.

“Early Expiration Date” has the meaning specified in Section 3.1 of the Monetization Master Agreement.

“Early Termination Date” means the date determined in accordance with Section 16.2(b) of the Monetization Master Agreement.

“EEA Financial Institution” means (a) any credit institution or investment firm established in an EEA Member Country that is subject to the supervision of an EEA Resolution Authority; (b) any entity established in an EEA Member Countrythat is a parent of an institution described in clause (a) above; or

(c) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in the foregoing clauses and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of an EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” has the meaning specified in the preamble to each Covered Agreement. “Eligible Hydrocarbon Inventory”means,asofanyday,theHydrocarbonsownedbythe

Transaction Parties and held for saleor thatconsists of raw materials and, in each case, thataresubjectto

a valid, first priority perfected Lien and security interest (subject only to Permitted S&O Liens) in favor of Aron, including, without limitation, at any time and with respect to any such Hydrocarbons, the aggregate volume of such Hydrocarbons constituting linefill; provided that, unless Aron shall otherwise elect in its reasonable discretion, Eligible Hydrocarbon Inventory shall not include any Hydrocarbon:

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(a)that is not evidenced in (i) a Feedstock Inventory Report, or (ii) a Products Inventory Report, as applicable, in each case, delivered to Aron pursuant to the terms of the Monetization Master Agreement;

(b) that is held on consignment or not otherwise owned by a Transaction Party;

(c) that is obsolete, rejected or repossessed or used goods taken in trade;

(d)that consists of goods that are unmerchantable, defective or otherwise unfit for sale or constitutes product that is permanently off-spec;

(e)which is not subject to a sole, first priority Lien in favor of Aron pursuant to the Lien Documents, subject only to Permitted S&O Liens;

(f) that is subject to any other Lien whatsoever (other than Permitted S&O Liens);

(g)that consists solelyof chemicals (other thancommoditychemicals maintained in bulk), samples, prototypes, supplies, or packing and shipping materials;

(h) that has been sold to a customer of a Transaction Party;

(i) that is not located at an Included Lien Location;

(j) thatisthesubjectofawarehousereceipt,billofladingorotherdocumentof

title;

(k)that is not currently either usable or salable, at market price, in the normal course of the Transaction Parties’ business; or

(l)that is not identified on Schedule P to the Monetization Master Agreement or (other than with respect to Feedstock) does not satisfy the applicable specifications for such Hydrocarbon set forth on Schedule A to the Monetization Master Agreement, unless otherwise mutually agreed by the Parties;

provided that, in no event shall anyRelated Hedges or the marked-to-market value thereof be considered in determining any Eligible Hydrocarbon Inventory.

“Eligible In-Transit Feedstock Inventory” means Feedstock that does not qualify as Eligible Hydrocarbon Inventory solely because it is not located at an Included Lien Location or as a result of clause (i) of the definition thereof, but as to which:

(a)suchFeedstockcurrentlyisintransittoanIncludedTitleLocationoranIncluded Lien Location,

(b)(i)thepurchasepriceofsuchFeedstockhasbeenpaidforinfull,or(ii)such Feedstock has been acquired on other credit terms satisfactory to Aron,

(c)title to such Feedstock has passed to a Transaction Party and such TransactionParty is the sole owner of such Feedstock,

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(d)such Feedstock is insured against types of loss, damage, hazard, and risk, and in amounts satisfactory to Aron,

(e)such Feedstock shall not have been in-transit for more than forty-five (45) days after title to such Feedstock has passed to a Transaction Party, and

(f) such Feedstock is either:

(i) with or in an Eligible Pipeline Carrier; or

(ii) with or in an Eligible Vessel Carrier; provided that:

(A)such Feedstock is the subject of a bill of lading governed by the laws of a state within the United States (x) that is consigned (either directly or by means of endorsements) to a Transaction Party, (y) that was issued by the carrier respecting the subject Feedstock, and (z) that is in the possession of theapplicable Transaction Party, a Customs Broker or a freight forwarder that has executed and delivered a Customs Broker Agreement or Freight Forwarder Agreement, as applicable (in each case in the continental United States), and

(B)the carrier respecting the subject Feedstock shall have received a Carrier Notice, and a copy of such Carrier Notice shall have been delivered to Aron (along with a copy of the cover letter or email used to convey such Carrier Notice) and such Eligible Vessel Carrier has delivered an executed acknowledgment as to its receipt of such Carrier Notice, subject to Section 2.1(e) of the Monetization Master Agreement.

(iii) with or in an Eligible Railroad Carrier; provided that:

(A)such Feedstock is the subject of a bill of lading governed by the laws of a state within the United States (x) that is consigned (either directly or by means of endorsements) to a Transaction Party, (y) that was issued by the carrier respecting the subject Feedstock, and (z) that is in the possession of theapplicable Transaction Party, a Customs Broker or a freight forwarder that has executed and delivered a Customs Broker Agreement or Freight Forwarder Agreement, as applicable (in each case in the continental United States), and

(B)the carrier respecting the subject Feedstock shall have received a Carrier Notice, and a copy of such Carrier Notice shall have been delivered to Aron (along with a copy of the cover letter or email used to convey such Carrier Notice) and the Company shall have used commercially reasonable efforts to obtain and deliver to Aron an executed acknowledgment as to such Eligible Railroad Carrier’s receipt of such Carrier Notice.

“Eligible In-Transit Inventory”meansEligibleIn-TransitFeedstockInventoryandEligible In-Transit Product Inventory.

“Eligible In-Transit Product Inventory”meansProductsthatdonotqualifyasEligible Hydrocarbon Inventory solely because they are not located at an Included Lien Location, but as to which:

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(a)suchProductscurrentlyareintransittoanIncludedTitleLocationoranIncluded Lien Location,

(b)(i)thepurchasepriceofsuchProductshasbeenpaidforinfull,or(ii)such Product has been acquired on other credit terms satisfactory to Aron,

(c)titletosuchProductshaspassedtoaTransactionPartyandsuchTransaction Party is the sole owner of such Products,

(d)such Products are insured against types of loss, damage, hazard, and risk, and in amounts satisfactory to Aron,

(e)such Products shall not have been in-transit for more than forty-five (45) daysafter title to such Products has passed to a Transaction Party, and

(f) such Products are either:

(i) with or in an Eligible Pipeline Carrier; or

(ii) with or in an Eligible Vessel Carrier; provided that

(A)such Products are the subject of a bill of lading governed by the laws of a state within the United States (x) that is consigned (either directly or by means of endorsements) to a Transaction Party, (y) that was issued by the carrier respecting the subject Products, and (z) that is in the possession of the applicable Transaction Party, a Customs Broker or a freight forwarder that has executed and delivered a Customs Broker Agreement or Freight Forwarder Agreement, as applicable (in each case in the continental United States), and

(B)the carrier respecting the subject Products shall have received a Carrier Notice, and a copy of such Carrier Notice shall have been delivered to Aron (along with a copy of the cover letter or email used to conveysuch Carrier Notice) and such Eligible Vessel Carrier has delivered an executed acknowledgment as to its receipt of such Carrier Notice.

(iii) with or in an Eligible Railroad Carrier; provided that

(A)such Products are the subject of a bill of lading governed by the laws of a state within the United States (x) that is consigned (either directly or by means of endorsements) to a Transaction Party, (y) that was issued by the carrier respecting the subject Products, and (z) that is in the possession of the applicable Transaction Party, a Customs Broker or a freight forwarder that has executed and delivered a Customs Broker Agreement or Freight Forwarder Agreement, as applicable (in each case in the continental United States), and

(B)the carrier respecting the subject Products shall have received a Carrier Notice, and a copy of such Carrier Notice shall have been delivered to Aron (along with a copy of the cover letter or email used to conveysuch Carrier Notice) and the Company shall have used commercially reasonable efforts to obtain and deliver to Aron an executed acknowledgment as to such Eligible Railroad Carrier’s receipt of such Carrier Notice.

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“Eligible Pipeline Carrier” means any pipeline listed on Schedule Aof the Financing Agreement, as the same may be updated from time to time in accordance with the terms hereof.

“Eligible Railroad Carrier” means any railroad carrier listed on Schedule B of the Financing Agreement, as the same may be updated from time to time in accordance with the terms hereof.

“Eligible Vessel Carrier” means any vessel carrier (including any barge carrier) listed on Schedule B of the Financing Agreement, as the same may be updated from time to time in accordance with the terms hereof.

“Employee Benefit Plan” means anyof an“employee benefit plan”, as defined in Section 3(3) of ERISA, that is subject to Parts II, III or IV of Title I of ERISA or Title IV of ERISA and that is or was sponsored, maintained or contributed to by, or required to be contributed to by any Company Entity or any of their respective ERISA Affiliates.

“Ending Feedstock Inventory” means, for any date of determination, the sum of Ending Feedstock Title Inventory and Ending Feedstock Lien Inventory as of such date.

“Ending Feedstock Lien Inventory” has the meaning specified in Section 7.1(a) of the Monetization Master Agreement.

“Ending Feedstock Title Inventory” has the meaning specified in Section 7.1(a) of the Monetization Master Agreement.

“Ending Group Inventory” has the meaning specified in Schedule C of the Monetization Master Agreement.

“Ending Product Inventory” means, for any date of determination, the sum of Ending Product Title Inventory and Ending Product Lien Inventory as of such date.

“Ending Product Lien Inventory” has the meaning specified in Section 7.1(a) of the Monetization Master Agreement.

“Ending Product Title Inventory” has the meaning specified in Section 7.1(a) of the Monetization Master Agreement.

“Enterprise Agreement” means that certain Pipeline Transportation Services Agreement, dated as of April 1, 2023, by and among the Company, Enterprise Refined Products Company LLC, a Delaware limited liability company, and Enterprise TE Products Pipeline Company LLC, a Texas limited liability company.

“Environmental Law” means, as of any time, any existing or past Applicable Law, policy, judicial or administrative interpretation thereof or any legally binding requirement that governs or purports to govern the protection of persons, natural resources or the environment (including the protection of ambient air, surface water, groundwater, land surface or subsurface strata, endangered species or wetlands), occupational health and safety and the manufacture, processing, distribution, use, generation, handling, treatment, storage, disposal, transportation, release or management of solid waste, industrial waste or hazardous substances or materials.

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“Environmental Liabilities” means Liabilities arising from compliance or non-compliance with, or the manufacture, processing, distribution, use, generation, handling, treatment, storage, disposal, transportation, or Release of Hazardous Substances under, Environmental Law.

“Environmental Release” means a release as defined in CERCLA or under any other Environmental Law.

“EPA” means the United States Environmental Protection Agency and any successor organization.

“Equipment” has the meaning specified in the UCC, including all machinery, apparatus, equipment, fittings, furniture, fixtures, motor vehicles and other tangible personal Property (other than Inventory), and all parts, accessories and special tools therefor, and accessions thereto.

“Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or acquire any of the foregoing (other than, prior to the date of such conversion, Indebtedness that is convertible into any such Equity Interests).

“Equity Issuance” means any issuance by any Consolidated Party to any Person of (a) shares or units of its Equity Interests, (b) any shares or units of its Equity Interests pursuant to the exercise of options or warrants, (c) any shares or units of its Equity Interests pursuant to the conversion of any debt securities to equity or the conversion of any class equity securities to any other class of equity securities, or (d) any options or warrants relating to its Equity Interests.The term “Equity Issuance” shall not be deemed to include any Disposition.

“ERISA” means the Employee Retirement Income Security Act of 1974 and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means, with respect to any Person, (a) any corporation that is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which such Person is a member, (b) any trade or business (whether or not incorporated) that is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which such Person is a member and (c) solely for purposes of Section 302 of ERISA, any member of an affiliated service group within the meaning of Section 414(m) or 414(o) of the Internal Revenue Code of which such Person, any corporation described in clause (a) above or any trade or business described in clause (b) above is a member.Any Person that was, but has since ceased to be, an ERISA Affiliate (within the meaning of the previous sentence) of any Company Entity shall continue to be considered an ERISA Affiliate of such Company Entity within the meaning of this definition with respect to the period such Person was an ERISA Affiliate of such Company Entity but only with respectto liabilities arising after such period for which such Company Entity would reasonably be expected to be liable under the Internal Revenue Code or ERISA.

“ERISA Event” means (a) the occurrence of a Reportable Event within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30 day notice to the PBGC has been waived by regulation), (b) the failure of any Company Entity or any of their respective ERISA Affiliates to meet the minimum funding standard of Section 412 of the Internal Revenue Code or Section 302 of ERISA with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Internal Revenue Code) or the failure to makebyitsduedatearequiredinstallmentunderSection430(j)oftheInternalRevenueCodewith

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respect to any Pension Plan or the failure of any Company Entity or any of their respective ERISA Affiliates to make any required contribution to a Multiemployer Plan, (c) the filing pursuant to Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan, (d) the provision by the administrator ofany Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA, (e) the withdrawal by any Company Entity or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to any Company Entity or any of their respective ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, (f) the institution by the PBGC of proceedings to terminate any Pension Plan, or the appointment of a trustee to administer, any Pension Plan, (g) the imposition of liability on any Company Entity or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA, (h) the withdrawal of any Company Entity or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) fromanyMultiemployer Plan if anyCompanyEntity or any of their respective ERISA Affiliates incurs any liability therefor, (i) the receipt by any Company Entity of notice fromanyMultiemployer Plan (i) that such Multiemployer Plan is in insolvency pursuant to Section 4245 of ERISA, (ii) that such Multiemployer Plan is in “endangered” or “critical” status (within the meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA) or (iii) that suchMultiemployerPlan intendsto terminateorhas terminated underSection4041Aor4042 ofERISA,

(j)adeterminationthatanyPensionPlanisin“atrisk”status(asdefinedinSection430(i)(4)ofthe

Internal Revenue Code or Section 303(i)(4) of ERISA) with respect to any plan year, (k) the impositionof a Lien on the assets of any Company Entity pursuant to Section 430(k) of the Internal Revenue Codeor Section 303(k) of ERISA or a violation of Section 436 of the Internal Revenue Code, but, in each case, only to the extent such occurrence, event or circumstance would reasonably be expected to have a Material Adverse Effect.

“Estimated Commencement Date Lien Value” means the amount equal to the reasonable, good faith estimate by Aron of the amount that equals the value, determined on the same basis as the Estimated Commencement Date Value for Feedstock and Products purchased under the Inventory Sales Agreement on the Commencement Date, of Feedstock and Products located at Included Lien Locations or that constitutes Eligible In-Transit Inventory as of the Inventory Transfer Time.

“Estimated Commencement Date Value” has the meaning set forth in Section 4.1.2 of the Inventory Sales Agreement.

“Estimated Daily Net Liened Feedstock” has the meaning specified in Schedule C of the Monetization Master Agreement.

“Estimated Daily Net Liened Product” has the meaning specified in Schedule C of the Monetization Master Agreement.

“Estimated Daily Net Title Feedstock Sales” has the meaning specified in Schedule C of the Monetization Master Agreement.

“Estimated Daily Net Title Product Sales” has the meaning specified in Schedule C of the Monetization Master Agreement.

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“Estimated Included Feedstock Lien Inventory” means the Transaction Parties’ good faith estimate of the Feedstock that they project will be at Included Feedstock Lien Locations as of the Commencement Date.

“Estimated Included Product Lien Inventory” means the Transaction Parties’ good faith estimate of such Products that they project will be at Included Product Lien Locations as of the Commencement Date.

“Estimated Step-In Value” has the meaning specified in Schedule B of the Monetization Master Agreement.

“Estimated Step-Out Index Amount” has the meaning specified in Schedule B of the Monetization Master Agreement.

“Estimated Step-Out Value” has the meaning specified in Schedule Bof the Monetization Master Agreement.

“Estimated Termination Amount” has the meaning specified in Section 17.2(b) of the Monetization Master Agreement.

“Estimated Termination Date Value” has the meaning specified in Schedule R of the Monetization Master Agreement.

“Estimated Yield” has the meaning specified in Section 15.2(e)(i) of the Monetization Master Agreement.

“ET”meanstheprevailingtimeinNewYork,NewYork.

“Event of Default” means an occurrence of the events or circumstances described in Section 16.1(a) of the Monetization Master Agreement.

“Excess Quantity” has the meaning specified in Section 6.3(a) of the Supply and Offtake Agreement.

“Exchanged Confirmations” mean, with respect to an Aron Procurement Contract or Included Purchase Transaction that is confirmed by Aron and the Third Party Supplier or Product Supplier exchanging written confirmations rather than jointly executing a single written confirmation, the written confirmations so exchanged by Aron and such Third Party Supplier or Product Supplier.

“Excluded Accounts” has the meaning specified in the Security Agreement.

“Excluded Disposition” means any Disposition consisting of (a) the sale, lease, license, transfer or other disposition of Property (other than Feedstock and Products) in the ordinary course of such Transaction Party’s business, including Dispositions of such Property in connection with scheduled turnarounds, maintenance, and equipment and facility upgrades, (b) the sale, lease, license, transfer or other disposition of obsolete or worn out property whether now owned or hereafter acquired, (c)any sale, lease, license, transfer or other disposition of Property by any of the Company Entities or their Restricted Subsidiaries to any of the Company Entities or their Restricted Subsidiaries, provided that the Company Entities shall cause to be executed and delivered such documents, instruments and certificates as Aron may reasonably request so as to cause the Company Entities to be in compliance with the terms of Section 15.3(k) of the Monetization Master Agreement after giving effect to such transaction, (d) any Involuntary Disposition by such Transaction Party or in respect of such Transaction Party’s Property, (e)

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any Disposition of Property other than Feedstock and Products by such Transaction Party constituting a Permitted Investment, (f) Dispositions of equipment or real property to the extent that replacement property is acquired substantially contemporaneously with such Disposition, (g) dispositions of vehicles, small equipment, computer hardware and computer software and (h) the sale, lease, license, transfer, pledge or other disposition of any metal or other element, composite or alloy used as, or part of, acatalyst in the operation of the refinery assets of any Transaction Party.

“Excluded Materials”meansanymaterialsotherthanFeedstockorProducts. “Excluded Property” has the meaning specified in the Security Agreement.

“Excluded Step-Out Feedstock and Products” has the meaning specified in Schedule R of the Monetization Master Agreement.

“Excluded Swap Obligation” means, with respect to anyTransaction Party, anySwap Obligation if, and to the extent that, all or a portion of the guarantee of such Transaction Party of, or the grant by such Transaction Party of a security interest to secure, such Swap Obligation (or any guarantee thereof)is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Transaction Party’s failure for any reason to constitute an “eligible contract participant” as defined in the CommodityExchange Act and the regulations thereunder at the time the guarantee of such Transaction Party or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to Aron or other recipient of a payment by a Transaction Party under any Transaction Document (each, a “Recipient”) or required to be withheld or deducted from a payment to Aron or other Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case,

(i) imposed as a result of Aron or other Recipient being organized under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) US federal withholding Taxes imposed on amounts payable to or for the account of Aron or other Recipient under any Transaction Document pursuant to a law in effect (i) on the Commencement Date in the case of Aron, (ii) in the case of another Recipient, on which date such other Recipient acquires an interest in such amounts payable (other than pursuant to an assignment request bya Transaction Partyunder Section 7.14 of the Financing Agreement) or (iii) Aron or other Recipient changes its lending office, (c) any Taxes attributable to Aron’s or other Recipient’s failure to comply with Section 7.13 of the FinancingAgreement, and (d) any US federal withholding Taxes imposed under FATCA.

“Exclusive Entity” means an Unrestricted Subsidiary that would otherwise constitute an MLPSubsidiary but for the fact that it has been designated by Board Resolution of the Board of Directors ofMLP Parent, a copy of which shall have been delivered to Aron, as an entity that shall not be deemed anMLP Subsidiary for purposes of this Agreement.

“Expiration Date”hasthemeaningspecifiedinSection 3.1oftheMonetizationMaster Agreement.

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“Extension Rule” means the final rule promulgated by EPA entitled “Renewable Fuel Standard (RFS) Program: Extension of Compliance and Attest Engagement Reporting Deadlines” published at 87 Fed. Reg. 5696 (February 2, 2022).

“Facilities” has the meaning specified in Section 6.4 of the Storage Facilities Agreement. “FATCA”means(a)Sections1471through1474oftheInternalRevenueCode,effectiveasof

the date hereof (or any amended or successor version that is not materially more onerous to comply with)

and any current or future regulations or official interpretations thereof, (b) any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and (c) any applicable treaty, law,regulation or other official guidance enacted in any other jurisdiction, or relating to an applicable intergovernmental agreement between the U.S. and any other jurisdiction which (in either case)facilitates the implementation of the preceding clauses (a) through (b).

“Federal Funds Effective Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate quoted to Aron on such day on such transactions by financial institutions of recognized national standingselected by Aron.Notwithstanding the foregoing, if the Federal Funds Effective Rate, determined as above, would otherwise be less than zero, then the Federal Funds Effective Rate shall be deemed to be zero for all purposes of the Transaction Documents.

“Fee Letter” means that certain Fee Letter, dated as of the Commencement Date, between Aron and the Transaction Parties and as fromtime to time thereafter amended and/or restated, which identifies itself as the “Fee Letter” for purposes hereof, and pursuant to which the Parties have set forth theamounts for and other terms relating to certain fees payable hereunder.

“Feedstock” means marketable and saleable “Crude” listed on Schedule P of the Monetization Master Agreement, excluding any Sludge.

“Feedstock and Product Inventory” means all Feedstock and Products that are held in the Included Title Locations as of, and owned by any Seller immediately prior to, the Inventory Transfer Time.

“Feedstock Delivery Point” means, with respect to any delivery of Feedstock from an Included Feedstock Title Location, (a) the outlet flange of the Included Company Feedstock Storage Tanks at the Refinery, (b) the outlet flange of an Included Third Party Feedstock Storage Tank and (c) if theFeedstock is transported via an Included Feedstock Title Pipeline, the last permanent flange of such Included Feedstock Title Pipeline, as applicable.

“Feedstock Intake Point” means the (a) in the case of the Included Company Feedstock Storage Tanks,theinletflangeoftheIncludedCompanyFeedstockStorageTanks,(b)inthecaseofanyIncluded Third Party Feedstock Storage Tank, the inlet flange of such Included Third Party Feedstock Storage Tank, and (c) if the Feedstock is transported via an Included Feedstock Title Pipeline, the first permanent flange of such Included Feedstock Title Pipeline.

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“Feedstock Inventory Report” has the meaning as specified in Section 15.2(c)(ii)(A) of the Monetization Master Agreement.

“Feedstock Lien Amount” has the meaning as specified in Section 5.1(a) of the Financing Agreement.

“Feedstock Lien Linefill” means, at any time, the aggregate volume of linefill of Feedstock on the Included Feedstock Lien Pipelines for which a Transaction Party is treated as the exclusive owner by the Included Feedstock Lien Pipelines; provided that such volume shall be determined by using the volumes reported on the daily statements, as applicable, from the Included Feedstock Lien Pipelines.

“Feedstock Lien Storage Tanks” means any of the tanks at Included Feedstock Lien Locations listed on Schedule U of the Monetization Master Agreement.

“Feedstock Price” means the Price applicable to the Index Amount for Feedstock as specified on Schedule B of the Monetization Master Agreement and adjusted pursuant to Schedule K of the Monetization Master Agreement.

“Feedstock Price Adjustment” means the adjustments to the Feedstock Price as determined pursuant to Schedule K of the Monetization Master Agreement.

“Feedstock Procurement Payment” means with respect to a Refinery Procurement Contract, the payment due to a Third Party Supplier thereunder prior to delivery to the applicable Transaction Partyof the Feedstock that is the subject of such Refinery Procurement Contract (and, for the avoidance of doubt, not any other amounts due thereunder), as reflected in the invoice provided by such Third Party Supplier to the applicable Transaction Party with respect to the volume of Feedstock to be delivered thereunder to such Transaction Party.

“Feedstock Title Linefill” means, at any time, the aggregate volume of linefill of Feedstock on the Included Feedstock Title Pipelines for which Aron is treated as the exclusive owner by the Included Feedstock Title Pipelines; provided that such volume shall be determined by using the volumes reported on the monthly or daily statements, as applicable, from the Included Feedstock Title Pipelines.

“FERC Tariff” has the meaning specified in Section 8.3(a) of the Supply and Offtake Agreement. “FILO Loan”hasthemeaning giventosuchterm in the ABL Credit Agreement (as in effect as

oftheCommencementDate).

“Final Rule” means the final rule promulgated by EPA and entitled “Renewable Fuel Standard (RFS) Program: Alternative RIN Retirement Schedule for Small Refineries” published at 87 Fed. Reg. 54158 (September 2, 2022).

“Financing Agreement” has the meaning specified in the recitals to the Monetization Master Agreement.

“Financing Settlement Amount” has the meaning specified in Section 10.2(b) of the Financing Agreement.

“Financing Transactions” means the execution, delivery and performance by each Company Entity of the Transaction Documents to which it is a party, the consummation by each such Company Entityofthetransactionscontemplatedthereby,thecreationoftheLiensinrespectoftheLien

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Documents and the extension of financing under the applicable Transaction Documents and the use ofproceeds thereof.

“First Purchase Feedstock Payables” means, at any time, the aggregate unpaid amount of all obligations of any Company Entity or any Restricted Subsidiary as a “first purchaser” of Hydrocarbons, which is secured by a statutory “first purchaser” Lien created under the laws of any state, including Kansas, Louisiana, Mississippi, Montana, New Mexico, North Dakota, Oklahoma, Tennessee and Texas.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of each Company Entity ending on December 31 of each calendar year.

“Fixed Charges” means, for any period and without duplication, the sum of (a) Consolidated Interest Charges (other than payment-in-kind interest), plus (b) the sum, for the Company Entities and their Restricted Subsidiaries on a consolidated basis, of principal payments on Borrowed Money scheduled to be paid during such period and mandatory prepayments of principal paid during such period (other than principal payments made with the proceeds of an Equity Issuance, incurrence of Indebtedness (other than Indebtedness under the ABL Credit Documents) or Disposition of assets other than Collateral not prohibited by the terms of the ABL Credit Documents, in each case, within ninety (90) days of such issuance, incurrence or Disposition) plus (c) any dividends, distributions or other Restricted Payments (other than Restricted Payments permitted pursuant to Section 15.4(f)(ii), Section 15.4(f)(iii) and Section 15.4(f)(iv)(E) of the Monetization Master Agreement, but only to the extent that such RestrictedPayments do not involve a payment in cash) made by MLPCalumetParent or any other Company Entity or its Restricted Subsidiary or Subsidiary of MLPCalumetParent to the holders or a holder of the Equity Interests of MLPCalumetParent during such period, plus (d) the sum of all management fees and consulting fees made by any Company Entity or Restricted Subsidiary to any Affiliate which is not a Company Entity or Restricted Subsidiary during such period, other than (i) any such payment made for reimbursement of a Company Entity or Restricted Subsidiary expenses which is otherwise included in the calculation of Consolidated Net Income, or (ii) other such payments otherwise included in the calculation of Consolidated Net Income, plus (e) the aggregate amount of any prepayment premiums paid by the Company Entities and their Restricted Subsidiaries during such period in connection with the repayment of Indebtedness, other than in connection with any redemption or repurchase of the Senior SecuredNotes, plus (f) the Refinery Amortization Charges for such period.

“Fixed Charge Coverage Ratio (ABL)” means the “Fixed Charge Coverage Ratio”, as defined in the ABL Credit Agreement as in effect on the CommencementOmnibus Amendment EffectiveDate.

“Fixed Charge Coverage Ratio (Indenture)” means the “Fixed Charge Coverage Ratio”, as defined in the Indenture dated June 27, 2023, regarding the 9.75% Senior Notes Due 2028, amongMLP Parent, Calumet Finance Corp. and Wilmington Trust, National Association, as in effect on the Commencement Date.

“Fixed Holdback” has the meaning specified in Schedule B to the Monetization Master Agreement.

“Flash Title Master Confirmation” means the master confirmation for Flash Title Transactions in the form provided on Schedule B-2 to the Supply and Offtake Agreement.

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“Flash Title Transactions” has the meaning specified in Section 8.4 of the Supply and Offtake Agreement.

“Floor” means a rate of interest equal to 1.00%.

“Force Majeure” means any cause or event reasonably beyond the control of a Party, including fires, earthquakes, lightning, floods, explosions, storms, adverse weather, landslides and other acts of natural calamity or acts of God; navigational accidents or maritime peril; vessel damage or loss; strikes, grievances, actions by or among workers or lock-outs (whether or not such labor difficulty could be settled by acceding to any demands of any such labor group of individuals and whether or not involving employees of the Transaction Parties or Aron); accidents at, closing of, or restrictions upon the use of mooring facilities, docks, ports, pipelines, harbors, railroads or other navigational or transportation mechanisms; disruption or breakdown of, explosions or accidents to wells, storage plants, refineries, terminals, machinery or other facilities; acts of war, hostilities (whether declared or undeclared), civil commotion, embargoes, blockades, terrorism, sabotage or acts of the public enemy; any act or omissionof any Governmental Authority; good faith compliance with any order, request or directive of any Governmental Authority; curtailment, interference, failure or cessation of supplies reasonably beyond the control of a Party; or any other cause reasonably beyond the control of a Party, whether similar or dissimilar to those above and whether foreseeable or unforeseeable, which, by the exercise of due diligence, such Party could not have been able to avoid or overcome.Solely for purposes of this definition, the failure of any Third Party Supplier to deliver Feedstock pursuant to any Aron Procurement Contract, whether as a result of Force Majeure as defined above, “force majeure” as defined in such Aron Procurement Contract, breach of contract by such Third Party Supplier or any other reason, shall constitute an event of Force Majeure for Aron under the Transaction Documents with respect to the quantity of Feedstock subject to such Aron Procurement Contract. The term “Force Majeure” expressly excludes: (a) the loss of any Party’s market or any market conditions for any Feedstock or Products, as applicable, that are unfavorable to either Party, (b) any failure by a Party to apply for, obtain or maintain any Governmental Approval necessary under Applicable Law for the performance of any obligation hereunder, (c) a Party’s failure to perform payment obligations under the Transaction Documents, and (d) a Party’s inability to perform its obligations under any Transaction Documents due to its financial weakness.

“Foreign Plan” means any employee benefit plan or arrangement that principally provides retirement benefits (a) maintained or contributed to by any Company Entity or Subsidiary that is not subject to the laws of the United States; or (b) mandated by a government other than the United States for employees of any Company Entity or Subsidiary.

“Foreign Subsidiary” means a Subsidiary that is organized under the laws of a jurisdiction other than the United States, any State thereof or the District of Columbia.

“Fourth ABL Credit Agreement Amendment” means that certain Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of the Commencement Date, by and among MLP Parent, the Subsidiaries of MLP Parent listed as borrowers thereto, the lenders party thereto and ABL Agent.

“FRB” means the Board of Governors of the Federal Reserve System of the United States. “Freight Forwarder Agreement”meansanagreementamongafreightforwarder,aTransaction

Partyand Aron inthe formofExhibit III to the FinancingAgreement or otherwise informand substance

reasonably satisfactory to Aron.

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“Funding Notice” means a notice substantially in the form of Exhibit IV to the Financing Agreement.

“Funds Flow Memorandum” means that certain flow of funds memo, dated as of the Commencement Date, executed and delivered in connection with the Transactions contemplated to be consummated on the date on the Commencement Date.

“GAAP” means generally accepted accounting principles in the U.S. set out in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board as in effect from time to time.

“GAL”meansU.S.gallons.

“Governmental Approvals” means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities.

“Governmental Authority” means any federal, state, municipal, national, supranational or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with the United States of America, any State thereof or the District of Columbia or a foreign entity or government (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank).

“Guarantee” means as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or havingthe economic effect of guaranteeinganyIndebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease Property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation,

(iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed bysuch Person (or anyright, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien).The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, perfluoroalkyl and polyfluoroalkyl substances, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

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“Hazardous Substances” means any explosive or radioactive substances or wastes and any toxic or hazardous substances, materials or wastes, or contaminants or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances defined or listed as “hazardous substances,” “hazardous materials,” “hazardous wastes” or “toxic substances” (or similarly identified), regulatedunder or forming the basis for liability under any applicable Environmental Law.

“Hedge Agreement”meansanyagreementwithrespecttoanyswap,forward,futureorderivative transaction, or any option or similar agreement, involving, or settled by delivery of or reference to, one or more rates, currencies, commodities, prices of Securities or instruments, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value, or the occurrence or non-occurrenceof an event or condition not within the control of the parties, and any similar transaction or combinationof the foregoing transactions, whether or not documented under a master agreement based on an ISDA Form; provided that no phantom stock, stock option, stock appreciation right or similar plan or right providing for payments only on account of services provided by current or former directors, officers, employees or consultants of any Company Entity shall be a Hedge Agreement.

“Hedge Agreement Collateral” means the “Collateral” as such term is defined in the “Collateral Trust Agreement” as such term is defined in the Hedge Intercreditor Agreement, as such Collateral Trust Agreement is in effect as of April 20, 2016, and without any amendment thereto or modification thereof exceptasmaybeconsentedtobyAgent;provided,however,thatinnoeventshallthe“HedgeAgreement Collateral” include any Collateral.

“Hedge Intercreditor Agreement” means that certain Second Amended and Restated Intercreditor AgreementdatedasofApril20,2016,as amended by that certain Amendment No. 1, dated as of July 31,2020, and that certain Amendment No. 2, dated as of March 8, 2024, among MLP Parent and its Subsidiaries, Wilmington Trust, National Association as “Fixed Asset Collateral Trustee” and Bank of America, N.A., including any joinders thereto or replacement thereof approved by Agent from time to time.

“Historical Financial Statements” means the audited consolidated balance sheets and related audited consolidated statements of operations, stockholders’ equity and cash flows, in each case prepared in accordance with GAAP, of the MLP Parent and its consolidated Subsidiaries for the Fiscal Year ended December 31, 2022.

“Historical Pricing Period” has the meaning specified in Schedule K of the Monetization Master Agreement.

“Hydrocarbons” means Feedstock, Products, intermediate feedstocks, blendstocks, finished and unfinished petroleum products, and other hydrocarbons, including gasoline and diesel fuels.

“Identified Facilities” has the meaning specified in Section 12.4(a) of the Monetization Master Agreement.

“IM Step-Out Liability”means,withrespecttotheSupplyandOfftakeAgreementandthe Step-Out Inventory Sales Agreement, any payments required to be made byanyTransaction Party, upon the termination thereof to repurchase any Feedstock and Products owned by Aron.

“Inactive Tanks” has the meaning specified in Section 7.3(c) of the Monetization Master Agreement.

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“Included Company Feedstock Storage Tanks” means any of the Feedstock storage tanks at the Refinery that are owned (or exclusively leased) and operated by any Transaction Party as further identified and described on Schedule E of the Monetization Master Agreement.

“Included Company Feedstock Title Pipelines” means any of the Feedstock pipelines that are owned (or exclusively leased) and operated by any Transaction Party as further identified and described on Schedule E of the Monetization Master Agreement.

“Included Company Product Tanks” means the Product storage tanks owned (or exclusively leased) and operated by any Transaction Party as further identified and described on Schedule E of the Monetization Master Agreement.

“Included Company Product Title Pipelines” means any of the Products pipelines that are owned (or exclusively leased) and operated by any Transaction Party as further identified and described on Schedule E of the Monetization Master Agreement.

“Included Company Tank” means all Included Tanks other than Included Third Party Tanks. “Included Company Title Pipelines”meansanyIncludedCompanyFeedstockTitlePipelinesand

any Included Company Product Title Pipelines.

“Included Feedstock Lien Inventory”means,asofanydateofdetermination,Feedstockthatis

(a) located at an Included Feedstock Lien Location and (b) qualifies as Eligible Hydrocarbon Inventory.

“Included Feedstock Lien Locations” means, collectively, the Feedstock Lien Storage Tanks and Included Feedstock Lien Pipelines.

“Included Feedstock Lien Pipelines” means the Feedstockpipelines or sections thereof owned or leased by a Transaction Party or by a third party and that are listed on Schedule U of the Monetization Master Agreement.

“Included Feedstock Purchase Transaction” means any transaction entered into by Aron pursuant to Section 4.2 of the Supply and Offtake Agreement (including any Aron Procurement Contract) which provides for the purchase by Aron from a Third Party Supplier of Feedstock.

“Included Feedstock Sales Transaction” means any transaction entered into by Aron at the request of a Transaction Party under Section 2.2 of (and in accordance with the terms of) the Marketing and Sales Agreement, pursuant to which Aron sells Feedstock to a Customer.

“Included Feedstock Title Locations” means, collectively, the Included Company Feedstock Storage Tanks, the Included Third Party Feedstock Storage Tanks and the Included Feedstock Title Pipelines.

“Included Feedstock Title Pipelines” means the Feedstock pipelines or sections thereof owned or leased by a Transaction Party or by a third party that is listed on Schedule U of the Monetization Master Agreement.

“Included Lien Inventory” means, collectively, the Included Feedstock Lien Inventory and Included Product Lien Inventory.

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“Included Lien Locations” means, collectively, the Included Product Lien Locations and the Included Feedstock Lien Locations, subject to Section 2.1(e) of the Monetization Master Agreement.

“Included Locations” means, collectively, the Included Title Locations and the Included Lien Locations.

“Included Product Lien Inventory” means, as of any date of determination, Products that are (a) located at an Included Product Lien Location and (b) qualify as Eligible Hydrocarbon Inventory.

“Included Product Lien Locations” means, collectively, the Product Lien Storage Tanks and Included Product Lien Pipelines.

“Included Product Lien Pipelines” means the Product pipelines or sections thereof that are listed on Schedule U of the Monetization Master Agreement.

“Included Product Pipelines” means Included Product Title Pipelines and Included Product Lien Pipelines.

“Included Product Purchase Transaction” means (a) any transaction entered into by Aron at the request of a Transaction Party under Section 2.3 of (and in accordance with the terms of) the Marketing and Sales Agreement, pursuant to which Aron purchases Products from a third party (a “Product Supplier”), or (b) any transaction with a Transaction Party entered into pursuant to Section 7.1(c)(i) ofthe Supply and Offtake Agreement which provides for the purchase by Aron from such Transaction Party of Products delivered to Aron at the Products Intake Point.

“Included Product Title Locations” means the Included Company Product Tanks, the Included Third Party Product Tanks and the Included Product Title Pipelines.

“Included Product Title Pipelines” means the Product pipelines or sections thereof owned or leased by a Transaction Party or by a third party that is listed on Schedule U of the Monetization Master Agreement.

“Included Product Sales Transaction” means any transaction entered into by Aron at the any transaction entered into by Aron at the request of a Transaction Party under Section 2.2 of (and in accordance with the terms of) the Marketing and Sales Agreement, pursuant to which Aron sells Product to a Customer.

“Included Purchase Transaction” means any Included Feedstock Purchase Transaction and any Included Product Purchase Transaction.

“Included Sales Transaction” means any Included FeedstockSales Transaction and anyIncluded Product Sales Transaction.

“Included Tanks” means the Included Company Feedstock Storage Tanks, Included Third Party Feedstock Storage Tanks, Included Company Product Tanks, Included Third Party Product Tanks, and Feedstock Lien Storage Tanks, as more particularly described on Schedule E or Schedule U of the Monetization Master Agreement, as applicable.

“Included Third Party Feedstock Storage Tanks” means any of the tanks at locations owned by third parties listed on Schedule E of the Monetization Master Agreement, as applicable, and approved by

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AroninaccordancewithSection 2.3oftheMonetizationMasterAgreementthatareusedtostore Feedstock.

“Included Third Party Feedstock Title Pipelines” means any of the pipelines or sections thereof owned by third parties listed on Schedule E or Schedule U of the Monetization Master Agreement, as applicable, and approved byAron in accordance with Section 2.3 of the Monetization Master Agreement that are used to transport Feedstock.

“Included Third Party Locations” means any Included Third Party Tanks, any Included Third Party Title Pipelines and any Included Lien Locations that do not constitute part of the Refinery and Terminal Assets or Storage Facilities.

“Included Third Party Product Tanks” means any of the tanks at locations owned bythird parties listed on Schedule E of the Monetization Master Agreement and approved by Aron in accordance with Section 2.3 of the Monetization Master Agreement that are used to store Products.

“Included Third Party Product Title Pipelines” means any of the pipelines or sections thereof owned by third parties listed on Schedule E of the Monetization Master Agreement and approved by Aron in accordance with Section 2.3 of the Monetization Master Agreement that are used to transport Products.

“Included Third Party Tanks” means any Included Third PartyFeedstockStorage Tanks and any Included Third Party Product Tanks.

“Included Third Party Title Pipelines” means any Included Third PartyFeedstockTitle Pipelines and Included Third Party Product Title Pipelines.

“Included Title Locations” means, collectively, the Included Feedstock Title Locations and the Included Product Title Locations, subject to Section 2.1(e) of the Monetization Master Agreement.

“Included Transaction” means any Included Sales Transaction and any Included Purchase Transaction.

“Incremental Reduction” has the meaning specified in Section 8.9 of the Monetization Master Agreement.

“incur” means to create, incur, assume or, in the case of any Indebtedness, otherwise become liable with respect to such Indebtedness.

“Indebtedness” means with respect to anyPerson, without duplication, (a) all obligations of such Person for Borrowed Money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made (other than trade debt incurred in the OrdinaryCourse of Business and due within six (6) months of the incurrence thereof), (c) all obligations of such Person under conditional sale or other title retention agreements relating to Property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the Ordinary Course of Business), (d) all obligations of such Person issued or assumed as the deferred purchase price of Property or services purchased by suchPerson (other than trade debt incurred in the Ordinary Course of Business and due within six (6) months of the incurrence thereof) which would appear as liabilities on a balance sheet of such Person, (e) all obligationsofsuchPersonundertake-or-payorsimilararrangementsor under commoditiesagreements,

(f)theAttributableIndebtednessofsuchPersonwithrespecttoCapitalLeasesandSyntheticLease

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Obligations, (g) all net obligations of such Person under Swap Contracts, (h) all direct and contingent reimbursement obligations in respect of letters of credit (other than trade letters of credit) and bankers’ acceptances, including, without duplication, all unreimbursed drafts drawn thereunder (less the amountof any cash collateral securing any such letters of credit or and bankers’ acceptances), (i) the principal component or liquidation preference of all Equity Interests issued by a Consolidated Party and which by the terms thereof could at any time prior to the Expiration Date be (at the request of the holders thereofor otherwise) subject to mandatory sinking fund payments, mandatory redemption or other acceleration,

(j) the outstanding principal amount of all payment obligations of such Persons under Securitization Transactions, (k) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceedsof production from, Property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (l) all Guarantees of such Person with respect to Indebtedness of another Person, and (m) the Indebtedness of any partnership or unincorporated joint venture in which suchPerson is a general partner or a joint venturer to the extent such Indebtedness is recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.To the extent that the rights and remedies of the obligee of any Indebtedness are limited to certain property and are otherwise non-recourse to such Person, the amount of such Indebtedness shall be limited to the value of the Person’s interest in such property(valued at the higher of book value or market value as of such date of determination).

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Transaction Party under any Transaction Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indenture Derived Borrowing Base” means, as of any date, the sum of (a) 85% of the fairmarket value of inventories of the MLP Parent and the Restricted Subsidiaries as of the end of the most recentmonthprecedingsuchdateoranymorerecentdateforwhichsuchinformationisavailable,and

(b)90% of the book value of the accounts receivable (net of allowance for credit losses) of the MLP Parent and the Restricted Subsidiaries as of the end of the most recent month preceding such date or any more recent date for which such information is available, in each case calculated on a consolidated basis and on a pro forma basis for any subsequent acquisitions or dispositions of business entities or property and assets constituting a division or line of business of any Person that have been made by the specified Person or any of the Restricted Subsidiaries, including through mergers or consolidations.

“Independent Inspection Company” means a U.S. Customs approved, certified and licensed independent petroleum inspection company.

“Index Amount(s)” means, for any month and with respect to a particular Product Group, the purchase value index, formula or benchmark set forth on and determined in accordance with Schedule B of the Monetization Master Agreement for such month.

“Initial Estimated Yield” has the meaningspecified in Section 2.1(x) of the Monetization Master Agreement.

“Initial Lien Amount” has the meaning specified in Section 5.2(a) of the Financing Agreement. “Insolvency or Liquidation Proceeding” means with respect to any Person:

(a)an involuntary proceeding has been commenced against such Person that such Person be wound up or liquidated, adjudging such Person Bankrupt, insolvent or subject to or seeking reorganization, arrangement, adjustment or other debt relief of or in respect of such Person under

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any Debtor Relief Law or seeking the appointment of a receiver, liquidator, assignee or trustee (or other similar official) of such Person or of any substantial part of its property or other assets or the winding up or liquidation of its affairs, or

(b)the institution by such Person of, or the consent by such Person to the institution of, proceedings to be adjudicated Bankrupt or insolvent or subject to or seeking reorganization, arrangement, adjustment or other debt relief under any Debtor Relief Law or to the appointment of a receiver, liquidator, assignee or trustee (or other similar official) of such Person or of any substantial part of its property or the making by it of a general assignment for the benefit of creditors or such Person shall generally fail to pay its debts as they fall due or an admission by it in writing of its inability or unwillingness to pay its debts generally as they become due or any other event shall have occurred which under any Debtor Relief Law would have an effect substantially similar to any of the events listed above in this clause (b) with respect to such Person or any action is taken by such Person for the purpose of effecting any of the foregoing.

“Inspection Activities” has the meaning specified in Section 10.2 of the Monetization Master Agreement.

“Inspector’s Report” has the meaning set forth in Section 3.1 of the Inventory Sales Agreement. “Intellectual Property”meansallintellectualandsimilarPropertyofaPerson,including

inventions,designs,patents,patentapplications,copyrights,trademarks,servicemarks,tradenames,

trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments or fixations thereof and all related documentation, registrations and franchises; all books andrecordsdescribing orused in connection with the foregoing; and all licenses or other rights to useany of the foregoing.

“Intercreditor Agreement” means the Amended and Restated Intercreditor Acknowledgment Agreement, dated as of the Commencement DateJuly 10, 2024, by and among Aron, MLP Parent,CalumetParent, the Company, Calumet Refining and Bank of America, N.A., as agent.

“Interest Payment Date” means, for any SOFR Advance, the first Monthly True-Up Date that occurs after the making of such SOFR Advance.

“Interest Period” means, with respect to any SOFR Borrowing, the period (a) commencing on the date of such Borrowing and ending on the last day of the calendar month in which such SOFR Borrowing was made and (b) thereafter, commencing on the first day of each calendar month and ending on the last day of such calendar month; provided that (i) if an Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall end on the immediately preceding Business Day, (ii) any Interest Period of one month’s duration that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (iii) below, end on the last Business Day of the next succeeding calendar month of such Interest Period and (iii) notwithstanding anything to the contrary in the Financing Agreement, no Interest Period for a SOFR Borrowing may be extended beyond the Expiration Date.For purposes hereof, the date of a SOFR Borrowing shall initially be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent continuation of such Borrowing; provided, further that, the for the initial Interest Period occurring immediately following the CommencementDate,theInterestPeriodshallcommenceontheCommencementDateandendingonthe last day of the calendar month immediately following the month in which the Commencement Date occurs.

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“Interest Rate Swaps” means Swap Contracts entered into for the purpose of protecting any Company Entity or Restricted Subsidiary from fluctuations in interest rates and not for speculative purposes.

“Interim Lien Settlement” has the meaning specified in Section 8.1(c) of the MonetizationMaster Agreement.

“Interim Payment” has the meaning specified in Schedule C of the Monetization Master Agreement.

“Interim Title Settlement” has the meaning specified in Schedule C of the Monetization Master Agreement.

“Internal Revenue Code”meanstheU.S.InternalRevenueCodeof1986,asamended. “Inventory” has the meaning specified in the UCC.

“Inventory Advance” means any advance made to anyTransaction Party in respect of Feedstock or Products by Aron in connection with the Financing Agreement.

“Inventory Advance Rate” has the meaning specified in Schedule B of the Monetization Master Agreement.

“Inventory Measurement Time” means 00:00:01 a.m., CT, on the Commencement Date. “Inventory Sales Agreement”meanstheInventorySalesAgreement,informandinsubstance

mutuallyagreeabletotheParties,datedasoftheCommencementDate,amongtheSellersandAron,

pursuant to which each of the Sellers is selling and transferring to Aron the Commencement Date Volumes for the Commencement Date Value related thereto, free and clear of all Liens, other than Permitted S&O Liens.

“Inventory Structuring Counterparty”meanseachcounterpartytoanInventoryStructuring Transaction.

“Inventory Structuring Subsidiary”meansSubsidiary,otherthantheCompanyorCalumet Refining, at any time that it is party to an Inventory Structuring Transaction.

“Inventory Structuring Transaction Documents” means each of the agreements or instrumentsentered into in connection with a Permitted Inventory Structuring Transaction.

“Inventory Structuring Transactions” means one or more transactions or series of transactions entered into by an Inventory Structuring Subsidiary pursuant to which one or more Inventory Structuring Counterparties supplies, or agrees to supply, to one or more Inventory Structuring Subsidiaries Inventory of a type that are used or produced in the ordinary course of business of such Subsidiaries, including without limitation, such transactions that include sales by an Inventory Structuring Subsidiary of similar Inventory to such Inventory Structuring Counterparties and later purchases (or options to purchase) by an InventoryStructuringSubsidiaryofsimilarInventorytosuchInventoryStructuringCounterpartiesand/or their affiliates, and which may include loans or other extensions of credit from time to time outstanding madebyanInventoryStructuringCounterpartytoanInventoryStructuringSubsidiaryinconnectionwith an Inventory Structuring Transaction, and including the provision by Inventory StructuringCounterparties of storage and other related services or the leasing by Inventory StructuringCounterparties of related storage facilities; provided, that, for all purposes of the Transaction Documents,

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neither the Transaction Documents nor any of the transaction contemplated thereby shall constitute anInventory Structuring Transaction.

“Inventory Transfer Time”means00:00:01a.m.,CT,ontheCommencementDate.

“Investment” means in any Person, means (a) any Acquisition of such Person or its Property, (b) any other acquisition of Equity Interests, bonds, notes, debentures, partnership, joint ventures or other ownership interests or other securities of such other Person, (c) any deposit with, or advance, loan orother extension of credit to, such Person (other than deposits made in connection with the purchase of equipment inventory and supplies in the Ordinary Course of Business) or (d) any other capital contribution to or investment in such Person, including any Guarantee incurred for the benefit of such Person and any Disposition to such Person for consideration less than the fair market value of theProperty disposed in such transaction, but excluding any Restricted Payment to such Person.Investments which are capital contributions or purchases of Equity Interests which have a right to participate in the profits of the issuer thereof shall be valued at the amount (or, in the case of any Investment made with Property other than cash, the book value of such Property) actually contributed or paid (including cashand non-cash consideration and any assumption of Indebtedness) to purchase such Equity Interests as of the date of such contribution or payment.Investments which are loans, advances, extensions of credit or Guarantees shall be valued at the principal amount of such loan, advance or extension of credit outstanding as of the date of determination or, as applicable, the principal amount of the loan or advance outstanding as of the date of determination actually guaranteed by such Guarantees.If MLPCalumetParent or any Restricted Subsidiary of MLPCalumetParent sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of MLPCalumetParent such that, after giving effect to any such sale or Disposition, such Person is no longer a Restricted Subsidiary of MLPCalumetParent, then MLPCalumetParent will be deemed to have made an Investment on the date of any suchsale or Disposition in an amount equal to the fair market value of the Equity Interests of such former Restricted Subsidiary not sold or otherwise disposed of (with the fair market value of any suchInvestment determined reasonably and in good faith, in the case of amounts less than $35,000,000, by an officer of Calumet GP and, in the case of amounts equal to or greater than $35,000,000, by the Board of Directors of MLPCalumetParent).

“Investment Grade Rating” means a rating of BBB- or better from Standard & Poor’s or Fitch, Inc., or Baa3 or better fromMoody’s Investors Service, Inc., or any such from any successor or assignee of any of the foregoing companies.

“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking, eminent domain proceeding, or other governmental or quasi-governmental acquisition or conveyance in lieu thereof for public or quasi-public use of, any Property of MLPCalumetParent or any Restricted Subsidiary.

“IRS”meanstheUnitedStatesInternalRevenue Service.

“ISDA Definitions”meansthe2021ISDAInterestRateDerivativesDefinitionspublishedbythe International Swaps and Derivatives Association, Inc. (includingall appendices thereto and the Matrices, as defined therein), as in effect on the Commencement Date.

“ISDA Form” means the ISDA2002MasterAgreement,as publishedbytheInternationalSwaps and Derivatives Association, Inc.

“ISDA Master Agreement” means any ISDA Master Agreement promulgated as such by the InternationalSwapsandDerivativesAssociationfromtimetotimeandenteredintobetweenany

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Transaction Party or any of its Affiliates and Aron, including all schedules, annexes and exhibits thereto and all confirmations from time to time issued thereunder and subject thereto, as amended,supplemented, restated or otherwise modified time to time.

“ISDA Master Agreement Termination Event” means, with respect to a party, any “Event of Default” under the ISDA Master Agreement with respect to such party or any “Additional Termination Event” under the ISDA Master Agreement for which such party is the sole Affected Party thereunder.

“ISDA Master Early Termination Amount” means the Early Termination Amount as defined in and calculated in accordance with Section 6(e) of the ISDA Master Agreement.

“ISDA U.S. Protocol” has the meaning specified in Section 12.6(c) of the Supply and Offtake Agreement.

“J. Aron Property” means all volumes of Feedstockand Products Aron owns and mayfromtime to time acquire and own, including all volumes of Feedstock and Products owned by Aron and held in any of the Included Title Locations.

“Joint Venture” means any Person that is not a direct or indirect Subsidiary of MLPCalumetParent in which MLPCalumetParent or any of its Restricted Subsidiaries makes any Investment.

“Judicial Remand” means, in the event that any Company Entity appeals any denial by the EPA of its SRE Petition for any applicable Compliance Year, the rendering of a judgment or order by a court of competent jurisdiction that remands to the EPA or any other applicable Governmental Authority for reconsideration of such SRE Petition.

“Liabilities” means any losses, liabilities, charges, damages, deficiencies, assessments, interests, fines, penalties, costs and expenses (collectively, “Costs”) of any kind (including reasonable attorneys’ fees and other fees, court costs and other disbursements), including any Costs directly or indirectlyarising out of or related to any suit, proceeding, judgment, settlement or judicial or administrative order.

“License” means any license or agreement under which a Company Entity or its Restricted Subsidiary is authorized to use Intellectual Property in connection with any manufacture, marketing, distribution or disposition of Collateral, any use of Property or any other conduct of its business.

“Licensed Premises” means certain real property located in or near any Refinery and Terminal Assets or any Included Title Locations owned by any Transaction Party, together with all facilities, pumps, valves, fittings, fixtures, gauges and meters, and other equipment connected therewith or located thereon, and all easements, rights-of-way, permits, licenses and other interests in real estate over which the same may run, in each case held by any Transaction Party, together with the right to operate the same.

“Lien” means any lien, mortgage, pledge, assignment, security interest, hypothecation, charge or encumbrance of anykind (includinganyconditional sale or other title retention agreement, and anylease or license in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing.

“Lien Amount”hasthemeaningspecifiedinSection 5.1(b)oftheFinancingAgreement.

“Lien Documents” means the Security Agreement, each Bailee’s Letter, each Carrier Notice, each Freight Forwarder Agreement, each Customs Broker Agreement and any other instruments, documents and agreements delivered by or on behalf of any Transaction Party and its Affiliates in order togranttoandperfectinfavorofAronasecurityinterestinandLienonCollateralofanyTransaction

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Party and its Affiliates (subject to customary exclusions acceptable to Aron) as security for the Secured Obligations.

“Long-Term Indebtedness” means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

“Macquarie” means Macquarie Energy North America Trading Inc., a Delaware corporation. “Macquarie Payoff Letter”meansthatcertainPayoffLetter,datedasoftheCommencement

Date,byandamongMacquarieandtheCompanyEntities.

“Macquarie S&O Agreement” means Supply and Offtake Agreement, dated as of June 19, 2017, by and between Macquarie Energy North America Trading Inc., Calumet Shreveport Fuels, LLC and Calumet Shreveport Lubricants & Waxes, LLC, as amended by that certain First Amendment to Supply and Offtake Agreement, dated as of March 28, 2018, as further amended by that certain Second Amendment to Supply and Offtake Agreement, dated as of December 21, 2018, as further amended by that certain Third Amendment to Supply and Offtake Agreement, dated as of May 9, 2019, as further amended by that certain Fourth Amendment to Supply and Offtake Agreement, dated as of February 12, 2021, as further amended by that certain Fifth Amendment to Supply and Offtake Agreement, dated as of June 30, 2022, as further amended by that certain Sixth Amendment to Supply and Offtake Agreement, dated as of November 2, 2022, as further amended by that certain Seventh Amendment to Supply and Offtake Agreement, dated as of December 30, 2022, as further amended by that certain Eighth Amendment to Supply and Offtake Agreement, dated as of March 30, 2023, as further amended by that certain Ninth Amendment to Supply and Offtake Agreement, dated as of December 18, 2023 and as further amended by that certain Tenth Amendment to Supply and Offtake Agreement, dated as of January 16, 2024.

“Macquarie Transaction Documents” means the “Transaction Documents” as defined in the Macquarie S&O Agreement.

“Mandatory Roll Differential” has the meaning specified in Schedule B of the Monetization Master Agreement.

“Mandatory Roll Volume” has the meaning specified in Schedule Y of the Monetization Master Agreement.

“Market Structure Roll Pass-Through” has the meaning specified in Schedule C of the Monetization Master Agreement.

“Marketing and Sales Agreement” means the products marketing and sales agreement, dated asof the Commencement Date, among the Transaction Parties and Aron pursuant to which the Product purchased by Aron hereunder shall from time to time be marketed and sold by the Transaction Parties for Aron’s account or otherwise.

“Master Agreement Guaranty” means any guaranty agreement, by any Transaction Parties in favor of Aron, in respect of any Transaction Party’s obligations under the ISDA Master Agreement.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Company Entities and their Restricted Subsidiaries taken as a whole; (b) a material impairmentoftheabilityofanyCompanyEntitytoperformitsobligationsunderanyTransaction

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Document to which it is a party; (c) a material adverse effect upon the legality, validity, bindingeffect or enforceability against any Company Entity of any Transaction Document to which it is a party or (d) a material adverse effect on the rights, remedies and benefits available to, or conferred upon, the Parties under the Transaction Documents, taken as a whole.

“Material Contract Cure Event” means, at any time, with respect to any agreement thatconstitutes a Specified Material Contract, the Transaction Parties have (a) (i) paid Aron in full for any Barrels of Feedstock and Products at Included Title Locations that are subject to such Base Agreement, if applicable, and (ii) prepaid any Advances relating to Barrels of Feedstock and Products at Included Lien Locations that are subject to such Base Agreement in accordance with the terms of the Financing Agreement, if applicable, and (b) notified Aron in writing of the Transaction Parties’ desire to removeany Included Locations that are subject to such Specified Material Contract from being Included Locations in accordance with the terms of the Transaction Documents.

“Material Contracts” means (a) each Base Agreement and any other applicable storage, transportation or services agreement underlying any Bailee’s Letter, Carrier Notice, Freight Forwarder Agreement, or any Customs Broker Agreement that (i) requires any Transaction Party to pay amounts in the aggregate under such agreement that are greater than $2,000,000 per year or (ii) contemplates the storage of more than 100,000 Barrels or the movement or handling of more than 100,000 Barrels per month of any Feedstock and Products, individually or in the aggregate, (b) the Brown Station Leases, (c) the Stonebriar Lease, (d) the Enterprise Agreement, (e) each other agreement set forth on Schedule CC of the Monetization Master Agreement, and (f) any other agreement, contract or document (other than any ABL Credit Documents, Bond Documents or any other agreement, document or instrument governing or evidencing, or providing for Liens or security interests securing, any Indebtedness) that (i) obligates any Transaction Party (individually or collectively) to make payments (including without limitation as aresultofanyterminationorbreachthereofbyanypartythereto)inanaggregateamountgreaterthan

$25,000,000 in any Fiscal Year and (ii) pertains to the Refinery, any other Refinery and Terminal Assets or the transactions contemplated under the Transaction Documents; provided, that, upon the consummation of a Material Contract Cure Event, the Material Contract that is subject of such Material Contract Cure Event shall no longer be a Material Contract for purposes of the Transaction Documents.

“Maximum Inventory Level” means the maximum amount of inventory at any time for each Product Group, as set forth on Schedule D of the Monetization Master Agreement.

“Measured Feedstock Quantity” means, for any Delivery Date, the total quantity of Feedstock that, during such Delivery Date, was withdrawn and lifted by and delivered to a Transaction Party at the FeedstockDeliveryPoint,asevidencedbyeithermeterreadingsforthatDeliveryDateandtankgaugings conducted at the beginning and end of such Delivery Date.

“Measured Product Quantity” means, for any Delivery Date, the total quantity of a particular Product that, during such Delivery Date, was delivered by a Transaction Party to Aron at the Products Intake Point, as evidenced by either (a) meter readings for that Delivery Date or (b) tank gaugings conducted at the beginning and end of such Delivery Date.

“Minimum Notional Value” has the meaning specified in the Fee Letter.

“MLP” means a limited partnership with one or more classes of securities registered under theSecurities Act of 1933, as amended, (a) in which a Company Entity or one or more of its RestrictedSubsidiarieshasdirectorindirectownershipinterest,(b)whosegeneralpartnerisControlleddirectlyor

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indirectlybyaCompanyEntityoritsRestrictedSubsidiary,and(c)thatisengagedinabusinessthatgenerates “qualifying income” within the meaning of Section 7704(d) of the Code.

“MLP Credit Facility”meansacreditfacilityenteredintobyanMLPoroneormoreMLPSubsidiaries (other than MLP Holdco) as borrowers.

“MLP GPParent”meansthegeneralpartnerofanMLPCalumet Specialty Products Partners,L.P., a Delaware limited partnership.

“MLP General Partner” means Calumet GP, or anyother Person actingin the capacityas generalpartner of MLP Parent.

“MLP Holdco”meansaSubsidiaryofanObligorthatownsalloftheoutstandingEquityInterests of an MLP GP and certain Equity Interests of an MLP but no other material assets.

“MLPParent” has the meaning specified inthe preamble to the Monetization Master Agreement.

“MLP Parent Guaranty”meansthatcertainAmended and Restated Guaranty,datedasoftheCommencement Date, by theJuly 10, 2024, by Calumet Parent andMLP Parent in favor of Aron.

“MLP Partnership Agreement” means the partnership agreement of MLP Parent, including allamendments thereto.

“MLP Subsidiary” means (a) an Unrestricted Subsidiary of a Company Entity or its RestrictedSubsidiary that is itself an MLP, an MLP GP or an MLP Holdco and has not been designated as anExclusive Entity, and (b) each Subsidiary of the entities described in clause (a) preceding.

“Monetization Master Agreement”meansthis Agreement.

“Monthly Average Daily Product Group Inventory” has the meaning specified in Schedule C of the Monetization Master Agreement.

“Monthly Cash Settlement” has the meaningspecified in Schedule C of the Monetization Master Agreement.

“Monthly Cover Costs”hasthemeaningspecifiedinSection 6.1oftheSupplyandOfftake Agreement.

“Monthly Feedstock Forecast”hasthemeaningspecifiedinSection 15.2(a)(i)(C)ofthe Monetization Master Agreement.

“Monthly Intermediation Fee Amount”hasthemeaningspecifiedinSchedule Cofthe Monetization Master Agreement.

“Monthly Product Estimate” has the meaning specified in Section 15.2(a)(ii) of the Monetization Master Agreement.

“Monthly Product Fee Amount”has the meaning specified in Schedule C of the MonetizationMaster Agreement.

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“Monthly True-Up Amount” has the meaning specified in Section 8.2(a) of the Monetization Master Agreement.

“Monthly True-Up Date” means each date on which the Monthly True-Up Amount is due under the Monetization Master Agreement, in accordance with the terms thereof.

“Moody’s”meansMoody’sInvestorsService,Inc.andanysuccessorthereto.

“Multiemployer Plan”meansany“multiemployerplan”(asdefinedinSection3(37)ofERISA)

(a)thatissubjecttoTitleIVofERISAand(b)towhichanyCompanyEntityoranyERISAAffiliate contributes.

“Nomination Cutoff Date” means, with respect to any Aron Procurement Contract, the date and time (if any) bywhich Aron is required to provide its nominations to the Third PartySupplier thereunder for the next monthly delivery period for which nominations are then due or can then be made.

“Non-Affected Party” has the meaning specified in Section 10.1 of the Supply and Offtake Agreement.

“Non-Defaulting Party” has the meaningspecified in Section 16.2(a) of the Monetization Master Agreement.

“Non-Income Tax” means all sales, use, gross receipts, value added, severance, ad valorem, excise, property, spill, environmental, transaction-based, or similar taxes, duties and fees, howsoever designated regardless of the taxing authority, and all penalties and interest thereon.

“Non-Recourse Indebtedness” means Indebtedness: (a) as to which neither MLPCalumetParent nor any of its Restricted Subsidiaries (i) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (ii) is directly or indirectly liable as a guarantor or otherwise; (b) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permitupon notice, lapse of time or both any holder of any other Indebtedness (other than the Secured Obligations) of MLPCalumetParent or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its stated maturity; and (c) as to which the lenders on such Indebtedness do not have any recourse to the Equity Interests or assets of MLPCalumetParent or any of its Restricted Subsidiaries except as contemplated by Section 15.4(a)(xxiv) of the Monetization Master Agreement.For purposes of determining compliance with Section 15.4 of the Monetization Master Agreement, in the event that any Non-RecourseIndebtednessofanyUnrestrictedSubsidiaryofMLPCalumetParentceasestobe Non-Recourse Indebtedness of such Unrestricted Subsidiary on any date, such event will be deemed to constituteanincurrence onsuchdate ofIndebtednessby aRestrictedSubsidiary of MLPCalumetParent.

“NSV” means, with respect to any measurement of volume, the total liquid volume, excludingsediment and water and free water, corrected for the observed temperature to 60° F.

“OFAC”meanstheOfficeofForeignAssetsControloftheUnitedStatesDepartmentofthe Treasury.

“Omnibus Amendment Agreement” means that certain Omnibus Amendment Agreement, datedas of July 10, 2024, by and among Aron, the Transaction Parties, MLP Parent and Calumet Parent.

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“Omnibus Amendment Effective Date” has the meaning ascribed to the term “OmnibusAmendment Effective Date” in the Omnibus Amendment Agreement.

“Operating Lease” means, as applied to any Person, (a) an operating lease under GAAP, (b) any lease that was treated as an operating lease under GAAP at the time it was entered into that later becomes a Capital Lease as a result of a change in GAAP during the life of such lease, including any renewals thereof, and (c) any lease entered into after the Commencement Date that would have been considered as operating lease under GAAP as in effect as of December 31, 2022, in each case, other than any such lease in which that Person is the lessor.

“Ordinary Course of Business” means, with respect to any Person, the ordinary course of business of such Person, consistent with past practices, and reasonable extensions thereof, undertaken in good faith.

“Organizational Documents” means (a) with respect to any corporation or company, itscertificate or articles of incorporation, organization or association, as amended, and its bylaws, as amended, (b) with respect to any limited partnership, its certificate or declaration of limited partnership, as amended, and its partnership agreement, as amended, (c) with respect to any general partnership, its partnership agreement, as amended, and (d) with respect to any limited liability company, its certificateof formation or articles of organization, as amended, and its operating agreement, as amended.In the event any term or condition of any of Transaction Documents requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

“Other Barrels” has the meaning specified in Section 4.2(f)(ii) of the Supply and Offtake Agreement.

“Other Connection Taxes” means, with respect to Aron or other Recipient, Taxes imposed as a result of a present or former connection between Aron or other Recipient and the jurisdiction imposing such Tax (other than connections arising from Aron or other Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced the Financing Agreement, or sold or assigned an interest in any Credit Extension or the Financing Agreement).

“Other Product Barrels” has the meaning specified in Section 7.1(c)(ii) of the Supply and Offtake Agreement.

“Other Taxes” means any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from anypayment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, the Financing Agreement, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment pursuant to Section 7.14 of the Financing Agreement).

“Participant Register” has the meaning specified in Section 23.3(a) of the Monetization Master Agreement.

“Party”or “Parties”has the meaningspecified inthe preamble toeach Covered Agreement.

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“PATRIOT Act” means the Uniting and Strengthening America byProvidingAppropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

“PBGC”meansthe PensionBenefitGuaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsoredor maintained by any Company Entity or its Restricted Subsidiary or any ERISA Affiliate or to whichany Company Entity or its Restricted Subsidiary or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.

“Permitted Accounts Transaction” means a sale by a Company Entity or its Restricted Subsidiary of Accounts of such Company Entity or its Restricted Subsidiary, subject to the requirements of and as defined in Section 15.4(e)(iv) of the Monetization Master Agreement.

“Permitted Acquisition”meansanAcquisitionpermittedpursuanttothetermsof Section 15.4(b)(viii) or Section 15.4(b)(xi) of the Monetization Master Agreement.

“Permitted Inventory Structuring Transaction” has the meaning specified in Section 15.4(n) of the Monetization Master Agreement.

“Permitted Investments” has the meaning specified in Section 15.4(b) of the Monetization Master Agreement.

“Permitted Lien” means Liens in respect of Property of a Company Entity or its Subsidiary permitted to exist pursuant to the terms of Section 15.4(a) of the Monetization Master Agreement.

“Permitted S&O Liens” means: (a) Liens created in favor of Aron under the Lien Documents, (b) LiensforTaxes,assessments,governmentalchargesorlevies,orclaimsnotyetdelinquentorthe non-payment of which is being diligently contested in good faith by appropriate proceedings and, in each case, for which adequate reserves have been made in accordance with GAAP; (c) Liens of mechanics, laborers, suppliers, workers, materialmen, and other similar Liens incurred in the ordinary course of business for sums not yet due or being diligently contested in good faith, if such reserve or appropriate provision, if any, as shall be required by GAAP shall have been made therefore; (d) Liens securing rental, storage, throughput, transportation, handling or other similar fees or charges owing from time to time to carriers, bailees, transporters, pipelines or warehousemen, solely to the extent of such fees or charges; (e) first purchaser Liens in favor of the producer at the wellhead, which arise in the ordinary course of business as a matter of law and are discharged upon payment for the Hydrocarbons produced and (f) except in the case of any sale or transfer of Feedstock or Products by and Transaction Party to Aron,Liens (1) incurred in the ordinary course of business in connection with the purchase or shipping ofgoods or assets (or the related assets and proceeds thereof), which Liens arise by operation of law infavorofthesellerorshipperofsuchgoods or assets, only attach to such goods or assets and cease to be in effect upon payment in full of the purchase price for such goods or assets, and (2) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods.

“Person” means anynatural person, corporation, limited partnership, general partnership, limited liabilitycompany, limited liability partnership, joint stockcompany, joint venture, association, company,

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trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any Governmental Authority.

“Pipeline Cutoff Date” means, with respect to any Included Feedstock Title Pipeline or any Included Product Title Pipeline, the date and time by which a shipper thereon is required to provide its nominations to the Person that schedules and tracks Feedstock or Products, as applicable, in such Included Feedstock Title Pipeline or Included Product Title Pipeline, as applicable, for the next shipment period for which nominations are then due.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Company Entity or its Restricted Subsidiary or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Price Adjustment Change Cashflow” has the meaning specified in Schedule C of the Monetization Master Agreement.

“Price Adjustment Month” has the meaning specified in Section 5.4(d) of the Monetization Master Agreement.

“Prices” means, for each applicable month and for each applicable Product Group, the amount added to such Index Amount that corresponds to such Product Group to determine the per Barrel amount applicable to such Feedstock or Products for purchases and sales or Advances and repayments between Aron and the Transaction Parties under the Transaction Documents, which is a positive number.The Prices applicable during the Term shall be as set forth on Schedule B of the Monetization Master Agreement and as may be adjusted fromtime to time pursuant to Section 5.4 of the Monetization Master Agreement.

“Pro Forma Basis” has the meaning provided in the ABL Credit Agreement as in effect on the CommencementOmnibus Amendment EffectiveDate.

“Procurement Contract” means any Aron Procurement Contract or Refinery Procurement Contract, or such other contract to the extent the Parties mutually deem such contract to be aProcurement Contract for purposes hereof.

“Procurement Contract Assignment” means an instrument, in form and substance reasonably satisfactory to Aron, by which a Transaction Party assigns to Aron all rights and obligations under a Refinery Procurement Contract and Aron assumes such rights and obligations thereunder, subject toterms reasonably satisfactory to Aron providing for the automatic reassignment thereof to such Transaction Party in connection with the termination of the Supply and Offtake Agreement.

“Procurement Due Date” means, with respect to a Refinery Procurement Contract, the date on which the Feedstock Procurement Payment under such Refinery Procurement Contract is due to be paid, which date shall occur prior to the delivery date under such Refinery Procurement Contract (unless otherwise expressly agreed by Aron).

“Product” means any of the Hydrocarbon products listed on Schedule P of the Monetization Master Agreement that satisfy the applicable specifications for such Hydrocarbon product set forth on Schedule A of the Monetization Master Agreement.

“Product Group” means a group of Feedstock or a group of Products, as applicable, as specified on Schedule D of the Monetization Master Agreement.

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“Product Lien Amount” has the meaning specified in Section 5.1(b) of the Financing Agreement. “Product Lien Linefill”means,atanytimeandforanygradeofProduct,theaggregatevolumeof

linefill of that Product on the Included Product Lien Pipelines for which a Transaction Party is treated as the exclusive owner by the Included Product Lien Pipelines; provided that such volume shall be determined by using the volumes reported on the monthly or daily statements, as applicable, from the Included Product Lien Pipelines.

“Product Lien Storage Tanks” means any of the tanks at Included Product Lien Locations listed on Schedule U of the Monetization Master Agreement.

“Product Price” means any Prices applicable to an Index Amount, except for the Index Amount for Feedstock, as shall be set forth on Schedule B of the Monetization Master Agreement and as may be adjusted from time to time pursuant to Section 5.4 of the Monetization Master Agreement.

“Product Price Adjustment” means the adjustments to the Product Price as determined pursuant to Schedule K of the Monetization Master Agreement.

“Product Procurement Fee” has the meaning specified in the Marketing and Sales Agreement. “Product Sales Fee”hasthemeaningspecifiedintheMarketingandSalesAgreementand

payable in accordance with Article 8 to the Monetization Master Agreement.

“Product Supplier” has the meaning specified in the definition of “Included Purchase Transaction”.

“Product Title Linefill”means,atanytimeandforanygradeofProduct,theaggregatevolumeof linefill of that Product on the Included Product Title Pipelines for which Aron is treated as the exclusive owner by the Included Product Title Pipelines; provided that such volume shall be determined by using the volumes reported on the monthly or daily statements, as applicable, from the Included Product Title Pipelines.

“Products Delivery Point” means, with respect to any delivery of Product from an Included Product Title Location, (a) the outlet flange of the Included Company Product Tanks at the Refinery, (b) the outlet flange of an Included Third Party Product Tank and (c) if the Product is transported via an Included Product Title Pipeline, the last permanent flange of such Included Product Title Pipeline, as applicable.

“Products Intake Point” means (a) in the case of the Included Company Product Tanks, the inlet flange of the Included Company Product Tanks, (b) in the case of any Included Third Party ProductTank, the inlet flange of such Included Third Party Product Tank and (c) if the Product is transported via an Included Product Title Pipeline, the first permanent flange of such Included Product Title Pipeline.

“Products Inventory Report” has the meaning as specified in Section 15.2(c)(ii) of the Monetization Master Agreement.

“Products Offtake Point” means the delivery point at which Aron transfers title to Products in accordance with sales transactions executed pursuant to the Marketing and Sales Agreement.

“Projected Inventory” has the meaning set forth in Section 4.1.1 of the Inventory Sales Agreement.

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“Projected Monthly Production Volume” has the meaning specified in Section 5.3(a) of the Monetization Master Agreement.

“Projected Monthly Run Volume” has the meaning specified in Section 5.2(a) of the Monetization Master Agreement.

“Projected Step-Out Inventory” has the meaning specified in Schedule R of the Monetization Master Agreement.

“Projections” means the projections of the Transaction Parties for each Fiscal Quarter of Fiscal Year 2024 and for each Fiscal Year thereafter through the Term heretofore provided to Aron.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Provisional Group Price Adjustment Interim Amount” has the meaningspecified in Schedule C of the Monetization Master Agreement.

“Provisional Quantity Change Settlement” has the meaning specified in Schedule C of the Monetization Master Agreement.

“Purchase Value Adjustment” has the meaning set forth in Section 4.4 of the Inventory Sales Agreement.

“Qualifying Owners” means, collectively, any of the owners of Calumet GP as of the Commencement Date and their respective Affiliates, and the trustees, beneficiaries or the heirs or family membersofanyoftheforegoing,includingTheHeritageGroup,IrrevocableIntervivosTrustNo.

12.27.73 for the Benefit of Fred Mehlert Fehsenfeld, Jr. and his issue, dated December 18, 2012 and Maggie Fehsenfeld Trust No. 106 12.30.74 for the Benefit of Fred Mehlert Fehsenfeld, Jr. and his issue, dated December 18, 2012.

“Real Estate” means, at any time, a collective reference to each of the facilities and real Properties owned, leased or operated by MLPCalumetParent and the Restricted Subsidiaries at suchtime.

“Realized Historical Diesel Index Average” has the meaning specified on Schedule K of the Monetization Master Agreement.

“Realized Historical Sales Data” has the meaning specified on Schedule K of the Monetization Master Agreement.

“Recipient” has meaning specified in the definition of “Excluded Taxes”.

“Red River Pipeline” means that certain pipeline system commonly known as the “Red River Pipeline”, including from Cushing Oklahoma to Longview, Texas whether or not owned by Plains All America Red River Pipeline, L.P., connecting Cushing, Oklahoma to Longview, Texas, and that certain pipeline system, whether or not operated by a subsidiary of Plains All American Pipeline, L.P., that connects to the Caddo Pipeline which connects to the Brown Station storage facility located at 5300 Enron Road, Shreveport, Louisiana, 71118.

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“Red River Terminal” means that certain terminal of the Red River Pipeline located at 10911 Hwy 1 South, Shreveport, LA 71115-8561.

“Reference Contract” has the meaning specified on Schedule K of the Monetization Master Agreement.

“Reference Contract Average” has the meaning specified on Schedule K of the Monetization Master Agreement.

“Reference Time” with respect to any determination of the Benchmark means the time determined by Aron in accordance with the Benchmark Replacement Conforming Changes.

“Refinancing Indebtedness” has the meaning specified in Section 15.4(c)(ii) of the Monetization Master Agreement.

“Refinery” has the meaning specified in the recitals to the Monetization Master Agreement. “Refinery and Terminal Assets”means(a)theRefinery,(b)allotherterminalsandstorage,

loadingandoffloadingfacilitiesowned(orexclusivelyleased)byanyTransactionParty,including

without limitation the Included Title Locations owned (or exclusively leased) by any Transaction Party, the Stonebriar Refinery Assets and all Storage Facilities located on Brown Station, (c) Brown Station and

(d) all other real property, fixtures, infrastructure and other physical assets owned by any Transaction Party that are necessary or related to the ownership, operation and maintenance of each of the foregoing, including any piping, truck facilities and other delivery and loading facilities related thereto, all pipelines and related or associated facilities and infrastructure, in each case, together with all modifications or additions thereto.

“Refinery Amortization Charge” has the meaning provided in the ABL Credit Agreement as in effect on the Commencement Date.

“Refinery Asset Borrowing Base Component” has the meaning provided in the ABL Credit Agreement as in effect on the Commencement Date.

“Refinery Facilities” means (a) all the facilities located at the Refinery, including the Stonebriar Refinery Assets, and (b) any associated or adjacent facility used by the Transaction Parties to carry out the terms of the Monetization Master Agreement, excluding, however, the Feedstock receiving and Products delivery facilities, pipelines, tanks and associated facilities which constitute the Storage Facilities.

“Refinery Feedstock Purchase Fee” has the meaning specified in Schedule Cof the Monetization Master Agreement.

“Refinery Feedstock Purchase Fee Price” has the meaning specified in the Fee Letter.

“Refinery Procured Barrels” has the meaning specified in Section 4.2(g)(i) of the Supply and Offtake Agreement.

“Refinery Procured Product Barrels” has the meaning specified in Section 7.1(c)(i) of the Supply and Offtake Agreement.

“Refinery Procurement Contract” means a procurement contract entered into by a Transaction PartywithanythirdpartysellerforthepurchasebysuchTransactionPartyofFeedstock,which

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FeedstockistoberesoldbysuchTransactionPartytoAronatthetimesuchFeedstockpassesthe Feedstock Intake Point.

“Refinery Product Contract” means a procurement contract entered into by a Transaction Party with any third party seller for the purchase by such Transaction Party of Product, which Product is to be resold by such Transaction Party to Aron at the time such Product passes the Products Intake Point.

“Regulatory Event” has the meaning specified in Section 7.4 of the Monetization Master Agreement.

“Regulatory Event Notice” has the meaning specified in Section 7.4 of the Monetization Master Agreement.

“Related Hedges” means any transactions from time to time entered into by Aron with third parties unrelated to Aron or its Affiliates to hedge Aron’s exposure relating to the Monetization Master Agreement or any other Transaction Document and Aron’s rights and obligations hereunder or thereunder, including all hedging transactions relating to the Market Structure Roll Pass-Through.

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or from, under, within or upon any building, structure, facility or fixture.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bankof New York, or a committee officiallyendorsed or convened bythe Federal Reserve Board and/or the Federal Reserve Bank of New York or, in each case, any successor thereto.

“Reportable Event” shall mean with respect to any Pension Plan, any reportable event, as defined in Section 4043(c) of ERISA and the regulations thereunder, for which notice has not been waived.

“Required Permits” has the meaning specified in Section 6.3 of the Storage Facilities Agreement.

“Required Storage and Transportation Arrangements” means such designations and other binding contractual arrangements, in form and substance reasonably satisfactory to Aron, pursuant to which the applicable Transaction Party hereafter shall provide Aron with the applicable Transaction Party’s fullright to use the Included Third Party Product Tanks, Included Third Party Feedstock Storage Tanks, Included Product Title Pipelines, or Included Feedstock Title Pipelines, as applicable, pursuant to the terms and conditions of the Base Agreements or such other agreements creating such Transaction Party’s rights in and to such facilities or pipelines and the rights of existing third parties.

“Responsible Officer” means, with respect to any Person, any individual holding the position of chief executive officer, president, chief operating officer, chief financial officer, chief legal officer, principal accounting officer or treasurer of such Person.

“Restricted Account” has the meaning given to such term in the ABL Credit Agreement (as in effect as of the Commencement Date).

“Restricted Payment” means, with respect to any Person, any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of such Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinkingfund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellationorterminationofanysuchEquityInterest,oronaccountofanyreturnofcapitaltosuch

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Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.

“Restricted Subsidiary” means anySubsidiary that isnot an Unrestricted Subsidiary.

“Revised Estimated Yield” has the meaning specified in Section 15.2(e)(i) of the Monetization Master Agreement.

“Revolver Termination Date” meansJanuary20, 2027.

“RINs” means the unique numbers generated to represent volumes of renewable fuel as defined in 40 CFR § 80.1401 and which are required to be accumulated by obligated parties for compliance with the renewable fuel standard as set out at 40 CFR § 80 Subpart M.

“RINs Compliance Deadline” means, with respect to any Compliance Year, each deadline for submission of RINs to satisfy requirements for RIN submittal applicable to such Compliance Year as set forth in the RFS Regulations (as may be extended from time to time by the EPA or any other applicable Governmental Authority, including pursuant to the Extension Rule or the Final Rule).

“Roll Cutoff Date” has the meaning specified in Schedule Y of the Monetization Master Agreement.

“RVO” means Renewable Volume Obligation, as calculated pursuant to 40 C.F.R. 80.1407. “S&O Early Termination Date” means the date determined in accordance with Section 12.2(c) of

theSupplyandOfftakeAgreement.

“S&O Make-Whole Amount” has the meaning specified in Section 12.3(a) of the Supply and Offtake Agreement.

“S&O Make-Whole Fee”hasthemeaningassignedtosuchtermintheFeeLetter.

“S&O Settlement Amount” has the meaning specified in Section 12.2(e) of the Supply and Offtake Agreement.

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. and any successor thereto.

“Safe Harbor Agreements” has the meaning specified in Section 12.2(a) of the Supply and Offtake Agreement.

“Sale and Leaseback Transaction” means any arrangement pursuant to which any Consolidated Party, directly or indirectly, becomes liable as lessee, guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any Property (a) which such Consolidated Party has sold or transferred (or is to sell or transfer) to a Person which is not a Consolidated Party or (b) which such Consolidated Party intends to use for substantially the same purpose as any other Property whichhas been sold or transferred (or is to be sold or transferred) bysuch Consolidated Partyto another Person which is not a Consolidated Party in connection with such lease.

“Sales Statement”hasthemeaningsetforthinSection 4.3.1oftheInventorySalesAgreement.

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“Sanction(s)” means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority.

“Sanctioned Country” means, at any time, a country, region or territory that is itself the subjector target of any Sanctions broadly restricting or prohibiting dealings with such country, region orterritory.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the US Department of State, the US Department of Treasury (including OFAC), the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or the Department of Foreign Affairs, Trade and Development (Canada), (b) any Person operating, organized or resident in a Sanctioned Country or (c)anyPersoncontrolledor50%ormoreownedbyanysuchPersonorPersonsdescribedinclause(a)or

(b) above.

“Sanctions Laws” means any sanctions or economic embargoes administered or enforced by the US Department of State or the US Department of Treasury (including OFAC), the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or the Department of Foreign Affairs, Trade and Development (Canada), and the associated laws, rules, regulations and orders.

“SDS” has the meaning specified in Section 7.5 of the Monetization Master Agreement. “Secured Obligations” has the meaning specified in the Security Agreement.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Account” has the meaning specified in theUCC.

“Securitization Transaction” means any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which a Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, rights to receive payments, receivables, rights to future lease payments or residuals or similar rights to payment to a third party financial institution or a special purpose subsidiary or Affiliate of such Person and such transaction involving a special purposesubsidiary or Affiliate is related to a second step sale to or other financing of such property by a third party financial institution.

“Security Agreement” means that certain Security Agreement, dated as of the Commencement Date, by and among each Transaction Party and Aron.

“Sellers”has themeaning setforth inthe preambleto theInventory Sales Agreement.

“Senior Notes” means (a) $325,000,000 aggregate principal amount of 9.75% unsecured senior notes due 2028 issued pursuant to the 2028 Senior Notes Indenture (as defined in the definition of“SeniorNotesIndentures”)andanyRefinancingIndebtednessthereof,(b)$325,000,000aggregate

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principal amount of 8.125% unsecured senior notes due 2027 issued pursuant to the 2027 Senior Notes Indenture (as defined in the definition of “Senior Notes Indentures”), (c) $550,000,000 aggregate principal amount of 11.0% unsecured senior notes due 2025 issued pursuant to the 2025 Senior Notes Indenture (as defined in the definition of “Senior Notes Indentures”) and any Refinancing Indebtedness thereof, and (d) any subsequent offering of unsecured senior notes, without regard to principal amount, having a maturity date that is at or after the 91st day after the Expiration Date, in each case issued by MLP Parent and Calumet Finance.

“Senior Notes Agreements” means the Senior Notes, the Senior Notes Indentures and the Senior Notes Registration Rights Agreements.

“Senior Notes Indentures” means (a) that certain Indenture, dated as of June 27, 2023, by and among MLP Parent and Calumet Finance, as issuers, the “Guarantors” (as defined therein) and Wilmington Trust, National Association, as trustee (the “2028 Senior Notes Indenture”), (b) that certain Indenture, dated as of January 20, 2022, by and among MLP Parent and Calumet Finance, as issuers, the “Guarantors” (as defined therein) and Wilmington Trust, National Association, as trustee (the “2027 Senior Notes Indenture”), (c) that certain Indenture, dated as of October 11, 2019, by and among MLP Parent and Calumet Finance, as issuers, the “Guarantors” (as defined therein) and Wilmington Trust, National Association, as trustee (the “2025 Senior Notes Indenture”), and (d) any note purchase agreement, indenture or other agreement evidencing any other Senior Notes or any refinancing of the foregoing permitted by Section 15.4(c) of the Monetization Master Agreement.

“Senior Notes Registration Rights Agreements” means (a) that certain Registration Rights Agreement dated March 27, 2015, among certain borrowers thereunder, as issuers or guarantors of the Senior Notes, and the “Initial Purchasers” (as defined therein), and (b) any registration rights agreement or similar agreement relating to any other Senior Notes or any refinancing thereof permitted by Section 15.4(c) of the Monetization Master Agreement.

“Senior Officer” means with respect to any Person, the chief executive officer, president, chief financial officer, chief accounting officer, vice president-finance, controller, treasurer or assistant treasurer of such Person.Any document delivered hereunder that is signed by a Senior Officer of a Person shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Person and such Senior Officer shall be conclusively presumed to have acted on behalf of such Person.

“Senior Secured Notes” means $200,000,000 aggregate principal amount of 9.25% seniorsecured notes due 2024 issued by MLP Parent and Calumet Finance pursuant to the Senior SecuredNotes Indenture and any Refinancing Indebtedness thereof provided that the Liens securing such refinancing, refunding, renewal or extension are limited to the types of assets securing such refinanced notes and that the Lien priority is equal to or junior to (but not greater than) the Indebtedness being refinanced, refunded, renewed or extended.

“Senior Secured Notes Agreements” means the Senior Secured Notes, the Senior Secured Notes Indenture, the other “Note Documents” as such term is defined in the Senior Secured Notes Indenture,the “Fixed Asset Collateral Documents” as such term is defined in the Hedge Intercreditor Agreement and the “Collateral Trust Agreement” as such term is defined in the Hedge Intercreditor Agreement.

“Senior Secured Notes Indenture” means (a) that certain Indenture, dated as of August 5, 2020, by and among MLP Parent and Calumet Finance, as issuers, the “Guarantors” (as defined therein) and WilmingtonTrust,NationalAssociationastrustee,and(b)anynotepurchaseagreement,indentureor

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otheragreementevidencinganyotherSeniorSecuredNotesoranyrefinancingoftheforegoing permitted by Section 15.4(c) of the Monetization Master Agreement.

“Services” has the meaning specified in Section 8.1 of the Storage Facilities Agreement. “Settlement Amount”hasthemeaning specifiedinSection 16.2(d)oftheMonetization Master

Agreement.

“Sludge” means a semi-solid slurry consisting of Hydrocarbons, sediment, paraffin and water, produced from a process or as a result of solids separated from suspension in a liquid.

“SOFR” means, with respect to any day, the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.

“SOFR Adjustment”meansapercentageequalto0.26161%(26.161basispoints)perannum.

“SOFR Advance”meansanAdvancebearinginterestataratedeterminedbyreferencetoSOFR

Rate.

“SOFR Borrowing”meansaBorrowingcomprisedofSOFRAdvances.

“SOFR Rate”meansthegreaterof(a)sumof:(i)CompoundedSOFR,and(ii)theSOFR Adjustment and (b) the Floor.

“Solvency Certificate” means a Solvency Certificate executed by the chief financial officer of the Company substantially in the form of Exhibit I to the Monetization Master Agreement.

“Solvent” or “Solvency” means with respect to any Person as of a particular date, that on suchdate(a) suchPersonisabletopayitsdebtsandotherliabilities,contingentobligationsandother commitments as they mature in the Ordinary Course of Business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debtsandliabilitiesmatureintheirordinarycourse,(c)suchPersonisnotengagedinabusinessoratransaction, and is not about to engage in a business or a transaction, for which such Person’s Propertywould constitute unreasonably small capital, (d) the fair value of the Property of such Person is greaterthan the total amount of liabilities, including, without limitation, contingent liabilities, of such Person,and (e) the present fair salable value of the assets of such Person is not less than the amount that will be requiredtopaytheprobableliabilityofsuchPersononitsdebtsastheybecomeabsoluteandmatured. In computing the amount of contingent liabilities atany time, itis intended thatsuch liabilities will becomputed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. In determining the SolvencyofaCompanyEntityoritsRestrictedSubsidiary,dueconsiderationshallbegiventosuch CompanyEntity’soritsRestrictedSubsidiary’scontributionandotherrights,undercommonlawor otherwise, from or against other Company Entities and their Restricted Subsidiaries.

“Specified Activities”hasthemeaningspecifiedinSection 7.4oftheMonetizationMaster Agreement.

“Specified Equity Contribution” means any issuance of Equity Interests by, or any contributionin respect of Equity Interests in, the Company to the extent the proceeds thereof constitute a Cure Amount.

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“Specified Hedge Agreement” means any Hedge Agreement that is entered into between the Company or any other Transaction Party, on the one hand, and any Person that is not an Affiliate of the Company, on the other.

“Specified Hedge Obligations” means all obligations of every nature of the Company or any other Transaction Party under any Specified Hedge Agreement (whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor)), including obligations for interest (includinginterest that would continue to accrue pursuant to such Specified Hedge Agreement on any such obligation after the commencement of any proceeding under any Debtor Relief Law with respect to the Companyor anyother Transaction Party, whether or not such interest is allowed or allowable against the Company or such other Transaction Party in any such proceeding), payments for early termination of such Specified Hedge Agreement, fees, expenses, indemnification or otherwise.

“Specified Material Contract” means any Material Contract identified in clause (a) of the definition of Material Contract.

“Specified Month” has the meaning specified in Section 15.2(a)(i)(D) of the MonetizationMaster Agreement.

“Specified Schedule(s)” has the meaning specified in Section 27.9 of the Monetization Master Agreement.

“Specified Schedule Change” has the meaning specified in Section 27.9 of the Monetization Master Agreement.

“Specified Transaction” means (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between Aron (or any of its Designated Affiliates) and a Transaction Party (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, commodity spot transaction, 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, weather swap, weather derivative, weather 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, 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) that is currently, or in the future becomes, recurrently entered into the financial markets (including terms and conditions incorporated by reference in such agreement) and thatis 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, or economic indices or measures of economic risk or value, (b) any combination of these transactions and (c) anyother transaction identified as a Specified Transaction in the Monetization Master Agreement or the relevant confirmation.

“Springing Expiration Date” has the meaning specified in Section 3.2(b) of the Monetization Master Agreement.

“SRE Denial Determination” means any of (a) the denial by EPA of the Company’s SRE Petitions for each of the applicable Compliance Years, (b) any denial by EPA or any other applicable Governmental Authority of any SRE Petition submitted by the Company for any Specified Compliance

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Year, and (c) in respect of any Compliance Year, any denial by EPA or any other applicable Governmental Authority of an SRE Petition or that the Company is otherwise entitled to a small refinery exemption with respect to such Compliance Year following any Judicial Remand.

“SRE Petition”meanstheCompany’ssmallrefineryexemptionpetitionmadeinaccordancewith the RFS Regulations in respect of any Compliance Year.

“Step-In Cash Settlement Amount” has the meaningspecified in Schedule C of the Monetization Master Agreement.

“Step-In Target Change Settlement” has the meaning specified in Schedule C of theMonetization Master Agreement.

“Step-In Target Deviation (FIFO) Settlement” has the meaning specified in Schedule C of the Monetization Master Agreement.

“Step-out Cash Settlement” has the meaningspecified in Schedule C of the Monetization Master Agreement.

“Step-Out Designated Location” has the meaning specified in Schedule R of the Monetization Master Agreement.

“Step-Out Feedstock and Product Inventory” has the meaning specified in Schedule R of the Monetization Master Agreement.

“Step-Out Inspector’s Report” has the meaning specified in Schedule R of the Monetization Master Agreement.

“Step-Out Inventory Measurement Time” has the meaning specified in Schedule R of the Monetization Master Agreement.

“Step-Out Inventory Sales Agreement” means the Step-Out Inventory Sales Agreement, in the form provided on Schedule R of the Monetization Master Agreement, to be dated as of the Termination Date, pursuant to which the Company and, as applicable, each of the other Transaction Parties shall buy Feedstock and Products from Aron subject to the provisions of the Monetization Master Agreement and any other terms agreed to by the Parties thereto.

“Step-Out Inventory Transfer Time” has the meaning specified in Schedule R of the Monetization Master Agreement.

“Step-Out Sales Statement” has the meaningspecified in Schedule R of the Monetization Master Agreement.

“Step-Out Transfer Locations” has the meaning specified in Schedule R of the Monetization Master Agreement.

“Stonebriar” means Stonebriar Commercial Finance LLC, a Delaware limited liability company. “Stonebriar Lease”meansthatcertainMasterLeaseAgreement,datedasofFebruary12,2021,

byandbetweenStonebriarandtheCompany,assupplementedbythatcertainPropertyScheduleNo.1,

dated as of February 12, 2021.

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“Stonebriar Multiparty Agreement” means that certain letter agreement, dated as of the Commencement Date, by and among Aron, Stonebriar and the Company.

“Stonebriar Refinery Assets” means the “Property” as defined and as more fully described in the Stonebriar Lease.

“Storage Facilities” means the storage, loading and offloading facilities located at the Refinery and the Stonebriar Refinery Assets including the Included Company Feedstock Storage Tanks, the Included Company Product Tanks, Included Product Title Pipelines, Included Feedstock Title Pipelines and the land, piping, truck facilities and other facilities related thereto, together with existing or future modifications or additions, which are excluded from the definition of Refinery, except those storage, loading and offloading facilities which are used exclusively to store Excluded Materials.

“Storage Facilities Agreement” means the storage facilities agreement, in form and substance mutually agreeable to the Parties, to be dated as of the Commencement Date, among the Transaction Parties and Aron, pursuant to which the Transaction Parties have granted to Aron an exclusive right touse the Storage Facilities (to the extent that such exclusive right can be granted) in connection with the Transaction Documents.

“Storage Term” has the meaning specified in Section 2 of the Storage Facilities Agreement. “Subordinated Indebtedness”meansIndebtednessincurredbyaCompanyEntityorRestricted

SubsidiarythatisexpresslysubordinateandjuniorinrightofpaymenttoDischargeofSecured

Obligations, and is on terms (including maturity, interest, fees, repayment, covenants and subordination) satisfactory to Aron.

“Subsidiary” means, with respect to anyPerson, a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Equity Interests having ordinary voting power for the election of directors or other governing body (other than Equity Interests havingsuch power only byreason of the happening of a contingency) are at the time beneficiallyowned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of MLPCalumetParent.

“Supply and Offtake Agreement” has the meaning specified in the recitals to the Monetization Master Agreement.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whetherornotany such transaction is governed by orsubjectto any master agreement, and

(b) anyand all transactions of anykind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any othermaster agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

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“Swap Obligation” means, with respect to any Transaction Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of Property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Tank Maintenance” has the meaning specified in Section 7.3(c) of the Monetization Master Agreement.

“Target Deviation (FIFO)” has the meaning specified in Schedule C of the Monetization Master Agreement.

“Target Deviation (FIFO) Settlement” has the meaning specified in Schedule C of the Monetization Master Agreement.

“Target Month End Feedstock Volume” has the meaning specified in Section 5.2(b) of the Monetization Master Agreement.

“Target Month End Group Volume” has the meaning specified in Schedule C of theMonetization Master Agreement.

“Target Month End Product Volume” has the meaning specified in Section 5.3(b) of the Monetization Master Agreement.

“Tax” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term” has the meaning specified in Section 3.1 of the Monetization Master Agreement. “Termination Amount”means,withoutduplication,thetotalnetamountowedbyonePartyto

theotherPartyuponterminationoftheMonetizationMasterAgreementunderSection 17.2(a)ofthe

Monetization Master Agreement.

“Termination Date” has the meaning specified in Section 17.1 of the Monetization Master Agreement.

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“Termination Date Feedstock Volumes” has the meaning specified in Section 17.1(d) of the Monetization Master Agreement.

“Termination Date Product Volumes” has the meaning specified in Section 17.1(d) of the Monetization Master Agreement.

“Termination Date Volumes” has the meaning specified in Section 17.1(d) of the Monetization Master Agreement.

“Termination Reconciliation Statement” has the meaning specified in Section 17.2(c) of the Monetization Master Agreement.

“Third Party Supplier” means any seller of Feedstock under a Procurement Contract (other than a Transaction Party or any Affiliate of a Transaction Party).

“Total Fixed Holdback” has the meaning specified in Schedule B of the Monetization Master Agreement.

“Total Monthly Cover Cost” has the meaning specified in Schedule C of the MonetizationMaster Agreement.

“Total Provisional Price Adjustment Interim Amount” has the meaning specified in Schedule C of the Monetization Master Agreement.

“Total Target Change Settlement” has the meaning specified in Schedule C of the Monetization Master Agreement.

“Trade Ticket” has the meaning specified in Section 4.2(a)(iii) of the Supply and Offtake Agreement.

“Trading Day” has the meaningspecified on Schedule Bof the Monetization Master Agreement.

“Transaction Document” means any of the Monetization Master Agreement, the Supply and Offtake Agreement, the Financing Agreement, the Marketing and Sales Agreement, the Inventory Sales Agreement, the Storage Facilities Agreement, the Step-Out Inventory Sales Agreement, the Required Storage and Transportation Arrangements, the Fee Letter, the Lien Documents, the Intercreditor Agreement, the MLP Parent Guaranty, the Stonebriar Multiparty Agreement, the Brown StationSublease, the WTG Pipeline Buy/Sell Confirmation, the Flash Title Master Confirmation, any other agreement or instrument contemplated hereby or executed in connection herewith, including any guarantees or other credit support documents as may be from time to time provided by the Transaction Parties and/or its Affiliates to Aron, and any other document that Aron and any Transaction Party agrees in writing is to be designated as a “Transaction Document”.

“Transaction Guaranty” has the meaning specified in Section 15.7(a)(i) of the Monetization Master Agreement.

“Transaction Party” and “Transaction Parties” each has the meaning specified in the preamble to the Monetization Master Agreement.

“Transactions” means (a) the Financing Transactions and (b) the payment of fees and expensesin connection with the foregoing.

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“Triparty Payment Direction Agreement” means that certain Triparty Payment Direction Agreement, dated as of the Commencement Date, by and among Aron, the Transaction Parties and Macquarie.

“Type” when used in reference to any Advance or Borrowing, refers to whether the rate of interest on such Advance, or on the Advances comprising such Borrowing, is determined by reference to the SOFR Rate.

“U.S. Governmental Authority”meansthefederalgovernmentoftheUnitedStatesofAmericaor any agency or instrumentality thereof or any state of the United States of America approved by Aron or any agency or instrumentality thereof.

“U.S. Person”meansanyPersonthatisa“UnitedStatesPerson”asdefinedin Section 7701(a)(30) of the Internal Revenue Code.

“U.S. Special Resolution Regime” has the meaning specified in Section 12.5(a)(i) of the Supply and Offtake Agreement.

“UCC”has themeaning specified inthe Security Agreement.

“UK Financial Institution” means any BRRD Undertaking (as defined under the PRA Rulebook (asamendedfromtimetotime)promulgatedbytheUnitedKingdomPrudentialRegulationAuthority)or anyPersonsubjecttoIFPRU11.6oftheFCAHandbook(asamendedfromtimetotime)promulgatedby the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“Unadjusted Benchmark Replacement”meanstheapplicableBenchmarkReplacementexcluding the related Benchmark Replacement Adjustment.

“Unpaid Amounts” means, as of any date of determination, the aggregate of the amounts (including without limitation any fees) owing to any Party that became payable under the Monetization MasterAgreement,the SupplyandOfftake Agreement,the FinancingAgreement,the Step-Out Inventory Sales Agreement or any other Transaction Document on or prior to such date and which remain unpaid as of such date.

“Unrestricted Subsidiary” means any Subsidiary of MLPCalumetParent (other than MLP Parent,Calumet Finance and Calumet GP) that is designated by the Board of Directors of MLPCalumetParentas an Unrestricted Subsidiary pursuant to a Board Resolution and in compliance with Section 15.6 of the Monetization Master Agreement, but only to the extent that such Subsidiary.

(a)has no Indebtedness other than Non-Recourse Indebtedness owing to any Person other than MLPCalumetParent or any of its Restricted Subsidiaries, provided, however, that, in the case of aMLP Subsidiary only, the unsecured and subordinated Guarantee of the Indebtedness of such MLPSubsidiary by a Company Entity shall be permitted if and to the extent permitted by clause (C) ofSection15.4(c)(ix);;

(b)is not partyto anyagreement, contract, arrangement or understandingwith MLPCalumetParent or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to MLPCalumetParent or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of MLPCalumetParent;

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(c)is a Person with respect to which neither MLPCalumetParent nor any Restricted Subsidiary has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(d)has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of MLPCalumetParent or any of its Restricted Subsidiaries.

All Subsidiaries of an Unrestricted Subsidiary shall also be deemed to be Unrestricted Subsidiaries.Any designation of a Subsidiary of MLPCalumetParent as an Unrestricted Subsidiary will be evidenced to Aron by filing with Aron a Board Resolution giving effect to such designation and a written statement signed by a Senior Officer certifying that such designation complied with the preceding conditions and was permitted by Section 15.6 of the Monetization Master Agreement.If, at any time,any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary ofMLPCalumetParent as of such date.

“Updated Inspector’s Report” has the meaning set forth in Section 3.3 of the Inventory Sales Agreement.

“Updated Step-Out Inspector’s Report” has the meaning specified in Schedule R of the Monetization Master Agreement.

“USD”meansUnitedStates Dollars.

“Value True-Up on Target Deviation (FIFO)” has the meaning specified in Schedule C of the Monetization Master Agreement.

“Volume Determination Procedures” means (a) in respect of determining the NSV of Feedstock in the Included Company Feedstock Storage Tanks or Products in the Included Company Product Tanks, the Company’s ordinary daily and month-end procedures, which include manually gauging each Included CompanyFeedstockStorage TankorIncludedCompanyProduct Tankat least once a monthandgauging at a minimum 25 tanks on the last day of the month to ensure that the automated tank level readings are accurate to within a tolerance of three (3) inches. Regarding ordinary daily procedures, if the manual gauge is off three (3) inches or more from the automated reading, a work order is entered and worked in a timely manner. If the automated reading cannot be calibrated to be within such tolerance before the next daily measurement date, the Company shall use the manual gauge reading in its calculation until calibration has been completed. During end of the month gauging, instrument technicians are on standby to calibrate any of the 25 tanks that have tank level reading tolerances that are off by three (3) inches or more; (b) in respect of determining the NSV of Feedstock in Included Third Party Feedstock Storage Tanks, Products in the Included Third Party Product Tanks, and (c) in respect of linefill in theTransaction Party-owned Included Feedstock Title Pipelines or Included Feedstock Lien Pipelines and Transaction Party-owned Included Product Title Pipelines or Included Product Lien Pipelines, using the volumes reported on the most recently available daily reports or monthly statements in respect of such tanks or pipelines or such additional procedures as the Parties shall mutually agree with respect to such locations, in each case, in accordance with Section 10.4 of the Monetization Master Agreement.

“Voting Stock” means with respect to any Person, Equity Interests issued by such Person the holdersofwhichareordinarily,intheabsenceofcontingencies,entitledtovotefortheelectionof

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directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

“Wholly Owned Subsidiary”means,withrespecttoanyPerson,anyotherPerson100%ofwhose Equity Interests are at the time owned by such Person directly or indirectly through other Persons 100%of whose Equity Interests are at the time owned, directly or indirectly, by such Person.

“WTG” has the meaning specified in Section 8.3(a) of the Supply and Offtake Agreement. “WTG Delivery Month”meanseach“DeliveryMonth”asspecifiedintheWTGPipeline

Buy/Sell Confirmation.

“WTG Feedstock Buy Leg” has the meaning specified in Section 8.3(c) of the Supply and Offtake Agreement.

“WTG Feedstock Sell Leg” has the meaning specified in Section 8.3(c) of the Supply andOfftake Agreement.

“WTG Included Title Location” means the portion of the WTG Pipeline from the delivery point at Colorado City, Texas to the delivery point at Longview, Texas.

“WTG Linefill Report” means a report provided by WTG in respect of linefill volumes in the WTG Pipeline.

“WTG Nomination”hasthemeaningspecifiedinSection 8.3(b)oftheSupplyandOfftake Agreement.

“WTG Pipeline”hasthemeaningspecifiedinSection 8.3(a)oftheSupplyandOfftake Agreement.

“WTG Pipeline Buy/Sell Confirmation”meansthemasterconfirmationforWTGPipeline Buy/Sell Transactions in the form provided on Schedule B-1 to the Supply and Offtake Agreement.

“WTG Pipeline Buy/Sell Transaction” has the meaning specified in Section 8.3(c) of the Supply and Offtake Agreement.

“WTG Pipeline Nomination Due Date”meansthenominationduedatepublishedbyFERC pursuant to the FERC Tariff.

“WTG Pipeline Tariffs” has the meaning specified in Section 8.3(a) of the Supply and OfftakeAgreement.

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EX-10.5

‌EXHIBIT 10.5

‌

THIS MASTER LEASE AGREEMENT, dated as of September 30, 2024 (this “Agreement”), is made and entered into by and between STONEBRIAR COMMERCIAL FINANCE LLC, a Delaware limited liability company (“Lessor”), with its principal office at 5525 Granite Parkway, Suite 1800, Plano, Texas 75024, and CALUMET MONTANA REFINING, LLC, a Delaware limited liability company (“Lessee”), with its principal office at 1060 N Capitol Ave, Suite 6-401, Indianapolis, IN 46204. The parties may, now or in the future, enter into one or more equipment schedules (each, a “Schedule”) which refer to and incorporate by reference this Agreement.  Each Schedule shall constitute a lease (each, a “Lease”) for the Equipment (defined below) specified therein.  Additional details pertaining to each Lease are specified in the applicable Schedule.  Lessor has no obligation to enter into any additional Leases with, or extend any future financing to, Lessee.

1.LEASE, DELIVERY AND ACCEPTANCE.  Subject to and upon all of the terms and conditions of this Agreement and each Schedule, Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the Equipment for the Term (as defined in Section 2 below) set forth in such Schedule.  Lessor hereby appoints Lessee as Lessor’s agent for the sole and limited purpose of accepting delivery of the Equipment from each vendor thereof, if applicable.  Upon delivery, Lessee shall inspect and, to the extent the Equipment conforms to the condition required by the applicable sales contract, accept the Equipment.  Lessee will evidence its acceptance of the Equipment by acknowledging such acceptance in the applicable Schedule or, upon Lessor’s request, by executing and delivering to Lessor a Delivery and Acceptance Certificate (in the form provided by Lessor).  Lessee shall pay any and all shipping, delivery and installation charges.  Lessor shall not be liable to Lessee for any delay in, or failure of, delivery of the Equipment.

2.TERM.  Each Lease shall be effective and the term of each Lease (“Term”) shall commence on the date of Lessor’s acceptance of the applicable Schedule executed by Lessee (the “Lease Commencement Date”) and, unless sooner terminated or extended, such Lease shall expire on the Term Expiration Date specified in the applicable Schedule; provided, however, that obligations due to be performed by Lessee during the Term shall continue until they have been performed in full.  If any Term is extended, the word, “Term” shall be deemed to refer to all extended terms, and all provisions of this Agreement shall apply during any extended terms, except as otherwise expressly provided in writing.  

3.RENT.  Lessee shall pay rent (“Rent”) to Lessor for use of the Equipment during the Term in the amount set forth in and due as stated initially in the applicable Schedule.  The term “Rent” shall include all payments due under a Lease including, but not limited to rental payments, adjustments to rent, if any, security deposits and interim rents.  Timeliness of Lessee’s payment and its other performance under any Lease is of the essence.  If any Rent or other amount payable by Lessee hereunder is not paid within three (3) business days after its due date, Lessee agrees to pay, for each late payment of Rent after the first occurrence of a late payment during the Term of a Lease, on demand a late charge in the amount equal to five percent (5%) of any such unpaid amount (the “Late Charge”); provided, however, that such late charge shall not constitute interest and, in no event, shall the amount collected exceed the maximum amount permitted by applicable law.  All payments provided for herein shall be payable to Lessor in United States Dollars by wire transfer or at Lessor’s address specified in the applicable Schedule in immediately available funds, or at any other place designated by Lessor.  For the avoidance of doubt, Lessee acknowledges that the Overdue Rate shall accrue on each late payment of Rent until such late payment is paid in full regardless of whether or not the foregoing late charge would apply.  Payments of Rent shall be applied first to the most overdue related Late Charge (if any) and unpaid Rent payment.    

4.LEASE NOT CANCELABLE; Lessee’s OBLIGATIONS ABSOLUTE.  This Agreement may not be canceled or terminated, nor may the obligations hereunder or under any Lease be prepaid, canceled or terminated, except as expressly provided herein or in the respective Schedule or other written rider or amendment to the Lease, executed by both Lessor and Lessee.  Lessee’s obligation to pay all Rent due or to become due hereunder shall be absolute and unconditional and shall not be subject to any delay, reduction, set-off, defense, counterclaim, abatement or recoupment for any reason whatsoever, including any rights or claims Lessee may have against any person or entity, including, but not limited to, the manufacturer, vendor, or supplier of the Equipment related to any defects, malfunctions, breakdowns or infirmities in the Equipment or any representations by the manufacturer, supplier or vendor thereof or any accident, condemnation or unforeseen circumstances.  If the Equipment is unsatisfactory for any reason, Lessee shall make any claim solely against the manufacturer, supplier or vendor thereof and shall, nevertheless, pay Lessor all Rent payable hereunder.

5.SELECTION AND USE OF EQUIPMENT.  Lessee agrees that it shall be responsible for the selection, use of, and results obtained from, the Equipment and any other associated assets or services.  Lessee agrees that the Equipment will be operated solely in the continental United States unless the applicable Schedule provides otherwise and by competent, qualified personnel in connection with Lessee’s business for the purpose for which the Equipment was designed and in accordance with applicable operating instructions, insurance policies, laws and government regulations except for such variances therefrom as would not reasonably be expected to have a “Material Adverse Effect” (as hereinafter defined) on Lessee and its subsidiaries (taken as a whole), or the Equipment.  Lessee shall not discontinue use of the Equipment for more than one hundred eighty (180) days, except for such discontinuance of use of any particular Equipment as (a) would not have a Material Adverse Effect on Lessee and its subsidiaries (taken as a whole), or the Equipment (taken as a whole), or (b) results from (i) a plant turnaround, or (ii) (A) a casualty event that is not a casualty event with respect to the Equipment, that occurs in a part of the facility in which the Equipment is located, or (B) a crude oil or input supply, pandemic related, or other business interruption caused by an external event outside the control of Lessee, and which in the case of (A) or (B) impacts for the duration of any such event the product lines for which the Equipment is used,

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resulting in idling of such Equipment; provided that, the foregoing exceptions shall not be construed so as to permit Lessee to utilize other equipment or property not constituting Equipment in lieu of the idled Equipment.  Lessee shall procure and maintain in effect all orders, licenses, certificates, permits, approvals and consents required by federal, state or local laws or by any governmental body, agency or authority in connection with the delivery, installation, possession, use, maintenance and operation of the Equipment except where the failure to procure or maintain any of the foregoing would not have a Material Adverse Effect on Lessee and its subsidiaries (taken as a whole), or the Equipment.  Lessee shall not move any Equipment from the location specified for it in the applicable Schedule, provided, however, Lessee may move Equipment to another location within the United States provided that Lessee has delivered to Lessor (i) prior written notice thereof and (ii) duly executed agreements and instruments (all in form and substance satisfactory to Lessor) necessary or, in the opinion of Lessor, desirable to protect Lessor’s interest in such Equipment.  Notwithstanding anything to the contrary in the immediately preceding sentence, Lessee may keep any Equipment consisting of motor vehicles or rolling stock at any location in the continental United States.

Lessee and Lessor agree that each Lease is a “finance lease” as defined by Section 2A-103(g) of the Uniform Commercial Code as in effect in the State of New York (the “UCC”).  Lessee acknowledges:  (i) that Lessee is or has selected the “Supplier” as defined in Article 2A of the UCC and (ii) that Lessee was informed, before Lessee’s execution of this Lease and is hereby informed in writing that Lessee is entitled under Article 2A of the UCC to the promises and warranties, including those of any third party, provided to Lessor by the Supplier in connection with or as part of the Equipment purchase, and that Lessee may communicate with the Supplier and receive an accurate and complete statement of those promises and warranties, including any disclaimers and limitations on remedies relating thereto.  Lessee acknowledges and agrees that neither the manufacturer or supplier, nor any salesman, representative or other agent of the manufacturer or supplier, is an agent of Lessor.  No salesman, representative or agent of the manufacturer or supplier is authorized to waive or alter any term or condition of this Agreement or any Schedule and no representation as to the Equipment or any other matter by the manufacturer or supplier shall in any way affect Lessee’s duty to pay Rent and perform its other obligations as set forth in this Agreement or any Schedule.

For purposes hereof, “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Lessee and its subsidiaries taken as a whole; (b) a material impairment of the ability of Lessee to perform its obligations under this Agreement or the Lease; (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Lessee of this Agreement, (d) a material impairment of the ability of the Guarantor to perform its obligations under a guaranty of the Lessee’s obligations under any Lease or (e) a material adverse effect upon the condition or value of the Equipment taken as a whole.

6.DISCLAIMER OF WARRANTIES.  Lessee acknowledges and agrees that (i) the Equipment is of a size, design and capacity selected by Lessee, (ii) Lessor is neither a manufacturer nor a vendor of such Equipment and Lessor did not select the Equipment, (iii) LESSOR LEASES AND LESSEE TAKES THE PROPERTY AND EACH PART THEREOF “AS-IS” AND THAT LESSOR MAKES NO REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION, QUALITY, DURABILITY, VALUE, DESIGN, OPERATION, SUITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE IN ANY RESPECT WHATSOEVER OR AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY INFRINGEMENT OR ANY PATENT, TRADEMARK OR COPYRIGHT, OR AS TO ANY OBLIGATION BASED ON STRICT LIABILITY IN TORT OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED WITH RESPECT THERETO, AND HEREBY DISCLAIMS ANY SUCH WARRANTY.  LESSEE SPECIFICALLY WAIVES ALL RIGHTS TO MAKE A CLAIM AGAINST LESSOR FOR BREACH OF ANY WARRANTY WHATSOEVER.  IN NO EVENT SHALL LESSOR HAVE ANY OBLIGATION OR LIABILITY FOR, NOR SHALL LESSEE HAVE ANY REMEDY AGAINST LESSOR FOR ANY ACTUAL, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR OTHER CLAIM, LOSS, DAMAGE OR EXPENSE CAUSED DIRECTLY OR INDIRECTLY BY THE PROPERTY OR ANY DEFICIENCY OR DEFECT THEREOF OR THE INSTALLATION, OPERATION, MAINTENANCE OR REPAIR THEREOF OR THERETO.  Lessee may have rights under the contract evidencing Lessor’s purchase of any of the Equipment from the contractor, manufacturer or vendor.  Lessee is advised to contact such contractor, manufacturer or vendor of the Equipment for a description of any such rights.  Lessor hereby assigns to Lessee during the term of any Lease, for the sole purpose of prosecuting a claim, the benefits of any and all warranties, if any, expressed or implied with respect to the Equipment, running from the contractor, manufacturer or the vendor of the Equipment to Lessor or its assigns, to the extent assignable.  Lessor and Lessee shall cooperate in good faith regarding any claim under any such warranty.  Lessee, by its execution of each Schedule, acknowledges that it has received a copy of the contractor’s or manufacturer’s warranties for the applicable Equipment.  Lessee’s sole remedy for the breach of any such contractor’s or manufacturer’s warranty shall be against the contractor or manufacturer of the Equipment, and not against Lessor or its assigns.  Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties of the manufacturer of the Equipment.

7.OWNERSHIP; MARKING; FINANCING STATEMENTS; NO LIENS.  The Equipment is and shall be the sole property of Lessor and, except as set forth in the applicable Schedule, the parties agree that the Equipment shall at all times remain personal property and not a fixture and that Lessor’s title thereto shall not be impaired, notwithstanding the manner in which it may be affixed to any real property.  Lessee shall affix to the Equipment any labels supplied by Lessor indicating ownership of such Equipment and shall promptly replace any such markings or identification which are removed, defaced or destroyed.  Lessee shall obtain and record such instruments and take such steps as Lessor may reasonably request to prevent any person or entity from acquiring any rights in the Equipment by reason of the Equipment being claimed or deemed to be real property.

It is the express intention of the parties hereto that (i) each Lease constitutes a true “lease” as such term is defined in Article 2A of the UCC and not a sale or retention of security interest; and (ii) title to the Equipment shall at all times remain in Lessor, and Lessee shall acquire no ownership, property, rights, equity or interest other than a leasehold interest, solely as Lessee subject to the terms and conditions of the respective Lease, including Lessee’s right to purchase the Equipment thereunder.  If, notwithstanding the express intent of the parties, a court

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of competent jurisdiction determines that any Schedule is not a true lease, but rather is a sale and extension of credit, a lease intended for security, a loan secured by the Equipment specified in such Schedule, or other similar arrangement, the parties agree that in such event:  (A) in order to secure the prompt payment and performance as and when due of all of Lessee’s obligations (both now existing and hereafter arising) under each such Schedule, Lessee shall be deemed to have granted and it hereby grants to Lessor, a first priority security interest in the following (whether now existing or hereafter created):  the Equipment described in such Schedule and all cash and non-cash proceeds, including the proceeds of all insurance policies (regardless of whether the Equipment is characterized under the UCC as Lessee’s “equipment” or “inventory”) and the security deposit, if any; and (B) Lessee agrees that with respect to the Equipment and security deposit, in addition to all of the other rights and remedies available to Lessor hereunder upon the occurrence of an Event of Default, Lessor shall have all of the rights and remedies of a first priority secured party under the UCC.  Lessee may not dispose of any of the Equipment except to the extent expressly provided herein, notwithstanding the fact that proceeds constitute a part of the Equipment.

Lessee hereby authorizes Lessor to file a financing statement and amendments thereto describing the Equipment described in any and all Schedules now and hereafter executed pursuant hereto and adding any other collateral described therein and containing any other information required by the applicable Uniform Commercial Code.  Lessee shall execute and deliver to Lessor for filing any similar documents Lessor may request, including any applicable fixture filings Lessor may deem appropriate in light of the nature of the Equipment.

Upon request by Lessor, Lessee shall obtain and deliver to Lessor valid and effective waivers, in recordable form, by the owners, landlords and mortgagees of the real property upon which the Equipment is located or certificates of Lessee that it is the owner of such real property.  Furthermore, Lessee agrees to maintain the Equipment free from all claims, liens, attachments, rights of others or encumbrances of any nature or kind whatsoever, including legal processes (“Liens”) of creditors of Lessee or any other persons or entities, other than (i) Liens for fees, taxes, levies, duties or other governmental charges of any kind, Liens of mechanics, materialmen, laborers, employees, suppliers, taxing authorities and similar Liens not yet overdue for a period of more than thirty (30) days or that are being contested in good faith by negotiations or by appropriate proceedings which suspend the collection thereof; provided, however, that such proceedings do not involve any substantial risk (as determined in Lessor’s sole discretion) of the sale, forfeiture or loss of the Equipment or any interest therein), (ii) Liens securing purchase money indebtedness incurred to finance the improvement or replacement of Severable Improvements, provided that (1) the amount of such indebtedness when incurred shall not exceed the purchase price of such improvement and (2) such Lien shall not encumber Equipment other than the Severable Improvement and insurance proceeds thereof, (iii) easements, rights-of-way, restrictions (including zoning limitations) and other similar encumbrances affecting real property which, in the aggregate, do not materially interfere with the use of the Equipment in the ordinary course of business or Lessor’s access to and repossession of the Equipment upon termination or expiration of any Lease, and (iv) with respect to the real property on which the Equipment is located, or with respect to sublease of any storage tanks, any Liens expressly set forth as permitted Liens in the applicable Schedule.  Lessee will defend, at its own expense, Lessor’s title to the Equipment from such claims, Liens or legal processes.  Lessee shall also notify Lessor promptly upon receipt of written notice of any Lien on the Equipment.

In the event Lessee receives or otherwise comes into possession of any manufacturer's statement of origin, any certificate of title or any other document evidencing ownership issued with respect to any Equipment, Lessee will promptly (but in no event later than three (3) business days) after its receipt thereof deliver the same directly to Lessor, in each case with any necessary endorsements in favor of Lessor.

Notwithstanding the terms of this Agreement, the following constitute permitted dispositions (that are not prohibited hereby) of the Equipment: (i) any disposition that might be deemed to occur as a result of the damage to or theft, loss or destruction of all or any part of the Equipment; provided, however, that Lessee has fully performed its obligations set forth in Section 8, Section 10 and any applicable obligations set forth in the Lease with respect to Stipulated Loss Values, (ii) any disposition arising from maintenance of the Equipment, so long as the parts of the Equipment that are replaced pursuant to such maintenance continue to constitute a part of the Equipment,  (iii) any subassemblies or subparts of the Equipment that are sent out for repair and promptly returned for reassembly with the Equipment shall not be deemed to have been disposed of, and (iv) the sublease of any storage tanks constituting a part of the Equipment in connection with the performance of one or more supply and offtake or inventory financing arrangements, provided that Lessee’s supply and offtake or inventory financing counterparty and Lessor are party to intercreditor arrangements satisfactory to Lessor in Lessor’s reasonable discretion.

8.MAINTENANCE OF EQUIPMENT.  Lessee, at its sole cost and expense, shall maintain, service and repair the Equipment:  (i) in accordance and consistent with (A) the manufacturer’s or supplier’s recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any subsequent amendments or replacements thereof, issued by the manufacturer, supplier or service provider, (B) the requirements of all applicable insurance policies, (C) the purchase agreement or supply contract, if any, so as to preserve all of Lessee’s and Lessor’s rights thereunder, including all rights to any warranties, indemnities or other rights or remedies, (D) all applicable laws, except where the failure to do so would not have a Material Adverse Effect on the Lessee or the Equipment, and (E) the prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable property owned or leased by it; and (ii) without limiting the foregoing, so as to cause the Equipment to be in good repair, condition and working order in full compliance with the terms hereof, ordinary wear and tear excepted.  All replacement parts shall be free and clear of all liens, encumbrances or rights of others and have a value, utility and remaining useful life at least equal to the parts replaced.  Title to all such parts, improvements and additions to the Equipment immediately shall vest in Lessor, without cost or expense to Lessor or any further action by any other person or entity, and such parts, improvements and additions shall be deemed incorporated in the Equipment and subject to the terms of the Lease as if originally leased hereunder.  Lessee shall make the Equipment and its maintenance records available for inspection by Lessor at reasonable times and upon reasonable advance written notice; provided, however, that inspection is a visual act only, and inspection does not include construction, deconstruction, cutting, welding or other physical alteration of the Equipment.

9.ALTERATION; MODIFICATIONS; PARTS.  Lessee may not materially alter or modify the Equipment without the prior written consent of Lessor, such consent not to be unreasonably conditioned, delayed or withheld; provided, however, that Lessee shall have the right at any time and from time to time during the Term to make improvements to the Equipment, or any portion thereof, in connection with the

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requirements of Lessee’s business (each, an “Improvement”), without the prior consent of Lessor, so long as such Improvement (i) does not diminish the then fair market value or the utility of the Equipment and (ii) is performed in a good and workmanlike manner.  At least once per calendar quarter or upon written request by Lessor, to the extent any Improvement during the preceding three months involved an item of the Equipment identified by a serial number in the relevant Schedule, Lessee will notify Lessor of such Improvement and, if applicable, will provide the new serial number for such item of the Equipment.  Any Improvement, other than a Severable Improvement shall be a part of the Equipment, subject to this Agreement, and shall revert to Lessor at the expiration or earlier termination of this Agreement, with no obligation on the part of Lessor to reimburse Lessee or any other person or entity for it.  Any part installed in connection with warranty or maintenance service or which cannot be removed in accordance with the preceding sentence shall be the property of Lessor, with no obligation on the part of Lessor to reimburse Lessee or any other person or entity for it.          

10.LOSS OR DAMAGE; STIPULATED LOSS VALUE.  Until the Equipment is returned to and received by Lessor as provided in Section 14 hereof, Lessee shall bear the entire risk of loss or destruction or damage to the Equipment (“Casualty Loss”).  No Casualty Loss shall relieve Lessee from its obligations to pay Rent except as expressly provided in this section.  When any Casualty Loss occurs, Lessee shall notify Lessor as promptly as possible under the circumstances and, at the option of Lessee and at Lessee’s sole cost and expense, promptly place such Equipment in good repair and working order in the condition required by this Agreement.   If an item of Equipment is subject to a Total Loss (as hereinafter defined) as opposed to damage that may be repaired and is economically reasonable to repair, Lessee shall have the option, as hereinafter provided, either to replace each such item of Equipment with similar new or used Equipment, and upon any replacement, the Lessor shall be deemed to relinquish title to such Equipment and to receive title to the replacement Equipment (the “Replacement Equipment”), or to pay Stipulated Loss Value and make related payments, as hereinafter provided.  The Replacement Equipment shall have at least the value, expected residual value, function and remaining useful life, as such Equipment that suffered the Casualty Loss, assuming that such Equipment had been maintained in accordance with the maintenance provisions of the applicable Lease and it shall not result in such Equipment becoming “limited use property” within the meaning of Rev. Proc. 2001-28, 2001-19 C.B. 1156 or Rev. Proc. 2001-29, 2001-19 C.B. 1160 (or any successors thereto).  Provided that no Event of Default has occurred and is continuing, upon receipt of evidence reasonably satisfactory to Lessor of work performed or to be performed, the order of replacement goods, progress payments due for work in progress (or for work to be completed in phases), documented deposit requirements for work to be performed (including deposits required in advance of the commencement of work or the fabrication of replacement goods), images of completed work, or other similar evidence from Lessee or the vendor providing the repairs, Lessor will apply any net insurance proceeds received by Lessor on account of such loss to the cost of repairs or replacement and release such amount (if in Lessor’s custody) for payment to the vendor providing the repair or replacement for the Equipment or, if Lessee so requests, disburse to Lessee the applicable amount for payment by Lessee to such vendor.  Upon the occurrence of the loss, disappearance, theft, damage or destruction of any item of the Equipment, or the condemnation, confiscation, requisition, seizure, forfeiture or other taking of title to or use of any item of the Equipment or the imposition of any Lien thereon by any governmental authority (any of the foregoing occurrences being herein referred to as a “Total Loss”), Lessee shall have the option (evidenced by written notice from Lessee to Lessor within forty-five (45) days after the Total Loss) either (i) on the next date for the payment of Rent, pay to Lessor the Rent due on that date plus the Stipulated Loss Value (set forth in applicable Schedule) of the item or items of the Equipment with respect to which the Total Loss has occurred and any other sums due hereunder with respect to that Equipment (less any insurance proceeds or condemnation award actually paid and received by Lessor), and if such insurance proceeds exceed the Stipulated Loss Value, then such excess shall be paid to Lessee, or (ii) to replace such item or items of Equipment, such replacement to be effected as promptly as practicable (and Lessee shall continue to pay rent while awaiting any such replacement Equipment from the vendor thereof, while Lessor shall hold any insurance proceeds with respect to Equipment that is a Total Loss as collateral for Lessee’s obligations hereunder, pending the use of such insurance proceeds for the replacement cost of such Equipment in accordance with the terms hereof).  Upon Lessee’s election to make and the making of such payment, the Lease and the obligation to make future rental payments shall terminate solely with respect to the Equipment or items thereof so paid for and (to the extent applicable) Lessee shall become entitled thereto “AS IS WHERE IS” without warranty, express or implied, with respect to any matter whatsoever, except for the absence of any Liens of Lessor.  Stipulated Loss Value shall be determined as of the next date on which a payment of Rent is or would be due after a Total Loss, after payment of any Rent due on such date, and the applicable Stipulated Loss Value shall be that which is set forth with respect to such Rent payment date. If Lessee fails to perform its obligations under this Section 10, Lessor shall have the right to substitute performance, in which case, Lessee shall immediately upon demand, reimburse Lessor therefor.

11.INSURANCE.  Lessee shall cause to be obtained and maintained at all times (including, without limitation, any period of storage) on the Equipment, at its own expense, all risk physical damage insurance and comprehensive general and/or automobile (as appropriate) liability insurance (covering bodily injury and property damage exposure including, without limitation, contractual liability and products liability) in such amounts, against such risks, in such form and with such insurers as is customary for similarly situated operators of assets such as the Equipment; provided, however, that the amount of all-risk physical damage insurance shall not be less than the greater of (i) the replacement value of the Equipment; or (ii) the Stipulated Loss Value of the Equipment specified in the applicable Schedule.  Each physical damage insurance policy will name Lessor (together with its successors and assigns) as loss payee.  Each liability insurance policy shall provide coverage (including contractual, cross-liability and personal injury coverage) of not less than $50,000,000 or the amount required by law, whichever is greater for each occurrence, name Lessor (together with its affiliates and each of its and their successors and assigns) as an additional insured, and be primary as respects of any other insurance.  Each insurance policy shall provide, by endorsement or otherwise that the interests of Lessor shall not be invalidated by any action or inaction of Lessee or any other person or entity, and shall insure Lessor regardless of any breach or violation by Lessee or any other person or entity, of any warranties, declarations or conditions of such policies.  All policies shall contain a clause requiring the insurer to give Lessor at least thirty (30) days prior written notice of any material change in the terms or cancellation of the policy and shall include a waiver of subrogation as respects Lessor’s insurance policies.  Lessee shall be liable for all deductible portions of all required insurance.  Lessee shall furnish a certificate of insurance providing confirmation of these insurance policies and, at Lessor’s request, Lessee shall provide a copy of each insurance policy (with endorsements); provided, however, Lessor shall have no duty to ascertain the existence of or to examine the insurance policies to advise Lessee if the insurance coverage does not comply with the requirements of this Section.  If Lessee fails to insure the Equipment as required, Lessor shall have the right but not the obligation to obtain such insurance, and the cost of the insurance shall be for the account of Lessee due as part of the next due Rent.  Lessee consents to Lessor’s

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release, upon its failure to obtain appropriate insurance coverage, of any and all information necessary to obtain insurance with respect to the Equipment or Lessor’s interest therein.  Lessee hereby appoints Lessor as Lessee’s attorney-in-fact to (i) for so long as an Event of Default has occurred and is continuing and (ii) regardless of whether an Event of Default is then continuing, if the insurer of any Casualty Loss fails to comply with any loss payee clause, in each case (i) and (ii), Lessor shall have the authority, in the name and on behalf of Lessee, to make claim for, receive payment of, and execute and endorse all documents, checks or drafts issued with respect to any Casualty Loss under any insurance policy relating to the Equipment.

12.TAXES.  Lessee will pay all personal property taxes, fees, levies, imposts, duties, withholdings and governmental charges on the Equipment, including all sales, use, excise, goods and services, and other taxes and fees.  Lessee shall, to the extent permitted by law, cause all billings of such taxes, fees, levies, imposts, duties, withholdings and governmental charges to be made to Lessee.  Lessee shall indemnify and hold Lessor harmless from, all charges, fees, assessments and sales, use, excise and other taxes (including, without limitation, income, franchise, business and occupation, gross receipts, sales, use, licensing, registration, titling, commercial activity, personal property, stamp and interest equalization taxes, levies, imposts, duties, charges or withholdings of any nature), and any fines, penalties or interest thereon, imposed or levied by any governmental body, agency or tax authority upon or in connection with the Equipment, its purchase, ownership, delivery, leasing, possession, use or relocation of the Equipment or otherwise in connection with the transactions contemplated by each Lease or the Rent thereunder, but excluding taxes, levies, imposts, duties, charges or withholdings of any nature (including any related interest and penalties) on or measured by, or imposed with respect to, (i) the Lessor’s net or gross income, net or gross receipts, alternative minimum taxable income, items of tax preference, branch profits, franchise, capital, conduct of business, stock value or net worth or other status of Lessor (in each case other than taxes that are (or are in the nature of) sales, use, value added, transfer, excise and personal property taxes), (ii) resulting from Lessor’s gross negligence, willful misconduct, or the material breach by Lessor of any of its representations, warranties, covenants or obligations in this Agreement or the Lease, (iii) resulting from or arising out of any failure on the part of Lessor to file any tax returns or pay any taxes owing on a timely basis or any errors or omissions on Lessor’s tax returns unless, in each case, Lessee is responsible under the Lease for filing the returns pursuant to this Agreement or the Lease, (iv) attributable to a transfer or disposition (directly or indirectly) of any interest in the Equipment, the Lease or any part of the foregoing or any interest in Lessor (including a deemed transfer for tax purposes) other than (A) a transfer to Lessee pursuant to the exercise of any purchase option granted to Lessee under the Lease, or (B) a transfer pursuant to Lessor’s exercise of remedies in Section 21 of this Agreement as a result of an Event of Default, (v) resulting from the leasing, ownership, use or operation of the Equipment after Lessee’s return of the Equipment in compliance with the terms of this Agreement and the applicable Lease, except as a result of an Event of Default, (vi) imposed on Lessor (including by way of withholding) as a result of the failure by Lessor (or any member of Lessor) to be a “United States person” (within the meaning of Section 7701(a)(30) of the Internal Revenue Code (the “Code”), (vii) imposed on Lessor by any jurisdiction to the extent such taxes would not have been imposed on Lessor had Lessor not engaged in activities in such jurisdiction unrelated to the transactions contemplated by this Agreement or the Lease, and (viii) imposed on any transferee, assignee or successor in interest of Lessor to the extent such taxes are in excess of the taxes that would have been imposed on Lessor had such transfer or assignment not occurred.

Lessee shall, to the extent permitted by applicable law, prepare and file all property tax reports, renditions, tax returns and information statements which are required to be made with respect to any item of Equipment leased hereunder.  For that purpose, Lessor hereby appoints Lessee its agent and attorney-in-fact and Lessee shall be responsible for making filings and payments on behalf of Lessor where the incidence thereof falls on Lessor (but excluding, for the avoidance of doubt, federal or state income tax returns).  Lessor will cooperate with Lessee by timely providing information requested by Lessee in connection with Lessee’s preparation and filing of such reports, renditions, returns or information statements.  Lessor further agrees to promptly forward to Lessee any assessments, tax bills or other correspondence received in connection therewith.  Upon request, Lessee will furnish to Lessor proof of payment of all taxes and other imposts described above.

Lessee  shall  be  entitled  to  contest  the  imposition  of  taxes,  charges  and  fees (including penalties) subject to this Section 12 at Lessee’s sole cost and expense; provided that Lessee has confirmed in writing its liability for the amounts should it lose the contest, the contest does not create a material risk of sale, loss or forfeiture of the Equipment or otherwise create a material adverse impact on Lessor’s interest in the Equipment (as determined in Lessor’s sole good faith discretion), and Lessee keeps Lessor reasonably informed about the progress of the contest and provides Lessor copies of any filings or correspondence with the tax authorities about the case. Lessor shall provide to Lessee such information as Lessee may reasonably request in order to contest the applicable tax and shall otherwise cooperate with Lessee to the extent necessary to permit Lessee to conduct such contest. Lessor agrees not to settle any claim that Lessee is contesting in accordance with this Section 12 without the prior written consent of Lessee (such consent not to be unreasonably withheld, conditioned or delayed). If Lessor shall obtain a refund, credit or other tax benefit attributable to an amount paid by Lessee pursuant to this Section 12, Lessor shall promptly pay or credit to Lessee the amount of such refund, credit or tax benefit (net of all out-of-pocket expenses incurred in obtaining such refund, credit or tax benefit); provided that Lessee shall repay such amount to Lessor in the event Lessor is required to repay such refund, or is subsequently denied such credit or tax benefit, upon receipt of documentation from Lessor substantiating the loss of such refund, credit or tax benefit.

For the avoidance of doubt, Lessor acknowledges and agrees that Lessee shall be entitled to claim, for federal and state tax purposes, all tax attributes and benefits, including depreciation deductions, attributable to any Improvements, including without limitation all Severable Improvements.

13.PURCHASE & RENEWAL OPTIONS.  So long as no Event of Default constituting a rent payment default shall have occurred and be continuing, Lessee may:

(a) upon written notice to Lessor received at least one hundred eighty (180) days prior to the Term Expiration Date for the applicable Lease, purchase all, but not less than all, of the Equipment covered by the applicable Lease on such Term Expiration Date.  The purchase price for such Equipment (the “Purchase Price”), shall be its fair market value on an “in-place, in-use” basis, as mutually agreed by Lessor and Lessee, or, if they cannot agree after exchanging written statements of the estimated fair market value, then as determined in the following manner:

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(i) Lessor shall pick an appraiser of recognized regional standing and notify Lessee in writing of Lessor’s selection,

(ii) within ten (10) days after Lessee receives Lessor’s notice of the identity of the appraiser selected by Lessor, Lessee shall notify Lessor in writing of Lessee’s selection of an appraiser of recognized regional standing,

(iii) the two appraisers shall, within thirty (30) days after the appointment of Lessee’s appraiser nominee, meet and attempt to agree upon such fair market value, but if they are unable to agree, then the two appraisers shall together select a third appraiser of recognized regional or national standing, and shall notify in writing Lessor and Lessee of their selected appraiser,

(iv) such appraiser selected by the appraiser nominees of Lessor and Lessee shall be directed to complete its appraisal within thirty (30) days of its appointment pursuant to the foregoing and such third appraiser’s completed appraisal shall be the appraisal of the Equipment, and

(v) all costs arising from the foregoing shall be borne by Lessee.

If Lessee has elected to exercise its purchase option, then on the Term Expiration Date for any Equipment, Lessee shall pay to Lessor the Purchase Price, together with all sales and other similar taxes applicable to the transfer of the Equipment and any other amount payable and arising hereunder, in immediately available funds, whereupon Lessor shall transfer to Lessee, without recourse or warranty of any kind, express or implied, all of Lessor’s right, title and interest in and to such Equipment on an “as is, where is” basis, except Lessor will warrant that the Equipment is free and clear of any liens created by Lessor or any party on Lessor’s behalf; or

(b) upon written notice to Lessor received at least one hundred eighty (180) days prior to the Term Expiration Date for the applicable Lease, extend the Term of the applicable Lease for all, but not less than all, of the Equipment covered by such Lease for an additional period of not less than 24 months, during which the monthly Rental Payment Amount (as such term is used in the applicable Schedule) will remain the same Rental Payment Amount as initially set forth in the applicable Schedule.  At the end of any extension of the initial Term, Lessee may (i) purchase from Lessor all, but not less than all, of the Equipment on an “as is, where is, with all faults” basis and otherwise as described in paragraph (a) above, (ii) elect to further extend the Term on terms satisfactory to Lessor in Lessor’s sole discretion or (iii) upon written notice to Lessor received at least one hundred eighty (180) days prior to the expiration date of the extended Term (or with such longer notice period required pursuant to the applicable Lease), return all, but not less than all, of the Equipment covered by such Lease pursuant to the terms of Section 14 below and the terms of such Lease; or

(c) exercise any other early buyout option as and to the extent provided expressly in a Schedule.

If none of the foregoing options are exercised by Lessee, then Section 14 shall apply.

14.RETURN OF EQUIPMENT; HOLDOVER.  Except for Equipment that has suffered a Total Loss and is not required to be repaired pursuant to Section 10 hereof or Equipment which has been purchased by Lessee pursuant to Section 13 hereof, upon expiration or termination of the Term of a Lease, or upon demand by Lessor pursuant to Section 20 below, Lessee shall contact Lessor for shipping instructions and, at Lessee’s own risk, immediately return the Equipment, freight, Equipment loading, unloading and rigging costs prepaid, to a location in the continental United States specified by Lessor.  At the time of such return to Lessor, the Equipment shall (i) be in the operating order, repair and condition as required by Section 8 hereof and (ii) be capable of being immediately assembled and operated by a third party purchaser or third party lessee without further repair, replacement, alterations or improvements, and in accordance and compliance with any and all statutes, laws, ordinances, rules and regulations of any governmental authority or any political subdivision thereof applicable to the use and operation of the Equipment.  Except as otherwise provided under Section 13 hereof, at least one hundred eighty (180) days (but not more than two hundred seventy (270) days) before the expiration of any Term, Lessee shall give Lessor written notice of its intent to return the Equipment at the end of such Term (“Return Notice”).  During such one hundred eighty (180) day period, Lessor and its prospective purchasers or lessees shall have the right of access to the premises on which the Equipment is located to inspect the Equipment, and Lessee shall cooperate in all other respects with Lessor’s remarketing of the Equipment.  The provisions of this Section 14 are of the essence of the Lease, and upon application to any court of equity having jurisdiction in the premises, Lessor shall be entitled to a decree against Lessee requiring specific performance of the covenants of Lessee set forth in this Section 14.  If Lessee fails to return Equipment pursuant to the provisions of this Section, the terms and conditions of the Lease shall remain in full force and effect and Lessee shall be obligated to pay to Lessor Rent during each month (or any part thereof) when Lessor is not in possession of the Equipment after the end of the Term of the Lease (the “Holdover Period”) in an amount equal to one and one-quarter (1.25) times the monthly (or other applicable increment) rental payments required during the Term of the Lease.

15.GENERAL INDEMNITY.  Each Lease is a net lease.  Therefore, Lessee shall indemnify Lessor and its successors and assigns and each of their agents, officers, directors, members, managers, affiliates and employees (each an “Indemnitee”) against, and hold each such Indemnitee harmless from and against any and all Claims (other than to the extent such a Claim (i) results from the gross negligence or willful misconduct of such Indemnitee, (ii) is caused by or is attributable to Lessor’s breach of its express obligations or representations under this Lease, unless such breach is caused or results from a Default, (iii) is caused by or attributable to any voluntary sale, assignment, transfer or other disposition by such Indemnitee of the Equipment or any interest therein that is not a replacement thereof under this Lease or is otherwise not contemplated under the Lease, unless such sale, transfer or other disposition has resulted from or occurred following an Event of Default, (iv) is a claim which is expressly to be borne by Lessor under the terms of the Lease, (v) arises as a result of a Lessor’s Lien or (vi) comprises

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of any amounts ordinarily payable by Lessor under or in connection with any financing or refinancing of the Equipment), by paying (on an after-tax basis) or otherwise discharging same, when and as such Claims shall become due, including Claims arising on account of any Lease or the Equipment, or any part thereof, including the ordering, acquisition, delivery, installation or rejection of the Equipment, the possession, maintenance, use, condition, ownership or operation of any item of Equipment, and by whomsoever owned, used or operated, during the term of any Lease hereunder with respect to that item of Equipment, the existence of latent and other defects (whether or not discoverable by Lessor or Lessee), any claim in tort for negligence or strict liability, any claim for patent, trademark or copyright infringement, any claim for the loss, damage, destruction, removal, return, surrender, sale or other disposition of the Equipment or any item thereof, any claim arising from breach of any environmental law, or for whatever other reason whatsoever.  It is the express intention of both Lessor and Lessee that the indemnity provided for in this Section includes the agreement by Lessee to indemnify the Indemnitees from the consequences of such Indemnitees’ own simple negligence, whether that negligence is the sole or concurring cause of the Claims, and to further indemnify such Indemnitees with respect to Claims for which the Indemnitees are strictly liable.  Lessor or the Indemnitee affected thereby, shall give Lessee prompt notice of any Claim hereby indemnified against and, subject to the rights of insurers under any applicable policies of insurance, Lessee shall be entitled to control the defense thereof, so long as no payment default, bankruptcy or insolvency default or Event of Default has occurred and is then continuing and such Claim does not involve the possibility of criminal sanctions on any Indemnitee.  For the purposes of this Lease, the term “Claims” shall mean all claims, allegations, harms, judgments, good faith settlements entered into, suits, actions, debts, obligations, damages (whether incidental, consequential or direct), demands (for compensation, indemnification, reimbursement or otherwise), losses, penalties, fines, liabilities (including strict liability), charges that any Indemnitee has incurred or for which it is responsible, in the nature of interest, Liens (other than Lessor’s Liens), and costs (including reasonable attorneys’ fees and disbursements and any other reasonable legal or non-legal expenses of investigation or defense of any Claim, whether or not such Claim is ultimately defeated or incurred in enforcing the rights, remedies or indemnities provided for hereunder, or otherwise available at law or equity to Lessor), of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, by or against any person or entity; provided, however, Lessee’s indemnity obligation under this Section 15 shall exclude (a) any Claims that arise after Lessor or Lessor’s purchaser or lessee has taken possession of the Equipment after termination of the Lease and which are not related to any act or omission of Lessee, (b) Claims for taxes (it being agreed that Lessee’s indemnification obligations with respect to taxes are set forth in Sections 12 and 16), (c) Claims expressly excluded as set forth hereinabove.  For avoidance of doubt, the indemnity is not limited to claims by third parties (other than ordinary and usual operating and overhead expenses).  The provisions of this Section 15 with regard to matters arising during a Lease Term shall survive the expiration or termination of such Lease.

16.TAX INDEMNIFICATION.  Lessee acknowledges that Lessor, in determining the Rent due under the Lease, has assumed it is entitled to certain depreciation deductions with respect to the Equipment Cost (as defined in the Schedule) for tax purposes that are available to an owner of property with the same depreciation classification as the Equipment under Section 168(b) of the Code and under applicable state tax law on the basis of a permitted recovery period, the 200 percent declining balance (or other permitted) method, using the any permitted convention and assuming salvage value is zero (the “Tax Benefits”).  If as a result of any act (other than one permitted under this Agreement or the Schedule)), omission, breach of warranty or covenant or misrepresentation by Lessee (a “Lessee Action”), (i) all or any part of the Tax Benefits are lost, recaptured or deferred or (ii) Lessor is required to include in income any amount other than (A) Rent at the times such Rent is allocable in accordance with the terms of the Lease, (B) gain or other income realized by the Lessor in respect of payments of Stipulated Loss Value, (C) gain or other income realized by Lessor on a sale or other disposition of the Equipment if such sale shall not occur pursuant to the exercise of remedies during the continuance of an Event of Default or (D) any amount payable to Lessor on overdue payments as specified in the Lease (a “Loss”), Lessee shall pay Lessor, for each applicable Lease, as additional rent on each date that Rent would otherwise be due, an amount needed to provide Lessor with the same after-tax yield and after-tax cash flow as of such date (“Net Return”), but without duplication, as would have been realized by Lessor at such date had Lessor not incurred the Loss (“Additional Rent”).  The Additional Rent shall be computed by Lessor, which shall be subject to verification if requested by Lessee pursuant to this Section 16.  

Lessor will promptly notify Lessee of any claim that may give rise to indemnity hereunder. At Lessee’s reasonable written request, Lessor shall contest any such claim (at Lessee’s sole cost and expense) until a Final Determination is reached; provided that Lessee has confirmed in writing its liability for the amounts should it lose the contest and the contest does not create a material risk of sale, loss or forfeiture of the Equipment or otherwise create a material adverse impact on Lessor’s interest in the Equipment (as determined in Lessor’s sole good faith discretion) provided, further, that Lessor shall have no obligation to contest such claim beyond the administrative level of the Internal Revenue Service or other taxing authority. In any event, Lessor shall control all aspects of the contest, provided Lessor shall keep Lessee reasonably informed regarding the status of such contest, allow Lessee to participate in the contest at its own expense and with counsel of its choice and shall not settle the contest without the written consent of Lessee, which such consent shall not be unreasonably withheld, conditioned or delayed. If such administrative appeals are not successful, Lessor agrees to consult with Lessee to consider bringing a judicial action; however, the ultimate decision to bring a judicial action or not shall be made by Lessor in its good faith discretion. Lessee agrees to pay, promptly upon Lessor’s written demand, all documented legal fees and other out-of-pocket expenses incurred by Lessor in defending any such claim even if Lessor’s defense is unsuccessful.  A “Final Determination” shall mean (i) a decision, judgment, decree or other order by a court of competent jurisdiction, which decision, judgment, decree or other order has become final after all allowable appeals (other than appeals to the United States Supreme Court) by either party to the action have been exhausted or the time for filing such appeals has expired, a (ii) a closing agreement entered into by Lessor in good faith  under Section 7121 of the Code or any other settlement agreement entered into in connection with an administrative or judicial proceeding, (iii) the expiration of time for instituting a claim for refund, or if such a claim was filed, the expiration of the time for instituting suit with respect thereto or (iv) the expiration of the time for instituting suit with respect to the claimed deficiency.

Notwithstanding the foregoing, Lessee shall have no obligations to indemnify Lessor for any Loss that results from (a) a casualty to the Equipment if Lessee pays the amount Lessee is required to pay as a result of such casualty, (b) Lessor’s sale of the Equipment or its interest in the Lease other than pursuant to the exercise of remedies following an Event of Default hereunder, (c) failure of Lessor to have sufficient income to utilize the Tax Benefits, to timely or properly claim such Tax Benefits or to report rent and interest for federal and state income tax purposes in accordance with the Schedule, (d) an event requiring Lessee to pay Lessor’s Loss (or an amount calculated by reference thereto) and such amount is paid in full at the time and manner provided by the Lease, (e) the failure of the Lease to be a “true lease” for federal income

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tax purposes or the failure of the Lease to have “economic substance” within the meaning of Section 7701(o) of the Code (in each case, other than due to a Lessee Action), (f) the gross negligence or willful misconduct of Lessor or (g) a change in tax law (including tax rates) effective after the Lease begins.

Any Additional Rent due under this Section 16 for a Loss shall be payable upon the occurrence of the latest of (i) thirty (30) days after the date of Lessor’s notice to Lessee pursuant to this Section 16 or (ii) five (5) days after the completion of any contest requested by Lessee pursuant to this Section 16, provided, however, that Lessee shall not be permitted to defer payment of Additional Rent beyond the date Lessor shall be required to pay the additional taxes giving rise to such Additional Rent payable by Lessee (taking into account any payment deferral allowed by a contest of the applicable tax claim); provided, further however, that if Lessee shall elect to pay such sum before the later of the dates specified in (i) and (ii) above, Lessee shall not be required to pay Lessor the amount of any interest that shall be attributable to the period after such payment by Lessee. Lessor shall provide Lessee with supporting computation of the Loss for which Additional Rent is claimed.  If Lessee elects to contest a Loss in accordance with this Section 16 and if there is a Final Determination which clearly establishes that the tax payable by Lessor is less than the Additional Rent payment made by Lessee, Lessor shall refund the difference to Lessee, less Lessor's unreimbursed out-of-pocket costs and expenses incurred in connection with such contest.  

If Additional Rent is due hereunder, Lessor shall in good faith calculate the amount necessary to maintain the same Net Return that Lessor would have realized from time to time had Lessor not incurred the Loss and provide Lessee a written explanation of the rationale for the Net Return used and the calculation of the payment due.  If Lessee does not object in writing to such rationale and calculation within thirty (30) days, such rationale and calculation shall be binding on Lessee and Lessor.  If Lessee does provide written notice of its reasonable objection thereto within thirty (30) days of receipt of the notice from Lessor, Lessor shall nominate a “Big 4” accounting firm that is reasonably acceptable to Lessee and which is not the financial statement auditor of either Lessee or Lessor to review Lessor’s rationale of its Net Return and explanation of the amount due and Lessee’s objections thereto. Absent manifest error, such accounting firm’s determination of Lessor’s Net Return and the Additional Rent due hereunder shall be final and binding on the parties.  The Parties shall request that such accounting firm make its determination no later than twenty (20) days of the request therefor.  Such accounting firm’s fees shall be paid by Lessee, unless such accounting firm determines that the Additional Rent actually due is ninety-five percent (95%) percent or less than the amount determined by Lessor.

If Lessor, as a result of a Loss occurring with respect to any year under circumstances that require Lessee to indemnify Lessor with respect to such Loss, shall actually realize, with respect to any year, income tax savings (including, without limitation, by reason of any refunds of or credits against tax) that would not have been realized but for such Loss or the event giving rise thereto, and such savings were not previously taken into account in computing the indemnity amount paid to Lessor, Lessor shall pay to Lessee an amount equal to such income tax savings that it actually realizes plus the amount of any income tax savings that it actually realizes as the result of any payment made pursuant to this sentence (calculated in accordance with the same methodology used to determine Lessor’s Net Return); provided, however, the sum of all payments by Lessor to Lessee pursuant to this paragraph shall not exceed the sum of all prior indemnity payments to Lessor by Lessee pursuant to this Section 16 less the amount of all prior payments by Lessor to Lessee under this paragraph; provided, further, that Lessor will be under no obligation to make any payment contemplated under this paragraph if an Event of Default has occurred and is continuing.  Any subsequent loss of income tax savings realized by Lessor in calculating such reverse indemnity payment to Lessee pursuant to this paragraph shall be indemnifiable as a Loss without regard to the exclusions in this Section 16 (other than the exclusion for the gross negligence or willful misconduct of Lessor).  Any payment due to Lessee pursuant to this paragraph shall be paid within thirty (30) days after Lessor has actually realized such tax savings.  Lessor shall in good faith use diligence in claiming and pursuing refunds and tax benefits that would result in payments to Lessee under this paragraph; provided, that all reasonable, documented out-of-pocket costs and expenses incurred by Lessor in connection therewith shall be for the account of Lessee and shall be paid by Lessee.

17.ASSIGNMENT BY LESSEE PROHIBITED.  LESSEE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, (i) ASSIGN, TRANSFER, PLEDGE OR OTHERWISE DISPOSE OF ANY LEASE OR PROPERTY, OR ANY INTEREST THEREIN (EXCEPT FOR DISPOSITIONS OF THE PROPERTY EXPRESSLY PERMITTED HEREBY); or (ii) SUBLEASE OR LEND ANY EQUIPMENT OR PERMIT IT TO BE USED BY ANYONE OTHER THAN LESSEE AND ITS EMPLOYEES (EXCEPT AS OTHERWISE SET FORTH IN A SCHEDULE).

18.ASSIGNMENT BY LESSOR.  Lessor and its successors and assigns may sell, assign, transfer or syndicate its rights, title and interest in and to any Lease and the Equipment, individually or together, in whole or in part, and/or grant or assign a security interest in any Lease and the Equipment individually or together, in whole or in part; provided, however, that so long as no Event of Default or event which with the giving of notice, the passage of time, or both, would constitute an Event of Default shall have occurred, Lessor shall not make any assignment to any entity not affiliated with Lessor without obtaining Lessee’s prior written consent, which such consent shall not be unreasonably withheld, conditioned or delayed and Lessee shall enjoy its right to quiet enjoyment as set forth in Section 24 below.  Each such assignee shall have all of the rights of Lessor under each Lease assigned to it.  Lessee shall not assert against any such assignee any claims or defenses by way of abatement, set-off, counterclaim or recoupment that Lessee may have against Lessor or any other person or entity.  Upon receipt of written notice of Lessor’s assignment of all or any part of its interest in any Lease, Lessee agrees to attorn to and recognize any such assignee as the owner of such assigned Lessor’s interest in any Lease and Lessee shall thereafter make such payments, including without limitation such Rent as are indicated in the notice of assignment, to such assignee.  No such Lessor assignment will alter the terms and conditions of the relevant Lease or expand, enlarge or modify the obligations of Lessee.  Notwithstanding any such assignment, Lessee will continue to deal directly and solely with Stonebriar Commercial Finance LLC as administrative agent for the lessors (whether one or more), including affiliates of Lessor, until such time as Lessee has received written notice that such administrative agent has been replaced and Lessee has had reasonable time to acknowledge such notice.  Lessee agrees that Lessor may disclose information regarding Lessee and the transactions to any such assignee, potential assignee, rating agency or other party in connection with any such Lessor assignment so long as such party is informed

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by Lessor of the confidential nature of any documents or information which Lessor has otherwise agreed to keep confidential and agrees to keep such information confidential.

19.REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSEE.  Lessee represents, warrants and covenants to Lessor that:

(a) it is and will at all times remain a “registered organization” (as defined in the Uniform Commercial Code) duly organized, validly existing and in good standing under that laws of the State indicated in the first paragraph of this Agreement, and that Lessee’s exact legal name is as set forth in the first paragraph of this Agreement;

(b) the execution, delivery and performance by Lessee of or under this Agreement are within Lessee’s powers, have been duly authorized by all necessary corporate or other organizational action on the part of Lessee, do not require the approval of any stockholder, member, partner, trustee or holder of any obligations of Lessee except such as have been duly obtained and do not and will not at any time violate (i) Lessee’s organizational documents, (ii) the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound and which would constitute a material agreement for the Guarantor and its subsidiaries taken as a whole, or (iii) any law, governmental rule, regulation, or order or contractual restriction binding on or affecting Lessee;

(c) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by Lessee of this Agreement, other than filings necessary to evidence and perfect liens and claims arising in connection with a lease;

(d) each Lease constitutes the legal, valid and binding obligations of Lessee enforceable against Lessee in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, fraudulent transfer and other 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);

(e) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, to which Lessee is a party, pending or threatened in writing against or affecting Lessee, nor to the best knowledge of Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect on the transactions contemplated by any Lease or any other document, agreement or certificate which is used or contemplated for use in the consummation of transactions contemplated by any Lease or on the Lessee.  Further, Lessee is not in default under any obligation for borrowed money, for the deferred purchase price of property or any lease agreement which, either individually or in the aggregate, would have a Material Adverse Effect on the Lessee or the Guarantor under the laws of the state(s) in which the Equipment is to be located;

(f) except as set forth in the applicable Schedule, the Equipment consists solely of and will remain personal property and not fixtures;

(g) the financial statements of Guarantor (copies of which have been furnished to Lessor) have been prepared in all material respects in accordance with US generally accepted accounting principles consistently applied (“GAAP”), and fairly present in all material respects in accordance with GAAP Lessee’s financial condition and the results of its operations as of the date of and for the period covered by such statements (subject, in the case of quarterly financial statements, to customary year-end adjustments and footnotes), and since the date of such statements, as of the date hereof there has been no material adverse change in such conditions or operations;

(h) No Lease Party nor any officer, director or affiliate (and for purposes hereof, “affiliates” shall be limited to those persons whose actions would subject Lessor to penalties, investigations, restrictions or other similar actions by the relevant governmental authorities under sanctions or anti-money laundering laws) thereof (i) is or will become a person whose property or interest in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Equipment and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)); (ii) will engage in any dealings or transactions prohibited by such executive order, or be otherwise associated with any such person in any manner that is in violation of such executive order; or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons (“SDN List”) or subject to the limitations or prohibitions under any other regulation, executive order or sanctions programs administered by the Office of Foreign Assets Control; and

(i) No part of the extensions of credit hereunder or the Equipment leased hereunder will be used, directly or indirectly, for any benefit or advantage to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended from time to time.

20.DEFAULT.  Lessee shall be in default under each Lease upon the occurrence and during the continuance of any one or more of the following events (each, an “Event of Default”):

(a) Lessee fails to pay when due (i) any Rent required to be paid by Lessee under or in connection with any Lease and any such failure continues for two (2) business days after written notice is provided by Lessor to Lessee; or (ii) any other amount due under this Agreement and any such failure continues for ten (10) business days after written notice of such failure is provided by Lessor to Lessee;

(b) Lessee shall fail to obtain and maintain the insurance required herein;

(c) Lessee or Calumet, Inc., a Delaware corporation (“Guarantor” and together with Lessee, the “Lease Parties”) fails to perform or observe any other covenant, condition or agreement provided under or in connection with a Lease and such failure shall continue unremedied for a period of ten (10) days after Lessor’s written notice thereof to Lessee;

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(d) any statement, representation or warranty made or financial information (other than projections of future performance) delivered or furnished by any Lease Party to Lessor under or in connection with a Lease shall prove to have been false, misleading, erroneous or inaccurate in any material respect as of the date when made;

(e) any petition for relief is filed by or against Lessee under any bankruptcy, insolvency, reorganization or similar laws and any such matter instituted against any Lease Party is not dismissed or fully stayed within forty-five (45) days following the filing or commencement thereof;

(f) any Lease Party fails to make any payment when due or fails to perform or observe any covenant, condition or agreement to be performed by it under any agreement or obligation to any creditor (including Lessor under any other agreement or any other Lease under this Agreement) which failure would permit, with the giving of notice or the lapse of time, the acceleration of the due date for an amount in excess of $50,000,000, after any and all applicable cure periods therefor shall have elapsed;

(g) any judgment in excess of $50,000,000 shall be rendered against any Lease Party which shall remain unpaid in accordance with its terms or is not fully stayed for a period of forty-five (45) days;

(h) (i) any Lease Party shall dissolve, liquidate, wind up or cease its business; convey, lease or otherwise dispose of all or substantially all of its assets, (ii) any Lease Party makes any material change in its capital structure or lines of business in violation of either (A) the material indentures governing the Guarantor’s then outstanding publicly traded promissory notes, or (B) the Guarantor’s principal revolving credit facility; provided that the Event of Default described in this Section 20(h)(ii) shall not apply while Guarantor is rated B3 or better by Moody’s (or its equivalent under any successor rating categories of Moody's) or B- or better by S&P (or its equivalent under any successor rating categories of S&P), or (iii) Lessee or Guarantor merges or consolidates with any entity other than, in the case of Lessee, Guarantor or a wholly owned subsidiary of Guarantor, or divides or is divided, in each case other than pursuant to any Permitted Transaction and such merger or consolidation has a Material Adverse Effect;

(i) Lessee ceases to be a subsidiary controlled by Guarantor and a majority of whose equity interests are owned (directly or indirectly) by Guarantor (unless Lessor shall have consented thereto in writing), other than pursuant to any Permitted Transaction;

(j) if there is a Change of Control of  Guarantor other than pursuant to any Permitted Transaction.  For the purposes of this Section 20(j), a “Change of Control” shall mean the occurrence of (i) the consummation of any transaction (including any merger or consolidation), in one or a series of related transactions, the result of which is that any “person” (as that term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), excluding the Qualifying Owners, becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the Voting Stock of Guarantor, measured by voting power rather than number of shares, units or the like; or (ii) the first day on which a majority of the members of the board of directors of Guarantor cease to be composed of individuals (A) who were members of that board on the date of this Agreement, or (B) whose election or nomination to that board was approved by the board of directors of Guarantor; provided, however, that a “Change of Control” shall not include the mere change in form of the Guarantor or other subsidiary thereof.  “Qualifying Owners” means collectively, any of the trustees, beneficiaries or the heirs or family members of any of the foregoing, including The Heritage Group, Irrevocable Intervivos Trust No. 12.27.73 for the Benefit of Fred Mehlert Fehsenfeld, Jr. and his issue, dated December 18, 2012 and Maggie Fehsenfeld Trust No. 106 12.30.74 for the Benefit of Fred Mehlert Fehsenfeld, Jr. and his issue, dated December 18, 2012, and their respective affiliates, and the trustees, beneficiaries or the heirs or family members of any of the foregoing. “Voting Stock” means with respect to any person, Equity Interests issued by such person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even though the right so to vote has been suspended by the happening of such a contingency.  “Equity Interests” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests, and (e) 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. . The occurrence of either one or more of the actions described in clauses (i) or (ii) above shall constitute a Change of Control; provided, however, that no Change of Control shall be deemed to have occurred if Lessor consents in writing to such occurrence prior to the consummation thereof;

(k) [RESERVED];

(l) any collateral security, including any security deposit or letter of credit delivered pursuant to any Schedule, is cancelled, terminated or becomes illegal, invalid, prohibited or unenforceable and such collateral security is not fully restored as contemplated herein within two (2) business days after written notice is provided by Lessor to Lessee.; or

(m) any Event of Default (as such term is defined therein) occurs under any other agreement between any Lease Party on the one hand, and Lessor or any affiliate of Lessor, on the other; provided, however, that if such Event of Default occurs in an agreement, other than a Schedule or Lease, subject to, referencing or incorporating the terms of this Agreement, such Event of Default continues for two (2) business days after written notice of such Event of Default is provided by Lessor to Lessee.

“Permitted Transaction” means (a) an IPO Event, (b) a SPAC Transaction or (c) a Consolidation Event so long as, in each case, after said Permitted Transaction either (i) Guarantor has a direct or indirect controlling stake in Lessee; or (ii) Guarantor or one of its subsidiaries continues to provide material operational support for the Equipment through a bona fide master services agreement. If neither of the foregoing control criteria are satisfied, Lessor shall have the option, in its sole discretion, to waive these criteria by providing written notice of its consent to the applicable transaction to Lessee. If neither of the foregoing control criteria are satisfied and Lessor does not waive these criteria (provided that Lessor shall be deemed to have waived these criteria, and the applicable transaction deemed a Permitted Transaction, if Lessor fails to object and demand payment of Stipulated Loss Value within 60 days of the occurrence of the applicable transaction), Lessee shall pay to Lessor the applicable Stipulated Loss Value within ten (10) business days of Lessor demanding payment of said Stipulated Loss Value.  Upon Lessee

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making such payment, the Lease and the obligation to make future rental payments shall terminate and (to the extent applicable) Lessee shall become owner of, and Lessor shall convey to Lessee all of Lessor’s right, title and interest in and to the Equipment subject to such Lease “AS IS WHERE IS” without warranty, express or implied, with respect to any matter whatsoever, except for the absence of any Liens of, or created by or through, Lessor.  For the avoidance of doubt, the applicable Stipulated Loss Value shall be determined as of the date of Lessor’s receipt thereof. “IPO Event” means the issuance by Guarantor or Lessee of its common equity interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) on a United States national securities exchange (including NYSE, NASDAQ, or any other stock exchanges having a market capitalization of over $3 trillion or otherwise acceptable to Lessor in its reasonable discretion), pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act of 1933 (whether alone or in connection with a secondary public offering). “SPAC Transaction” means an acquisition, merger or other business combination between Guarantor or Lessee and a SPAC, provided that (A) the surviving entity in any related merger transaction shall be Guarantor or Lessee, (B) the transaction shall result in securities of Guarantor or Lessee, or the immediate parent company thereof, being listed on a United States national securities exchange, and (C) Lessee shall have provided ten (10) business days prior written notice of the transaction to Lessor, and Lessor shall have received copies of the material documents entered into to effect the SPAC Transaction. "SPAC" means a newly formed special purpose acquisition entity, which (1) has been formed with the purpose of raising capital, (2) has completed an initial public offering resulting in the equity interests of such entity being listed on a United States national securities exchange, and (3) does not conduct any material business or maintain any material assets other than cash or cash equivalents. “Consolidation Event” means the consolidation, amalgamation or merger of Guarantor or Lessee with another entity such that Guarantor/Lessee is the surviving entity and the creditworthiness of each of Guarantor and Lessee is not weakened by virtue of the occurrence of the Consolidation Event.

The occurrence of an Event of Default with respect to any Lease shall, at the sole discretion of Lessor, constitute an Event of Default with respect to any or all Leases under this Agreement to which Lessor and Lessee are then a party without (except as otherwise expressly provided herein) the necessity of any notice or demand on the part of Lessor.  Notwithstanding anything set forth herein, Lessor may exercise all rights and remedies hereunder independently with respect to each Lease.

21.REMEDIES.  Upon the occurrence and continuation of an Event of Default, Lessor shall have the right, in its sole discretion to exercise any one or more of the following remedies so long as such Event of Default remains uncured:

(a) terminate the applicable Lease and all of Lessee’s rights, but not its obligations, under such Lease and in and to the Equipment leased thereunder;

(b) declare any and all Rent and other payment obligations under each Lease immediately due and payable, including all past, present and future Rent and other payment obligations;

(c) take possession of or render unusable by Lessee any or all items of Equipment, wherever located, without demand, notice, court order or other process of law, and without liability for entry to Lessee’s premises, for damage to Lessee’s property or otherwise;

(d) demand that Lessee return any or all Equipment to Lessor in accordance with Section 14 above, and, for each day that Lessee shall fail to return any item of Equipment, Lessor may demand an amount equal to the Rent payable for such Equipment in accordance with Section 14 above;

(e) lease, sell or otherwise dispose of any or all of the Equipment, whether or not in Lessor’s possession, in a commercially reasonable manner at public or private sale with or without notice, with the right of Lessor to purchase and apply the net proceeds of such disposition, after deducting all costs of such disposition (including but not limited to costs of transportation, possession, storage, refurbishing, advertising and brokers’ fees), to the obligations of Lessee arising under the Lease, with Lessee remaining liable for any deficiency until all obligations under this Agreement are paid in full and with any excess being retained by Lessor;

(f) recover the following amounts from Lessee as damages, not as a penalty but herein liquidated for all purposes as follows (subject to the Lessor’s duty, if any, to mitigate damages as and to the extent provided under applicable law):

i) all costs and expenses of Lessor reimbursable to it hereunder, including, without limitation, expenses of disposition of the Equipment, legal fees and all other amounts specified in Section 22 below;

ii) an amount equal to the sum of (A) any accrued and unpaid Rent through the later of the date of the applicable default or the date that Lessor has obtained possession of the Equipment; and (B) if Lessor resells or relets the Equipment, Rent at the periodic rate provided for in each Lease for the additional period that it takes Lessor to resell or re-let all of the Equipment;

iii) the present value of all future Rent reserved in the Leases and contracted to be paid over the unexpired Term of the Leases discounted at two percent (2.0%) per annum;

iv) all reasonable documented out of pocket costs and expenses related to (A) Lessor’s repossession of the Equipment and (B) maintenance, repair and other work required to return the Equipment in the condition required by this Agreement and the applicable Schedule; and

v) any indebtedness for Lessee’s indemnity under Sections 15 and 16 above, plus a late charge at the rate specified in Section 3 above (but provided, for the avoidance of doubt, that no such Section 3 late charge shall be charged on account of the acceleration of the due date of all Rents in accordance with the foregoing or the subsequent untimely payment thereof);

(g) proceed by appropriate court action, either at law or in equity (including an action for specific performance), to enforce performance by Lessee or to recover damages associated with such Event of Default; or exercise any other right or remedy available to Lessor at law or in equity; and

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(h) by offset, recoupment or other manner of application, apply any security deposit, monies held in deposit or other sums then held by Lessor, and with respect to which Lessee has an interest, against any obligations of Lessee arising under this Lease, whether or not Lessee has pledged, assigned or granted a security interest to Lessor in any or all such sums as collateral for said obligations.

Lessor may pursue any other rights or remedies available at law or in equity, including, without limitation, rights or remedies seeking damages, specific performance and injunctive relief.  In addition, Lessor may cure Lessee’s default, and Lessee shall be responsible for immediately reimbursing Lessor for all amounts paid by Lessor to cure such default.  Any failure of Lessor to require strict performance by Lessee, or any waiver by Lessor of any provision hereunder or under any Schedule, shall not be construed as a consent or waiver of any other breach of the same or of any other provision.  Any amendment or waiver of any provision hereof or under any Schedule or consent to any departure by Lessee herefrom or therefrom shall be in writing and signed by Lessor.

Interest at the per annum rate (the “Overdue Rate”) equal to the lesser of (i) the greater of (a) twelve percent (12%) and (b) the Prime Rate plus two percent (2%) and (ii) the highest lawful rate Lessee can legally obligate itself to pay or Lessor can legally collect, shall accrue with respect to any amounts payable under this Section 21 for as long as such amounts remain outstanding, and shall be paid by Lessee upon demand. For purposes hereof, “Prime Rate” means, at the time any determination thereof is to be made, the fluctuating per annum rate of interest then most recently reported in the Wall Street Journal as the “Prime Rate” in the United States of America and if reported as a range, the interest rate shall be the mid-point of the range.  In the event that the Wall Street Journal ceases to report the Prime Rate, then “Prime Rate” shall mean the fluctuating interest rate per annum announced from time to time by JPMorgan Chase Bank, N.A. as its “prime rate” (or, if otherwise denominated, such bank’s reference rate for interest rate calculations on general commercial loans), which rate is not necessarily the lowest or best rate which such bank may at any time or from time to time charge any of its customers.

In addition to the rights and remedies of Lessor set forth in this Agreement, upon the occurrence and continuation of an Event of Default, except as otherwise set forth in the applicable Schedule (i) Lessee shall permit Lessor and its designees and agents (which may include any prospective purchasers of the Equipment) to access the Equipment on the property on which it is located; (ii) Lessor shall have the right to (A) keep the Equipment on such property for the period of time that is necessary or desirable for Lessor to exercise its rights and remedies under the applicable Lease, and (B) sell the Equipment while it is located on such property; and (iii) Lessor and any purchaser of the Equipment shall have the right to dismantle all or any portion of the Equipment on such property and to remove the Equipment from such property.  

In the event Lessor takes possession of or otherwise exercises remedies with respect to any Equipment, then for so long as such Equipment remains located on the premises of Lessee’s real property and so long as Lessee remains in control of such real property and continues to conduct normal business operations thereon, Lessor shall comply in all material respects with all applicable health, safety and environmental laws in connection with such Equipment and shall also use commercially reasonable efforts to ensure that the ongoing use of such Equipment does not unreasonably interfere with other operations at Lessee’s refinery facility or the bona fide health, safety and environmental policies and practices in place with respect thereto.

No right or remedy is exclusive of any other provided herein or permitted by law or equity.  All such rights and remedies shall be cumulative and may be enforced concurrently or individually from time to time.

22.LESSOR’S EXPENSES.  All reasonable, documented out-of-pocket costs and expenses incurred by Lessor in connection with entering into this Agreement and the transactions contemplated hereby shall be for the account of Lessee and shall be paid by Lessee.  Lessee shall pay Lessor on demand all out of pocket costs and expenses in protecting and enforcing Lessor’s rights and interests in each Lease and the Equipment, including, without limitation, legal, collection, inspection, appraisal, search, recording, titling, filing and remarketing fees and expenses incurred by Lessor in enforcing the terms, conditions or provisions of each Lease or, upon the occurrence and continuation of an Event of Default.

23.LESSEE’S WAIVERS.  To the extent permitted by applicable law, Lessee hereby waives any and all rights and remedies conferred upon a lessee by Sections 2A-508 through 2A-522 of the UCC.  To the extent permitted by applicable law, Lessee also hereby waives any rights now or hereafter conferred by statute or otherwise which may require Lessor to sell, lease or otherwise use any Equipment in mitigation of Lessor’s damages as set forth in Section 21 above or which may otherwise limit or modify any of Lessor’s rights or remedies under this Agreement.  Any action by Lessee against Lessor for any default by Lessor under any Lease shall be commenced within one year after Lessee becomes aware that any such cause of action accrues.

24.QUIET ENJOYMENT.  So long as no Event of Default has occurred and is continuing, Lessee shall peaceably hold and quietly enjoy the Equipment without interruption by Lessor or any person or entity claiming through Lessor.

25.NOTICES; ADMINISTRATION.  Except as otherwise provided herein, all notices, approvals, consents, correspondence or other communications required or desired to be given hereunder shall be given in writing and shall be delivered by overnight courier, hand delivery or certified or registered mail, postage prepaid (with confirmation of receipt):

a) if to Lessor, then to 5525 Granite Parkway, Suite 1800, Plano, Texas 75024, ATTN: Credit Department, e-mail: notice@StonebriarCF.com, or such other address as shall be designated by Lessor; and

b) if to Lessee, then to

(i) 1060 N Capitol Ave, Suite 6-401, Indianapolis, IN 46204,  Attention: Chief Financial Officer; email: david.lunin@calumetspecialty.com; and

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(ii) 1060 N Capitol Ave, Suite 6-401, Indianapolis, IN 46204, Attention: General Counsel; email: greg.morical@calumetspecialty.com,

or such other addresses as shall be designated by Lessee.

All such notices and correspondence shall be deemed given, and effective, when received.  The parties hereto may correspond with one another by email, and email addresses are provided above for that purpose, but notices required hereunder shall not be effective unless provided by overnight courier, hand delivery or certified or registered mail, postage prepaid (with confirmation of receipt).  Facsimile transmissions shall not be effective for purposes of giving notice hereunder.

26.FURTHER ASSURANCES.  Lessee, upon the request of Lessor, will execute, acknowledge, record or file, as the case may be, such further documents and do such further acts as may be reasonably necessary, desirable or proper to carry out more effectively the purposes of this Agreement and the transactions contemplated hereby.

27.FINANCIAL STATEMENTS.  Lessee shall cause Guarantor to deliver to Lessor: (i) as soon as available, but not later than one

hundred twenty (120) days after the end of each fiscal year of Guarantor and its consolidated subsidiaries, the consolidated balance sheet, income statement and statements of cash flows and shareholders equity for Guarantor and its consolidated subsidiaries (the “Financial Statements”) for such year, prepared in accordance with GAAP and certified by independent certified public accountants of recognized standing selected by Guarantor; and (ii) as soon as available, but not later than sixty (60) days after the end of each of the first three fiscal quarters in any fiscal year of Guarantor and its consolidated subsidiaries, the Financial Statements for such fiscal quarter, together with a certification duly executed by the chief financial officer of Guarantor that such Financial Statements have been prepared in all material respects in accordance with GAAP and fairly present in all material respects in accordance with GAAP (subject to notes and normal year-end audit adjustments) the financial condition and results of operations of the Guarantor and its consolidated subsidiaries taken as a whole; provided, however, that Financial statements, opinions of independent certified public accountants and other certificates and information required to be delivered by Lessee pursuant to this Section 27 shall be deemed to have been delivered if Guarantor shall have timely filed with the SEC or EDGAR an SEC Form 10-Q or Form 10-K satisfying the requirements of this Section, or such items are timely posted by or on behalf of Guarantor on a website to which Lessor has access free of charge.

28.GOVERNING LAW; CONSENT TO JURISDICTION.  EACH LEASE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE EQUIPMENT.  The parties agree that any action or proceeding arising out of or relating to a Lease may be commenced in any federal or state court sitting in the Southern Federal District of New York or the Eastern Federal District of Texas and the parties irrevocably submit to the jurisdiction of each such court and agree not to assert, by way of motion, as a defense or otherwise, in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that the Lease or the subject matter thereof or the transaction contemplated hereby or thereby may not be enforced in or by such court.

29.WAIVER OF JURY TRIAL.  LESSEE AND LESSOR IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

30.SEVERABILITY; INTEGRATION.  If any provision shall be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired.  Lessee acknowledges that Lessee has read this Agreement and the schedule hereto, understands them, and agrees to be bound by their terms and conditions.  Further, Lessee and Lessor agree that this agreement and the schedules delivered in connection herewith from time to time are the complete and exclusive statement of the agreement between the parties, superseding all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter hereof.

31.COUNTERPARTS; DELIVERY.  This Agreement may be signed in counterparts, manually or electronically, and each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  Any signature delivered by facsimile or in "pdf" or similar electronic format shall be deemed an original signature hereto.

32.LEASE DOCUMENTS.  For the convenience of the parties in future communication, this Agreement, the Schedules and all other agreements, instruments, documents and records executed or delivered in connection herewith or therewith may be referred to as the “Lease Documents.”

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IN WITNESS WHEREOF, the parties hereto have executed or caused this Master Lease Agreement to be duly executed by their respective duly authorized officers as of the date first above written

calumet MONTANA REfining, LLC By: /s/ David Lunin Name: David Lunin Title: Executive Vice President and Chief Financial Officer STONEBRIAR COMMERCIAL FINANCE LLC By: /s/ Harrison P. Smith Name: Harrison P. Smith Title: Vice President

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EX-10.6

EXHIBIT 10.6

EQUIPMENT SCHEDULE NO. 1

Lessor:STONEBRIAR COMMERCIAL FINANCE LLC

Lessee:CALUMET MONTANA REFINING, LLC

THIS EQUIPMENT SCHEDULE NO. 1, dated as of September 30, 2024 (this “Schedule”), is executed, and the Equipment (defined below) is hereby leased, pursuant to that certain Master Lease Agreement, dated as of September 30, 2024(the “MLA”), between Lessee and Lessor, the terms of which are incorporated herein by reference.  This Schedule is a schedule to the MLA as contemplated therein, this Schedule incorporates by reference the terms and conditions of the MLA and any Riders or other addenda referencing the MLA or this Schedule, and constitutes a separate instrument of lease effective as of the date accepted by Lessor as indicated below. Unless specifically defined herein, capitalized terms used in this Schedule shall have the same respective definitions as set forth in the MLA.

The equipment and other property leased hereunder shall be as set forth in Exhibit A attached hereto and incorporated herein for all purposes (the “Equipment”), and Lessee hereby irrevocably acknowledges receipt and acceptance of the Equipment in satisfactory condition. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the Equipment shall not include any vehicles or any of the property described in Exhibit C attached hereto.

Lessee hereby agrees to the following terms and provisions:

1. Equipment Location(s):	1900 10th St NE, Great Falls, MT 59404
2.  Equipment Cost:	$150,000,000.00
3.  Rental Payment Amount:	$1,925,700.00 (plus any applicable sales/use tax)
4.  Rental Payment Due Dates:	The first day of each month during the Initial Term, beginning on, and including, October 1, 2024
5.  Initial Term:	From the date hereof through, and including, the ninth (9th) anniversary of the Conversion Date.
6.  Conversion Date:	The first day of the month following the first to occur of (a) February 28, 2025 and (b) satisfaction of the Early Termination Event (as defined in the Holdback Agreement).
7. Interim Rental Payment:	N/A
8. Term Expiration Date:	The final day of the final month of the Initial Term.

9. Stipulated Loss Value.  The Stipulated Loss Value of any item of Equipment shall be an amount equal to the product of (a) the Equipment Cost of such item of Equipment and (b) the Stipulated Loss Value Percentage set forth in the Exhibit B attached hereto and incorporated herein by reference, which corresponds to the number of full monthly rental payments that have been received by Lessor on and after the Conversion Date and prior to the date of loss. In the case of any Total Loss, the Stipulated Loss Value to be paid by Lessee upon the resolution of such Total Loss shall be adjusted so as to reduce the Equipment Cost in calculating such Stipulated Loss Value by the portion of any Holdback Amount remaining unfunded pursuant to the Holdback Agreement on the date of payment of such Stipulated Loss Value. In the case of the exercise of the PTO Right provided under Section 11 hereof, or in the case of any Casualty Loss that is not a Total Loss, the Stipulated Loss Value to be paid by Lessee in connection therewith shall be adjusted so as to reduce such Stipulated Loss Value by the Proportionate Amount of the Holdback Amount that remains unfunded on the date of such payment. “Proportionate Amount” means, as of the date of determination, a percentage determined by dividing (a) the Stipulated Loss Value of the Equipment subject to the PTO Right, or Casualty Loss that is not a Total Loss, by (b) the Stipulated Loss Value of all Equipment.  

10. Early Termination Options.

(a) Notwithstanding anything in the Lease to the contrary, Lessee shall have the right (the “First ETO Right”) to purchase all, but not less than all, of the Equipment (including all appurtenances and attachments thereto and other Future Improvements

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(as hereinafter defined)) on the 61^st Rental Payment Due Date following the Conversion Date (the “First Early Termination Date”) so long as: (i) as of the First Early Termination Date, Lessee has paid and Lessor has received all rental and any other payments due under the Lease (including the rental payment due on the First Early Termination Date) at or prior to their respective due dates, taking into account any allowed grace periods; (ii) Lessee shall have provided Lessor written notice (which may be conditioned on the effectiveness of another financing) of Lessee’s intention to exercise the First ETO Right (the “First ETO Notice”), and such First ETO Notice shall have been delivered at least 90 days (and no more than 180 days) prior to the First Early Termination Date; (iii) no Event of Default shall have occurred and be continuing under the Lease at the time of the First ETO Notice or on the First Early Termination Date; and (iv) Lessee pays to Lessor on the First Early Termination Date a lump sum cash payment in an amount equal to 73.88% of (a) the Equipment Cost indicated above less (b) any portion of the Holdback Amount remaining unfunded pursuant to the Holdback Agreement (the “First Early Termination Purchase Price”), plus all applicable sales, use and transfer taxes. Upon satisfaction of all requirements set forth in clauses (i)-(iv) above and following receipt by Lessor of the First Early Termination Purchase Price on the First Early Termination Date, together with any other amounts then due and payable under the Lease, all in immediately collectable funds, Lessor shall transfer to Lessee, without recourse or warranty of any kind, express or implied, all of Lessor’s right, title and interest in and to such Equipment on an “as-is,” “where-is,” “with all faults” basis without any warranties or representations of any kind whatsoever by, or recourse to Lessor, except that Lessor will (i) deliver to Lessee a duly executed and recordable satisfaction and release of the Mortgage (as defined below) in form and substance reasonably acceptable to Lessee (a “Mortgage Release”), and (ii) be deemed, upon such transfer of the Equipment and the recordation of the Mortgage Release pursuant to the foregoing, to warrant that the Equipment and the Easements (as defined below) are free and clear of any liens created by Lessor or any party on Lessor’s behalf.

(b) Notwithstanding anything in the Lease to the contrary, Lessee shall have the right (the “Second ETO Right” and together with the First ETO Right, the “ETOs”) to purchase all, but not less than all, of the Equipment (including all appurtenances and attachments thereto and other Future Improvements) on the 97^th Rental Payment Due Date following the Conversion Date (the “Second Early Termination Date”) so long as: (i) as of the Second Early Termination Date, Lessee has paid and Lessor has received all rental and any other payments due under the Lease (including the rental payment due on the Second Early Termination Date) at or prior to their respective due dates, taking into account any allowed grace periods; (ii) Lessee shall have provided Lessor written notice (which may be conditioned on the effectiveness of another financing) of Lessee’s intention to exercise the Second ETO Right (the “Second ETO Notice”), and such Second ETO Notice shall have been delivered at least 90 days (and no more than 180 days) prior to the Second Early Termination Date; (iii) no Event of Default shall have occurred and be continuing under the Lease at the time of the Second ETO Notice or on the Second Early Termination Date; and (iv) Lessee pays to Lessor on the Second Early Termination Date a lump sum cash payment in an amount equal to 39.80% of (a) the Equipment Cost indicated above less (b) any portion of the Holdback Amount remaining unfunded pursuant to the Holdback Agreement (the “Second Early Termination Purchase Price”), plus all applicable sales, use and transfer taxes. Upon satisfaction of all requirements set forth in clauses (i)-(iv) above and following receipt by Lessor of the Second Early Termination Purchase Price on the Second Early Termination Date, together with any other amounts then due and payable under the Lease, all in immediately collectable funds, Lessor shall transfer to Lessee, without recourse or warranty of any kind, express or implied, all of Lessor’s right, title and interest in and to such Equipment on an “as-is,” “where-is,” “with all faults” basis without any warranties or representations of any kind whatsoever by, or recourse to Lessor, except that Lessor will (i) deliver to Lessee a duly executed and recordable Mortgage Release, and (ii) be deemed, upon such transfer of the Equipment and the recordation of the Mortgage Release pursuant to the foregoing, to warrant that the Equipment and the Easements (as defined below) are free and clear of any liens created by Lessor or any party on Lessor’s behalf.

(c) Lessor shall provide promptly to Lessee following Lessee’s request (i) wire transfer information, (ii) a list of all charges and amounts due and owing by Lessee to Lessor at any relevant date in connection with the foregoing ETOs, and (iii) such other information and calculations as Lessee may reasonably request in order to permit Lessee to exercise and perform either ETO. Lessee acknowledges and agrees that each provision, term, and condition of this Section is crucial and fundamental to the proper exercise of either ETO, and that a failure to satisfy each such provision, term and condition expressly as set forth herein may preclude the exercise of such ETO.

11. Early Partial Termination Option.

(a)   Notwithstanding anything in the Lease to the contrary, Lessee shall have the right (the “PTO Right”) on any Rental Payment Due Date to purchase any or all of the Equipment described on Exhibit C hereto (together with all appurtenances and attachments thereto and other Future Improvements thereto, in each case, not otherwise necessary or materially desirable for the useful operation of any other Equipment, the “Eligible PTO Assets”) so long as: (i) as of such Rental Payment Due Date (the “PTO Date”), Lessee has paid and Lessor has received all rental and any other payments due under the Lease (including the rental payment due on such PTO Date) at or prior to their respective due dates, taking into account any allowed grace periods; (ii) Lessee shall have provided Lessor written notice (which may be conditioned on the effectiveness of another financing) of Lessee’s intention to exercise the PTO Right (the “PTO Notice”), and such PTO Notice shall have been delivered at least 30 days prior to the PTO Date; (iii) no Event of Default shall have occurred and be continuing under the Lease at the

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time of the PTO Notice or on the PTO Date; and (iv) Lessee pays to Lessor on the PTO Date a lump sum cash payment in an amount equal to Stipulated Loss Value of the Eligible PTO Assets (the “PTO Purchase Price”), plus all applicable sales, use and transfer taxes. Upon satisfaction of all requirements set forth in clauses (i)-(iv) above and following receipt by Lessor of the PTO Purchase Price on the PTO Date, together with any other amounts then due and payable under the Lease, all in immediately collectable funds, Lessor shall transfer to Lessee, without recourse or warranty of any kind, express or implied, all of Lessor’s right, title and interest in and to such Eligible PTO Assets on an “as-is,” “where-is,” “with all faults” basis without any warranties or representations of any kind whatsoever by, or recourse to Lessor, except that Lessor will be deemed, upon such transfer of the Eligible PTO Assets pursuant to the foregoing, to warrant that the Eligible PTO Assets are free and clear of any liens created by Lessor or any party on Lessor’s behalf. In connection with such transfer Lessee shall also be obligated to reimburse Lessor for all taxes, charges and expenses relating to the sale, registration, use, possession, and operation of the Eligible PTO Assets.

(b) Lessor shall provide promptly to Lessee following Lessee’s request (i) wire transfer information, (ii) a list of all charges and amounts due and owing by Lessee to Lessor at any relevant date in connection with the foregoing PTO Right, and (iii) such other information and calculations as Lessee may reasonably request in order to permit Lessee to exercise and perform the PTO Right. Lessee acknowledges and agrees that each provision, term, and condition of this Section is crucial and fundamental to the proper exercise of the PTO Right, and that a failure to satisfy each such provision, term and condition expressly as set forth herein may preclude the exercise of the PTO Right.

12. End of Term Options. Provided that there then exists no uncured default by Lessee under this Schedule or any other schedule incorporating the terms of the MLA, with respect to payments, and further provided that Lessee gives written notice to Lessor at least 180 days prior to the expiration of the initial term under this Schedule, Lessee has the option to (a) purchase all, but not less than all, of the Equipment subject to this Schedule (including all appurtenances and attachments thereto and other Future Improvements) at the Term Expiration Date by paying to Lessor the then “in place”, “in use” fair market value of such Equipment, plus all applicable sales, use and transfer taxes; (b) return all, but not less than all, of such Equipment to Lessor in accordance with the terms of the Lease; or (c) renew or extend the term for all, but not less than all, of such Equipment for a period of not less than 24 months at the same Rental Payment Amount as is set forth above. At the end of any extension, Lessee will have the option described in (a) or (b) above.  Any purchase by Lessee pursuant to the foregoing would be on an “as is,” “where is,” “with all faults” basis, without any warranties or representations of any kind whatsoever by, or recourse to Lessor, except that Lessor will (i) deliver to Lessee a duly executed and recordable Mortgage Release, and (ii) be deemed, in connection with the consummation of such purchase and the recordation of such Mortgage Release, to warrant that such Equipment and the Easements (as defined below) are free and clear of any liens created by Lessor or any party on Lessor’s behalf.  

13. Holdback Amount. “Holdback Amount” shall have the meaning given to such term in the Holdback Agreement, dated as of the date hereof, between Lessee and Lessor (the “Holdback Agreement”).

14. Additional Covenant. Lessee shall not create, or permit the creation of, any lien on or security interest in in Lessee’s interest in the real property on which any Equipment is or will be located in favor of any party other than Lessor; provided, however, that this restriction shall not apply to (a) such encumbrances as arise by operation of law in the ordinary course of business or (b) easements, access rights and rights of way granted by Lessee as needed or advisable under the circumstances to permit Lessee and its affiliates to conduct their respective businesses (and effect related financings) on or adjacent thereto.

15. Conditions. As a condition precedent to the effectiveness of Lessor’s obligation to fund the Equipment Cost and enter into this Schedule, Lessee shall have satisfied the following conditions on or prior to the date hereof, in each case, to Lessor’s satisfaction:

(a) delivery to Lessor of a duly executed Continuing Guaranty by Guarantor in favor of Lessor;

(b) delivery to Lessor of a bill of sale for any Equipment not purchased directly from the manufacturer of such Equipment;

(c) confirmation that all required insurance is effective;

(d) the filing of precautionary UCC lease and fixture filings as required to perfect the security interest of Lessor granted hereunder;

(e) delivery to Lessor of an officer’s certificate of Lessee containing true, correct and complete copies of (i) the charter documents of Lessee, (ii) resolutions of Lessee authorizing the execution, delivery and performance by Lessee of the MLA, this Schedule and the other agreements entered into in connection therewith; (iii) an incumbency certificate of Lessee; and (iv) evidence of Lessee’s good standing in the State of Delaware and the State of Montana;

(f) delivery to Lessor of an appraisal of Equipment issued by an appraiser of recognized standing with experience in the valuation of refineries or petrochemical faculties elected and engaged by Lessor;

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(g) delivery to Lessor of a satisfactory environmental site assessment report commissioned by Lessee;

(h) delivery to Lessor of an opinion of Lessee’s outside counsel addressing such issues as Lessor may request with respect to the MLA, this Schedule and the transactions contemplated hereby to include, without limitation, opinions (subject to customary exceptions) related to (i) due authority, execution and delivery; (ii) enforceability; (iii) no conflicts with law or other material financing agreements of Lessee; (iv) no consents/approvals/authorizations required; and (v) valid creation and perfection of security interests, in each case in form and substance satisfactory to Lessor.

Additionally, within sixty (60) days of the date hereof, Lessee shall:

(i) deliver to Lessor a duly executed mortgage in form and substance reasonably satisfactory to Lessor (the “Mortgage”), granting Lessor a first priority lien in those certain easements held by Lessee for the operation of certain pipeline facilities constituting a portion of the Equipment in Cascade, Pondera, Teton, and Glacier Counties, Montana (collectively, the “Easements”);

(j) deliver to Lessor a title commitment for a loan policy insuring the first priority interest of the Mortgage in the Easements;

(k) deliver to Lessor a title report or equivalent document as permitted under Montana title regulations(the “Title Report”) confirming that Lessee is the vested fee owner of the real property underlying the Equipment located within Lessee’s refinery site in Great Falls, Montana (the “Refinery Site”); and

and also, Lessee shall use commercially reasonable efforts to deliver to Lessor a survey or map of the Refinery Site showing the boundaries of the Refinery Site and the locations of any plottable title exceptions encumbering the Refinery Site and listed on the Title Report as soon as reasonably practical after the date hereof.

16. Additional Rent.  The total maximum amount of all Additional Rent payments, taken together, claimed by Lessor under Section 16 of the MLA will be $229,480.82 dollars.

17. Addenda.  In addition to those expressly referred to herein, the following Riders, Schedules or other addenda are agreed to by the parties on the effective date hereof and are incorporated in the Lease for all purposes:

(a) Exhibit A (Equipment Description);

(b) Exhibit B (Stipulated Loss Value);

(c) Exhibit C (Eligible PTO Assets); and

(d) Maintenance and Return Rider to Equipment Schedule No. 1.

18. Master Lease Agreement. Except as expressly provided or modified hereby, all the terms and provisions of the MLA shall remain in full force and effect.

19. Counterparts. This Schedule may be signed in counterparts, manually or electronically, and each such counterpart shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

20. Additions. The parties acknowledge and agree that (a) while Lessor shall own all future additions, attachments and accessories to the Equipment (the “Future Improvements”). Lessor shall not claim any depreciation, tax credit or other tax attribute attributable to such Future Improvements, (b) Lessee intends to claim any depreciation, tax credit or other tax attribute available to Lessee and attributable to Future Improvements and (c) Lessor shall not object, in any filing with any federal, state or local tax authority, to Lessee’s claims for depreciation, tax credits or other tax attributes with respect to the Future Improvements.  

21. Minimum Initial Rent. If on the Conversion Date Lessor has received from Lessee fewer than three full monthly Rental Payment Amounts (in aggregate, the “Minimum Initial Rent”), then on such Conversion Date, Lessee shall pay to Lessor, in addition to any other amount due and payable hereunder at such time, a fee equal to (a) the Minimum Initial Rent minus (b) the aggregate amount of full monthly Rental Payment Amounts actually received by Lessor from Lessee prior to such Conversion Date. The Minimum Initial Rent shall be paid in good, immediately available funds and shall be fully earned as of the Conversion Date and non-refundable for any reason thereafter.

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IN WITNESS WHEREOF, the parties hereto have executed or caused this Equipment Schedule No. 1 to be duly executed by their respective duly authorized officers as of the date first above written.

CALUMET MONTANA REFINING, LLC

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

THIS LEASE IS EXECUTED AND ACCEPTED BY LESSOR on this __ day of September 2024.

STONEBRIAR COMMERCIAL FINANCE LLC

By: /s/ Harrison P. Smith

Name: Harrison P. Smith

Title: Vice President

Equipment Schedule No. 1 (Calumet Montana Refining, LLC) (Signature Page)

EX-10.7

EXHIBIT 10.7

LEASE AMENDMENT

This LEASEAMENDMENT(this "Amendment"), dated as ofDecember 29, 2023 isbyand betweenMONTANA RENEWABLES,LLC ("Lessee") and STONEBRJARCOMMERCIALFINANCELLC ("Lessor").

WHEREAS, Lesseeand Lessorhaveenteredintothatcertain(a)MasterLease Agreement, datedasof December 31,2021 (the"MLA"); (b) EquipmentSchedule No.2,dated asof August5,2022(the"Hydrocracker Schedule"; the Hydrocracker Scheduleincorporatingthetermsof theMLA, the"Hydrocracker Lease") and (c)Equipment ScheduleNo. 3,datedasof September29,2023(the"Pre-Treater Schedule"; thePre-TreaterSchedule incorporatingthetermsofthe MLA,the"Pre-Treater Lease"; thePre-TreaterScheduleandtheHydrocrackerScheduletogether,the"Schedules" and the HydrocrackerLease and Pre-Treater Leasetogether, the "Leases");

WHEREAS,LesseehasrequestedthatLessoramendcertaincovenantssetforthinSection12ofeachSchedule;

and

WHEREAS,Lessoriswillingtomakesuchamendmentspursuanttothetermshereof.

NOW,THEREFORE,inconsiderationofthemutualpremiseshereincontainedandforothervaluable

consideration,thereceiptandsufficiencyofwhichareherebyacknowledged,thepartiesheretoherebyagreeas follows:

1.Definitions. Capitalizedterms usedbutnototherwise definedhereinhavethe meanings ascribedtosuch termsin the applicable Lease.

2.Amendments.Subject tothetermsandconditionsofthisAmendment,asofthedatehereof,LesseeandLessorhereby agreethatnotwithstanding anythingtothecontraryinthe LeasesoranyotherLeaseDocuments:

(a). theHydrocrackerScheduleisamended bydeletingSection12(d)(i)therefromandreplacingsuch section 12(dXi) inits entirety with thefollowinglanguage:"(i)4.50 to1.0 asof thelastday ofeachof theFiscalQuarterperiods ended June 30, 2024 (calculated byannualizing Consolidated EBITDA for themost recent two Fiscal Quarters endedonsuchdate)andSeptember30,2024(calculatedbyannualizingConsolidatedEBITDAforthemostrecent three FiscalQuartersendedon suchdate);" and

(b). thePre-TreaterSchedule isamendedby deletingSection12(d)(i)therefrom andreplacingsuchsection12(d)(i)in itsentiretywiththefollowinglanguage:"(i)4.50to1.0asofthelastdayofeachoftheFiscalQuarterperiodsended June30,2024(calculated byannualizingConsolidatedEBJTDAforthemostrecenttwoFiscalQuartersendedon such date)and September 30, 2024 (calculated by annualizing Consolidated EBITDA forthe most recent three Fiscal Quarters ended on such date);".

3.No Other Changes.Exceptasexpressly setforth in Section2 of this Amendment, nothingin this Amendment shall constitute amodification or alteration of the terms,conditions or covenants of the MLA, the Leases or any otherLease Document,orawaiverofanyothertermsorprovisions thereof, eachofwhich shallcontinueinfullforce andeffect, ineach case as amendedhereby.

4.Obligations Absolute; No Waiver. Nothingin thisAmendmentorotherwiseshallserve tomodifytheabsolutenature ofLessee'sobligationsundertheLeaseDocuments,shallbedeemed tobeawaiverofanyrightsofLessorundertheLease Documents orshall establish acourse of dealingor performance thatwould in any way modifythe express termsof the Lease Documents.

5.Representations & Wa1rnnties.To induce Lessor to enter into this Amendment, Lesseerepresents and warrants to Lessorthat,ineachcase,immediatelyaftergivingeffecttoeachof themodifications setforthin thisAmendment:(a)the representationsandwarrantiesof Lesseesetforthinthe LeaseDocumentsare true andcorrect in allmaterialrespects(except to the extent qualified by materiality, material adverse effect, or words of similareffect, in which case such applicable representationsandwarrantiesaretrueandcorrectinallrespects)onandasofthedatehereof(excepttotheextentanysuch representationsandwarrantiesareexpresslylimitedtoan earlierdate,inwhichcasethespecifiedearlierdateshallapply);

(b)theexecution,delivery,andperformance byLesseeofthisAmendmentiswithinthe powers andauthorityofLessee and has been duly authorized by Lessee; (c) this Amendment constitutes the legal, valid, and binding obligation of Lessee, enforceable against Lessee in accordance with its terms, except to theextent that enforceabilitymaybe limited by applicable bankruptcy, insolvency,moratorium, reorganization,orothersimilarlawsaffectingtheenforcementofcreditors' rightsor

EXHIBIT 10.7

bythe effect ofgeneral equitable principles;and (d) no Event ofDefault has occmred andis continuing,or will result immediatelyaftergivingeffecttothetransactionscontemplatedbythisAmendment.

6.Release. To induce Lessor to enterinto this Amendment,Lessee hereby absolutely and unconditionallyreleasesand forever discharges Lessor, andanyand all paiticipants, parent corporations, subsidiary corporations, affiliated corporations, insurers,indemnitors,successorsandassignsthereof,togetherwithallofthepresentandformer directors,officers,agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description,whetherarisinginlaworequity,oruponcontractortort,orunderanystateorfederallaw,or otherwise, which Lessee have had, now have or have made claim to have against any such person for or by reason of any act, omission, matter,causeorthingwhatsoeverarisingfromthebeginningoftime,toandincludingthedateofthisAmendment,whether suchclaims,demandsandcausesofactionarematured orunmatured,orknownor unknown(butexcludingarithmeticenurs inthecalculationofanyrentor otheramountdueLessorintheordinarycourseofbusiness).

7.Amendment Fee. Simultaneouslywith its execution of this Amendment, Lessee shall pay to Lessor a fee (the "Amendment Fee") of$2,000,000 in good, immediatelyavailable funds.TheAmendment Feeisfullyearned asofthedate hereofandshallbenon-refundableforanyreason.

8.Effectiveness.This Amendment shall become effectiveonly upon Lessor's receipt ofa fully executed copyof this Amendment together with the Amendment Fee.

9. Miscellaneous.

(a).Entire Agreement. This Amendment and the other Lease Documents constitute the entire agreement and understandingbetween the parties hereto andtheretowithrespect tothe subject matter hereof and thereof andsupersede all priornegotiations,understandingsandagreements between suchparties.Thereare nounwritten, oralagreements among the parties.

(b).Counterparls. ThisAmendment may beexecutedanddeliveredinone ormorecounterparts (includingvia.pdf orothermeansofelectronictransmission),eachofwhich isanoriginalandallofwhichtogetherconstituteoneandthe same instrnment.

(c).Severability; Headings. If anyprovision or provisions ofthis Amendment shall be held to be invalid, illegal, unenforceableorinconflictwith the law of any relevantjurisdiction, thevalidity, legality and enforceabilityof the remaining provisions shallnotin anyway beaffected orimpaired thereby. The headings hereinareinsertedonly for convenienceandshallnotaffecttheinterpretationofthisAmendment.

(d).Further Assurances; Costs and Expenses. Notwithstandingany provisionin any LeaseDocument tothecontraty, Lesseeshallexecuteanddeliversuchfurtherdocuments,instruments,andagreementsasLessormayrequest,andshall takeany otheractions thatarenecessaiyor,in theopinionofLessor,desirable to,establish,maintain, and protect the rightsandremediesofLessorundertheLeaseDocumentsandtocarryouttheintentandpurposethereof.Lesseeshall payondemandallofLessor'scostsandexpenses (includingattorney'sfeesandlegalexpenses)inconnectionwiththe preparation,executionandenforcementofthis Amendment.

(e).Governing Law; JuryWaiver. ThisAmendment expresslyincorporates thetermsof Sections28and29 of the MLArelated to,inter alia, governinglaw,jurisdiction,forumselection,venueandjury waiver asifsuchtermswere set out in full herein, mutatis mutandis.

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EXHIBIT 10.7

IN WITNESS WHEREOF, theparties heretohavecausedthisLeaseAmendmenttobedulyexecutedasofthedatefirst writtenabovebytheir respectiveofficersthereuntodulyauthorized.

LESSOR:

STONEBRIARCOMMERCIALFINANCELLC

By: /s/ Harrison Smith

Name: Harrison Smith

Title: Vice President

LESSEE:

MONTANA RENEWABLES,LLC

By: /s/ Vincent Donargo

Name: Vincent Donargo

Title: Executive Vice President and Chief Financial Officer

EXHIBIT 10.7

DELIVERY AND ACCEPTANCE CERTIFICATE

Date:December29,2023

Reference is made to that certain (a) Equipment Schedule No. 1, dated as of December 30, 2022 (the "Schedule"),between Montana Renewables, LLC ("Lessee") and Stonebriar Commercial FinanceLLC ("Lessor'') (b) Master Lease Agreement, dated as of December 31, 2021 (the "MLA"and the Schedule incorporatingthetermsoftheMLA,the"Lease"),betweenLesseeandLessorand(c)HoldbackAgreernen dated asofDecember30,2022 (the"Holdback Agreement").Capitalized termsusedbutnototherwise defined hereinhavethe meaningsascribedtosuchtermsintheHoldbackAgreement.

Lesseeherebyrepresents,warrants andacknowledgesthefollowingasofthedatefirstsetforthabove:

1. theUndeliveredEquipmentwasdeliveredtoandinstalledatthelocationsetforthintheLease;

2. the Undelivered Equipment was inspected and tested by Lessee and was found meet all requirementsofLesseeandtobeingoodworkingorderandreadyforuseasoriginallyintended by Lessee;

3. Lesseeis notawareofanydeficienciesorotherimpairmentsoftheUndeliveredEquipment;and

4. LesseeherebyunconditionallyacceptstheUndeliveredEquipment.

EXECUTEDAND ACKNOWLEDGEDas ofthe date first setforth above: MONTANARENEWABLES,LLC

By: /s/ Vincent Donargo

Name: Vincent Donargo

Title: Executive Vice President and Chief Financial Officer

EXHIBIT 10.7

PAY PROCEEDS INSTRUCTIONS

Reference is made to that certain (a) Lease Amendment, dated as of even date herewith (the "Amendment"), between Montana Renewables, LLC("Lessee") and Stonebriar Commercial Finance LLC ("Lessor") and (b) Holdback Agreement, dated as of December 30, 2022(the "Holdback"), between Lessee and Lessor.

TheundersignedherebyauthorizesanddirectsthedisbursementoffundsinconnectionwiththeHoldback as follows:

Amount

ABA Number: For account of: AccountNumber:

101000695

Stonebriar Commercial Finance LLC 9872216067

$500,000.00

Reference:HoldbackFunds/PartialAmendmentFee​ ​

TOTAL$500,000.00

MONTANARENEWABLES,LLC

By: /s/ Vincent Donargo

Name: Vincent Donargo

Title: Executive Vice President and Chief Financial Officer

Pay Proceeds J11structio11s (12/18)

EX-10.8

EXHIBIT 10.8

LEASE AMENDMENT NO. 2

ThisLEASEAMENDMENTNO.2(this“Amendment”),datedasofJuly31,2024isbyandbetweenMONTANA RENEWABLES, LLC (“Lessee”) and STONEBRIAR COMMERCIAL FINANCE LLC (“Lessor”).

WHEREAS, Lessee and Lessor have entered into that certain (a) Master Lease Agreement, dated as of December 31, 2021 (the “MLA”); (b) Equipment Schedule No. 2, dated as of August 5, 2022 (the “Hydrocracker Schedule”; the Hydrocracker Schedule incorporating the terms of theMLA, the “Hydrocracker Lease”), (c) Lease Amendment dated as of April 19, 2023 (“Lease Amendment No. 1”), and (d) Equipment Schedule No. 3, dated as of September 29, 2023 (the “Pre-Treater Schedule”;thePre-TreaterScheduleincorporatingthetermsoftheMLA,the“Pre-Treater Lease”;thePre- Treater Schedule and the Hydrocracker Schedule together, the “Schedules” and the Hydrocracker Lease and Pre-Treater Lease together, the “Leases”);

WHEREAS,LesseehasrequestedthatLessoramendcertaincovenantssetforthinSection12ofeachSchedule;

and

WHEREAS,Lessoriswillingtomakesuchamendmentspursuanttothetermshereof.

NOW,THEREFORE,inconsiderationofthemutualpremiseshereincontainedandforothervaluable

consideration,thereceiptandsufficiencyofwhichareherebyacknowledged,thepartiesheretoherebyagreeas follows:

1.Definitions. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the applicable Lease.

2.Amendments. Subject tothe terms and conditionsofthis Amendment, as ofthedatehereof,Lesseeand Lessor hereby agree that notwithstanding anything to the contrary in the Leases or any other Lease Documents:

(a).the Hydrocracker Schedule is amended by deleting Section 12(d)(i) therefrom and replacing such section 12(d)(i) in its entirety with the following language: “(i) 4.50 to 1.0 as of the last day of the Fiscal Quarter period ended September 30, 2024;” and

(b).the Pre-Treater Schedule is amended by deleting Section 12(d)(i) therefrom and replacing such section 12(d)(i) in its entirety with the following language: “(i) 4.50 to 1.0 as of the last day of the Fiscal Quarter period ended September 30, 2024;”.

3.No Other Changes. Except as expressly set forth in Section 2 of this Amendment, nothing in this Amendment shall constitute a modification or alteration of the terms, conditions or covenants of the MLA, the Leases or any other Lease Document,orawaiverofanyothertermsorprovisionsthereof,eachofwhichshallcontinueinfullforceandeffect,ineach case as amended hereby.

4.Obligations Absolute; No Waiver. Nothing in this Amendment or otherwise shall serve to modify the absolute nature ofLessee’sobligationsundertheLeaseDocuments,shallbedeemedtobeawaiverofanyrightsofLessorundertheLease Documents or shall establish a course of dealing or performance that would in any way modify the express terms of the Lease Documents.

5.Representations & Warranties.To induce Lessor to enter into this Amendment, Lessee represents and warrants to Lessor that, in each case, immediately after giving effect to each of the modifications set forth in this Amendment: (a) the representationsandwarrantiesofLesseesetforthintheLeaseDocumentsaretrueandcorrectinallmaterialrespects(except to the extent qualified by materiality, material adverse effect, or words of similar effect, in which case such applicable representationsandwarrantiesaretrueandcorrectinallrespects)onandasofthedatehereof(excepttotheextentanysuch representations and warrantiesareexpresslylimited toan earlier date,in which case the specified earlier dateshall apply);

(b)theexecution,delivery,andperformancebyLesseeofthisAmendmentiswithinthepowersandauthorityofLesseeand has been duly authorized by Lessee; (c) this Amendment constitutes the legal, valid, and binding obligation of Lessee, enforceableagainstLesseeinaccordancewithitsterms,excepttotheextentthatenforceabilitymaybelimitedbyapplicable bankruptcy, insolvency, moratorium, reorganization, orother similar laws affectingthe enforcement of creditors’ rights or by the effect of general equitable principles; and (d) no Event of Default has occurred and is continuing, or will result immediately after giving effect to the transactions contemplated by this Amendment.

6.Release. To induce Lessor to enter into this Amendment, Lessee hereby absolutely and unconditionally releases and foreverdischargesLessor,andanyandallparticipants,parentcorporations,subsidiarycorporations,affiliatedcorporations,

EXHIBIT 10.8

insurers, indemnitors, successors and assigns thereof,together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description,whetherarisinginlaworequity,oruponcontractortort,orunderanystateorfederallaw,orotherwise,which Lessee have had, now have or have made claim to have against any such person for or by reason of any act, omission, matter,causeorthingwhatsoeverarisingfromthebeginningoftime,toandincludingthedateofthisAmendment,whether suchclaims,demandsandcausesofactionarematuredorunmatured,orknownorunknown(butexcludingarithmeticerrors in the calculation of any rent or other amount due Lessor in the ordinary course of business).

7. Reserved.

8.Effectiveness.ThisAmendmentshallbecomeeffectiveonlyuponLessor’sreceiptofafullyexecutedcopyofthis Amendment.

9. Miscellaneous.

(a).Entire Agreement. This Amendment and the other Lease Documents constitute the entire agreement and understandingbetweenthepartiesheretoandtheretowithrespecttothesubjectmatterhereofandthereofandsupersede all prior negotiations, understandings and agreements between such parties.There are no unwritten, oral agreements among the parties.

(b).Counterparts. This Amendment may be executed and delivered in one or more counterparts (including via .pdf orothermeansofelectronictransmission),eachofwhichisanoriginalandallofwhichtogetherconstituteoneandthe same instrument.

(c).Severability; Headings. If any provision or provisions of this Amendment shall be held to be invalid, illegal, unenforceable or in conflict with the law of any relevant jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The headings herein are inserted only for convenience and shall not affect the interpretation of this Amendment.

(d).Further Assurances; Costs and Expenses.NotwithstandinganyprovisioninanyLeaseDocumenttothecontrary, Lesseeshallexecuteanddeliversuchfurtherdocuments,instruments,andagreementsas Lessormayrequest,andshall take any other actions that are necessary or, in the opinion of Lessor, desirable to, establish, maintain, and protect the rightsandremediesofLessorundertheLeaseDocumentsandtocarryouttheintentandpurposethereof.Lesseeshall payondemandallofLessor’scostsandexpenses(includingattorney’sfeesandlegalexpenses)inconnectionwiththe preparation, execution and enforcement of this Amendment.

(e).Governing Law; Jury Waiver. This Amendment expressly incorporates the terms of Sections 28 and 29 of the MLA related to, inter alia, governing law, jurisdiction, forum selection, venue and jury waiver as if such terms were set out in full herein, mutatis mutandis.

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EXHIBIT 10.8

IN WITNESS WHEREOF,thepartiesheretohavecausedthis LeaseAmendmenttobedulyexecutedasofthedatefirst written above by their respective officers thereunto duly authorized.

LESSOR:

NEBRIARCOMME

STORCIALFINANCELLC

By: /s/ Harrison Smith

Name: Harrison Smith

Title: Vice President

LESSEE:

NTANARENEWA

MOBLES,LLC

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

EX-10.9

EXHIBIT 10.9

LEASE AMENDMENT NO. 3

ThisLEASEAMENDMENTNO.3(this"Amendment"), datedasofNovember5, 2024isbyand betweenMONTANA RENEWABLES,LLC("Lessee") andSTONEBRIARCOMMERCIALFINANCELLC("Lessor").

WHEREAS, Lessee andLessor have entered into that certain (a)Master LeaseAgreement, dated asof December 31, 2021 (as amended, the "MLA"); (b) Equipment Schedule No. 2, dated as of August 5, 2022 (as amended, the "Hydrocracker Schedule"; theHydrocrackerSchedule incorporating thetem1softheMLA, the"Hydrocracker Lease"),

,and (c)Equipment Schedule No.3,dated asofSeptember 29,2023(asamended, the"Pre-Treater Schedule"; thePre­ Treater Schedule incorporating the terms of the MLA, the "Pre-Treater Lease"; the Pre-Treater Schedule and the HydrocrackerScheduletogether,the"Schedules" andtheHydrocrackerLeaseandPre-TreaterLeasetogether,the "-L-e-ases")·'

WHEREAS,LesseehasrequestedthatLessoramendcertaincovenantssetforthinSection12 ofeachSchedule;

and

WHEREAS,Lessoriswillingtomakesuchamendmentspursuanttothetermshereof.

NOW,THEREFORE,inconsiderationofthemutualpremiseshereincontainedandforothervaluable

consideration,thereceiptandsufficiencyofwhichareherebyacknowledged,thepatties heretohereby agreeas follows:

1.Definitions,Capitalized terms used but not otherwise defined herein have themeanings ascribed to such terms in the applicable Lease.

2.Amendments. Subject tothetermsand conditions ofthis Amendment,asof thedatehereof, Lesseeand Lessor hereby agree that notwithstandinganything to the contrary in the Leases orany other Lease Documents:

(a). theHydrocracker Schedule is amended by deleting Section 12(d)(i) therefrom and replacing suchsection 12(d)(i) in its entirety with the following language: "(i) 4.50 to 1.0 as of the last day of the Fiscal Quarter period ended December 31, 2024;" and

(b). thePre-Treater Schedule is amended by deleting Section 12(d)(i) therefrom and replacing suchsection 12(d)(i) in its entirety with the following language: "(i) 4.50 to LO as of the last day of the Fiscal Quarter period ended December 31, 2024;".

3.No Other Changes. Except as expressly set forth in Section 2 of this Amendment, nothing in this Amendment shall constitute a modification or alteration of the terms, conditions or covenants of the MLA, the Leases or any other Lease Document, orawaiverofanyothertermsorprovisions thereof, eachofwhichshallcontinue infullforceandeffect, ineach case as amended hereby.

4.Obligations Absolute; No Waiver. Nothinginthis Amendmentor otherwiseshallserve tomodify the absolutenature ofLessee's obligations under theLease Documents,shall bedeemed tobea waiverofanyrights ofLessorunder theLease Documents or shall establish a course of dealing or performancethat would in any way modify the express terms of the Lease Documents.

5.Representations & Warranties.ToinduceLessortoenterintothisAmendment,Lesseerepresents and warrants to Lessor that, in each case, immediately aftergiving effect to each ofthe modifications set forthinthis Amendment: (a) the representationsandwarrantiesofLesseesetforthintheLeaseDocuments aretrueandcorrect inallmaterialrespects(except totheextentqualified bymateriality, materialadverse effect, orwordsofsimilar effect, inwhich casesuchapplicable representationsandwarranties aretrueandcorrectin allrespects) onandasofthedatehereof (except totheextent anysuch representationsand warrantiesareexpresslylimitedtoanearlier date, inwhich case thespecifiedearlierdateshallapply);

(b)theexecution, delivery, andperformance byLesseeofthisAmendment iswithinthepowers and authorityofLesseeand has been duly authorized by Lessee; (c) this Amendment constitutes the legal, valid, and binding obligation of Lessee, enforceableagainstLesseeinaccordance withitsterms,except totheextent thatenforceabilitymaybe limitedbyapplicable bankruptcy, insolvency, moratorium,reorganization, orother similar lawsaffecting the enforcementofcreditors' rights or by the effect of general equitable principles; and (d) no Event of Default has occurred and is continuing, or will result immediately after giving effect tothe transactions contemplatedby this Amendment.

6.Release. To induce Lessor to enter into this Amendment, Lessee hereby absolutely and unconditionally releases and foreverdischarges Lessor,andanyandallparticipants,parent corporations, subsidiary corporations, affiliatedcorporations,

EXHIBIT 10.9

insurers, indemnitors, successors and assigns thereof, together withallofthepresent andformerdirectors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whetherarisinginlaworequity, oruponcontract ortort, orunderanystateorfederal law,orotherwise, which Lessee have had, now have or have made claim to have against any such person for or by reason of any act, omission, matter,causeor thingwhatsoever arising from thebeginning oftime,toandincluding thedateofthisAmendment, whether suchclaims,demandsandcausesofactionarematuredorunmatured, orknownorunknown(butexcluding arithmetic errors in the calculation of any rent orother amount due Lessor inthe ordinary course of business).

7. Reserved.

8.Effectiveness.ThisAmendment shallbecomeeffectiveonlyuponLessor's receiptofafullyexecuted copyofthis Amendment.

9. Miscellaneous.

(a).Entire Agreement. This Amendment and the other Lease Documents constitute the entire agreement and understandingbetweenthepartiesheretoandthereto withrespecttothesubject matterhereof andthereofandsupersede all prior negotiations, understandingsand agreements between such parties.There are no unwritten, oral agreements among the parties.

(b).Counterparts. This Amendmentmay be executed and deliveredinone ormore counterparts(including via .pdf or othermeans ofelectronic transmission),each ofwhichisanoriginal andall of which together constitute oneandthe sameinstrument.'

(c).Severability; Headings. If any provision or provisions of this Amendment shall be held to be invalid, illegal, unenforceable or in conflict with the law of any relevant jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The headings herein are inserted only for convenience and shall not affect the interpretationof this Amendment.

(d).Further Assurances; Costs and Expenses. Notwithstanding any provision inanyLeaseDocumenttothecontrary, Lesseeshall executeanddeliver such further documents, instruments, andagreements asLessormayrequest,andshall take any other actions that arenecessary or, inthe opinion of Lessor, desirable to, establish, maintain, and protect the rights and remedies ofLessorunder theLeaseDocuments andtocarry outthe intent andpurpose thereof.Lessee shall pay ondemand allof Lessor's costs and expenses (including attorney's feesand legal expenses) inconnection with the preparation,execution and enforcement of this Amendment.

(e),Governing Law; Jury Waiver. This Amendment expressly incorporates the terms of Sections 28 and 29of the MLA related to,inter alia, governing law, jurisdiction, forumselection, venueand jury waiver asif suchterms were set out in full herein, mutatis mutandis.

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EXHIBIT 10.9

INWITNESS WHEREOF, thepa1ties heretohavecausedthis Lease Amendmenttobedulyexecuted asofthedatefirst written above by their respective officers thereunto duly authorized.

LESSOR:

STONEBRIARCOMMERCIALFINANCELLC

By: /s/ Harrison Smith

Name: Harrison Smith

Title: Vice President

LESSEE:

MONTANARENEWABLES,LLC

By: /s/ Todd Borgmann

Name: Todd Borgmann

Title: President and Chief Executive Officer

EX-10.10

EXHIBIT 10.10

LEASE AMENDMENT

ThisLEASEAMENDMENT(this“Amendment”),datedasofSeptember30,2024isbyandbetweenMONTANA RENEWABLES, LLC (“Lessee”) and STONEBRIAR COMMERCIAL FINANCE LLC (“Lessor”).

WHEREAS, Lessee and Lessor have entered into that certain (a) Master Lease Agreement, dated as of December 31, 2021 (the “MLA”); (b) Equipment Schedule No. 1, dated as of December 30, 2022 (“Schedule 1”; such Schedule 1 incorporating the terms of the MLA, the “Plant Lease”); (c) Equipment Schedule No. 2, dated as of August 5, 2022 (“Schedule 2”; such Schedule 2 incorporating the terms of the MLA, the “Hydrocracker Lease”) and (d) Equipment Schedule No. 3, dated as of September 29, 2023 (“Schedule 3”; such Schedule 3 incorporating the terms of the MLA, the “Pre-Treater Lease”; the Schedule 1, Schedule 2, and Schedule 3, together, the “Schedules” and the Plant Lease, the Hydrocracker Lease and Pre-Treater Lease together, the “Leases”);

WHEREAS, Lessee has requestedthat Lessor provideforan additionalearlytermination option under Schedule1 and Schedule 3;

WHEREAS,LesseehasrequestedcertainconformingchangestoasimilarearlyterminationoptionunderSchedule 2 to ensure that each Schedule contains the same Exit Right (as defined below); and

WHEREAS, Lessor is willing to provide such options pursuant to the terms hereof, and desires to effect such changes in this omnibus amendment agreement.

NOW, THEREFORE, in consideration of the mutual premises herein contained and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Definitions. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the applicable Lease.

2. Amendments.

(a).Subject to the terms and conditions of this Amendment, as of the date hereof, Lessee and Lessor hereby agree that notwithstandinganythingtothecontrary inthe Leases or any other Lease Documents, Schedule1and Schedule 3 are each amended to insert the following new clause (c) in Section 10 of each such Schedule:

“(c) Notwithstanding anything in the Lease to the contrary, in connection with an Eligible Capital Event, and provided (i) Lessee has paid and Lessor has received all rental and any other payments due under the Leaseat or prior totheirrespectiveduedatestakingintoaccountanyallowedgraceperiods;(ii)noEventofDefaultshallhaveoccurred andbecontinuingundertheLease,and(iii)theEarlyTerminationDatehasnotyetoccurred,Lesseeshallhavetheright (the“Exit Right”),uponnotlessthan10businessdays’priorwrittennoticetoLessor(whichnotice(an“Exit Notice”) may be contingent, and conditional upon, the successful closing of the Eligible Capital Event if so stated therein), on thedatespecifiedbyLesseeintheExitNotice(the“Exit Date”),topurchaseall,butnotlessthanall,oftheEquipment by payingalumpsum cashpayment to Lessor ontheExit Dateinan amount equal to(x) the Stipulated LossValue of the Equipment as of the Exit Date (and without any refund of rent paid on or prior to the Exit Date), plus (y) a fee of

$11,500,000.00plus (z)allrents,applicabletaxesandotheramountsthendueandowingundertheLeaseandalltransfer taxes (the sum of (x)-(z), the “Exit Price”; such Exit Price a negotiated amount only and expressly for the purpose of thisExitRightandnototherwiseintendedinanyway(norshallitbedeemed)toapproximatethevalueoftheEquipment or for any other purpose whatsoever). Upon receipt by Lessor of the Exit Price on the Exit Date as described above, together with any other amounts due and payable under the Lease, all in immediately collectable funds, Lessor shall transfer to Lessee, without recourse or warranty of any kind, express or implied, all of Lessor’s right, title and interest in and to the Equipment on an AS-IS, WHERE-IS basis, except Lessor will be deemed to warrant that the Equipment is free and clear of any liens created by Lessor or any party on its behalf. Lessee shall reimburse Lessor for all taxes, out-of-pocket charges and expenses relating to the sale, registration, use, possession, and operation of the Equipment. LessorshallprovidepromptlytoLesseefollowingLessee’srequest(1)wiretransferinformation,(2)alistofallcharges and amounts due and owing by Lessee to Lessor at any relevant date in connection with the foregoing, and (3) such other informationandcalculationsasLesseemayreasonablyrequest inordertopermit Lesseetoexerciseandperform theearlyterminationoptiondescribedinthisSection10(c).Notwithstandinganythingtothecontrarycontainedherein or otherwise,(A)ifforanyreasonLesseefailstopaytheExit Priceandconsummatethepurchaseonthedatesetforth inanyExitNotice,Lesseeshall,promptlyuponLessor’srequesttherefor,reimburseLessorforallreasonable,

VP/#68199763.2

documented, out-of-pocket costs, if any, actually incurred by Lessor in connection with such failure, and (B) the Exit Righthereundermayonlybeexercisedandconsummatedifthe“ExitPrice”(ifany)setforthundereachotherSchedule issued pursuant to the MLA is also simultaneously received in full by Lessor. “Eligible Capital Event” means one or more public or private capital raises (whether as debt or equity, and regardless of form, including options, warrants, instruments convertible into other securities, and any other form of debt or equity security) resulting in proceeds to Lessee equal to at least the applicable Exit Price

(b).Subject to the terms and conditions of this Amendment, as of the date hereof, Lessee and Lessor hereby agreethatnotwithstandinganythingtothecontraryintheLeasesoranyotherLeaseDocuments,Section10(b)ofSchedule 2 is hereby amended and restated in its entirety to read as follows:

“b.Notwithstanding anything in the Lease to the contrary, in connection with an Eligible Capital Event, and provided (i) Lessee has paid and Lessor has received all rental and any other payments due under the Leaseat or prior totheirrespectiveduedatestakingintoaccountanyallowedgraceperiods;(ii)noEventofDefaultshallhaveoccurred andbecontinuingundertheLease,and(iii)theEarlyTerminationDatehasnotyetoccurred,Lesseeshallhavetheright (the “Exit Right”) to, upon not less than 10 business days’ prior written notice to Lessor (which notice (an “Exit Notice”) may be contingent, and conditional upon, the successful closing of the Eligible Capital Event if so stated therein) ,purchaseonthedatespecifiedbyLesseeintheExit Notice(the“Exit Date”) all,but not lessthanall,ofthe Equipment by paying a lump sum cash payment to Lessor on the Exit Date in anamount equal the Exit Price (defined below).UponreceiptbyLessoroftheExitPriceontheExitDateasdescribedabove,togetherwithanyotheramounts dueandpayableundertheLease,allinimmediatelycollectablefunds,LessorshalltransfertoLessee,withoutrecourse or warranty of any kind, express or implied, all of Lessor’s right, title and interest in and to the Equipment on an AS- IS,WHERE-ISbasis,exceptLessorwillbedeemedtowarrantthattheEquipmentisfreeandclearofanylienscreated by Lessor or any party on its behalf. Lessee shall reimburse Lessor for all taxes, out-of-pocket charges and expenses relating to the sale, registration, use, possession, and operation of the Equipment. Lessor shall provide promptly to LesseefollowingLessee’srequest(1)wiretransferinformation,(2)alistofallchargesandamountsdueandowingby LesseetoLessoratanyrelevantdateinconnectionwiththeforegoing,and(3)suchotherinformationandcalculations as Lessee may reasonably request in order to permit Lessee to exercise and perform the early termination option described in this Section 10(b). Notwithstanding anything to the contrary contained herein or otherwise, (A) if for any reason Lesseefailsto pay the Exit Priceand consummatethe purchaseon the dateset forth in any Exit Notice, Lessee shall, promptly upon Lessor’s request therefor, reimburse Lessor for all reasonable, documented, out-of-pocket costs, if any, actually incurred by Lessor in connection with such failure, and (B) the Exit Right hereunder may only be exercisedandconsummatedifthe“ExitPrice”(ifany)setforthundereachotherScheduleissuedpursuanttotheMLA isalsosimultaneouslyreceivedinfullbyLessor.“Eligible Capital Event”meansoneormorepublicorprivatecapital raises(whetherasdebtorequity,andregardlessofform,includingoptions,warrants,instrumentsconvertibleintoother securities,andanyotherformofdebtorequitysecurity)resultinginproceedstoLesseeequaltoatleasttheapplicable Exit Price. “Exit Price” means as of the date such amount is received by Lessor, an amount equal to (i) the original EquipmentCostsetforthinSection2abovetimes(ii)theapplicableExitPricePercentagesetforthinExhibit Cattached hereto and incorporated herein by reference, which Exit Price Percentage corresponds to the number of full monthly rental payments that have been received by Lessor prior to the date of Lessor’s receipt of the Exit Price . The parties hereto acknowledge and agree that this Exit Price is a negotiated amount only and expressly for the purpose set forth aboveandisnot otherwiseintendedbythepartiesto,nor shall it otherwisebedeemedto,approximatethevalueof the Equipment or for any other purpose whatsoever.

(c).Subject to the terms and conditions of this Amendment, as of the date hereof, Lessee and Lessor hereby agreethatnotwithstandinganythingtothecontraryintheLeasesoranyotherLeaseDocuments,Section10(c)ofSchedule 2 is hereby amended and restated in its entirety to read as follows:

“c.UponreceiptbyLessoroftheEarlyTerminationPurchasePriceontheEarlyTerminationDateasdescribed in (a) above, together with any other amounts due and payable under the Lease, all in immediately collectable funds, LessorshalltransfertoLesseeallofLessor’sright,titleandinterestinandtosuchEquipmentonan“asis,”“whereis,” “with all faults” basis, without any warranties or representations of any kind whatsoever by, or recourse to Lessor, exceptthatLessorwill,uponsuchtransferoftheEquipmentpursuanttotheforegoing,warrantthattheEquipmentis

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freeandclearofanylienscreatedbyLessororanypartyonLessor’sbehalf.LesseeshallreimburseLessorforalltaxes andoutofpocketchargesandexpensesrelatingtothesale,registration,use,possession,andoperationoftheEquipment. LessorshallprovidepromptlytoLesseefollowingLessee’srequest(x)wiretransferinformation,(y)alistofallcharges and amounts due and owing by Lessee to Lessor at any relevant date in connection with the foregoing, and (z) such otherinformationandcalculationsasLesseemayreasonablyrequestinordertopermitLesseetoexerciseandperform the early termination option described in Section 10(a).

3.No Other Changes. Except as expressly set forth in Section 2 of this Amendment, nothing in this Amendment shall constitute a modification or alteration of the terms, conditions or covenants of the MLA, the Leases or any other Lease Document,orawaiverofanyothertermsorprovisionsthereof,eachofwhichshallcontinueinfullforceandeffect,ineach case as amended hereby.

4.Obligations Absolute; No Waiver. Nothing in this Amendment or otherwise shall serve to modify the absolute nature ofLessee’sobligationsundertheLeaseDocuments,shallbedeemedtobeawaiverofanyrightsofLessorundertheLease Documents or shall establish a course of dealing or performance that would in any way modify the express terms of the Lease Documents.

5.Representations & Warranties.To induce Lessor to enter into this Amendment, Lessee represents and warrants to Lessor that, in each case, immediately after giving effect to each of the modifications set forth in this Amendment: (a) the representationsandwarrantiesofLesseesetforthintheLeaseDocumentsaretrueandcorrectinallmaterialrespects(except to the extent qualified by materiality, material adverse effect, or words of similar effect, in which case such applicable representationsandwarrantiesaretrueandcorrectinallrespects)onandasofthedatehereof(excepttotheextentanysuch representations and warrantiesareexpresslylimited toan earlier date,in which case the specified earlier dateshall apply);

(b)theexecution,delivery,andperformancebyLesseeofthisAmendmentiswithinthepowersandauthorityofLesseeand has been duly authorized by Lessee; (c) this Amendment constitutes the legal, valid, and binding obligation of Lessee, enforceableagainstLesseeinaccordancewithitsterms,excepttotheextentthatenforceabilitymaybelimitedbyapplicable bankruptcy, insolvency,moratorium,reorganization, or other similar laws affecting the enforcement of creditors’ rights or by the effect of general equitable principles; and (d) no Event of Default has occurred and is continuing, or will result immediately after giving effect to the transactions contemplated by this Amendment.

6.Release. To induce Lessor to enter into this Amendment, Lessee hereby absolutely and unconditionally releases and foreverdischargesLessor,andanyandallparticipants,parentcorporations,subsidiarycorporations,affiliatedcorporations, insurers, indemnitors, successors and assigns thereof,together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description,whetherarisinginlaworequity,oruponcontractortort,orunderanystateorfederallaw,orotherwise,which Lessee have had, now have or have made claim to have against any such person for or by reason of any act, omission, matter,causeorthingwhatsoeverarisingfromthebeginningoftime,toandincludingthedateofthisAmendment,whether suchclaims,demandsandcausesofactionarematuredorunmatured,orknownorunknown(butexcludingarithmeticerrors in the calculation of any rent or other amount due Lessor in the ordinary course of business).

7.Effectiveness. This Amendment shall become effective only upon Lessor’s receipt of a fully executed copy of this Amendment.

8. Miscellaneous.

(a).Entire Agreement. This Amendment and the other Lease Documents constitute the entire agreement and understandingbetweenthepartiesheretoandtheretowithrespecttothesubjectmatterhereofandthereofandsupersede all prior negotiations, understandings and agreements between such parties.There are no unwritten, oral agreements among the parties.

(b).Counterparts. This Amendment may be executed and delivered in one or more counterparts (including via .pdf orothermeansofelectronictransmission),eachofwhichisanoriginalandallofwhichtogetherconstituteoneandthe same instrument.

(c).Severability; Headings. If any provision or provisions of this Amendment shall be held to be invalid, illegal, unenforceable or in conflict with the law of any relevant jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The headings herein are inserted only for convenience and shall not affect the interpretation of this Amendment.

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(d).Further Assurances; Costs and Expenses.NotwithstandinganyprovisioninanyLeaseDocumenttothecontrary, Lesseeshallexecuteanddeliversuchfurtherdocuments,instruments,andagreementsasLessormayrequest,andshall take any other actions that are necessary or, in the opinion of Lessor, desirable to, establish, maintain, and protect the rightsandremediesofLessorundertheLeaseDocumentsandtocarryouttheintentandpurposethereof.Lesseeshall payondemandallofLessor’scostsandexpenses(includingattorney’sfeesandlegalexpenses)inconnectionwiththe preparation, execution and enforcement of this Amendment.

(e).Governing Law; Jury Waiver. This Amendment expressly incorporates the terms of Sections 28 and 29 of the MLA related to, inter alia, governing law, jurisdiction, forum selection, venue and jury waiver as if such terms were set out in full herein, mutatis mutandis.

[SignaturePageFollows]

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IN WITNESS WHEREOF, the partieshereto havecaused thisLease Amendment to be dulyexecutedas ofthedatefirst written above by their respective officers thereunto duly authorized.

LESSOR:

STONEBRIARCOMMERCIAL FINANCELLC

By: /s/ Harrison P. Smith

Name: Harrison P. Smith

Title: Vice President

LESSEE:

MONTANARENEWABLES, LLC

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

EX-10.11

EXHIBIT 10.11

CONSENT AND SIXTH AMENDMENT
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This CONSENT AND SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Consent and Sixth Amendment”) is dated as of September 30, 2024 and is executed by and among CALUMET, INC., a Delaware corporation (“Parent”), the Subsidiaries of Parent listed as “Borrowers” on the signature pages hereto (together with Parent, collectively, “Borrowers” and each individually a “Borrower”), the Lenders party hereto and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).

R E C I T A L S:

A. Borrowers, Guarantors (if any), Lenders and Agent are parties to that certain Third Amended and Restated Credit Agreement dated as of February 23, 2018 (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of September 4, 2019, Consent and Amendment No. 2 to Third Amended and Restated Credit Agreement dated as of November 18, 2021, Third Amendment to Third Amended and Restated Credit Agreement dated as of January 20, 2022, Fourth Amendment to Third Amended and Restated Credit Agreement dated as of January 17, 2024 and Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of July 10, 2024, and as further amended or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used in this Consent and Sixth Amendment not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement).

B.The Borrowers have requested consent to the sale by Calumet Montana to Stonebriar Commercial Finance LLC (“Stonebriar”), of all of the existing Refinery Assets (the “Refinery Assets Disposition”) and the leaseback thereof by Stonebriar to Calumet Montana.

C.In connection with the Refinery Assets Disposition, the Borrowers intend to permanently reduce the Refinery Asset Borrowing Base Component to zero and, upon such reduction and the Borrowers’ satisfaction of the conditions set forth in Section 7.8 of the Credit Agreement, Agent shall release its Liens on the Refinery Collateral.

D.The Lenders party hereto and Agent desire to consent to the Refinery Assets Disposition and to amend the Credit Agreement, in each case, on the terms and conditions contained in this Consent and Sixth Amendment.

NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Consent and Agreement.  

(a) Effective as of the Consent and Sixth Amendment Effective Date (as defined below), the Lenders party hereto and Agent hereby consent to the Refinery Assets Disposition; provided that the initial Net Cash Proceeds from such Disposition be no less than $110,000,000.  Effective as of the Consent and Sixth Amendment Effective Date, each of the Borrowers and the Lenders party hereto and Agent hereby agree that the Refinery Asset Borrowing Base Component shall be permanently reduced to $0.

AMERICAS/2024339097

2.Amendment.  Effective as of the Consent and Sixth Amendment Effective Date, the parties hereto further agree to amend the Credit Agreement as follows:

(i) The following defined terms shall be added to Section 1.1 of the Credit Agreement:

“Sixth Amendment” – that certain Consent and Sixth Amendment to Third Amended and Restated Credit Agreement dated as of September 30, 2024, among Parent, CSPP, the Subsidiaries of Parent listed as Borrowers on the signatures pages thereto, the Lenders party thereto and Agent.

“Sixth Amendment Effective Date”— the “Consent and Sixth Amendment Effective Date” as defined in the Sixth Amendment.

(ii) Section 9.2.1 of the Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (z) thereof, (b) deleting the period at the end of clause (aa) thereof and inserting “; and” in lieu thereof and (c) adding a new clause (bb) at the end thereof as follows:

(bb) “Liens securing Indebtedness permitted under Section 9.2.3(q); provided, that such Liens do not at any time encumber any Property constituting Collateral or any other Property other than the Property financed by such Indebtedness and the proceeds thereof (including insurance proceeds).”

(iii) Section 9.2.3 of the Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (o) thereof, (b) deleting the period at the end of clause (p) thereof and inserting “; and” in lieu thereof and (c) adding a new clause (q) at the end thereof as follows:

(q) “Attributable Indebtedness under Sale and Leaseback Transactions incurred by Calumet Montana; provided that the aggregate outstanding amount of all such Indebtedness shall not exceed $150,000,000.”

3.Effectiveness; Conditions Precedent.  

(a) The consent provided in Section 1(a) of this Consent and Sixth Amendment shall be effective only upon the satisfaction of each of the following conditions precedent (the date of satisfaction, the “Consent and Sixth Amendment Effective Date”):

(i) Agent’s receipt of executed counterparts of this Consent and Sixth Amendment executed by all Borrowers, all Guarantors (if any), Agent and the Supermajority Lenders;

(ii) The Refinery Asset Borrowing Base Component shall have been permanently reduced to $0 (the “Refinery Borrowing Base Reduction”) and immediately before and after giving effect to such Refinery Borrowing Base Reduction, no Overadvance shall exist;

AMERICAS/20243390972

(iii) Agent shall have received an updated Borrowing Base Certificate prepared as of the close of business of (A) if the Refinery Assets Disposition is consummated prior to October 15, 2024, August 2024 and (B) otherwise, September 2024, in each case, after giving pro forma effect to the Refinery Borrowing Base Reduction, in form and substance reasonably acceptable to Agent;

(iv) (i) All of the consideration paid to the Borrowers in connection with the Refinery Assets Disposition shall be in cash, such payment shall be in aggregate, when fully and finally disbursed over time, in an amount not less than the fair market value of the Refinery Assets and to the extent that such Refinery Asset Disposition results in the Facility Usage exceeding the Aggregate Borrowing Base after giving effect thereto, Borrowers shall, prior to or concurrently with such consummation, repay the Obligations in an amount sufficient to eliminate such excess and (ii) promptly (and in any event within five (5) Business Days of receipt), Obligors agree to apply all Net Cash Proceeds of such Refinery Asset Disposition to repay the Loans;

(v) [reserved];

(vi) (i) Availability (A) at all times during the 30-day period preceding the Refinery Assets Disposition and (B) on the date of such Refinery Assets Disposition and after giving effect thereto (including any reduction in the Aggregate Borrowing Base to result therefrom), in each case, on a Pro Forma Basis, shall be greater than or equal to the sum of (x) 15% of the Borrowing Base then in effect plus (y) the amount of any FILO Loans outstanding on a Pro Forma Basis and (ii) if Availability as referred to in (i)(A) or (B) above is less than the sum of (x) 22.5% of the Borrowing Base then in effect, plus (y) the amount of any FILO Loans outstanding on a Pro Forma Basis (which Availability under clause (i)(A) above shall be, for purposes of this clause (B) only, calculated on an average basis for such 30-day period), Borrower Agent shall have delivered to Agent a certificate demonstrating, based on adjustments made in good faith using reasonable assumptions, that, upon and after giving effect to such Refinery Assets Disposition, the Fixed Charge Coverage Ratio on a Pro Forma Basis would be at least 1.0 to 1.0;

(vii) No Default or Event of Default exists at the time of the Refinery Assets Disposition or will arise as a result thereof;

(viii) The representations and warranties in Section 4(a) and Section 4(b) shall be true and correct as of the Consent and Sixth Amendment Effective Date and Agent shall have received a certificate or certificates executed by a Senior Officer of each Borrower or MLP General Partner as of the Consent and Sixth Amendment Effective Date, in form and substance satisfactory to Agent, stating that such conditions and the

AMERICAS/20243390973

conditions in the immediately preceding clauses (a)(i), (a)(ii), (a)(iii), (a)(iv), and (a)(vi) are satisfied;

(ix) Borrowers shall have paid to the Agent, for the benefit of each Lender (including Bank of America) that consents to this Consent and Sixth Amendment on or prior the date hereof, a consent fee (the “Consent and Sixth Amendment Fee”) in an aggregate amount equal to 0.05% of the Commitments of each such Lender outstanding on the Consent and Sixth Amendment Effective Date, which Consent and Sixth Amendment Fee Borrowers agree shall be deemed fully earned and payable on the Consent and Sixth Amendment Effective Date;

(x) Borrowers shall have paid all reasonable out-of-pocket costs and expenses of Agent (including the reasonable fees and expenses of counsel for Agent) to the extent that the Borrower Agent has received an invoice therefor at least two Business Days prior to the Consent and Sixth Amendment Effective Date (without prejudice to any post-closing settlement of such fees, costs and expenses to the extent not so invoiced); and

(xi) Agent shall have received such documentation and other information as has been reasonably requested by Agent in connection with this Consent and Sixth Amendment and the transactions contemplated hereby.

4.Representations and Warranties.  In order to induce Agent and Lenders to enter into this Consent and Sixth Amendment, each of the Obligors represents and warrants to Agent and Lenders as follows:

(a)all representations and warranties relating to such Obligor contained in the Credit Agreement or any other Credit Document are true and correct as of the date hereof as if made again on and as of the date hereof (except to the extent that such representations and warranties were expressly limited to another specific date, in which case they are true and correct as of such specific date);

(b)both immediately prior and immediately after giving effect to this Consent and Sixth Amendment, no Default or Event of Default exists;

(c)such Obligor has all requisite corporate or other organizational power and authority (as applicable) to execute and deliver this Consent and Sixth Amendment;

(d)the execution, delivery and performance of this Consent and Sixth Amendment and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or other organizational action, do not require the approval, consent, exemption, authorization or other action by, or notice to or filing with, any Governmental Authority or any other Person in order to be effective and enforceable, and do not and will not violate or result in any breach or contravention of any Senior Notes Indenture or other material Contractual Obligation, including the Senior Secured Notes Agreements, to which

AMERICAS/20243390974

such Obligor is a party or subject, any Organization Document of such Obligor or any Applicable Law;

(e)this Consent and Sixth Amendment has been duly executed and delivered on behalf of each Borrower party hereto; and

(f)this Consent and Sixth Amendment constitutes a legal, valid and binding obligation of each Borrower party hereto, enforceable against it in accordance with its terms except as enforceability may be limited by applicable Insolvency Proceeding and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

5.Reaffirmation.  By its execution hereof, each Obligor expressly (a) consents hereto, (b) confirms and agrees that, notwithstanding the effectiveness of this Consent and Sixth Amendment, each Credit Document to which it is a party is, and the obligations of such Obligor contained in the Credit Agreement, if any, or in any other Credit Documents to which it is a party (in each case, as amended and modified by this Consent and Sixth Amendment), are and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, (c) affirms that each of the Liens and security interests granted by such Obligor in or pursuant to the Credit Documents are valid and subsisting and (d) agrees that this Consent and Sixth Amendment shall in no manner impair or otherwise adversely affect any of the Liens and security interests granted in or pursuant to the Credit Documents.

6.Entire Agreement.  This Consent and Sixth Amendment, the Credit Agreement, and the other Credit Documents (collectively, the “Relevant Documents”), set forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter.  No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty.  Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to any other party in relation to the subject matter hereof or thereof.  None of the terms or conditions of this Consent and Sixth Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 13.1 of the Credit Agreement.

7.Full Force and Effect of Credit Agreement.  This Consent and Sixth Amendment is a Credit Document.  Except as expressly consented hereto, all terms and provisions of the Credit Agreement and all other Credit Documents remain in full force and effect and nothing contained in this Consent and Sixth Amendment shall in any way impair the validity or enforceability of the Credit Agreement or the Credit Documents, or alter, waive, annul, vary, affect, or impair any provisions, conditions, or covenants contained therein or any rights, powers, or remedies granted therein.

8.Counterparts.  This Consent and Sixth Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of a signature page of this Consent and Sixth Amendment by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of such agreement.  Any electronic signature, contract formation on an electronic platform and electronic record-keeping shall have the same legal effect,

AMERICAS/20243390975

validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act.

9.Governing Law; Jurisdiction; Waiver of Jury Trial.  THIS CONSENT AND SIXTH AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS CONSENT AND SIXTH AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  Sections 13.13, 13.14 and 13.15 of the Credit Agreement are hereby incorporated herein by this reference.  

10.Severability.  If any provision of this Consent and Sixth Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Consent and Sixth Amendment and the other Credit Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with legal, valid and enforceable provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  

11.References.  All references to the “Credit Agreement” in the Credit Documents shall mean the Credit Agreement giving effect to this Consent and Sixth Amendment.

12.Successors and Assigns.  This Consent and Sixth Amendment shall be binding upon and inure to the benefit of Obligors, Agent and Secured Parties and their respective successors and assigns, except that (a) no Obligor shall have the right to assign its rights or delegate its obligations under any Credit Documents, and (b) any assignment by a Lender must be made in compliance with Section 12.3 of the Credit Agreement.

13.Release of Liens on the Refinery Collateral.  Effective as of the Consent and Sixth Amendment Effective Date and pursuant to Section 7.8 of the Credit Agreement, Agent releases, discharges and disclaims all of its Liens on the Refinery Collateral, and shall execute and deliver such releases of Liens (and hereby authorizes the Borrower Agent to file releases on Form UCC-3) as Borrower Agent may reasonably request to give effect to the foregoing.  

[Signature pages follow.]

AMERICAS/20243390976

IN WITNESS WHEREOF, the parties hereto have caused this Consent and Sixth Amendment to be made, executed and delivered by their duly authorized officers as of the day and year first above written.

BORROWERS:

CALUMET, INC.

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

CALUMET GP, LLC

By:  Calumet, Inc., its sole member

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

By:  Calumet GP, LLC, its general partner

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

CALUMET OPERATING, LLC

By:  Calumet Specialty Products Partners, L.P., its sole member

By:  Calumet GP, LLC, its general partner

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

AMERICAS/2024339097CONSENT AND SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

CALUMET FINANCE CORP.

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

CALUMET INTERNATIONAL, INC.

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

KURLIN COMPANY, LLC

By: Calumet International, Inc., its sole member

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

CALUMET BRANDED PRODUCTS, 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/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

AMERICAS/2024339097CONSENT AND SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Calumet Specialty Products Partners, L.P., its sole member

Calumet GP, LLC, its general partner

David Lunin

David Lunin

Executive Vice President and Chief Financial Officer

BEL-RAY COMPANY, LLC

By: Calumet Branded Products, 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/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

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/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

AMERICAS/2024339097CONSENT AND SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

CALUMET PRINCETON REFINING, LLC

CALUMET COTTON VALLEY REFINING, LLC

CALUMET SHREVEPORT REFINING, LLC

CALUMET MONTANA REFINING, LLC

CALUMET MISSOURI, LLC

CALUMET KARNS CITY REFINING, LLC

CALUMET DICKINSON REFINING, LLC

By: Calumet Refining, LLC, their 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/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

AMERICAS/2024339097CONSENT AND SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

AGENT AND LENDERS: BANK OF AMERICA, N.A., as Agent, a Lender and an Issuing Bank

By: /s/ Mark Porter

Name: Mark Porter

Title: Senior Vice President

`

AMERICAS/2024339097CONSENT AND SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

By: /s/ Barry Felker

Name: Barry Felker

Title: Authorized Signatory

AMERICAS/2024339097CONSENT AND SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

JPMORGAN CHASE BANK, N.A.,

as a Lender

By: /s/ Alexandra Mills

Name: Alexandra Mills

Title: Authorized Signatory

AMERICAS/2024339097CONSENT AND SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

REGIONS BANK,

as a Lender

By: /s/ Darius Sutrinaitis

Name: Darius Sutrinaitis

Title: Managing Director

AMERICAS/2024339097CONSENT AND SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

BMO HARRIS BANK, N.A.,

as a Lender

By: /s/ Jason Hoefler

Name: Jason Hoefler

Title: Managing Director

AMERICAS/2024339097CONSENT AND SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

BARCLAYS BANK PLC,

as a Lender

By: /s/ Sydney G. Dennis

Name: Sydney G. Dennis

Title: Director

AMERICAS/2024339097CONSENT AND SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

MORGAN STANLEY SENIOR FUNDING, INC.,

as a Lender

By: /s/ Aaron McLean

Name: Aaron McLean

Title: Vice President

By: /s/ Aaron McLean

Name: Aaron McLean

Title: Vice President

AMERICAS/2024339097CONSENT AND SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By: /s/ Rod Swenson

Name: Rod Swenson

Title: Senior Vice President

CONSENT AND SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.12

EHIBIT 10.12

SECOND AMENDMENT TO THE MONETIZATION MASTER AGREEMENT

This SECOND AMENDMENT TO THE MONETIZATION MASTER AGREEMENT (this “Amendment”) is entered into as of September 30, 2024, by and among J. Aron & Company LLC, a limited liability company organized under the laws of the State of New York (“Aron”), Calumet Shreveport Refining, LLC, a Delaware limited liability company (the “Company”), Calumet Refining, LLC, a Delaware limited liability company (“Calumet Refining”) and Calumet, Inc., a Delaware corporation (“Calumet Parent”, and together with the Company and Calumet Refining, collectively, the “Transaction Parties”) (each of the Transaction Parties and Aron referred to individually as a “Party” or collectively as the “Parties”).

WHEREAS, Aron, the Company, Calumet Refining and Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “MLP Parent”) entered into that certain Monetization Master Agreement, dated as of January 17, 2024, and as amended by that certain Omnibus Amendment Agreement, dated as of July 10, 2024, by and among, Aron, the Company, Calumet Refining, MLP Parent and Calumet Parent (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Monetization Master Agreement”);

WHEREAS, Calumet Montana Refining, LLC, a Delaware limited liability company (“Calumet Montana”) and the Transaction Parties, have requested consent from the ABL Agent for the sale of the existing Montana refinery assets (“Refinery Assets Disposition”) to Stonebriar Commercial Finance LLC (“Stonebriar”) and the leaseback thereof to Calumet Montana (such transaction, the “Sale and Leaseback Transaction”);

WHEREAS, the lenders party to the ABL Credit Agreement and ABL Agent desire to consent to the Refinery Assets Disposition and to amend the ABL Credit Agreement, in each case, on the terms and conditions contained in the proposed Consent and Sixth Amendment to Third Amended and Restated Credit Agreement (“Sixth Amendment”) by and among Calumet Parent, the Borrowers (as defined in the ABL Credit Agreement), the lenders party thereto and the ABL Agent; and

WHEREAS, in connection with the forgoing and pursuant to Section 27.2 of the Monetization Master Agreement, Aron, the Company, Calumet Refining and Calumet Parent wish to make certain amendments to the Monetization Master Agreement to permit the Sale and Leaseback Transaction.

NOW, THEREFORE, in consideration of the premises and the mutual undertakings contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned thereto in Annex I to the Monetization Master Agreement (as amended by this Amendment).

2. AMENDMENTS TO THE MONETIZATION MASTER AGREEMENT. Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, effective as of the

203003984.7

Second Amendment Effective Date, the Parties hereby agree that the Monetization Master Agreement is hereby amended as follows:

(a) Section 15.4(a) of the Monetization Master Agreement is hereby amended by (a) deleting the word “and” at the end of clause (xxvii) thereof, (b) deleting the period at the end of clause (xxviii) thereof and inserting “; and” in lieu thereof, and (c) adding a new clause (xxix) at the end thereof as follows:

“(xxix) Liens securing Indebtedness permitted under Section 15.4(c)(xvii); provided, that such Liens do not at any time encumber any Property constituting Collateral or any other Property other than the Property financed by such Indebtedness and the proceeds thereof (including insurance proceeds).”

(b) Section 15.4(c) of the Monetization Master Agreement is hereby amended by (a) deleting the word “and” at the end of clause (xv) thereof, (b) deleting the period at the end of clause (xvi) thereof and inserting “; and” in lieu thereof, and (c) adding a new clause (xvii) at the end thereof as follows:

“(xvii) Attributable Indebtedness under Sale and Leaseback Transactions incurred by Calumet Montana; provided that the aggregate outstanding amount of all such Indebtedness shall not exceed $150,000,000.”

(c) Annex I of the Monetization Master Agreement is hereby modified by adding the following new defined term (in appropriate alphabetical order):

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

““Second Amendment” means that certain Second Amendment to the Monetization Master Agreement, dated as of September 30, 2024, by and among Aron, the Transaction Parties and Calumet Parent.”

““Second Amendment Effective Date” has the meaning ascribed to the term “Second Amendment Effective Date” in the Second Amendment.”

(d) The following definition contained in Annex I of the Monetization Agreement shall be deleted in its entirety and replaced with the following:

““ABL Credit Agreement” means (a) that certain Third Amended and Restated Credit Agreement, dated as of February 23, 2018, by and among MLP Parent and certain of its subsidiaries as borrowers, certain of its subsidiaries as guarantors, the lenders thereto, the ABL Agent, JPMorgan Chase Bank, N.A and Wells Fargo Bank, N.A., as co-syndication agents, as amended by that certain First Amendment to Third Amended and Restated Credit Agreement, dated as of September 4, 2019, as amended by that certain Consent and Amendment No. 2 to Third Amended and Restated

203003984.72

Credit Agreement, dated as of November 18, 2021, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement, dated as of January 20, 2022, as further amended by that certain Fourth ABL Credit Agreement Amendment, dated as of January 17, 2024, as further amended by that certain Fifth ABL Credit Agreement Amendment, dated as of July 10, 2024, by and among Calumet Parent and certain of its subsidiaries as borrowers, MLP Parent, certain of its subsidiaries as guarantors, the lenders thereto, the ABL Agent, JPMorgan Chase Bank, N.A and Wells Fargo Bank, N.A., as co-syndication agents, and as further amended by the certain Consent and Sixth Amendment to Third Amended and Restated Credit Agreement, dated as of September 30, 2024, by and among Calumet Parent and certain of its subsidiaries as borrowers, certain of its subsidiaries as guarantors, the lenders thereto, the ABL Agent, JPMorgan Chase Bank, N.A and Wells Fargo Bank, N.A., as co-syndication agents and (b) unless otherwise specifically referenced, any credit agreement or other agreement evidencing Refinancing Indebtedness as permitted pursuant to Section 15.4(c)(ii) of the Monetization Master Agreement in respect of the Indebtedness under clause (a).”

3. REPRESENTATIONS AND WARRANTIES. Each Transaction Party hereby represents and warrants to Aron that:

(a) This Amendment has been duly authorized, executed and delivered by such Transaction Party, and each of this Amendment and the Monetization Master Agreement, in each case, constitutes a legal, valid and binding obligation of such Transaction Party, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

(b) The execution, delivery and performance by such Transaction Party of this Amendment do not and will not violate the Organizational Documents of such Transaction Party.

(c) All registrations with, consents or approvals of, notices to, or other actions by any Governmental Authority required to have been obtained or made by such Transaction Party for the due execution, delivery and performance of this Amendment have been obtained or made and are in full force and effect, except those registrations, consents, approvals, notices or other actions the failure of which to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(d) Immediately after giving effect to this Amendment, (i) no Default or Event of Default (each as defined in the ABL Credit Agreement), (ii) no Default or Event of Default (each as defined in each Senior Notes Indenture), and (iii) no Default or Event of Default (each as defined in the Monetization Master Agreement),

203003984.73

in each case, has occurred and is continuing with respect to such Transaction Party or would occur as a result of its entering into this Amendment or performing its obligations under this Amendment.

(e) Immediately after giving effect to this Amendment, the representations and warranties of such Transaction Party set forth in Sections 15.1(a) and 15.1(b) of the Monetization Master Agreement and in each other Transaction Document are true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or similar qualifier, in which case, it is true and correct in all respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or similar qualifier, in which case, it was true and correct in all respects) as of such earlier date.

(f) As of the date hereof, there have been no amendments, consents, modifications or waivers to the ABL Credit Documents other than (u) that certain First Amendment to Third Amended and Restated Credit Agreement, dated as of September 4, 2019, (v) that certain Consent and Amendment No. 2 to Third Amended and Restated Credit Agreement, dated as of November 18, 2021, (w) that certain Third Amendment to Third Amended and Restated Credit Agreement, dated as of January 20, 2022, (x) that certain Fourth ABL Credit Agreement Amendment, dated as of January 17, 2024, (y) that certain Fifth ABL Credit Agreement Amendment, dated as of July 10, 2024, and (z) that certain Consent and Sixth Amendment to Third Amended and Restated Credit Agreement, dated as of September 30, 2024, by and among Calumet Parent and certain of its subsidiaries as borrowers, certain of its subsidiaries as guarantors, the lenders thereto, the ABL Agent, JPMorgan Chase Bank, N.A and Wells Fargo Bank, N.A., as co-syndication agents.

(g) As of the date hereof and after giving effect to this Amendment, the Company is in compliance with all negative covenants as set forth in Section 15.4 of the Monetization Master Agreement.

4. CONDITIONS OF EFFECTIVENESS.This Amendment shall become effective on and as of the first date (the “Second Amendment Effective Date”) on which each of the following conditions precedent have been satisfied:

(a) Aron shall have received executed counterparts of this Amendment from each of the Transaction Parties and Aron;

(b) immediately after giving effect to this Amendment, (i) no Default or Event of Default (each as defined in the ABL Credit Agreement), (ii) no Default or Event

203003984.74

of Default (each as defined in each Senior Notes Indenture) and (iii) no Default or Event of Default (each as defined in the Monetization Master Agreement), in each case, shall have occurred and be continuing or shall result from the consummation of the transactions contemplated hereby;

(c) Aron shall have received a duly executed copy of that certain Consent and Sixth Amendment to Third Amended and Restated Credit Agreement, dated as of September 30, 2024, by and among Calumet Parent, the subsidiaries of Calumet Parent party thereto, the lenders party thereto and Bank of America, N.A., for the benefit of Aron in its entirety;

(d) the representations and warranties of each Transaction Party set forth in ‎Section 3 hereof shall be true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or similar qualifier or is made pursuant to Sections3(e), (f) or (g) hereof, in which case, it shall be true and correct in all respects) on and as of the Second Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or similar qualifier or is made pursuant to Sections3(e), (f) or (g) hereof, in which case, it was true and correct in all respects) as of such earlier date;

(e) Aron shall have received payment (or evidence satisfactory to Aron that such payment will be made substantially concurrently with the entering of this Amendment) of all reasonable and documented out-of-pocket expenses incurred by Aron and its Affiliates (including the reasonable fees, charges and disbursements of counsel and tax consultants for Aron) in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and as otherwise required under Section 18.5 of the Monetization Master Agreement, to the extent an invoice therefor is presented to the Company at least one (1) Business Day prior to the Second Amendment Effective Date; and

(f) Aron shall have received a certificate of the Transaction Parties, dated as of the Second Amendment Effective Date and signed by a Responsible Officer of each of the Transaction Parties, confirming compliance with the conditions precedent set forth in clauses(b) and (d) above.

5. REAFFIRMATION, ACKNOWLEDGEMENT AND CONSENT.

(a) Each Transaction Party acknowledges that it (i) has reviewed the terms and provisions of this Amendment, and (ii) consents to the terms, conditions and

203003984.75

provisions of this Amendment.  Each Transaction Party hereby confirms that each Lien Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Lien Documents, the payment and performance of all Secured Obligations (including all such Secured Obligations as reaffirmed pursuant to this Amendment).

(b) Without limiting the generality of the foregoing, each Transaction Party confirms, ratifies and reaffirms its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Transaction Documents. For the avoidance of doubt, nothing in this Amendment shall constitute a new grant of security interest or restart any hardening period.

(c) Each Transaction Party acknowledges and agrees that each of the Transaction Documents to which it is a party or otherwise bound shall continue in full force and effect in accordance with its terms and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Transaction Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment.  

6. LIMITATIONS.  The foregoing amendments set forth in Section 2 are only effective in the specific instances and for the specific purposes for which they are given and shall not be effective for any other purpose, and no provision of any Transaction Document is amended or waived in any way other than as provided herein.  Except as otherwise expressly provided or contemplated by this Amendment, all of the terms, conditions and provisions of the Monetization Master Agreement and the other Transaction Documents remain unaltered and in full force and effect and are hereby ratified and confirmed.  

7. MISCELLANEOUS. ARTICLE 21 (Confidentiality), ARTICLE 22 (Governing Law; Dispute Resolution), ARTICLE 25 (No Waiver, Cumulative Remedies), ARTICLE 26 (Nature of the Transaction and Relationship of Parties), ARTICLE 27 (Miscellaneous) and ARTICLE 28 (Joint and Several Liability) OF THE MONETIZATION MASTER AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS Amendment AND SHALL APPLY AS IF FULLY SET FORTH HEREIN MUTATIS MUTANDIS.

8. EFFECTIVENESS.  This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any party to this Amendment may execute this Amendment by signing any such counterpart; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signatures are physically attached to the same counterpart.  The delivery of an executed counterpart of a signature page of this Amendment by electronic means, including by facsimile or by “.pdf” attachment to email, shall be effective as valid

203003984.76

delivery of a manually executed counterpart of this Amendment.  This Amendment shall become effective on the Second Amendment Effective Date.

9. COMPLETE AGREEMENT; TRANSACTION DOCUMENT.  This Amendmentrepresents the final and complete agreement of the Parties in respect of the subject matter hereof, and all prior negotiations, representations, understandings, writings and statements of any nature relating thereto are hereby superseded in their entirety by the terms of this Amendment.  The Parties agree and acknowledge that this Amendment constitutes a Transaction Document.

[Signature Pages to Follow]

203003984.77

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered by their respective officers or authorized signatories thereunto duly authorized as of the date first written above.

J. ARON & COMPANY LLC

By: /s/ Simon Collier

Name: Simon Collier

Title: Authorized Signatory

Signature Page to Second Amendmentto Monetization Master Agreement

CALUMET SHREVEPORT REFINING, LLC,

as the Company

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

CALUMET REFINING, LLC,

as Calumet Refining

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

CALUMET, INC.,

as Calumet Parent

By: /s/ David Lunin

Name: David Lunin

Title: Executive Vice President and Chief Financial Officer

Signature Page to Second Amendmentto Monetization Master Agreement

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Todd Borgmann, certify that:

1. I have reviewed this Quarterly Report of Calumet, Inc. (the “registrant”) on Form 10-Q for the quarter ended September 30, 2024;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2024	/s/ Todd Borgmann
	Todd Borgmann President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, David Lunin, certify that:

1. I have reviewed this Quarterly Report of Calumet, Inc. (the “registrant”) on Form 10-Q for the quarter ended September 30, 2024;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2024	/s/ David Lunin
	David Lunin Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Calumet, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of Todd Borgmann, President and Chief Executive Officer of the Company, and David Lunin, Executive Vice President and Chief Financial Officer of the Company, each certify that to his knowledge:

(a) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 12, 2024	/s/ Todd Borgmann
	Todd Borgmann President and Chief Executive Officer
	(Principal Executive Officer)

November 12, 2024	/s/ David Lunin
	David Lunin Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

XML

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 12, 2024
Cover [Abstract]
Document Type	10-Q
Document Period End Date	Sep. 30, 2024
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-42172
Entity Registrant Name	Calumet, Inc. /DE
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-5098520
Entity Address, Address Line One	1060 N Capitol Ave
Entity Address, Address Line Two	Suite 6-401
Entity Address, City or Town	Indianapolis
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46204
City Area Code	317
Local Phone Number	328-5660
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	CLMT
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Information, Former Legal or Registered Name	None
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		85,904,105
Entity Central Index Key	0002013745
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Document Quarterly Report	true

XML

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 34.6	$ 7.9
Accounts receivable, net:
Trade, less allowance for credit losses of $1.3 million and $1.2 million, respectively	279.6	252.4
Other	26.0	33.8
Total accounts receivable	305.6	286.2
Inventories	409.5	439.4
Derivative assets		9.6
Prepaid expenses and other current assets	40.1	51.6
Total current assets	789.8	794.7
Property, plant and equipment, net	1,453.3	1,506.3
Other noncurrent assets, net	397.0	450.3
Total assets	2,640.1	2,751.3
Current liabilities:
Accounts payable	321.6	322.0
Accrued interest payable	42.7	48.7
Accrued salaries, wages and benefits	83.9	87.1
Obligations under inventory financing agreements	44.8	190.4
Current portion of RINs obligation	275.7	277.3
Other current liabilities	85.4	131.5
Current portion of long-term debt	400.3	55.7
Total current liabilities	1,254.4	1,112.7
Other long-term liabilities	153.3	53.6
Long-term debt, less current portion	1,659.0	1,829.7
Total liabilities	3,066.7	2,996.0
Commitments and contingencies
Redeemable noncontrolling interest	245.6	245.6
Stockholders' equity:
Common stock: par value $0.01 per share, 700,000,000 shares authorized, and 85,904,105 and 79,967,363 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.	0.9	0.8
Additional paid-in capital	1,489.9	1,498.6
Warrants: 2,000,000 warrants issued and outstanding as of September 30, 2024.	7.8
Accumulated deficit	(2,163.8)	(1,982.5)
Accumulated other comprehensive loss	(7.0)	(7.2)
Total stockholders' equity	(672.2)	(490.3)
Total liabilities and stockholders' equity	$ 2,640.1	$ 2,751.3

XML

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowance for credit loss	$ 1.3	$ 1.2
Common stock, par or stated value per share	$ 0.01	$ 0.01
Common stock shares authorized	700,000,000	700,000,000
Common stock, shares, issued	85,904,105	79,967,363
Common stock, shares, outstanding	85,904,105	79,967,363
Class of warrants issued	2,000,000
Class of warrants outstanding	2,000,000

XML

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Sales	$ 1,100.4	$ 1,149.4	$ 3,239.9	$ 3,204.5
Cost of sales	1,095.5	887.9	3,092.7	2,774.9
Gross profit	4.9	261.5	147.2	429.6
Operating costs and expenses:
Selling	14.9	12.4	43.7	41.4
General and administrative	40.2	40.2	101.0	103.0
Other operating (income) expense	6.9	(4.1)	17.1	4.1
Operating income (loss)	(57.1)	213.0	(14.6)	281.1
Other income (expense):
Interest expense	(57.7)	(58.7)	(175.3)	(163.7)
Debt extinguishment costs		(0.3)	(0.3)	(5.5)
Gain (loss) on derivative instruments	15.2	(54.3)	9.6	(14.5)
Other income (expense)	(0.3)	0.6	0.7	0.1
Total other expense	(42.8)	(112.7)	(165.3)	(183.6)
Net income (loss) before income taxes	(99.9)	100.3	(179.9)	97.5
Income tax expense	0.7	0.5	1.4	1.4
Net income (loss)	$ (100.6)	$ 99.8	$ (181.3)	$ 96.1
Earnings per share:
Basic	$ (1.18)	$ 1.24	$ (2.21)	$ 1.20
Diluted	$ (1.18)	$ 1.24	$ (2.21)	$ 1.20
Average number of common shares outstanding:
Basic	85,530,080	80,172,810	82,158,405	80,046,930
Diluted	85,530,080	80,387,278	82,158,405	80,148,519

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net income (loss)	$ (100.6)	$ 99.8	$ (181.3)	$ 96.1
Other comprehensive income:
Defined benefit pension and retiree health benefit plans	0.1	0.1	0.2	0.2
Total other comprehensive income	0.1	0.1	0.2	0.2
Comprehensive income (loss) attributable to stockholders' equity	$ (100.5)	$ 99.9	$ (181.1)	$ 96.3

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Millions	Common Stock	Additional Paid-in Capital	Warrants	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total
Beginning balance at Dec. 31, 2022	$ 0.8	$ 1,504.8		$ (2,030.6)	$ (8.3)	$ (533.3)
Beginning balance (in shares) at Dec. 31, 2022	79,189,583
Increase (Decrease) in Partners' Capital
Other comprehensive income					0.2	0.2
Net loss				96.1		96.1
Settlement of tax withholdings on equity-based incentive compensation		(9.6)				(9.6)
Settlement of restricted stock units		2.7				2.7
Settlement of restricted stock units (in shares)	774,419
Amortization of restricted stock units		0.7				0.7
Ending balance at Sep. 30, 2023	$ 0.8	1,498.6		(1,934.5)	(8.1)	(443.2)
Ending balance (in shares) at Sep. 30, 2023	79,964,002
Beginning balance at Jun. 30, 2023	$ 0.8	1,498.3		(2,034.3)	(8.2)	(543.4)
Beginning balance (in shares) at Jun. 30, 2023	79,958,262
Increase (Decrease) in Partners' Capital
Other comprehensive income					0.1	0.1
Net loss				99.8		99.8
Settlement of restricted stock units (in shares)	5,740
Amortization of restricted stock units		0.3				0.3
Ending balance at Sep. 30, 2023	$ 0.8	1,498.6		(1,934.5)	(8.1)	(443.2)
Ending balance (in shares) at Sep. 30, 2023	79,964,002
Beginning balance at Dec. 31, 2023	$ 0.8	1,498.6		(1,982.5)	(7.2)	(490.3)
Beginning balance (in shares) at Dec. 31, 2023	79,967,363
Increase (Decrease) in Partners' Capital
Other comprehensive income					0.2	0.2
Net loss				(181.3)		(181.3)
Issuance of common shares	$ 0.1	(5.5)				(5.4)
Issuance of common shares (in shares)	5,500,000
Issuance of Warrants		(7.8)	$ 7.8
Settlement of tax withholdings on equity-based incentive compensation		(5.4)				(5.4)
Settlement of restricted stock units		10.0				10.0
Settlement of restricted stock units (in shares)	436,742
Ending balance at Sep. 30, 2024	$ 0.9	1,489.9	7.8	(2,163.8)	(7.0)	(672.2)
Ending balance (in shares) at Sep. 30, 2024	85,904,105
Beginning balance at Jun. 30, 2024	$ 0.8	1,503.1		(2,063.2)	(7.1)	(566.4)
Beginning balance (in shares) at Jun. 30, 2024	80,388,555
Increase (Decrease) in Partners' Capital
Other comprehensive income					0.1	0.1
Net loss				(100.6)		(100.6)
Issuance of common shares	$ 0.1	(5.5)				(5.4)
Issuance of common shares (in shares)	5,500,000
Issuance of Warrants		(7.8)	7.8
Settlement of tax withholdings on equity-based incentive compensation		(0.2)				(0.2)
Settlement of restricted stock units		0.3				0.3
Settlement of restricted stock units (in shares)	15,550
Ending balance at Sep. 30, 2024	$ 0.9	$ 1,489.9	$ 7.8	$ (2,163.8)	$ (7.0)	$ (672.2)
Ending balance (in shares) at Sep. 30, 2024	85,904,105

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating activities
Net income (loss)	$ (181.3)	$ 96.1
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Non-cash RINs gain	(1.6)	(134.0)
Unrealized (gain) loss on derivative instruments	0.8	(18.8)
Other non-cash activities	148.7	145.9
Changes in assets and liabilities	(9.6)	(96.6)
Net cash used in operating activities	(43.0)	(7.4)
Investing activities
Additions to property, plant and equipment	(51.7)	(240.3)
Net cash used in investing activities	(51.7)	(240.3)
Financing activities
Proceeds from borrowings - revolving credit facility	1,605.6	1,585.6
Repayments of borrowings - revolving credit facility	(1,516.4)	(1,618.5)
Proceeds from borrowings - MRL revolving credit agreement	32.0	79.0
Repayments of borrowings - MRL revolving credit agreement	(45.0)	(79.0)
Proceeds from borrowings - senior notes	200.0	325.0
Repayments of borrowings - senior notes	(229.0)	(121.0)
Proceeds from inventory financing	550.0	1,229.3
Payments on inventory financing	(580.0)	(1,235.2)
Proceeds from other financing obligations	144.7	101.5
Payments on other financing obligations	(39.6)	(33.8)
Net cash provided by financing activities	122.3	232.9
Net increase (decrease) in cash, cash equivalents and restricted cash	27.6	(14.8)
Cash, cash equivalents and restricted cash at beginning of period	14.7	35.2
Cash, cash equivalents and restricted cash at end of period	42.3	20.4
Cash and cash equivalents	34.6	13.7
Restricted cash	7.7	6.7
Supplemental disclosure of non-cash investing activities
Non-cash property, plant and equipment additions	$ 29.2	$ 31.7

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Description of the Business

9 Months Ended

Sep. 30, 2024

Description of the Business

Description of the Business

1. Description of the Business

On July 10, 2024, Calumet, Inc., a Delaware corporation (the “Company” or “Calumet”), completed the transactions contemplated by a Conversion Agreement, dated February 9, 2024 (as amended, the “Conversion Agreement”), among the Company, Calumet Specialty Products Partners, L.P. (the “Partnership”), Calumet GP, LLC, the general partner of the Partnership (the “General Partner”), Calumet Merger Sub I LLC (“Merger Sub I”), Calumet Merger Sub II LLC (“Merger Sub II”) and the other parties thereto, including The Heritage Group (collectively, the “Sponsor Parties”), as amended by the First Amendment to the Conversion Agreement, dated April 17, 2024 (such transactions, the “Conversion” or the “C-Corp Conversion”).

Pursuant to the Conversion Agreement, among other things:

● Merger Sub II merged with and into the Partnership, with the Partnership continuing as the surviving entity and a wholly owned subsidiary of the Company, and all of the common units representing limited partner interests in the Partnership (“Common Units”) were exchanged into the right to receive an equal number of shares of Common Stock (the “Partnership Merger”); and

● Merger Sub I merged with and into the General Partner, with the General Partner continuing as the surviving entity and a wholly owned subsidiary of the Company, and all outstanding equity interests of the General Partner were exchanged into the right to receive an aggregate of 5.5 million shares of Common Stock and 2.0 million warrants to purchase common stock at an exercise price of $20.00 per share (subject to adjustment) (the “GP Merger”).

On July 10, 2024, the Company issued (i) approximately 80.4 million shares of Common Stock to holders of the Common Units and (ii) 5.5 million shares of Common Stock and 2.0 million warrants to purchase common stock at an exercise price of $20.00 per share (subject to adjustment) to the Sponsor Parties, in each case, pursuant to the Conversion Agreement. As of September 30, 2024, the Company was a publicly traded Delaware corporation. The Company’s common shares are listed on the Nasdaq Global Select Market under the ticker symbol “CLMT.” Refer to Note 2 — “Summary of Significant Accounting Policies” for additional information.

The Company manufactures, formulates, and markets a diversified slate of specialty branded products and renewable fuels to customers in various consumer-facing and industrial markets. Calumet is headquartered in Indianapolis, Indiana and operates twelve facilities throughout North America.

The unaudited condensed consolidated financial statements of the Company as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023, included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These unaudited condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the results of operations for the interim periods presented. All adjustments are of a normal nature, unless otherwise disclosed. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“2023 Annual Report”).

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Reclassifications

Certain amounts in the prior years’ unaudited condensed consolidated financial statements have been reclassified to conform to the current year presentation.

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash include all highly liquid investments with a maturity of three months or less at the time of purchase.

Restricted cash represents cash that is legally restricted under the Montana Renewables, LLC (“MRL”) Term Loan Credit Agreement, and it is included in prepaid expenses and other current assets in the unaudited condensed consolidated balance sheets because it is only available to make principal and interest payments under the terms of the agreement.

Renewable Identification Numbers (“RINs”) Obligation

The Company’s RINs volume obligation (“RVO” or “RINs Obligation”) is an estimated provision if future purchase of RINs were to be required in order to satisfy the U.S. Environmental Protection Agency’s (“EPA”) requirement to blend renewable fuels into certain transportation fuel products pursuant to the Renewable Fuel Standard (“RFS”) of the Clean Air Act (“CAA”). The Company has historically not been obligated to make these purchases. A RIN is a 38-character number assigned to each physical gallon of renewable fuel produced in or imported into the United States. The EPA sets annual volume obligations for the percentage of renewable fuels that must be blended into transportation fuels consumed in the U.S. Compliance is demonstrated by tendering RINs to the EPA documenting that blending has been accomplished or by obtaining a Small Refinery Exemption (“SRE”) as provided in the Clean Air Act. Prior to 2018, the Company historically received the Small Refinery Exemption after qualifying on the merits. The Company’s petitions for the Small Refinery Exemption for compliance years 2018-2022 were included in blanket denials by EPA across the entire industry. EPA’s denials of Calumet’s 2018-2020 petitions have been overturned in litigation, as described below, and are back pending with EPA. The Company’s cases challenging EPA’s denials for program years 2021 and 2022 remain pending in the Fifth Circuit and D.C. Circuit. The 2023--25 petitions have not yet been decided by EPA.

The RVO is a quantity and cannot be settled financially with EPA. The Company accounts for its current period RVO by multiplying the quantity of RINs shortage (based on actual results) by the period end RINs spot price, which is recorded as a current liability in the unaudited condensed consolidated balance sheets and revalued at the end of each subsequent accounting period, which produces non-cash mark-to-market adjustments that are reflected in cost of sales in the unaudited condensed consolidated statements of operations (with the exception of RINs for compliance year 2019 related to the San Antonio refinery, which amount is reflected in other operating expense in the unaudited condensed consolidated statements of operations). RINs generated by blending may be sold or held to offset future RVO. Any gains or losses from RINs sales are recorded in cost of sales in the unaudited condensed consolidated statements of operations.

2018 RVO. In April 2022, EPA issued new decisions denying 36 petitions from small refineries seeking SREs for program year 2018 that had been remanded by the U.S. Court of Appeals for the D.C. Circuit to EPA. EPA had previously granted 31 of these 36 petitions in August 2019, including petitions from the Company. Concurrent with the April 2022 denial action, EPA provided an alternate compliance approach to allow these 31 small refineries to meet their 2018 compliance obligations without purchasing or retiring additional RINs. In April 2022, the Company filed a petition for review of EPA’s denial of the 2018 SRE petition for the Shreveport refinery in the U.S. Court of Appeals for the Fifth Circuit. In June 2022, the Company filed a petition for review of EPA’s denial of the 2018 SRE petition for the Montana refinery in the U.S. Court of Appeals for the Ninth Circuit and filed a protective petition for review in the U.S. Court of Appeals for the D.C. Circuit challenging EPA’s denials of both the Shreveport and Montana refineries’ petitions. Upon a motion made by EPA, the Ninth Circuit dismissed the Company’s petition for review of the denial of the Montana refinery’s 2018 SRE petition for improper venue in favor of the D.C. Circuit case. EPA filed a similar motion to dismiss or transfer in the Fifth Circuit; however, the Fifth Circuit ultimately ordered the merits panel to consider both the merits

of the case and the venue question raised by EPA. These 2018 RVO cases were consolidated with the 2019-2020 RVO cases described below.

2019-2020 RVO. In June 2022, EPA issued final decisions denying 69 pending petitions from small refineries seeking SREs for compliance years 2016 to 2021, including petitions submitted by the Company for program years 2019 and 2020, based on an across-the-board determination that no small refinery suffers disproportionate economic hardship from the RFS program, a contention which was subsequently rejected by the Government Accountability Office. In August 2022, the Company filed a petition for review of EPA’s denial of the 2019 and 2020 SRE petitions for the Shreveport refinery in the U.S. Court of Appeals for the Fifth Circuit, and a petition for review of EPA’s denial of the 2019 and 2020 SRE petitions for the Montana refinery in the U.S. Court of Appeals for the Ninth Circuit. The Company also filed a protective petition for review in the U.S. Court of Appeals for the D.C. Circuit challenging both of EPA’s denials. These cases have been consolidated with the applicable program year 2018 cases. Upon a motion made by EPA, the Ninth Circuit transferred the Company’s Montana case to the D.C. Circuit. The Fifth Circuit denied EPA’s request to dismiss or transfer the Shreveport case, ruling that the merits panel would also consider EPA’s argument that the Shreveport refinery case should be transferred to the D.C. Circuit. The Company filed motions asking the courts to stay the Company’s 2019 and 2020 RFS obligations while the merits cases are pending. In January 2023, the Fifth Circuit granted the Company’s motion for stay relating to the Shreveport refinery, and in March 2023, the D.C. Circuit granted the Company’s motion for stay relating to the Montana refinery. The stays granted by each of the respective circuits held that the Company is likely to be successful on the merits of its appeals.

In November 2023, the Fifth Circuit issued its decision and found that venue is proper in the Fifth Circuit and that EPA’s denial of the Shreveport refinery’s petitions for program years 2018-2020 was improper. The Fifth Circuit vacated EPA’s denials and remanded the petitions to EPA. The judicial stay of the Shreveport refinery’s 2019 and 2020 RFS obligations dissolved when the mandate issued in January 2024, and the refinery’s SRE petitions remain pending on remand. In July 2024, the D.C. Circuit issued its decision, finding that EPA’s denial of the Montana Refinery’s petitions for program years 2018-2020 was improper and vacating and remanding EPA’s 2018-2020 denials. The judicial stay of the Montana refinery’s 2019 and 2020 RFS obligations dissolved when the mandate issued in September 2024, and the refinery’s SRE petitions remain pending on remand.

In May 2024, EPA filed a petition for writ of certiorari with the U.S. Supreme Court with respect to only the venue portion of the Fifth Circuit’s decision. The Supreme Court granted EPA’s petition in October 2024. EPA’s opening brief is due in December 2024, and the deadline for refinery petitioners, including the Shreveport refinery, to file a response brief is in January 2025.

2021-2022 RVO. In October 2022, Calumet applied for SREs for the 2021 and 2022 compliance years. In July 2023, EPA issued final decisions denying 26 pending petitions from small refineries seeking SREs for compliance years 2016 to 2023, including the 2021 and 2022 petitions for the Montana and Shreveport refineries, based on the same approach and analysis described by EPA in its June 2022 denials. The Company then filed petitions for review of the denials with the Fifth Circuit and D.C. Circuit and filed motions asking the courts to stay the Company’s 2021 and 2022 RFS obligations. In September 2023, the Fifth Circuit granted the Company’s motion for stay of the Shreveport refinery’s 2021 and 2022 RFS obligations while the case is pending; and in October 2023, the D.C. Circuit granted the Company’s motion for stay of the Montana refinery’s 2021 and 2022 RFS obligations. The Company’s cases challenging the denial of the Shreveport and Great Falls refinery petitions for program years 2021 and 2022 remain pending in the Fifth Circuit and D.C. Circuit.

2023 RVO. In December 2023, Calumet applied for SREs for the 2023 compliance year. In July 2024, the Company filed for injunctive relief in both the District Court of Montana and the Western District Court of Louisiana to force EPA to make a decision on those 2023 SRE petitions. The district court actions are ongoing.

2024-2025 RVO. In June 2024, Calumet applied for SREs for the 2024 and 2025 compliance years. EPA has yet to issue decisions on those SRE petitions.

Expenses related to RFS compliance have the potential to remain a significant expense for the Specialty Products and Solutions and Montana/Renewables segments. If legal or regulatory changes occur that have the effect of increasing the RINs Obligation, increasing the market price of RINs, or eliminating or narrowing the availability of SREs, the Company

could be required to purchase additional RINs in the open market, which may materially increase the costs related to RFS compliance and could have a material adverse effect on the results of operations and liquidity.

As of September 30, 2024 and December 31, 2023, the Company had a RINs Obligation recorded on the unaudited condensed consolidated balance sheets of $275.7 million and $277.3 million, respectively.

C-Corp Conversion

As described in Note 1 — “Description of the Business,” on the closing date of the C-Corp Conversion, the Company issued (i) approximately 80.4 million shares of Common Stock to holders of the Common Units and (ii) 5.5 million shares of Common Stock and 2.0 million warrants to purchase common stock at an exercise price of $20.00 per share (subject to adjustment) to the Sponsor Parties, in each case, pursuant to the Conversion Agreement. The Company accounted for the C-Corp Conversion as a common control transaction and there were no changes in basis to the net assets recognized at the closing of the transaction. The Company has retrospectively adjusted the unaudited condensed consolidated balance sheets for the period ended December 31, 2023, and the unaudited condensed consolidated statements of operations, statements of comprehensive income (loss), statements of stockholders’ equity for the three and nine months ended September 30, 2023, and the unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2023. The 2.0 million warrants to purchase common stock at an exercise price of $20.00 per share (subject to adjustment) are included in Stockholders’ Equity on the unaudited condensed consolidated balance sheets with a balance of $7.8 million for the period ended September 30, 2024. Refer to Note 10 — “Fair Value Measurements” for additional information related to the assumptions and inputs used to determine the fair value of the warrants. Additionally, the Company has recast earnings per share amounts to include the earnings (or losses) of the transferred net assets for the three and nine months ended September 30, 2023. Refer to Note 11 — “Earnings Per Share” for additional information.

Refer to Note 13 — “Income Taxes” for additional information regarding income tax considerations resulting from the C-Corp Conversion.

Recently Issued Accounting Standards – Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Improvements to Reportable Segment Disclosures.” This ASU requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact ASU 2023-07 will have on our disclosures.

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” This ASU amends existing income tax disclosure guidance, primarily requiring more detailed disclosures for income taxes paid and the effective tax rate reconciliation. This ASU is effective for fiscal years beginning after December 15, 2024, may be applied prospectively or retrospectively, and allows for early adoption. The Company is currently evaluating the impact this update will have on its income tax disclosures in the unaudited condensed consolidated financial statements.

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Revenue Recognition

9 Months Ended

Sep. 30, 2024

Revenue Recognition

Revenue Recognition

3. Revenue Recognition

The following is a description of principal activities from which the Company generates revenue. Revenues are recognized when control of the promised goods are transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods promised within each contract and determines the performance obligations and assesses whether each promised good is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Products

The Company manufactures, formulates, and markets a diversified slate of specialty branded products to customers in various consumer-facing and industrial markets. In addition, the Company produces fuel and fuel related products, including gasoline, diesel, jet fuel, asphalt and other fuels products. At our Montana Renewables facility, we process a variety of geographically advantaged renewable feedstocks into renewable fuels, including: renewable diesel, sustainable aviation fuel (“SAF”), renewable hydrogen, renewable natural gas, renewable propane and renewable naphtha. These renewable fuels are distributed into renewable markets in the western half of North America. The Company also blends, packages and markets high-performance branded specialty products through its Royal Purple, Bel-Ray and TruFuel brands.

The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. For each contract, the Company considers the promise to transfer products, each of which are distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to variable consideration such as product returns, rebates or other discounts to determine the net consideration to which the Company expects to be entitled. The Company transfers control and recognizes revenue upon shipment to the customer or, in certain cases, upon receipt by the customer in accordance with contractual terms.

Revenue is recognized when obligations under the terms of a contract with a customer are satisfied and control of the promised goods are transferred to the customer. The contract with the customer states the final terms of the sale, including the description, quantity and price of each product or service purchased. For fuel products, payment is typically due in full between 2 to 30 days of delivery or the start of the contract term, such that payment is typically collected 2 to 30 days subsequent to the satisfaction of performance obligations. For renewable fuel products, payment is typically due in full between 7 to 14 days of delivery or the start of the contract term, such that payment is typically collected 7 to 14 days subsequent to the satisfaction of performance obligations. For specialty products, payment is typically due in full between 30 to 90 days of delivery or the start of the contract term, such that payment is typically collected 30 to 90 days subsequent to the satisfaction of performance obligations. In the normal course of business, the Company does not accept product returns unless the item is defective as manufactured. The expected costs associated with a product assurance warranty continue to be recognized as expense when products are sold. The Company does not offer promised services that could be considered warranties that are sold separately or provide a service in addition to assurance that the related product complies with agreed upon specifications. The Company establishes provisions based on the methods described in ASC 606 for estimated returns as variable consideration when determining the transaction price.

Excise and Sales Taxes

The Company assesses, collects and remits excise taxes associated with the sale of certain of its fuel products. Furthermore, the Company collects and remits sales taxes associated with certain sales of its products to non-exempt customers. The Company excludes excise taxes and sales taxes that are collected from customers from the transaction price in its contracts with customers. Accordingly, revenue from contracts with customers is net of sales-based taxes that are collected from customers and remitted to taxing authorities.

Shipping and Handling Costs

Shipping and handling costs are deemed to be fulfillment activities rather than a separate distinct performance obligation.

Cost of Obtaining Contracts

The Company may incur incremental costs to obtain a sales contract, which under ASC 606 should be capitalized and amortized over the life of the contract. The Company has elected to apply the practical expedient in ASC 340-40-50-5 allowing the Company to expense these costs since the contracts are short-term in nature with a contract term of one year or less.

Contract Balances

Under product sales contracts, the Company invoices customers for performance obligations that have been satisfied, at which point payment is unconditional. Accordingly, a product sales contract does not give rise to contract assets or liabilities under ASC 606. The Company’s receivables, net of allowance for expected credit losses from contracts with customers as of September 30, 2024 and December 31, 2023 were $279.6 million and $252.4 million, respectively.

Transaction Price Allocated to Remaining Performance Obligations

The Company’s product sales are short-term in nature with a contract term of one year or less. The Company has utilized the practical expedient in ASC 606-10-50-14 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. Additionally, each unit of product generally represents a separate performance obligation; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required.

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Inventories

9 Months Ended

Sep. 30, 2024

Inventories

Inventories

4. Inventories

The cost of inventory is recorded using the last-in, first-out (“LIFO”) method. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs and are subject to the final year-end LIFO inventory valuation. In certain circumstances, the Company may decide not to replenish inventory for certain products or product lines during an interim period, in which case, the Company may record interim LIFO adjustments during that period. During the three and nine months ended September 30, 2024, the Company recorded no activity (exclusive of lower of cost or market (“LCM”) adjustments) in cost of sales in the unaudited condensed consolidated statements of operations due to the permanent liquidation of inventory layers. During the three and nine months ended September 30, 2023, the Company recorded increases (exclusive of LCM adjustments) in cost of sales in the unaudited condensed consolidated statements of operations of $7.5 million due to the permanent liquidation of inventory layers.

Costs include crude oil and other feedstocks, labor, processing costs and refining overhead costs. Inventories are valued at the LCM value. The replacement cost of these inventories, based on current market values, would have been $48.3 million and $67.8 million higher than the carrying value of inventory as of September 30, 2024 and December 31, 2023, respectively.

For the three and nine months ended September 30, 2024 and 2023, the Company sold inventory comprised of crude oil, refined products and renewable feedstocks under Supply and Offtake Agreements as described in Note 7 — “Inventory Financing Agreements” related to the Great Falls, Shreveport and Montana Renewables facilities.

Inventories consist of the following (in millions):

	September 30, 2024						December 31, 2023
			Supply and						Supply and
	Titled		Offtake				Titled		Offtake
	Inventory		Agreements (1)		Total		Inventory		Agreements (1)		Total
Raw materials	$	38.5	$	39.1	$	77.6	$	61.6	$	27.6	$	89.2
Work in process		68.7		38.2		106.9		72.3		36.7		109.0
Finished goods		155.0		70.0		225.0		162.1		79.1		241.2
	$	262.2	$	147.3	$	409.5	$	296.0	$	143.4	$	439.4

(1) Amounts represent LIFO value and do not necessarily represent the value at which the inventory was sold. Please read Note 7 — “Inventory Financing Agreements” for further information.

In addition, the use of the LIFO inventory method may result in increases or decreases to cost of sales in years that inventory volumes decline as the result of charging cost of sales with LIFO inventory costs generated in prior periods. In periods of rapidly declining prices, LIFO inventories may have to be written down to market value due to the higher costs assigned to LIFO layers in prior periods. During the three and nine months ended September 30, 2024, the Company recorded an increase in cost of sales in the unaudited condensed consolidated statements of operations of $9.4 million and $8.9 million, respectively. During the three months ended September 30, 2023, the Company recorded a decrease in cost of sales in the unaudited condensed consolidated statements of operations of $12.0 million. During the nine months ended September 30, 2023, the Company recorded an increase in cost of sales in the unaudited condensed consolidated statements of operations of $1.9 million.

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Leases

9 Months Ended

Sep. 30, 2024

Leases

Leases

5. Leases

The Company has various operating and finance leases primarily for the use of land, storage tanks, railcars, equipment, precious metals and office facilities that have remaining lease terms of greater than one year to 15 years, some of which include options to extend the lease for up to 31 years, and some of which include options to terminate the lease within one year.

Supplemental balance sheet information related to the Company’s leases for the periods presented were as follows (in millions):

		September 30,		December 31,
Assets:	Classification:	2024		2023
Operating lease assets	Other noncurrent assets, net (1)	$	78.7	$	114.4
Finance lease assets	Property, plant and equipment, net (2)		2.6		2.4
Total leased assets		$	81.3	$	116.8
Liabilities:
Current
Operating	Other current liabilities	$	35.0	$	75.6
Finance	Current portion of long-term debt		1.0		1.1
Non-current
Operating	Other long-term liabilities		44.0		39.0
Finance	Long-term debt, less current portion		1.9		1.9
Total lease liabilities		$	81.9	$	117.6

(1) During the three and nine months ended September 30, 2024, the Company had additions to its operating lease right of use assets and operating lease liabilities of approximately $15.3 million and $22.1 million, respectively.

(2) Finance lease assets are recorded net of accumulated amortization of $5.6 million and $5.0 million as of September 30, 2024 and December 31, 2023, respectively.

Lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of lease expense related to the Company’s leases for the periods presented were as follows (in millions).

		Three Months Ended September 30,				Nine Months Ended September 30,
Lease Costs:	Classification:	2024		2023		2024		2023
Fixed operating lease cost	Cost of Sales; SG&A Expenses	$	20.9	$	20.1	$	62.8	$	55.7
Short-term operating lease cost (1)	Cost of Sales; SG&A Expenses		2.1		2.4		6.6		7.2
Variable operating lease cost (2)	Cost of Sales; SG&A Expenses		3.0		0.5		4.3		3.3
Finance lease cost:
Amortization of finance lease assets	Cost of Sales		0.4		0.1		0.6		0.6
Interest on lease liabilities	Interest expense		0.1		0.1		0.2		0.2
Total lease cost		$	26.5	$	23.2	$	74.5	$	67.0

(1) The Company’s leases with an initial term of 12 months or less are not recorded on the unaudited condensed consolidated balance sheets.

(2) The Company’s railcar leases typically include a mileage limit the railcar can travel over the life of the lease. For any mileage incurred over this limit, the Company is obligated to pay an agreed upon dollar value for each mile that is traveled over the limit.

As of September 30, 2024, the Company had estimated minimum commitments for the payment of rentals under leases which, at inception, had a noncancellable term of more than one year, as follows (in millions):

	Operating		Finance
Maturity of Lease Liabilities	Leases (1)		Leases (2)		Total
2024	$	20.8	$	0.3	$	21.1
2025		23.1		1.1		24.2
2026		14.8		1.0		15.8
2027		10.4		0.5		10.9
2028		7.5		0.3		7.8
Thereafter		18.1		0.1		18.2
Total	$	94.7	$	3.3	$	98.0
Less: Interest		15.7		0.4		16.1
Present value of lease liabilities	$	79.0	$	2.9	$	81.9
Less obligations due within one year		35.0		1.0		36.0
Long-term lease obligation	$	44.0	$	1.9	$	45.9

(1) As of September 30, 2024, the Company’s operating lease payments included no material options to extend lease terms that are reasonably certain of being exercised. The Company has no legally binding minimum lease payments for leases signed but not yet commenced as of September 30, 2024.

(2) As of September 30, 2024, the Company’s finance lease payments included no material options to extend lease terms that are reasonably certain of being exercised. The Company has no legally binding minimum lease payments for leases that have been signed but not yet commenced as of September 30, 2024.

Weighted-Average Lease Term and Discount Rate

The weighted-average remaining lease term and weighted-average discount rate for the Company’s operating and finance leases were as follows:

	September 30,		December 31,
Lease Term and Discount Rate:	2024		2023
Weighted-average remaining lease term (years):
Operating leases	4.2		2.6
Finance leases	3.2		3.1
Weighted-average discount rate:
Operating leases	8.6	%	8.6	%
Finance leases	8.0	%	7.3	%

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies

Commitments and Contingencies

6. Commitments and Contingencies

From time to time, the Company is a party to certain claims and litigation incidental to its business, including claims made by various taxation and regulatory authorities, such as the Internal Revenue Service, the EPA and the U.S. Occupational Safety and Health Administration (“OSHA”), as well as various state environmental regulatory bodies and state and local departments of revenue, as the result of audits or reviews of the Company’s business. In addition, the Company has property, business interruption, general liability and various other insurance policies that may result in certain losses or expenditures being reimbursed to the Company.

Environmental

The Company conducts specialty refining, blending and terminal operations and such activities are subject to stringent federal, regional, state and local laws and regulations governing worker health and safety, the discharge of materials into the environment and environmental protection. These laws and regulations impose obligations that are applicable to the Company’s operations, such as requiring the acquisition of permits to conduct regulated activities, restricting the manner

in which the Company may release materials into the environment, requiring remedial activities or capital expenditures to mitigate pollution from former or current operations, requiring the application of specific health and safety criteria addressing worker protection and imposing substantial liabilities for pollution resulting from its operations. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil and criminal penalties; the imposition of investigatory, remedial or corrective action obligations or the incurrence of capital expenditures; the occurrence of delays in the permitting, development or expansion of projects and the issuance of injunctive relief limiting or prohibiting Company activities. Moreover, certain of these laws impose joint and several, strict liability for costs required to remediate and restore sites where petroleum hydrocarbons, wastes or other materials have been released or disposed. In addition, new laws and regulations, new interpretations of existing laws and regulations, increased governmental enforcement or other developments, some of which legal requirements are discussed below, could significantly increase the Company’s operational or compliance expenditures.

Remediation of subsurface contamination is in process at certain of the Company’s refinery sites and is being overseen by the appropriate state agencies. Based on current investigative and remedial activities, the Company believes that the soil and groundwater contamination at these refineries can be controlled or remediated without having a material adverse effect on the Company’s financial condition. However, such costs are often unpredictable and, therefore, there can be no assurance that the future costs will not become material.

Occupational Health and Safety

The Company is subject to various laws and regulations relating to occupational health and safety, including the federal Occupational Safety and Health Act, as amended, and comparable state laws. These laws and regulations strictly govern the protection of the health and safety of employees. In addition, OSHA’s hazard communication standard, the EPA’s community right-to-know regulations under Title III of the federal Comprehensive Environmental Response, Compensation and Liability Act, as amended, and similar state statutes require the Company to maintain information about hazardous materials used or produced in the Company’s operations and provide this information to employees, contractors, state and local government authorities and customers. The Company maintains safety and training programs as part of its ongoing efforts to promote compliance with applicable laws and regulations. The Company conducts periodic audits of process safety management systems at each of its locations subject to this standard. The Company’s compliance with applicable health and safety laws and regulations has required, and continues to require, substantial expenditures. Changes in occupational safety and health laws and regulations or a finding of non-compliance with current laws and regulations could result in additional capital expenditures or operating expenses, as well as civil penalties and, in the event of a serious injury or fatality, criminal charges.

Other Matters, Claims and Legal Proceedings

The Company is subject to matters, claims and litigation incidental to its business. The Company has recorded accruals with respect to certain of its matters, claims and litigation where appropriate, that are reflected in the unaudited condensed consolidated financial statements but are not individually considered material. For other matters, claims and litigation, the Company has not recorded accruals because it has not yet determined that a loss is probable or because the amount of loss cannot be reasonably estimated. While the ultimate outcome of matters, claims and litigation currently pending cannot be determined, the Company currently does not expect these outcomes, individually or in the aggregate (including matters for which the Company has recorded accruals), to have a material adverse effect on its financial position, results of operations or cash flows. The outcome of any matter, claim or litigation is inherently uncertain, however, and if decided adversely to the Company, or if the Company determines that settlement of particular litigation is appropriate, the Company may be subject to liability that could have a material adverse effect on its financial position, results of operations or cash flows.

Standby Letters of Credit

The Company has agreements with various financial institutions for standby letters of credit and other reserves. The standby letters of credit have been issued primarily to vendors. As of September 30, 2024 and December 31, 2023, the Company had outstanding standby letters of credit of $27.3 million and $29.9 million, respectively, under its senior secured revolving credit facility (the “revolving credit facility”). Please read Note 8 — “Long-Term Debt” for additional

information regarding the Company’s revolving credit facility. At September 30, 2024 and December 31, 2023, the maximum amount of letters of credit the Company could issue under its revolving credit facility was subject to borrowing base limitations, with a maximum letter of credit sublimit equal to $255.0 million, which may be increased with the consent of the Agent (as defined in the Credit Agreement) to 90% of revolver commitments then in effect ($500.0 million at September 30, 2024 and December 31, 2023).

Throughput Contract

Prior to 2020, the Company entered into a long-term agreement to transport crude oil at a minimum of 5,000 bpd through a pipeline, which commenced service in the second quarter of 2020. The agreement also contains a capital recovery charge that increases 2% per annum. This agreement is for seven years.

As of September 30, 2024, the estimated minimum unconditional purchase commitments, including the capital recovery charge, under the agreement were as follows (in millions):

Year	Commitment
2024	$	1.0
2025		4.0
2026		4.0
2027		2.4
Thereafter		—
Total (1)	$	11.4

(1) As of September 30, 2024, the estimated minimum payments for the unconditional purchase commitments have been accrued and are included in other current liabilities and other long-term liabilities in the unaudited condensed consolidated balance sheets. This liability was accrued due to the fact that the contract was entered into to supply crude to a divested facility.

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Inventory Financing Agreements

9 Months Ended

Sep. 30, 2024

Inventory Financing Agreements

Inventory Financing Agreements

7. Inventory Financing Agreements

On January 17, 2024 (the “Effective Date”), the Company and J. Aron & Company LLC (“J. Aron”) entered into a Monetization Master Agreement (the “Master Agreement”), a related Financing Agreement (the “Financing Agreement”) and Supply and Offtake Agreement (together with the Master Agreement and the Financing Agreement, the “Shreveport Supply and Offtake Agreement”). Pursuant to the Shreveport Supply and Offtake Agreement, J. Aron agreed to, among other things, purchase from the Company, or extend to the Company, financial accommodations secured by crude oil and finished products located at the Company’s Shreveport facility on the Effective Date and from time to time, up to maximum volumes specified for crude oil and categories of finished products, subject to the Company’s repurchase obligations with respect thereto. The Shreveport Supply and Offtake Agreement replaced the Company’s previous inventory financing agreement with Macquarie Group Limited (“Macquarie”), which terminated on January 17, 2024.

On September 30, 2024, in connection with the closing of the Montana Asset Financing Arrangement, the Company entered into the Second Amendment to the Monetization Master Agreement with J. Aron and the other parties thereto, in order to amend the Monetization Master Agreement, dated as of January 17, 2024 and permit the Montana Asset Financing Arrangement transaction. Refer to Note 8 — “Long-Term Debt” for additional information.

In March 2017, the Company entered into an agreement with Macquarie to support the operations of the Great Falls refinery (as amended, the “Great Falls Supply and Offtake Agreement”). The Great Falls Supply and Offtake Agreement terminated on December 13, 2023. The inventories that were previously associated with the Great Falls Supply and Offtake Agreement were added back to our revolving credit facility borrowing base.

On October 3, 2023, MRL and Wells Fargo Commodities, LLC (“Wells Fargo”) entered into (a) 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 ISDA 2002 Master Agreement (the “Credit Support Annex”), and (iv) a Renewable Fuel and Feedstock Repurchase Master Confirmation (together with the Master Agreement, the Schedule and the Credit Support

Annex, collectively the “MRL Supply and Offtake Agreement” and, together with the Shreveport Supply and Offtake Agreement, the “Supply and Offtake Agreements”). Pursuant to the MRL Supply and Offtake Agreement, Wells Fargo agreed to, among other things, (a) purchase from MRL renewable feedstocks and finished products located at MRL’s Great Falls facility, 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. The MRL Supply and Offtake Agreement replaced MRL’s previous inventory financing agreement with Macquarie, which terminated on October 3, 2023.

While title to certain inventories will reside with the counterparties to the arrangements, the Supply and Offtake Agreements are accounted for by the Company similar to a product financing arrangement; therefore, the inventories sold to the counterparties will continue to be included in the Company’s unaudited condensed consolidated balance sheets until processed and sold to a third party.

For the three months ended September 30, 2024 and 2023, the Company incurred an expense of $4.3 million and $8.5 million, respectively, for financing costs related to the Supply and Offtake Agreements, which are included in interest expense in the Company’s unaudited condensed consolidated statements of operations. For the nine months ended September 30, 2024 and 2023, the Company incurred an expense of $14.7 million and $23.1 million, respectively, for financing costs related to the Supply and Offtake Agreements, which are included in interest expense in the Company’s unaudited condensed consolidated statements of operations.

The Company’s inventory financing arrangement with Macquarie for the Company’s Shreveport facility in effect as of December 31, 2023 included a deferred payment arrangement (the “Deferred Payment Arrangement”) whereby the Company could defer payments on just-in-time crude oil purchases from Macquarie owed under the agreements up to the value of the collateral provided (90% of the collateral was inventory). The deferred amounts under the Deferred Payment Arrangement bore interest at a rate equal to the SOFR plus 3.25% per annum. Amounts outstanding under the Deferred Payment Arrangement were included in obligations under inventory financing agreements in the Company’s unaudited condensed consolidated balance sheets. Changes in the amount outstanding under the Deferred Payment Arrangement for the three and nine months ended September 30, 2023 were included within cash flows from financing activities in the unaudited condensed consolidated statements of cash flows. As of December 31, 2023, the Company had $14.1 million of deferred payments outstanding for the inventory financing arrangement with Macquarie then in effect.

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Long-Term Debt

9 Months Ended

Sep. 30, 2024

Long-Term Debt.

Long-Term Debt

8. Long-Term Debt

Long-term debt consisted of the following (in millions):

	September 30,		December 31,
	2024		2023
Borrowings under amended and restated senior secured revolving credit agreement with third-party lenders, interest payments quarterly, borrowings due January 2027, weighted average interest rates of 7.7% and 6.8% for the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively.	$	225.9	$	136.7
Borrowings under amended secured MRL revolving credit agreement with third-party lender, interest payments quarterly, borrowings due November 2027, weighted average interest rate of 7.3% and 6.9% for the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively.		—		13.0
Borrowings under the 2024 Secured Notes, interest at a fixed rate of 9.25%, interest payments semiannually, borrowings due July 2024, effective interest rate of 9.5% for the year ended December 31, 2023.		—		179.0
Borrowings under the 2025 Notes, interest at a fixed rate of 11.0%, interest payments semiannually, borrowings due April 2025, effective interest rate of 11.4% for the nine months ended September 30, 2024 and the year ended December 31, 2023.		363.5		413.5
Borrowings under the 2027 Notes, interest at a fixed rate of 8.125%, interest payments semiannually, borrowings due July 2027, effective interest rate of 8.3% for the nine months ended September 30, 2024 and the year ended December 31, 2023.		325.0		325.0
Borrowings under the 2028 Notes, interest at a fixed rate of 9.75%, interest payments semiannually, borrowings due July 2028, effective interest rate of 10.2% for the nine months ended September 30, 2024 and the year ended December 31, 2023.		325.0		325.0
Borrowings under the 2029 Secured Notes, interest at a fixed rate of 9.25%, interest payments semiannually, borrowings due July 2029, effective interest rate of 9.4% for the nine months ended September 30, 2024.		200.0		—
MRL Term Loan Credit Agreement		73.9		74.4
Shreveport terminal asset financing arrangement		44.9		50.8
Montana terminal asset financing arrangement		34.7		—
Montana refinery asset financing arrangement		110.0		—
MRL asset financing arrangements		372.5		384.6
Finance lease obligations, at various interest rates, interest and principal payments monthly through June 2028		2.9		3.0
Less unamortized debt issuance costs (1)		(16.2)		(16.1)
Less unamortized discounts		(2.8)		(3.5)
Total debt	$	2,059.3	$	1,885.4
Less current portion of long-term debt		400.3		55.7
Total long-term debt	$	1,659.0	$	1,829.7

(1) Deferred debt issuance costs are being amortized by the effective interest rate method over the lives of the related debt instruments. These amounts are net of accumulated amortization of $30.3 million and $26.6 million at September 30, 2024 and December 31, 2023, respectively.

9.25% Senior Secured First Lien Notes due 2029 (the “2029 Secured Notes”)

On March 7, 2024, the Company issued and sold $200.0 million in aggregate principal amount of 2029 Secured Notes in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The 2029 Secured Notes were issued at par for net proceeds of $199.0 million, after deducting transaction expenses. The Company used the net proceeds from the private placement of the 2029 Secured Notes, together with cash on hand, to redeem all of its outstanding 9.25% Senior Secured First Lien Notes due 2024 (the “2024 Secured Notes”) and $50.0 million aggregate principal amount of its outstanding 11.00% Senior Notes due 2025 (the “2025 Notes”). The Company redeemed $50.0 million aggregate principal amount of its outstanding 2025 Notes on April 15, 2024. Interest on the 2029 Secured Notes is paid semiannually on January 15 and July 15 of each year, beginning on July 15, 2024.

9.75% Senior Notes due 2028 (the “2028 Notes”)

On June 27, 2023, the Company issued and sold $325.0 million in aggregate principal amount of 2028 Notes, in a private placement pursuant to Section 4(a)(2) of the Securities Act to eligible purchasers at par. The Company received net proceeds of $319.1 million, after deducting the initial purchasers’ discount and offering expenses, which the Company used a portion of the net proceeds to fund offers (collectively, the “Tender Offers”) to purchase (i) any and all of its outstanding $200.0 million in aggregate principal amount of 2024 Secured Notes and (ii) up to $100.0 million in aggregate principal amount of its outstanding 2025 Notes and pay related premiums and expenses, with the remaining net proceeds to be used for general partnership purposes, including debt repayment. On June 28, 2023, in connection with the early settlement of the Tender Offers, the Company used approximately $125.5 million (excluding accrued and unpaid interest and related expenses) of the proceeds from the offering of the 2028 Notes to fund the repurchase of (i) approximately $21.0 million in aggregate principal amount of 2024 Secured Notes and (ii) $100.0 million in aggregate principal amount of the 2025 Notes and pay related premiums. Interest on the 2028 Notes is paid semiannually in arrears on January 15 and July 15 of each year, beginning on July 15, 2024.

Senior Notes

The 2025 Notes, 8.125% Senior Notes due 2027 (the “2027 Notes”), the 2028 Notes, and the 2029 Secured Notes (collectively, the “Senior Notes”) are subject to certain automatic customary releases, including the sale, disposition, or transfer of capital stock or substantially all of the assets of a subsidiary guarantor, designation of a subsidiary guarantor as unrestricted in accordance with the applicable indenture, exercise of legal defeasance option or covenant defeasance option, liquidation or dissolution of the subsidiary guarantor and a subsidiary guarantor ceases to both guarantee other Company debt and to be an obligor under the revolving credit facility. The Company’s operating subsidiaries may not sell or otherwise dispose of all or substantially all of their properties or assets to, or consolidate with or merge into, another company if such a sale would cause a default under the indentures governing the Senior Notes.

The indentures governing the Senior Notes contain covenants that, among other things, restrict the Company’s ability and the ability of certain of the Company’s subsidiaries to: (i) sell assets; (ii) pay distributions on, redeem or repurchase the Company’s common units or redeem or repurchase its subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue preferred units; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from the Company’s restricted subsidiaries to the Company; (vii) consolidate, merge or transfer all or substantially all of the Company’s assets; (viii) engage in transactions with affiliates and (ix) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. At any time when the Senior Notes are rated investment grade by either Moody’s Investors Service, Inc. (“Moody’s”) or S&P Global Ratings (“S&P”) and no Default or Event of Default, each as defined in the indentures governing the Senior Notes, has occurred and is continuing, many of these covenants will be suspended. As of September 30, 2024, the Company was in compliance with all covenants under the indentures governing the Senior Notes.

Montana Refinery Asset Financing Arrangement

On September 30, 2024, Calumet Montana Refining, LLC (“Calumet Montana”), a subsidiary of the Company, entered into a Master Lease Agreement (together with Equipment Schedule No. 1 thereto) with Stonebriar Commercial Finance LLC (“Stonebriar”) related to a sale and leaseback transaction (the “Montana Refinery Asset Financing

Arrangement”). Pursuant to the Montana Refinery Asset Financing Arrangement, Calumet Montana sold to and leased back from Stonebriar certain equipment comprising the specialty asphalt refinery located in Great Falls, Montana (the “Refinery Assets”), for a total purchase price of up to $150.0 million. Calumet Montana received $110.0 million of the total purchase price on September 30, 2024 and the remaining purchase price of up to $40.0 million will be disbursed to the Company at the closing of a financing contemplated by Montana Renewables, LLC (“MRL”), an unrestricted, non-guarantor subsidiary of the Company. The Company has recorded the Montana Refinery Asset Financing Arrangement as a financial liability in the unaudited condensed consolidated balance sheets.

MRL Asset Financing Arrangements

On August 5, 2022, MRL, entered into Equipment Schedule No. 2 (the “Equipment Schedule”) and an Interim Funding Agreement (the “Funding Agreement”) with Stonebriar. The Equipment Schedule and the Funding Agreement each constitute a schedule under the Master Lease Agreement (the “Lease Agreement”) dated as of December 31, 2021 between MRL and Stonebriar. The Equipment Schedule provides that Stonebriar will purchase from and lease back to MRL a hydrocracker, intended to produce renewable diesel and related products, for a purchase price of $250.0 million. The Funding Agreement provides $100.0 million in financing for the design and construction of a feedstock pre-treater facility and $50.0 million for the construction of a hydrogen plant. The transactions with Stonebriar described in this paragraph are referred to herein as the “MRL asset financing arrangements.”

On September 30, 2024, MRL entered into the Lease Amendment (the “MRL Lease Amendment”) with Stonebriar to amend Equipment Schedule No. 1, dated as of December 30, 2022, Equipment Schedule No. 2, dated as of August 5, 2022, and Equipment Schedule No. 3, dated as of September 29, 2023 (each, an “Equipment Schedule” and, collectively, the “Equipment Schedules”). Each Equipment Schedule sets forth lease terms that incorporate part of that certain Master Lease Agreement, dated as of December 31, 2021, by and among MRL and Stonebriar. The MRL Lease Amendment amended each Equipment Schedule to, among other changes, permit an additional early termination option contingent upon successful additional financing by MRL.

The Company has recorded the MRL asset financing arrangements as a financial liability in the unaudited condensed consolidated balance sheets.

Fourth, Fifth and Sixth Amendments to Third Amended and Restated Senior Secured Revolving Credit Facility

On January 17, 2024, the Company entered into the Fourth Amendment to its revolving credit facility (the “Credit Agreement”) governing its senior secured revolving credit facility maturing in January 2027, which provides maximum availability of credit under the revolving credit facility of $650.0 million, including a FILO tranche, subject to borrowing base limitations, and includes a $500.0 million incremental uncommitted expansion feature. Lenders under the revolving credit facility have a first priority lien on, among other things, the Company’s account receivable and inventory and substantially all of its cash (collectively, the “Credit Agreement Collateral”).

On July 10, 2024, in connection with the completion of the Conversion, the Company entered into the Fifth Amendment to the Credit Agreement to among other changes, (i) reflect the addition of the Company and the General Partner as additional borrowers under the Credit Agreement, (ii) reflect the addition of the Company and the General Partner as additional grantors of security interests in their respective assets that constitute Collateral (as defined in the Credit Agreement, as amended) to secure the obligations under the Credit Agreement and related documents, (iii) transition certain responsibilities from the Partnership to the Company, including to designate the Company as the successor Borrower Agent (as defined in the Credit Agreement, as amended), and (iv) replace Canadian Dealer Offered Rate, or CDOR, with Term Canadian Overnight Repo Rate Average, or Term CORRA, as an alternate currency rate for which Alternate Swingline Loans denominated in Canadian Dollars may be borrowed under the Credit Agreement (each as defined in the Credit Agreement, as amended), in each case, on the terms and conditions set forth in the Fifth Amendment.

On September 30, 2024, in connection with the Montana Refinery Asset Financing Arrangement transaction, the Company entered into the Consent and Sixth Amendment (the “Sixth Amendment”) to the Credit Agreement. The Sixth Amendment amended the Credit Agreement to, among other changes, (i) permit the Montana Refinery Asset Financing Arrangement transaction, and (ii) to remove the Refinery Assets from the determination of the borrowing base under the Credit Agreement, on the terms and conditions set forth in the Sixth Amendment.

The borrowing capacity at September 30, 2024, under the revolving credit facility was approximately $475.5 million. As of September 30, 2024, the Company had outstanding borrowings of $225.9 million under the revolving credit facility and outstanding standby letters of credit of $27.3 million, leaving approximately $222.3 million of unused capacity.

The revolving credit facility contains various covenants that limit, among other things, the Company’s ability to: incur indebtedness; grant liens; dispose of certain assets; make certain acquisitions and investments; redeem or prepay other debt or make other restricted payments such as distributions to unitholders; enter into transactions with affiliates; and enter into a merger, consolidation or sale of assets. Further, the revolving credit facility contains one springing financial covenant which provides that only if the Company’s availability to borrow loans under the revolving credit facility falls below the sum of (a) the greater of (i) (x) 15% of the borrowing base then in effect at the same time that the refinery asset borrowing base component is greater than $0 and (y) 10% of the borrowing base then in effect at any time that the refinery asset borrowing base component is equal to $0 and (ii) $45.0 million (which amount is subject to certain increases) plus (b) the amount of FILO Loans outstanding, then we will be required to maintain as of the end of each fiscal quarter a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.0 to 1.0. As of September 30, 2024, the Company was in compliance with all covenants under the revolving credit facility.

Amendment No. 1 to MRL Revolving Credit Agreement

On November 2, 2022, MRL entered into, as borrower, a Credit Agreement (the “MRL Revolving Credit Agreement”) with Montana Renewables Holdings LLC (“MRHL”), the parent company of MRL, and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent and lender, which MRL Revolving Credit Agreement provides for a secured revolving credit facility in the maximum amount of $90.0 million outstanding, secured by accounts receivable, with the option to request additional commitments of up to $15.0 million, and with a maturity date of November 2, 2027. The borrowing capacity at September 30, 2024, under the MRL Revolving Credit Agreement was approximately $32.9 million. As of September 30, 2024, MRL had no outstanding borrowings under the MRL Revolving Credit Agreement and no outstanding standby letters of credit, leaving approximately $32.9 million of unused capacity.

Amendment No. 1 to MRL Term Loan Credit Agreement

On April 19, 2023, MRL and MRHL entered into a Credit Agreement (the “MRL Term Loan Credit Agreement”) with a group of financial institutions, including I Squared Capital and Delaware Trust Company, as administrative agent, that provides for a $75.0 million term loan facility with a maturity date of April 19, 2028 (the “Maturity Date”). The MRL Term Loan Credit Agreement provides for a variable interest rate based on the SOFR plus 6.0% to 7.3% per annum. The borrowings under the MRL Term Loan Credit Agreement are repayable in quarterly installments commencing on June 30, 2023, in an amount equal to 0.25% of the outstanding principal amount under the MRL Term Loan Credit Agreement as of each quarterly payment date, plus additional principal payments to the extent MRL has excess cash flows, pursuant to the terms of the MRL Term Loan Credit Agreement. The remaining borrowings under the MRL Term Loan Credit Agreement are repayable on the Maturity Date.

On July 3, 2024, MRL and MRHL entered into Amendment No. 1 and waiver (the “Amendment”) to the MRL Term Loan Credit Agreement. Pursuant to the Amendment, I Squared and Delaware Trust Company agreed to (i) waive MRL’s obligation to comply with the net total leverage ratio covenant under the MRL Term Loan Credit Agreement (the “Leverage Ratio Covenant”) for the quarter ended June 30, 2024 and (ii) amend the Leverage Ratio Covenant for the quarter ending September 30, 2024 to determine MRL’s compliance with the Leverage Ratio Covenant based on annualized EBITDA (as defined in the MRL Term Loan Credit Agreement) for such quarter rather than EBITDA for the 12-month period ending September 30, 2024.

Maturities of Long-Term Debt

As of September 30, 2024, principal payments on debt obligations and future minimum rentals on finance lease obligations are as follows (in millions):

Year	Maturity
2024	$	9.7
2025		406.2
2026		51.6
2027		615.9
2028		430.8
Thereafter		563.2
Total	$	2,077.4

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Derivatives

9 Months Ended

Sep. 30, 2024

Derivatives

Derivatives

9. Derivatives

The Company is exposed to price risks due to fluctuations in the price of crude oil, refined products, natural gas and precious metals. The Company uses various strategies to reduce its exposure to commodity price risk. The strategies to reduce the Company’s risk utilize both physical forward contracts and financially settled derivative instruments, such as swaps, collars, options and futures, to attempt to reduce the Company’s exposure with respect to:

● crude oil purchases and sales;

● fuel product sales and purchases;

● natural gas purchases;

● precious metals purchases; and

● fluctuations in the value of crude oil between geographic regions and between the different types of crude oil such as New York Mercantile Exchange West Texas Intermediate (“NYMEX WTI”), Light Louisiana Sweet, Western Canadian Select (“WCS”), WTI Midland, Mixed Sweet Blend, Magellan East Houston and ICE Brent.

The Company manages its exposure to commodity markets, credit, volumetric and liquidity risks to manage its costs and volatility of cash flows as conditions warrant or opportunities become available. These risks may be managed in a variety of ways that may include the use of derivative instruments. Derivative instruments may be used for the purpose of mitigating risks associated with an asset, liability and anticipated future transactions and the changes in fair value of the Company’s derivative instruments will affect its earnings and cash flows; however, such changes should be offset by price or rate changes related to the underlying commodity or financial transaction that is part of the risk management strategy. The Company does not speculate with derivative instruments or other contractual arrangements that are not associated with its business objectives.

Speculation is defined as increasing the Company’s natural position above the maximum position of its physical assets or trading in commodities, currencies or other risk bearing assets that are not associated with the Company’s business activities and objectives. The Company’s positions are monitored routinely by a risk management committee to ensure compliance with its stated risk management policy and documented risk management strategies. All strategies are reviewed on an ongoing basis by the Company’s risk management committee, which will add, remove or revise strategies in anticipation of changes in market conditions and/or its risk profiles. Such changes in strategies are to position the Company in relation to its risk exposures in an attempt to capture market opportunities as they arise.

As of September 30, 2024 and December 31, 2023, the Company was obligated to repurchase crude oil and refined products from its counterparties, then in effect, at the termination of the Supply and Offtake Agreements in certain scenarios. The Company has determined that the redemption feature on the initially recognized liability related to the Supply and Offtake Agreements is an embedded derivative indexed to commodity prices. As such, the Company has accounted for these embedded derivatives at fair value with changes in the fair value, if any, recorded in Gain (loss) on derivative instruments in the Company’s unaudited condensed consolidated statements of operations.

The Company recognizes all derivative instruments at their fair values (please read Note 10 — “Fair Value Measurements”) as either current assets or derivative liabilities or other noncurrent assets, net or other long-term liabilities in the unaudited condensed consolidated balance sheets. Fair value includes any premiums paid or received and unrealized gains and losses. Fair value does not include any amounts receivable from or payable to counterparties, or collateral provided to counterparties. Derivative asset and liability amounts with the same counterparty are netted against each other for financial reporting purposes in accordance with the provisions of our master netting arrangements.

The following tables summarize the Company’s gross fair values of its derivative instruments, presenting the impact of offsetting derivative assets in the Company’s unaudited condensed consolidated balance sheets (in millions):

September 30, 2024

December 31, 2023

Gross

Net Amounts

Gross

Net Amounts

Amounts

of Assets

Amounts

of Assets

Offset in the

Presented

Offset in the

Presented

Gross

Condensed

in the

Gross

Condensed

in the

Amounts of

Consolidated

Condensed

Amounts of

Consolidated

Condensed

Balance Sheet

Recognized

Balance

Consolidated

Recognized

Balance

Consolidated

Location

Assets

Sheets

Balance Sheets

Assets

Sheets

Balance Sheets

Derivative instruments not designated as hedges:

Specialty Products and Solutions segment:

Crack spread swaps

Derivative assets / Other noncurrent assets, net

$

—

$

—

$

—

$

11.6

$

—

$

11.6

Total derivative instruments

$

—

$

—

$

—

$

11.6

$

—

$

11.6

The following tables summarize the Company’s gross fair values of its derivative instruments, presenting the impact of offsetting derivative liabilities in the Company’s unaudited condensed consolidated balance sheets (in millions):

September 30, 2024

December 31, 2023

Net Amounts

Gross

of Liabilities

Gross

Net Amounts

Amounts

Presented in

Amounts

of Liabilities

Offset in the

the

Offset in the

Presented in

Gross

Condensed

Condensed

Gross

Condensed

the

Amounts of

Consolidated

Consolidated

Amounts of

Consolidated

Condensed

Balance Sheet

Recognized

Balance

Balance

Recognized

Balance

Consolidated

Location

Liabilities

Sheets

Sheets

Liabilities

Sheets

Balance Sheets

Derivative instruments not designated as hedges:

Specialty Products and Solutions segment:

Inventory financing obligation

Other long-term liabilities / Obligations under inventory financing agreements

$

—

$

10.8

$

10.8

$

(52.5)

$

—

$

(52.5)

Total derivative instruments

$

—

$

10.8

$

10.8

$

(52.5)

$

—

$

(52.5)

Certain of the Company’s outstanding derivative instruments are subject to credit support agreements with the applicable counterparties which contain provisions setting certain credit thresholds above which the Company may be required to post agreed-upon collateral, such as cash or letters of credit, with the counterparty to the extent that the Company’s mark-to-market net liability, if any, on all outstanding derivatives exceeds the credit threshold amount per such credit support agreement. The majority of the credit support agreements covering the Company’s outstanding derivative instruments also contain a general provision stating that if the Company experiences a material adverse change in its business, in the reasonable discretion of the counterparty, the Company’s credit threshold could be lowered by such counterparty. The Company does not expect that it will experience a material adverse change in its business. The cash flow impact of the Company’s derivative activities are included within cash flows from operating activities in the unaudited condensed consolidated statements of cash flows.

Derivative Instruments Not Designated as Hedges

For derivative instruments not designated as hedges, the change in fair value of the asset or liability for the period is recorded to Gain (loss) on derivative instruments in the unaudited condensed consolidated statements of operations. Upon the settlement of a derivative not designated as a hedge, the gain or loss at settlement is recorded to Gain (loss) on derivative instruments in the unaudited condensed consolidated statements of operations. The Company has entered into crack spread swaps and crude oil basis swaps that do not qualify as cash flow hedges for accounting purposes. However, these instruments provide economic hedges of the purchases and sales of the Company’s natural gas, crude oil, gasoline and refined products.

The Company recorded the following gains (losses) in its unaudited condensed consolidated statements of operations for the three months ended September 30, 2024 and 2023, related to its derivative instruments not designated as hedges (in millions):

	Amount of Realized Gain (Loss)
	Recognized in Gain (Loss) on				Amount of Unrealized Gain (Loss)
	Derivative				Recognized in Gain (Loss) on  Derivative
	Instruments				Instruments
	Three Months Ended September 30,				Three Months Ended September 30,
Type of Derivative	2024		2023		2024		2023
Specialty Products and Solutions segment:
Inventory financing obligation	$	(2.8)	$	—	$	17.3	$	(14.4)
Crack spread swaps		6.0		(18.0)		(3.7)		(11.7)
Montana/Renewables segment:
Inventory financing obligation		(1.6)		—		—		(10.2)
Total	$	1.6	$	(18.0)	$	13.6	$	(36.3)

The Company recorded the following gains (losses) in its unaudited condensed consolidated statements of operations for the nine months ended September 30, 2024 and 2023, related to its derivative instruments not designated as hedges (in millions):

	Amount of Realized
	Loss Recognized in Gain (Loss) on				Amount of Unrealized Gain (Loss)
	Derivative				Recognized in Gain (Loss) on Derivative
	Instruments				Instruments
	Nine Months Ended September 30,				Nine Months Ended September 30,
Type of Derivative	2024		2023		2024		2023
Specialty Products and Solutions segment:
Inventory financing obligation	$	(60.5)	$	—	$	63.9	$	(17.1)
Crack spread swaps		13.5		(33.3)		(11.6)		39.7
Montana/Renewables segment:
Inventory financing obligation		4.3		—		—		(3.8)
Total	$	(42.7)	$	(33.3)	$	52.3	$	18.8

Derivative Positions

At September 30, 2024, the Company had no outstanding derivative contracts.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Measurements

Fair Value Measurements

10. Fair Value Measurements

In accordance with ASC 820, the Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. These tiers include the following:

● Level 1 — inputs include observable unadjusted quoted prices in active markets for identical assets or liabilities

● Level 2 — inputs include other than quoted prices in active markets that are either directly or indirectly observable

● Level 3 — inputs include unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions

In determining fair value, the Company uses various valuation techniques and prioritizes the use of observable inputs. The availability of observable inputs varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded and other characteristics particular to the instrument. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants and the valuation does not require significant management judgment. For other financial instruments, pricing inputs are less observable in the marketplace and may require management judgment.

Recurring Fair Value Measurements

Derivative Assets and Liabilities

Derivative instruments are reported in the accompanying unaudited condensed consolidated financial statements at fair value. The Company’s derivative instruments consist of over-the-counter contracts, which are not traded on a public exchange. Substantially all of the Company’s derivative instruments are with counterparties that have long-term credit ratings of at least A3 and BBB+ by Moody’s and S&P, respectively.

Commodity derivative instruments are measured at fair value using a market approach. To estimate the fair values of the Company’s commodity derivative instruments, the Company uses the forward rate, the strike price, contractual notional amounts, the risk-free rate of return and contract maturity. Various analytical tests are performed to validate the counterparty data. The fair values of the Company’s derivative instruments are adjusted for nonperformance risk and creditworthiness of the counterparty through the Company’s credit valuation adjustment (“CVA”). The CVA is calculated at the counterparty level utilizing the fair value exposure at each payment date and applying a weighted probability of the appropriate survival and marginal default percentages. The Company uses the counterparty’s marginal default rate and the Company’s survival rate when the Company is in a net asset position at the payment date and uses the Company’s marginal default rate and the counterparty’s survival rate when the Company is in a net liability position at the payment date. As a result of applying the applicable CVA at December 31, 2023, the Company’s net assets and net liabilities changed by an immaterial amount.

Observable inputs utilized to estimate the fair values of the Company’s derivative instruments were based primarily on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Based on the use of various unobservable inputs, principally non-performance risk, creditworthiness of the counterparties and unobservable inputs in the forward rate, the Company has categorized these derivative instruments as Level 3. Significant increases (decreases) in any of those unobservable inputs in isolation would result in a significantly lower (higher) fair value measurement. The Company believes it has obtained the most accurate information available for the types of derivative instruments it holds. Please read Note 9 — “Derivatives” for further information on derivative instruments.

Pension Assets

Pension assets are reported at fair value in the accompanying unaudited condensed consolidated financial statements. At September 30, 2024 and December 31, 2023, the Company’s investments associated with its pension plan consisted of (i) cash and cash equivalents, (ii) fixed income bond funds, (iii) mutual equity funds, and (iv) mutual balanced funds. The fixed income bond funds, mutual equity funds, and mutual balanced funds that are measured at fair value using a market approach based on quoted prices from national securities exchanges and are categorized in Level 1 of the fair value hierarchy. The fixed income bond funds, mutual equity funds, and mutual balanced funds that are measured at fair value using a market approach based on prices obtained from an independent pricing service are categorized in Level 2 of the fair value hierarchy.

Liability Awards

Unit-based compensation liability awards are awards that are currently expected to be settled in cash on their vesting dates, rather than in equity units (“Liability Awards”). The Liability Awards are categorized as Level 1 because the fair value of the Liability Awards is based on the Company’s quoted closing unit price as of each balance sheet date.

Precious Metals Obligations

The fair value of precious metals obligations is based upon unadjusted exchange-quoted prices and is, therefore, classified within Level 1 of the fair value hierarchy.

Hierarchy of Recurring Fair Value Measurements

The Company’s recurring assets and liabilities measured at fair value were as follows (in millions):

	September 30, 2024								December 31, 2023
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Derivative assets:
Crack spread swaps	$	—	$	—	$	—	$	—	$	—	$	—	$	11.6	$	11.6
Inventory financing obligation		—		—		10.8		10.8		—		—		—		—
Total derivative assets	$	—	$	—	$	10.8	$	10.8	$	—	$	—	$	11.6	$	11.6
Pension plan investments	$	3.8	$	24.2	$	—	$	28.0	$	3.5	$	23.5	$	—	$	27.0
Total recurring assets at fair value	$	3.8	$	24.2	$	10.8	$	38.8	$	3.5	$	23.5	$	11.6	$	38.6
Liabilities:
Derivative liabilities:
Inventory financing obligation	$	—	$	—	$	—	$	—	$	—	$	—	$	(52.5)	$	(52.5)
Total derivative liabilities	$	—	$	—	$	—	$	—	$	—	$	—	$	(52.5)	$	(52.5)
Precious metals obligations		(5.6)		—		—		(5.6)		(6.9)		—		—		(6.9)
Liability awards		(53.6)		—		—		(53.6)		(64.2)		—		—		(64.2)
Total recurring liabilities at fair value	$	(59.2)	$	—	$	—	$	(59.2)	$	(71.1)	$	—	$	(52.5)	$	(123.6)

The table below sets forth a summary of net changes in fair value of the Company’s Level 3 financial assets and liabilities (in millions):

	Nine Months Ended September 30,
		2024		2023
Fair value at January 1,	$	(40.8)	$	(73.8)
Realized loss on derivative instruments		(42.7)		(33.3)
Unrealized gain (loss) on derivative instruments		52.3		18.8
Settlements		42.7		33.3
Fair value at September 30,	$	11.5	$	(55.0)
Total gain (loss) included in net income (loss) attributable to changes in unrealized gain (loss) relating to financial assets and liabilities held as of September 30,	$	52.3	$	18.8

Nonrecurring Fair Value Measurements

Certain non-financial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment.

The Company assesses goodwill for impairment annually and whenever events or changes in circumstances indicate its carrying value may not be recoverable. The fair value of the reporting units is determined using the income approach. The income approach focuses on the income-producing capability of an asset, measuring the current value of the asset by calculating the present value of its future economic benefits such as cash earnings, cost savings, corporate tax structure and product offerings. Value indications are developed by discounting expected cash flows to their present value at a rate of return that incorporates the risk-free rate for the use of funds, the expected rate of inflation and risks associated with the reporting unit. These assets would generally be classified within Level 3, in the event that the Company were required to measure and record such assets at fair value within its unaudited condensed consolidated financial statements.

The Company periodically evaluates the carrying value of long-lived assets to be held and used, including definite-lived intangible assets and property, plant and equipment, when events or circumstances warrant such a review. Fair value is determined primarily using anticipated cash flows assumed by a market participant discounted at a rate commensurate with the risk involved and these assets would generally be classified within Level 3, in the event that the Company was required to measure and record such assets at fair value within its unaudited condensed consolidated financial statements.

The 2.0 million warrants to purchase common stock at an exercise price of $20.00 per share (subject to adjustment) issued to the Sponsor Parties pursuant to the Conversion Agreement were recorded at their fair value on July 10, 2024. The fair value of the warrants was determined using the Black-Scholes option pricing model based on assumptions that would generally be classified within Level 3 to record such warrants within Stockholders’ Equity in the unaudited condensed consolidated balance sheets.

Estimated Fair Value of Financial Instruments

Cash, cash equivalents and restricted cash

The carrying value of cash, cash equivalents and restricted cash are each considered to be representative of their fair value.

Debt

The estimated fair value of long-term debt at September 30, 2024 and December 31, 2023, consists primarily of senior notes. The estimated fair value of the Company’s 2024 Secured Notes, 2025, 2027, and 2028 Senior Notes, and 2029 Secured Notes defined as Level 2 was based upon quoted prices for identical or similar liabilities in markets that are not active. The carrying value of borrowings, if any, under the Company’s revolving credit facility, MRL revolving credit agreement, MRL asset financing arrangements, MRL term loan credit agreement, Montana refinery asset financing arrangement, finance lease obligations and other obligations are classified as Level 3. Please read Note 8 — “Long-Term Debt” for further information on long-term debt.

The Company’s carrying value and estimated fair value of the Company’s financial instruments, carried at adjusted historical cost, were as follows (in millions):

	September 30, 2024					December 31, 2023
	Level	Fair Value		Carrying Value		Fair Value		Carrying Value
Financial Instrument:
2024 Secured Notes, 2025 Notes, 2027 Notes, 2028 Notes, and 2029 Secured Notes	2	$	1,207.9	$	1,205.1	$	1,247.2	$	1,232.3
Revolving credit facility	3	$	225.9	$	222.5	$	136.7	$	134.4
MRL revolving credit agreement	3	$	—	$	(0.6)	$	13.0	$	12.4
MRL term loan credit agreement	3	$	73.9	$	71.6	$	74.4	$	71.6
Shreveport terminal asset financing arrangement	3	$	44.9	$	44.4	$	50.8	$	50.1
Montana terminal asset financing arrangement	3	$	34.7	$	34.5	$	—	$	—
Montana refinery asset financing arrangement	3	$	110.0	$	109.3	$	—	$	—
MRL asset financing arrangements	3	$	372.5	$	369.6	$	384.6	$	381.6
Finance leases and other obligations	3	$	2.9	$	2.9	$	3.0	$	3.0

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Earnings Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share

Earnings Per Share

11. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in millions, except share and per share data):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023			2024		2023
			(As Restated and Recast)				(As Restated and Recast)
Numerator for basic and diluted earnings per share:
Net income (loss)	$	(100.6)	$	99.8	$	(181.3)	$	96.1
Denominator for earnings per share:
Basic common shares outstanding		85,530,080		80,172,810		82,158,405		80,046,930
Diluted common shares outstanding (1)		85,530,080		80,387,278		82,158,405		80,148,519
Earnings per share:
Basic	$	(1.18)	$	1.24	$	(2.21)	$	1.20
Diluted	$	(1.18)	$	1.24	$	(2.21)	$	1.20

(1) Total diluted weighted average common shares outstanding excludes a de-minimis amount of potentially dilutive restricted stock units which would have been anti-dilutive for the three and nine months ended September 30, 2024.

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Segments and Related Information

9 Months Ended

Sep. 30, 2024

Segments and Related Information

Segments and Related Information

12. Segments and Related Information

Segment Reporting

The Company determines its reportable segments based on how the business is managed internally for the products sold to customers, including how results are reviewed and resources are allocated by the chief operating decision maker (“CODM”). The Company’s operations are managed by the CODM using the following reportable segments:

● Specialty Products and Solutions. The Specialty Products and Solutions segment consists of our customer-focused solutions and formulations businesses, covering multiple specialty product lines, anchored by our unique integrated complex in Northwest Louisiana. In this segment, we manufacture and market a wide variety of solvents, waxes, customized lubricating oils, white oils, petrolatums, gels, esters, and other products. Our specialty products are sold to domestic and international customers who purchase them primarily as raw material components for consumer-facing and industrial products.

● Montana/Renewables. The Montana/Renewables segment is composed of our Great Falls specialty asphalt facility and our Montana Renewables facility. At our Montana Renewables facility, we process a variety of geographically advantaged renewable feedstocks into renewable diesel, sustainable aviation fuel, renewable hydrogen, renewable natural gas, renewable propane, and renewable naphtha that are distributed into renewable markets in the western half of North America. At our Montana specialty asphalt facility, we process Canadian crude oil into conventional gasoline, diesel, jet fuel and specialty grades of asphalt, with production sized to serve local markets.

● Performance Brands. The Performance Brands segment includes our fast-growing portfolio of high-quality, high-performing brands. In this segment, we blend, package, and market high performance products through our Royal Purple, Bel-Ray, and TruFuel brands.

● Corporate. The Corporate segment primarily consists of general and administrative expenses not allocated to the Montana/Renewables, Specialty Products and Solutions, or Performance Brands segments.

The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies as disclosed in Note 2 — “Summary of Significant Accounting Policies,” of the 2023 Annual Report, except that the disaggregated financial results for the reporting segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial

information for the purposes of assisting internal operating decisions. The Company accounts for inter-segment sales and transfers using market-based transfer pricing. The Company will periodically refine its expense allocation methodology for its segment reporting as more specific information becomes available and the industry or market changes. The Company evaluates performance based upon Adjusted EBITDA (a non-GAAP financial measure). The Company defines Adjusted EBITDA for any period as EBITDA adjusted for (a) impairment; (b) unrealized gains and losses from mark-to-market accounting for hedging activities; (c) realized gains and losses under derivative instruments excluded from the determination of net income (loss); (d) non-cash equity-based compensation expense and other non-cash items (excluding items such as accruals of cash expenses in a future period or amortization of a prepaid cash expense) that were deducted in computing net income (loss); (e) debt refinancing fees, extinguishment costs, premiums and penalties; (f) any net gain or loss realized in connection with an asset sale that was deducted in computing net income (loss); (g) amortization of turnaround costs; (h) LCM inventory adjustments; (i) the impact of liquidation of inventory layers calculated using the LIFO method; (j) RINs mark-to-market adjustments; and (k) all extraordinary, unusual or non-recurring items of gain or loss, or revenue or expense.

Reportable segment information for the three and nine months ended September 30, 2024 and 2023, is as follows (in millions):

	Specialty
	Products and		Performance		Montana/						Consolidated
Three Months Ended September 30, 2024	Solutions		Brands		Renewables		Corporate		Eliminations		Total
Sales:
External customers	$	714.0	$	80.3	$	306.1	$	—	$	—	$	1,100.4
Inter-segment sales		6.3		0.1		—		—		(6.4)		—
Total sales	$	720.3	$	80.4	$	306.1	$	—	$	(6.4)	$	1,100.4
Adjusted EBITDA	$	42.6	$	13.6	$	12.7	$	(19.1)	$	—	$	49.8
Reconciling items to net loss:
Depreciation and amortization		17.4		2.2		25.5		0.2		—		45.3
LCM / LIFO loss		4.2		0.8		4.4		—		—		9.4
Interest expense		5.6		—		15.7		36.4		—		57.7
Unrealized gain on derivatives		(13.6)		—		—		—		—		(13.6)
RINs mark-to-market loss		22.6		—		10.2		—		—		32.8
Other non-recurring expenses												12.1
Equity-based compensation and other items												7.0
Income tax expense												0.7
Noncontrolling interest adjustments												(1.0)
Net loss											$	(100.6)
Capital expenditures	$	9.4	$	0.2	$	8.9	$	0.9	$	—	$	19.4
PP&E, net	$	355.7	$	32.0	$	1,061.1	$	4.5	$	—	$	1,453.3

	Specialty
	Products and		Performance		Montana/						Consolidated
Three Months Ended September 30, 2023 (As Restated)	Solutions (1)		Brands (2)		Renewables		Corporate		Eliminations		Total
Sales:
External customers	$	745.7	$	75.2	$	328.5	$	—	$	—	$	1,149.4
Inter-segment sales		2.5		0.1		—		—		(2.6)		—
Total sales	$	748.2	$	75.3	$	328.5	$	—	$	(2.6)	$	1,149.4
Adjusted EBITDA	$	38.6	$	13.2	$	38.2	$	(14.6)	$	—	$	75.4
Reconciling items to net income:
Depreciation and amortization		19.0		2.5		21.9		0.2		—		43.6
LCM / LIFO (gain) loss		(4.4)		0.1		(0.2)		—		—		(4.5)
Interest expense		7.1		—		18.4		33.2		—		58.7
Debt extinguishment costs		—		—		—		0.3		—		0.3
Unrealized loss on derivatives		26.2		—		10.1		—		—		36.3
RINs mark-to-market gain		(118.3)		—		(55.1)		—		—		(173.4)
Other non-recurring expenses												2.5
Equity-based compensation and other items												13.8
Income tax expense												0.5
Noncontrolling interest adjustments												(2.2)
Net income											$	99.8
Capital expenditures	$	25.4	$	0.4	$	22.1	$	0.1	$	—	$	48.0
PP&E, net	$	375.7	$	33.2	$	1,116.0	$	2.0	$	—	$	1,526.9

	Specialty
	Products and		Performance		Montana/						Consolidated
Nine Months Ended September 30, 2024	Solutions		Brands		Renewables		Corporate		Eliminations		Total
Sales:
External customers	$	2,141.8	$	256.1	$	842.0	$	—	$	—	$	3,239.9
Inter-segment sales		18.3		0.3		—		—		(18.6)		—
Total sales	$	2,160.1	$	256.4	$	842.0	$	—	$	(18.6)	$	3,239.9
Adjusted EBITDA	$	150.2	$	41.1	$	5.8	$	(58.9)	$	—	$	138.2
Reconciling items to net loss:
Depreciation and amortization		53.1		6.5		76.3		0.7		—		136.6
LCM / LIFO loss		1.3		0.8		6.8		—		—		8.9
Interest expense		17.3		0.1		48.7		109.2		—		175.3
Debt extinguishment costs		0.1		—		—		0.2		—		0.3
Unrealized gain on derivatives		(52.3)		—		—		—		—		(52.3)
RINs mark-to-market gain		(16.9)		—		(9.2)		—		—		(26.1)
Other non-recurring expenses												72.1
Equity-based compensation and other items												4.4
Income tax expense												1.4
Noncontrolling interest adjustments												(1.1)
Net loss											$	(181.3)
Capital expenditures	$	41.0	$	0.8	$	25.1	$	2.7	$	—	$	69.6
PP&E, net	$	355.7	$	32.0	$	1,061.1	$	4.5	$	—	$	1,453.3

	Specialty
	Products and		Performance		Montana/						Consolidated
Nine Months Ended September 30, 2023 (As Restated)	Solutions (1)		Brands (2)		Renewables (3)		Corporate		Eliminations		Total
Sales:
External customers	$	2,168.5	$	239.5	$	796.5	$	—	$	—	$	3,204.5
Inter-segment sales		13.1		0.2		—		—		(13.3)		—
Total sales	$	2,181.6	$	239.7	$	796.5	$	—	$	(13.3)	$	3,204.5
Adjusted EBITDA	$	175.6	$	41.8	$	56.0	$	(52.6)	$	—	$	220.8
Reconciling items to net income:
Depreciation and amortization		54.2		7.4		61.3		0.8		—		123.7
LCM / LIFO (gain) loss		(1.7)		2.2		8.9		—		—		9.4
Interest expense		20.4		0.1		48.3		94.9		—		163.7
Debt extinguishment costs		—		—		—		5.5		—		5.5
Unrealized (gain) loss on derivatives		(22.6)		—		3.8		—		—		(18.8)
RINs mark-to-market gain		(146.9)		—		(69.0)		—		—		(215.9)
Other non-recurring expenses												35.5
Equity-based compensation and other items												21.0
Income tax expense												1.4
Noncontrolling interest adjustments												(0.8)
Net income											$	96.1
Capital expenditures	$	65.4	$	1.4	$	202.0	$	0.4	$	—	$	269.2
PP&E, net	$	375.7	$	33.2	$	1,116.0	$	2.0	$	—	$	1,526.9

(1) For the three and nine months ended September 30, 2023, Adjusted EBITDA for the Specialty Products and Solutions segment included a $7.1 million and $9.5 million gain, respectively, recorded in cost of sales in the unaudited condensed consolidated statements of operations for proceeds received under the Company’s property damage insurance policy.

(2) For the three and nine months ended September 30, 2023, Adjusted EBITDA for the Performance Brands segment included a $3.2 million and $8.2 million gain recorded in cost of sales in the unaudited condensed consolidated statements of operations for proceeds received under the Company’s business interruption insurance policy.

(3) For the nine months ended September 30, 2023, Adjusted EBITDA for the Montana/Renewables segment excluded a $28.4 million charge to cost of sales in the unaudited condensed consolidated statements of operations for losses under firm purchase commitments.

Geographic Information

International sales accounted for less than ten percent of consolidated sales in the three and nine months ended September 30, 2024 and 2023.

Product Information

The Company offers specialty, fuels, renewable fuels and packaged products primarily in categories consisting of lubricating oils, solvents, waxes, gasoline, diesel, jet fuel, asphalt, heavy fuel oils, renewable fuels, high-performance branded products, and other specialty and fuels products. The following table sets forth the major product category sales for each segment for the three months ended September 30, 2024 and 2023 (dollars in millions):

	Three Months Ended September 30,
	2024				2023
					(As Restated)
Specialty Products and Solutions:
Lubricating oils	$	192.5	17.5	%	$	175.8	15.3	%
Solvents		106.1	9.6	%		92.1	8.0	%
Waxes		38.8	3.5	%		40.1	3.5	%
Fuels, asphalt and other by-products		376.6	34.3	%		437.7	38.1	%
Total	$	714.0	64.9	%	$	745.7	64.9	%
Montana/Renewables:
Gasoline	$	40.8	3.7	%	$	47.9	4.2	%
Diesel		31.0	2.8	%		39.9	3.5	%
Jet fuel		5.3	0.5	%		5.9	0.5	%
Asphalt, heavy fuel oils and other		51.3	4.7	%		50.2	4.3	%
Renewable fuels		177.7	16.1	%		184.6	16.1	%
Total	$	306.1	27.8	%	$	328.5	28.6	%
Performance Brands:	$	80.3	7.3	%	$	75.2	6.5	%
Consolidated sales	$	1,100.4	100.0	%	$	1,149.4	100.0	%

	Nine Months Ended September 30,
	2024				2023
					(As Restated)
Specialty Products and Solutions:
Lubricating oils	$	598.1	18.5	%	$	577.2	18.0	%
Solvents		318.0	9.8	%		294.9	9.2	%
Waxes		117.9	3.6	%		124.5	3.9	%
Fuels, asphalt and other by-products		1,107.8	34.2	%		1,171.9	36.6	%
Total	$	2,141.8	66.1	%	$	2,168.5	67.7	%
Montana/Renewables:
Gasoline	$	110.0	3.4	%	$	131.6	4.1	%
Diesel		87.9	2.7	%		108.7	3.4	%
Jet fuel		14.8	0.5	%		16.5	0.5	%
Asphalt, heavy fuel oils and other		118.5	3.7	%		108.3	3.3	%
Renewable fuels		510.8	15.7	%		431.4	13.5	%
Total	$	842.0	26.0	%	$	796.5	24.8	%
Performance Brands:	$	256.1	7.9	%	$	239.5	7.5	%
Consolidated sales	$	3,239.9	100.0	%	$	3,204.5	100.0	%

Major Customers

During the three and nine months ended September 30, 2024 and 2023, the Company had no customer that represented 10% or greater of consolidated sales.

Major Suppliers

During the three and nine months ended September 30, 2024, the Company had three suppliers that supplied approximately 90.8% and 83.8%, respectively, of its crude oil supply. During the three and nine months ended September 30, 2023, the Company had two suppliers that supplied approximately 89.0% and 91.4%, respectively, of its crude oil supply.

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Income Taxes

9 Months Ended

Sep. 30, 2024

Income Taxes

Income Taxes

13. Income Taxes

Calumet, Inc. is a corporation and is subject to U.S. federal and state income taxes. Income taxes are accounted for under the asset and liability method. Calumet, Inc. recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using enacted tax rates in effect for the taxing jurisdiction in which Calumet, Inc. operates for the year in which those temporary differences are expected to be recovered or settled. Calumet, Inc. recognizes the financial statement effects of a tax position when it is more likely than not, based on technical merits, that the position will be sustained upon examination. Net deferred tax assets are then reduced by a valuation allowance if Calumet, Inc. believes it is more likely than not such net deferred tax assets will not be realized. The Company assessed the realizability of the deferred tax assets (“DTAs”) and concluded that a full valuation allowance for the net DTAs is deemed appropriate as the DTAs were not more likely than not to be realized under relevant accounting standards.

On July 10, 2024, Calumet, Inc. completed the Conversion pursuant to which it became the parent holding company of Calumet Specialty Products Partners, L.P. and its subsidiaries. Following the Conversion, the Company’s sole material asset is the partnership interests in the Partnership, which for U.S. federal, state and local income tax purposes passes its net taxable income and related tax credits, if any, through to its partners for inclusion in the partners’ tax returns. The Partnership is also subject to and reports entity level taxes in certain states. The income tax burden on the earnings taxed

to the noncontrolling interest holders is not reported by the Company in its unaudited condensed consolidated financial statements under U.S. GAAP. As a result, the Company’s effective tax rate differs materially from the statutory rate.

Income Tax Expense

Prior to the Conversion on July 10, 2024, the Company was generally not subject to U.S. federal and state income taxes, whereas following the Conversion, Calumet, Inc. is taxed as a corporation and subject to U.S. federal and state income taxes. The effective tax rate for the period from July 10, 2024 through September 30, 2024, was approximately (0.7)%.  The lower effective tax rate compared to the statutory tax rates is primarily related to the valuation allowance that offsets the deferred tax benefit that would otherwise be recorded.

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Unrestricted Subsidiaries

9 Months Ended

Sep. 30, 2024

Unrestricted Subsidiaries

Unrestricted Subsidiaries

14. Unrestricted Subsidiaries

As defined in the indentures governing the Company’s outstanding senior notes, an unrestricted subsidiary means MRHL, MRL and any other subsidiary of the Company, other than Calumet Finance Corp., that is designated by the governing body of the General Partner as an unrestricted subsidiary, but only to the extent that such subsidiary:

● has no indebtedness other than non-recourse debt owing to any person other than the Company or any of its restricted subsidiaries, except to the extent permitted by the indentures of the senior notes;

● is not party to any agreement, contract, arrangement or understanding with the Company or any restricted subsidiary of the Company unless the terms of any such agreement, contract, arrangement or other understanding are no less favorable to the Company or such restricted subsidiary than those that might be obtained at the time from persons who are not affiliates of the Company, except to the extent permitted by the indentures of the senior notes;

● is a person with respect to which neither the Company nor any of its restricted subsidiaries has any direct or indirect obligation (a) to subscribe for additional equity interests or (b) to maintain or preserve such person’s financial condition or to cause such person to achieve any specified levels of operating results, except to the extent permitted by the indentures of the senior notes; and

● has not guaranteed or otherwise directly or indirectly provided credit support for any indebtedness of the Company or any of its restricted subsidiaries.

As of September 30, 2024 and December 31, 2023, respectively, MRHL and MRL were the only unrestricted subsidiaries of the Company. In accordance with the indentures governing the Company’s outstanding senior notes, the following tables set forth certain financial information of (i) the Company and its restricted subsidiaries, on a combined basis, (ii) the Company’s unrestricted subsidiaries, on a combined basis, and (iii) the Company and its subsidiaries, on a consolidated basis, in each case, as of September 30, 2024 and December 31, 2023, respectively.

	Parent
	Company and
	Restricted		Unrestricted				Consolidated
September 30, 2024	Subsidiaries		Subsidiaries		Eliminations		Total
Cash and cash equivalents	$	30.9	$	3.7	$	—	$	34.6
Accounts receivable - trade	$	256.2	$	23.4	$	—	$	279.6
Accounts receivable - other	$	18.6	$	7.4	$	—	$	26.0
Inventory	$	354.7	$	54.8	$	—	$	409.5
Prepaid expenses and other current assets	$	20.3	$	19.8	$	—	$	40.1
Property, plant and equipment, net	$	705.4	$	747.9	$	—	$	1,453.3
Other noncurrent assets, net	$	384.4	$	12.6	$	—	$	397.0
Accounts payable	$	278.7	$	451.7	$	(408.8)	$	321.6
Accrued interest payable	$	41.6	$	1.1	$	—	$	42.7
Obligations under inventory financing agreements	$	—	$	44.8	$	—	$	44.8
Other current liabilities	$	75.2	$	10.2	$	—	$	85.4
Current portion of long-term debt	$	381.4	$	18.9	$	—	$	400.3

Other long-term liabilities	$	152.0	$	1.3	$	—	$	153.3
Long-term debt, less current portion	$	1,236.6	$	520.7	$	(98.3)	$	1,659.0
Redeemable noncontrolling interest	$	—	$	245.6	$	—	$	245.6
Stockholders' equity	$	(228.7)	$	(424.7)	$	(18.8)	$	(672.2)

	Parent
	Company and
	Restricted		Unrestricted				Consolidated
December 31, 2023 (As Recast)	Subsidiaries		Subsidiaries		Eliminations		Total
Cash and cash equivalents	$	7.3	$	0.6	$	—	$	7.9
Accounts receivable - trade	$	230.7	$	21.7	$	—	$	252.4
Accounts receivable - other	$	24.8	$	9.0	$	—	$	33.8
Inventory	$	353.1	$	86.3	$	—	$	439.4
Prepaid expenses and other current assets	$	14.6	$	37.0	$	—	$	51.6
Property, plant and equipment, net	$	731.7	$	774.6	$	—	$	1,506.3
Other noncurrent assets, net	$	436.9	$	13.4	$	—	$	450.3
Accounts payable	$	282.4	$	333.3	$	(293.7)	$	322.0
Accrued interest payable	$	47.8	$	0.9	$	—	$	48.7
Obligations under inventory financing agreements	$	126.0	$	64.4	$	—	$	190.4
Other current liabilities	$	104.5	$	27.0	$	—	$	131.5
Current portion of long-term debt	$	38.8	$	16.9	$	—	$	55.7
Other long-term liabilities	$	50.6	$	3.0	$	—	$	53.6
Long-term debt, less current portion	$	1,381.0	$	548.7	$	(100.0)	$	1,829.7
Redeemable noncontrolling interest	$	—	$	245.6	$	—	$	245.6
Stockholders' equity	$	(174.3)	$	(297.2)	$	(18.8)	$	(490.3)

The following table sets forth certain financial information of the Company’s unrestricted subsidiaries, on a combined basis, for the periods presented (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In millions)
			(As Restated)				(As Restated)
Sales	$	177.7	$	184.6	$	510.9	$	431.4
Cost of sales		180.6		175.8		543.8		483.0
Gross profit (loss)		(2.9)		8.8		(32.9)		(51.6)
Operating costs and expenses:
General and administrative		6.9		5.8		20.3		15.1
Other operating expense		4.0		0.2		6.8		4.0
Operating income (loss)		(13.8)		2.8		(60.0)		(70.7)
Other income (expense):
Interest expense		(25.9)		(22.7)		(72.4)		(59.5)
Gain (loss) on derivative instruments		(1.6)		(4.6)		4.3		(3.2)
Other income		—		0.7		0.6		0.7
Total other expense		(27.5)		(26.6)		(67.5)		(62.0)
Net loss	$	(41.3)	$	(23.8)	$	(127.5)	$	(132.7)

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Redeemable Noncontrolling Interest

9 Months Ended

Sep. 30, 2024

Redeemable Noncontrolling Interest

Redeemable Noncontrolling Interest

15. Redeemable Noncontrolling Interest

On August 5, 2022 (the “Closing Date”), MRHL issued and sold 12,500,000 preferred units (“Preferred Units”) in MRHL to an affiliate of Warburg Pincus LLC for $250.0 million for an immediate cash payment of $200.0 million and the agreement to pay the remaining $50.0 million in cash not later than October 3, 2022 (the “Deferred Purchase Price”)

in exchange for a Percentage Interest of 14.2% in MRHL. The Company received the cash payment for the Deferred Purchase Price on October 3, 2022. The Preferred Units are not interest bearing and carry certain minimum return thresholds.

Holders of the Preferred Units are entitled to receive a preferred return equal to the greater of (i) an internal rate of return, or IRR (as defined in the Second Amended and Restated Limited Liability Company Agreement of MRHL (the “Second A&R LLC Agreement”), equal to 8.0% and (ii) a multiple on invested capital, or MOIC (as defined in the Second A&R LLC Agreement), initially equal to 1.35 and increasing by 0.01 each anniversary of the Closing Date up to a maximum MOIC equal to 1.40 on or after the fifth anniversary of the Closing Date (the “Preferred Return”). Pursuant to the Second A&R LLC Agreement, MRHL is required to distribute all Available Cash (as defined in the Second A&R LLC Agreement), to the members of MRHL (the “Members”) in the following priority: (i) 37.5% to the holders of the Preferred Units and 62.5% to all other Members pro rata based on their Percentage Interests (as defined in the Second A&R LLC Agreement) until the holders of the Preferred Units receive the Preferred Return and (ii) thereafter, 100.0% to the Members pro rata based on their Percentage Interests. Additionally, pursuant to the Second A&R LLC Agreement the Company is required to make distributions to the members sufficient to enable them to pay, on a quarterly basis, federal, state and local taxes arising from the allocations made to such members. Further, such distributions are determined by the Company and shall be made within thirty (30) days after the close of each applicable quarter. Any tax liability distributions shall be treated as an advance against, and shall reduce the amount of, the next distribution that the members would otherwise receive pursuant to the agreement.

At any time following the fifth anniversary of the Closing Date, if MRHL has not had an Initial Public Offering or Change of Control (each as defined in the Second A&R LLC Agreement), Warburg has the right to initiate an Initial Public Offering or Change of Control transaction pursuant to the terms of the Second A&R LLC Agreement. Upon the closing of a Qualified Initial Public Offering (as defined in the Second A&R LLC Agreement), each of MRHL and Warburg have the right to elect to convert all (but not less than all) of the Preferred Units (i) first by MRHL paying each holder of Preferred Units an amount in cash equal to such holder’s Preferred Return (to the extent not already paid) and (ii) thereafter, the Preferred Units automatically convert into the same number of common units of MRHL and will be entitled to participate in any distributions of Available Cash to the Members in proportion to their respective Percentage Interests. The Second A&R LLC Agreement also provides certain drag-along rights in connection with a Change of Control, subject to a minimum preferred return requirement for certain transactions that are consummated before the third anniversary of the Closing Date.

The redeemable noncontrolling interest in MRHL is reflected as temporary equity in the unaudited condensed consolidated balance sheets due to the redemption features described above and included a balance of $245.6 million as of September 30, 2024 and December 31, 2023, respectively, which represents the amount recorded for the Preferred Units at their issuance date fair value, net of issuance costs. As of the reporting date, there are no triggering, change of control, early redemption or monetization events that are probable that would require us to revalue the Preferred Units.

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Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events

Subsequent Events

16. Subsequent Events

U.S. Department of Energy Conditional Loan Commitment

On October 16, 2024, the U.S. Department of Energy Loan Programs Office awarded the Company a conditional commitment for a loan guarantee of up to $1.44 billion to fund the construction and expansion of the renewable fuels facility owned by MRL. While this conditional commitment represents a significant milestone and demonstrates DOE’s intent to finance the project, certain technical, legal, environmental and financial conditions, including negotiation of definitive financing documents, must be satisfied before funding of the loan guarantee.  

Exchange Offer

On October 23, 2024, the Company, together with the Partnership and Calumet Finance Corp., wholly owned subsidiaries of the Company (collectively, the “Issuers”), entered into a Support Agreement (the “Support Agreement”) with holders (the “Supporting Holders”) of approximately 69% of the outstanding aggregate principal amount of the 2025

Notes. Pursuant to the Support Agreement, the Supporting Holders have agreed, subject to the terms and conditions set forth therein, (i) to validly tender their 2025 Notes in the Exchange Offer (as defined below), (ii) not to withdraw or revoke any 2025 Notes tendered in the Exchange Offer and (iii) to cooperate with and support the Issuers’ efforts to consummate the Exchange Offer.

On October 23, 2024, the Company, with the support of the Supporting Holders, the Issuers commenced a private exchange offer (the “Exchange Offer”) to certain eligible holders to exchange any and all of the outstanding 2025 Notes for newly issued 11.00% Senior Notes due 2026 (the “New Notes”), upon the terms and subject to the conditions set forth in the Offering Memorandum, dated October 23, 2024.

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Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (100.6)	$ 99.8	$ (181.3)	$ 96.1

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Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies

Basis of Accounting

The unaudited condensed consolidated financial statements of the Company as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023, included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These unaudited condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the results of operations for the interim periods presented. All adjustments are of a normal nature, unless otherwise disclosed.

Reclassifications

Reclassifications

Certain amounts in the prior years’ unaudited condensed consolidated financial statements have been reclassified to conform to the current year presentation.

Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash include all highly liquid investments with a maturity of three months or less at the time of purchase.

Restricted cash represents cash that is legally restricted under the Montana Renewables, LLC (“MRL”) Term Loan Credit Agreement, and it is included in prepaid expenses and other current assets in the unaudited condensed consolidated balance sheets because it is only available to make principal and interest payments under the terms of the agreement.

Renewable Identification Numbers ("RINs") Obligation

Renewable Identification Numbers (“RINs”) Obligation

The Company’s RINs volume obligation (“RVO” or “RINs Obligation”) is an estimated provision if future purchase of RINs were to be required in order to satisfy the U.S. Environmental Protection Agency’s (“EPA”) requirement to blend renewable fuels into certain transportation fuel products pursuant to the Renewable Fuel Standard (“RFS”) of the Clean Air Act (“CAA”). The Company has historically not been obligated to make these purchases. A RIN is a 38-character number assigned to each physical gallon of renewable fuel produced in or imported into the United States. The EPA sets annual volume obligations for the percentage of renewable fuels that must be blended into transportation fuels consumed in the U.S. Compliance is demonstrated by tendering RINs to the EPA documenting that blending has been accomplished or by obtaining a Small Refinery Exemption (“SRE”) as provided in the Clean Air Act. Prior to 2018, the Company historically received the Small Refinery Exemption after qualifying on the merits. The Company’s petitions for the Small Refinery Exemption for compliance years 2018-2022 were included in blanket denials by EPA across the entire industry. EPA’s denials of Calumet’s 2018-2020 petitions have been overturned in litigation, as described below, and are back pending with EPA. The Company’s cases challenging EPA’s denials for program years 2021 and 2022 remain pending in the Fifth Circuit and D.C. Circuit. The 2023--25 petitions have not yet been decided by EPA.

The RVO is a quantity and cannot be settled financially with EPA. The Company accounts for its current period RVO by multiplying the quantity of RINs shortage (based on actual results) by the period end RINs spot price, which is recorded as a current liability in the unaudited condensed consolidated balance sheets and revalued at the end of each subsequent accounting period, which produces non-cash mark-to-market adjustments that are reflected in cost of sales in the unaudited condensed consolidated statements of operations (with the exception of RINs for compliance year 2019 related to the San Antonio refinery, which amount is reflected in other operating expense in the unaudited condensed consolidated statements of operations). RINs generated by blending may be sold or held to offset future RVO. Any gains or losses from RINs sales are recorded in cost of sales in the unaudited condensed consolidated statements of operations.

2018 RVO. In April 2022, EPA issued new decisions denying 36 petitions from small refineries seeking SREs for program year 2018 that had been remanded by the U.S. Court of Appeals for the D.C. Circuit to EPA. EPA had previously granted 31 of these 36 petitions in August 2019, including petitions from the Company. Concurrent with the April 2022 denial action, EPA provided an alternate compliance approach to allow these 31 small refineries to meet their 2018 compliance obligations without purchasing or retiring additional RINs. In April 2022, the Company filed a petition for review of EPA’s denial of the 2018 SRE petition for the Shreveport refinery in the U.S. Court of Appeals for the Fifth Circuit. In June 2022, the Company filed a petition for review of EPA’s denial of the 2018 SRE petition for the Montana refinery in the U.S. Court of Appeals for the Ninth Circuit and filed a protective petition for review in the U.S. Court of Appeals for the D.C. Circuit challenging EPA’s denials of both the Shreveport and Montana refineries’ petitions. Upon a motion made by EPA, the Ninth Circuit dismissed the Company’s petition for review of the denial of the Montana refinery’s 2018 SRE petition for improper venue in favor of the D.C. Circuit case. EPA filed a similar motion to dismiss or transfer in the Fifth Circuit; however, the Fifth Circuit ultimately ordered the merits panel to consider both the merits

of the case and the venue question raised by EPA. These 2018 RVO cases were consolidated with the 2019-2020 RVO cases described below.

2019-2020 RVO. In June 2022, EPA issued final decisions denying 69 pending petitions from small refineries seeking SREs for compliance years 2016 to 2021, including petitions submitted by the Company for program years 2019 and 2020, based on an across-the-board determination that no small refinery suffers disproportionate economic hardship from the RFS program, a contention which was subsequently rejected by the Government Accountability Office. In August 2022, the Company filed a petition for review of EPA’s denial of the 2019 and 2020 SRE petitions for the Shreveport refinery in the U.S. Court of Appeals for the Fifth Circuit, and a petition for review of EPA’s denial of the 2019 and 2020 SRE petitions for the Montana refinery in the U.S. Court of Appeals for the Ninth Circuit. The Company also filed a protective petition for review in the U.S. Court of Appeals for the D.C. Circuit challenging both of EPA’s denials. These cases have been consolidated with the applicable program year 2018 cases. Upon a motion made by EPA, the Ninth Circuit transferred the Company’s Montana case to the D.C. Circuit. The Fifth Circuit denied EPA’s request to dismiss or transfer the Shreveport case, ruling that the merits panel would also consider EPA’s argument that the Shreveport refinery case should be transferred to the D.C. Circuit. The Company filed motions asking the courts to stay the Company’s 2019 and 2020 RFS obligations while the merits cases are pending. In January 2023, the Fifth Circuit granted the Company’s motion for stay relating to the Shreveport refinery, and in March 2023, the D.C. Circuit granted the Company’s motion for stay relating to the Montana refinery. The stays granted by each of the respective circuits held that the Company is likely to be successful on the merits of its appeals.

In November 2023, the Fifth Circuit issued its decision and found that venue is proper in the Fifth Circuit and that EPA’s denial of the Shreveport refinery’s petitions for program years 2018-2020 was improper. The Fifth Circuit vacated EPA’s denials and remanded the petitions to EPA. The judicial stay of the Shreveport refinery’s 2019 and 2020 RFS obligations dissolved when the mandate issued in January 2024, and the refinery’s SRE petitions remain pending on remand. In July 2024, the D.C. Circuit issued its decision, finding that EPA’s denial of the Montana Refinery’s petitions for program years 2018-2020 was improper and vacating and remanding EPA’s 2018-2020 denials. The judicial stay of the Montana refinery’s 2019 and 2020 RFS obligations dissolved when the mandate issued in September 2024, and the refinery’s SRE petitions remain pending on remand.

In May 2024, EPA filed a petition for writ of certiorari with the U.S. Supreme Court with respect to only the venue portion of the Fifth Circuit’s decision. The Supreme Court granted EPA’s petition in October 2024. EPA’s opening brief is due in December 2024, and the deadline for refinery petitioners, including the Shreveport refinery, to file a response brief is in January 2025.

2021-2022 RVO. In October 2022, Calumet applied for SREs for the 2021 and 2022 compliance years. In July 2023, EPA issued final decisions denying 26 pending petitions from small refineries seeking SREs for compliance years 2016 to 2023, including the 2021 and 2022 petitions for the Montana and Shreveport refineries, based on the same approach and analysis described by EPA in its June 2022 denials. The Company then filed petitions for review of the denials with the Fifth Circuit and D.C. Circuit and filed motions asking the courts to stay the Company’s 2021 and 2022 RFS obligations. In September 2023, the Fifth Circuit granted the Company’s motion for stay of the Shreveport refinery’s 2021 and 2022 RFS obligations while the case is pending; and in October 2023, the D.C. Circuit granted the Company’s motion for stay of the Montana refinery’s 2021 and 2022 RFS obligations. The Company’s cases challenging the denial of the Shreveport and Great Falls refinery petitions for program years 2021 and 2022 remain pending in the Fifth Circuit and D.C. Circuit.

2023 RVO. In December 2023, Calumet applied for SREs for the 2023 compliance year. In July 2024, the Company filed for injunctive relief in both the District Court of Montana and the Western District Court of Louisiana to force EPA to make a decision on those 2023 SRE petitions. The district court actions are ongoing.

2024-2025 RVO. In June 2024, Calumet applied for SREs for the 2024 and 2025 compliance years. EPA has yet to issue decisions on those SRE petitions.

Expenses related to RFS compliance have the potential to remain a significant expense for the Specialty Products and Solutions and Montana/Renewables segments. If legal or regulatory changes occur that have the effect of increasing the RINs Obligation, increasing the market price of RINs, or eliminating or narrowing the availability of SREs, the Company

could be required to purchase additional RINs in the open market, which may materially increase the costs related to RFS compliance and could have a material adverse effect on the results of operations and liquidity.

As of September 30, 2024 and December 31, 2023, the Company had a RINs Obligation recorded on the unaudited condensed consolidated balance sheets of $275.7 million and $277.3 million, respectively.

C-Corp Conversion

C-Corp Conversion

As described in Note 1 — “Description of the Business,” on the closing date of the C-Corp Conversion, the Company issued (i) approximately 80.4 million shares of Common Stock to holders of the Common Units and (ii) 5.5 million shares of Common Stock and 2.0 million warrants to purchase common stock at an exercise price of $20.00 per share (subject to adjustment) to the Sponsor Parties, in each case, pursuant to the Conversion Agreement. The Company accounted for the C-Corp Conversion as a common control transaction and there were no changes in basis to the net assets recognized at the closing of the transaction. The Company has retrospectively adjusted the unaudited condensed consolidated balance sheets for the period ended December 31, 2023, and the unaudited condensed consolidated statements of operations, statements of comprehensive income (loss), statements of stockholders’ equity for the three and nine months ended September 30, 2023, and the unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2023. The 2.0 million warrants to purchase common stock at an exercise price of $20.00 per share (subject to adjustment) are included in Stockholders’ Equity on the unaudited condensed consolidated balance sheets with a balance of $7.8 million for the period ended September 30, 2024. Refer to Note 10 — “Fair Value Measurements” for additional information related to the assumptions and inputs used to determine the fair value of the warrants. Additionally, the Company has recast earnings per share amounts to include the earnings (or losses) of the transferred net assets for the three and nine months ended September 30, 2023. Refer to Note 11 — “Earnings Per Share” for additional information.

Refer to Note 13 — “Income Taxes” for additional information regarding income tax considerations resulting from the C-Corp Conversion.

Recently Issued Accounting Standards - Not Yet Adopted

Recently Issued Accounting Standards – Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Improvements to Reportable Segment Disclosures.” This ASU requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact ASU 2023-07 will have on our disclosures.

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” This ASU amends existing income tax disclosure guidance, primarily requiring more detailed disclosures for income taxes paid and the effective tax rate reconciliation. This ASU is effective for fiscal years beginning after December 15, 2024, may be applied prospectively or retrospectively, and allows for early adoption. The Company is currently evaluating the impact this update will have on its income tax disclosures in the unaudited condensed consolidated financial statements.

Inventories

An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs and are subject to the final year-end LIFO inventory valuation. In certain circumstances, the Company may decide not to replenish inventory for certain products or product lines during an interim period, in which case, the Company may record interim LIFO adjustments during that period.Costs include crude oil and other feedstocks, labor, processing costs and refining overhead costs. Inventories are valued at the LCM value.

Short-term Leases

The Company’s leases with an initial term of 12 months or less are not recorded on the unaudited condensed consolidated balance sheets

Fair Value Measurement

In accordance with ASC 820, the Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. These tiers include the following:

● Level 1 — inputs include observable unadjusted quoted prices in active markets for identical assets or liabilities

● Level 2 — inputs include other than quoted prices in active markets that are either directly or indirectly observable

● Level 3 — inputs include unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions

In determining fair value, the Company uses various valuation techniques and prioritizes the use of observable inputs. The availability of observable inputs varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded and other characteristics particular to the instrument. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants and the valuation does not require significant management judgment. For other financial instruments, pricing inputs are less observable in the marketplace and may require management judgment.

Derivative instruments are reported in the accompanying unaudited condensed consolidated financial statements at fair value. The Company’s derivative instruments consist of over-the-counter contracts, which are not traded on a public exchange.Commodity derivative instruments are measured at fair value using a market approach. To estimate the fair values of the Company’s commodity derivative instruments, the Company uses the forward rate, the strike price, contractual notional amounts, the risk-free rate of return and contract maturity. Various analytical tests are performed to validate the counterparty data. The fair values of the Company’s derivative instruments are adjusted for nonperformance risk and creditworthiness of the counterparty through the Company’s credit valuation adjustment (“CVA”). The CVA is calculated at the counterparty level utilizing the fair value exposure at each payment date and applying a weighted probability of the appropriate survival and marginal default percentages. The Company uses the counterparty’s marginal default rate and the Company’s survival rate when the Company is in a net asset position at the payment date and uses the Company’s marginal default rate and the counterparty’s survival rate when the Company is in a net liability position at the payment date.Observable inputs utilized to estimate the fair values of the Company’s derivative instruments were based primarily on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Based on the use of various unobservable inputs, principally non-performance risk, creditworthiness of the counterparties and unobservable inputs in the forward rate, the Company has categorized these derivative instruments as Level 3. Significant increases (decreases) in any of those unobservable inputs in isolation would result in a significantly lower (higher) fair value measurement. The Company believes it has obtained the most accurate information available for the types of derivative instruments it holds.

Unit-based compensation liability awards are awards that are currently expected to be settled in cash on their vesting dates, rather than in equity units (“Liability Awards”). The Liability Awards are categorized as Level 1 because the fair value of the Liability Awards is based on the Company’s quoted closing unit price as of each balance sheet date.

The fair value of precious metals obligations is based upon unadjusted exchange-quoted prices and is, therefore, classified within Level 1 of the fair value hierarchy.

Certain non-financial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment.

The Company assesses goodwill for impairment annually and whenever events or changes in circumstances indicate its carrying value may not be recoverable. The fair value of the reporting units is determined using the income approach. The income approach focuses on the income-producing capability of an asset, measuring the current value of the asset by calculating the present value of its future economic benefits such as cash earnings, cost savings, corporate tax structure and product offerings. Value indications are developed by discounting expected cash flows to their present value at a rate of return that incorporates the risk-free rate for the use of funds, the expected rate of inflation and risks associated with the reporting unit. These assets would generally be classified within Level 3, in the event that the Company were required to measure and record such assets at fair value within its unaudited condensed consolidated financial statements.

The Company periodically evaluates the carrying value of long-lived assets to be held and used, including definite-lived intangible assets and property, plant and equipment, when events or circumstances warrant such a review. Fair value is determined primarily using anticipated cash flows assumed by a market participant discounted at a rate commensurate with the risk involved and these assets would generally be classified within Level 3, in the event that the Company was required to measure and record such assets at fair value within its unaudited condensed consolidated financial statements.

The carrying value of cash, cash equivalents and restricted cash are each considered to be representative of their fair value.

Segment Reporting

The Company determines its reportable segments based on how the business is managed internally for the products sold to customers, including how results are reviewed and resources are allocated by the chief operating decision maker (“CODM”). The Company’s operations are managed by the CODM using the following reportable segments:

● Specialty Products and Solutions. The Specialty Products and Solutions segment consists of our customer-focused solutions and formulations businesses, covering multiple specialty product lines, anchored by our unique integrated complex in Northwest Louisiana. In this segment, we manufacture and market a wide variety of solvents, waxes, customized lubricating oils, white oils, petrolatums, gels, esters, and other products. Our specialty products are sold to domestic and international customers who purchase them primarily as raw material components for consumer-facing and industrial products.

● Montana/Renewables. The Montana/Renewables segment is composed of our Great Falls specialty asphalt facility and our Montana Renewables facility. At our Montana Renewables facility, we process a variety of geographically advantaged renewable feedstocks into renewable diesel, sustainable aviation fuel, renewable hydrogen, renewable natural gas, renewable propane, and renewable naphtha that are distributed into renewable markets in the western half of North America. At our Montana specialty asphalt facility, we process Canadian crude oil into conventional gasoline, diesel, jet fuel and specialty grades of asphalt, with production sized to serve local markets.

● Performance Brands. The Performance Brands segment includes our fast-growing portfolio of high-quality, high-performing brands. In this segment, we blend, package, and market high performance products through our Royal Purple, Bel-Ray, and TruFuel brands.

● Corporate. The Corporate segment primarily consists of general and administrative expenses not allocated to the Montana/Renewables, Specialty Products and Solutions, or Performance Brands segments.

The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies as disclosed in Note 2 — “Summary of Significant Accounting Policies,” of the 2023 Annual Report, except that the disaggregated financial results for the reporting segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial

information for the purposes of assisting internal operating decisions. The Company accounts for inter-segment sales and transfers using market-based transfer pricing. The Company will periodically refine its expense allocation methodology for its segment reporting as more specific information becomes available and the industry or market changes. The Company evaluates performance based upon Adjusted EBITDA (a non-GAAP financial measure). The Company defines Adjusted EBITDA for any period as EBITDA adjusted for (a) impairment; (b) unrealized gains and losses from mark-to-market accounting for hedging activities; (c) realized gains and losses under derivative instruments excluded from the determination of net income (loss); (d) non-cash equity-based compensation expense and other non-cash items (excluding items such as accruals of cash expenses in a future period or amortization of a prepaid cash expense) that were deducted in computing net income (loss); (e) debt refinancing fees, extinguishment costs, premiums and penalties; (f) any net gain or loss realized in connection with an asset sale that was deducted in computing net income (loss); (g) amortization of turnaround costs; (h) LCM inventory adjustments; (i) the impact of liquidation of inventory layers calculated using the LIFO method; (j) RINs mark-to-market adjustments; and (k) all extraordinary, unusual or non-recurring items of gain or loss, or revenue or expense.

Unrestricted Subsidiaries

As defined in the indentures governing the Company’s outstanding senior notes, an unrestricted subsidiary means MRHL, MRL and any other subsidiary of the Company, other than Calumet Finance Corp., that is designated by the governing body of the General Partner as an unrestricted subsidiary, but only to the extent that such subsidiary:

● has no indebtedness other than non-recourse debt owing to any person other than the Company or any of its restricted subsidiaries, except to the extent permitted by the indentures of the senior notes;

● is not party to any agreement, contract, arrangement or understanding with the Company or any restricted subsidiary of the Company unless the terms of any such agreement, contract, arrangement or other understanding are no less favorable to the Company or such restricted subsidiary than those that might be obtained at the time from persons who are not affiliates of the Company, except to the extent permitted by the indentures of the senior notes;

● is a person with respect to which neither the Company nor any of its restricted subsidiaries has any direct or indirect obligation (a) to subscribe for additional equity interests or (b) to maintain or preserve such person’s financial condition or to cause such person to achieve any specified levels of operating results, except to the extent permitted by the indentures of the senior notes; and

● has not guaranteed or otherwise directly or indirectly provided credit support for any indebtedness of the Company or any of its restricted subsidiaries.

Revenue Recognition

The following is a description of principal activities from which the Company generates revenue. Revenues are recognized when control of the promised goods are transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods promised within each contract and determines the performance obligations and assesses whether each promised good is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Products

The Company manufactures, formulates, and markets a diversified slate of specialty branded products to customers in various consumer-facing and industrial markets. In addition, the Company produces fuel and fuel related products, including gasoline, diesel, jet fuel, asphalt and other fuels products. At our Montana Renewables facility, we process a variety of geographically advantaged renewable feedstocks into renewable fuels, including: renewable diesel, sustainable aviation fuel (“SAF”), renewable hydrogen, renewable natural gas, renewable propane and renewable naphtha. These renewable fuels are distributed into renewable markets in the western half of North America. The Company also blends, packages and markets high-performance branded specialty products through its Royal Purple, Bel-Ray and TruFuel brands.

The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. For each contract, the Company considers the promise to transfer products, each of which are distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to variable consideration such as product returns, rebates or other discounts to determine the net consideration to which the Company expects to be entitled. The Company transfers control and recognizes revenue upon shipment to the customer or, in certain cases, upon receipt by the customer in accordance with contractual terms.

Revenue is recognized when obligations under the terms of a contract with a customer are satisfied and control of the promised goods are transferred to the customer. The contract with the customer states the final terms of the sale, including the description, quantity and price of each product or service purchased. For fuel products, payment is typically due in full between 2 to 30 days of delivery or the start of the contract term, such that payment is typically collected 2 to 30 days subsequent to the satisfaction of performance obligations. For renewable fuel products, payment is typically due in full between 7 to 14 days of delivery or the start of the contract term, such that payment is typically collected 7 to 14 days subsequent to the satisfaction of performance obligations. For specialty products, payment is typically due in full between 30 to 90 days of delivery or the start of the contract term, such that payment is typically collected 30 to 90 days subsequent to the satisfaction of performance obligations. In the normal course of business, the Company does not accept product returns unless the item is defective as manufactured. The expected costs associated with a product assurance warranty continue to be recognized as expense when products are sold. The Company does not offer promised services that could be considered warranties that are sold separately or provide a service in addition to assurance that the related product complies with agreed upon specifications. The Company establishes provisions based on the methods described in ASC 606 for estimated returns as variable consideration when determining the transaction price.

Excise and Sales Taxes

The Company assesses, collects and remits excise taxes associated with the sale of certain of its fuel products. Furthermore, the Company collects and remits sales taxes associated with certain sales of its products to non-exempt customers. The Company excludes excise taxes and sales taxes that are collected from customers from the transaction price in its contracts with customers. Accordingly, revenue from contracts with customers is net of sales-based taxes that are collected from customers and remitted to taxing authorities.

Shipping and Handling Costs

Shipping and handling costs are deemed to be fulfillment activities rather than a separate distinct performance obligation.

Cost of Obtaining Contracts

The Company may incur incremental costs to obtain a sales contract, which under ASC 606 should be capitalized and amortized over the life of the contract. The Company has elected to apply the practical expedient in ASC 340-40-50-5 allowing the Company to expense these costs since the contracts are short-term in nature with a contract term of one year or less.

Contract Balances

Under product sales contracts, the Company invoices customers for performance obligations that have been satisfied, at which point payment is unconditional. Accordingly, a product sales contract does not give rise to contract assets or liabilities under ASC 606. The Company’s receivables, net of allowance for expected credit losses from contracts with customers as of September 30, 2024 and December 31, 2023 were $279.6 million and $252.4 million, respectively.

Transaction Price Allocated to Remaining Performance Obligations

The Company’s product sales are short-term in nature with a contract term of one year or less. The Company has utilized the practical expedient in ASC 606-10-50-14 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. Additionally, each unit of product generally represents a separate performance obligation; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required.

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Inventories (Tables)

9 Months Ended

Sep. 30, 2024

Inventories

Schedule of inventories

Inventories consist of the following (in millions):

	September 30, 2024						December 31, 2023
			Supply and						Supply and
	Titled		Offtake				Titled		Offtake
	Inventory		Agreements (1)		Total		Inventory		Agreements (1)		Total
Raw materials	$	38.5	$	39.1	$	77.6	$	61.6	$	27.6	$	89.2
Work in process		68.7		38.2		106.9		72.3		36.7		109.0
Finished goods		155.0		70.0		225.0		162.1		79.1		241.2
	$	262.2	$	147.3	$	409.5	$	296.0	$	143.4	$	439.4

(1) Amounts represent LIFO value and do not necessarily represent the value at which the inventory was sold. Please read Note 7 — “Inventory Financing Agreements” for further information.

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Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases

Summary of supplemental balance sheet detail of assets and liabilities

Supplemental balance sheet information related to the Company’s leases for the periods presented were as follows (in millions):

		September 30,		December 31,
Assets:	Classification:	2024		2023
Operating lease assets	Other noncurrent assets, net (1)	$	78.7	$	114.4
Finance lease assets	Property, plant and equipment, net (2)		2.6		2.4
Total leased assets		$	81.3	$	116.8
Liabilities:
Current
Operating	Other current liabilities	$	35.0	$	75.6
Finance	Current portion of long-term debt		1.0		1.1
Non-current
Operating	Other long-term liabilities		44.0		39.0
Finance	Long-term debt, less current portion		1.9		1.9
Total lease liabilities		$	81.9	$	117.6

(1) During the three and nine months ended September 30, 2024, the Company had additions to its operating lease right of use assets and operating lease liabilities of approximately $15.3 million and $22.1 million, respectively.

(2) Finance lease assets are recorded net of accumulated amortization of $5.6 million and $5.0 million as of September 30, 2024 and December 31, 2023, respectively.

Components of lease expense related to the lease cost

Lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of lease expense related to the Company’s leases for the periods presented were as follows (in millions).

		Three Months Ended September 30,				Nine Months Ended September 30,
Lease Costs:	Classification:	2024		2023		2024		2023
Fixed operating lease cost	Cost of Sales; SG&A Expenses	$	20.9	$	20.1	$	62.8	$	55.7
Short-term operating lease cost (1)	Cost of Sales; SG&A Expenses		2.1		2.4		6.6		7.2
Variable operating lease cost (2)	Cost of Sales; SG&A Expenses		3.0		0.5		4.3		3.3
Finance lease cost:
Amortization of finance lease assets	Cost of Sales		0.4		0.1		0.6		0.6
Interest on lease liabilities	Interest expense		0.1		0.1		0.2		0.2
Total lease cost		$	26.5	$	23.2	$	74.5	$	67.0

(1) The Company’s leases with an initial term of 12 months or less are not recorded on the unaudited condensed consolidated balance sheets.

(2) The Company’s railcar leases typically include a mileage limit the railcar can travel over the life of the lease. For any mileage incurred over this limit, the Company is obligated to pay an agreed upon dollar value for each mile that is traveled over the limit.

Schedules of maturity of lease liabilities

As of September 30, 2024, the Company had estimated minimum commitments for the payment of rentals under leases which, at inception, had a noncancellable term of more than one year, as follows (in millions):

	Operating		Finance
Maturity of Lease Liabilities	Leases (1)		Leases (2)		Total
2024	$	20.8	$	0.3	$	21.1
2025		23.1		1.1		24.2
2026		14.8		1.0		15.8
2027		10.4		0.5		10.9
2028		7.5		0.3		7.8
Thereafter		18.1		0.1		18.2
Total	$	94.7	$	3.3	$	98.0
Less: Interest		15.7		0.4		16.1
Present value of lease liabilities	$	79.0	$	2.9	$	81.9
Less obligations due within one year		35.0		1.0		36.0
Long-term lease obligation	$	44.0	$	1.9	$	45.9

(1) As of September 30, 2024, the Company’s operating lease payments included no material options to extend lease terms that are reasonably certain of being exercised. The Company has no legally binding minimum lease payments for leases signed but not yet commenced as of September 30, 2024.

(2) As of September 30, 2024, the Company’s finance lease payments included no material options to extend lease terms that are reasonably certain of being exercised. The Company has no legally binding minimum lease payments for leases that have been signed but not yet commenced as of September 30, 2024.

Schedule of weighted-average remaining lease term and weighted-average discount rate

The weighted-average remaining lease term and weighted-average discount rate for the Company’s operating and finance leases were as follows:

	September 30,		December 31,
Lease Term and Discount Rate:	2024		2023
Weighted-average remaining lease term (years):
Operating leases	4.2		2.6
Finance leases	3.2		3.1
Weighted-average discount rate:
Operating leases	8.6	%	8.6	%
Finance leases	8.0	%	7.3	%

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Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies

Schedule of estimated minimum unconditional purchase commitments

As of September 30, 2024, the estimated minimum unconditional purchase commitments, including the capital recovery charge, under the agreement were as follows (in millions):

Year	Commitment
2024	$	1.0
2025		4.0
2026		4.0
2027		2.4
Thereafter		—
Total (1)	$	11.4

(1) As of September 30, 2024, the estimated minimum payments for the unconditional purchase commitments have been accrued and are included in other current liabilities and other long-term liabilities in the unaudited condensed consolidated balance sheets. This liability was accrued due to the fact that the contract was entered into to supply crude to a divested facility.

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Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2024

Long-Term Debt.

Summary of long-term debt

Long-term debt consisted of the following (in millions):

	September 30,		December 31,
	2024		2023
Borrowings under amended and restated senior secured revolving credit agreement with third-party lenders, interest payments quarterly, borrowings due January 2027, weighted average interest rates of 7.7% and 6.8% for the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively.	$	225.9	$	136.7
Borrowings under amended secured MRL revolving credit agreement with third-party lender, interest payments quarterly, borrowings due November 2027, weighted average interest rate of 7.3% and 6.9% for the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively.		—		13.0
Borrowings under the 2024 Secured Notes, interest at a fixed rate of 9.25%, interest payments semiannually, borrowings due July 2024, effective interest rate of 9.5% for the year ended December 31, 2023.		—		179.0
Borrowings under the 2025 Notes, interest at a fixed rate of 11.0%, interest payments semiannually, borrowings due April 2025, effective interest rate of 11.4% for the nine months ended September 30, 2024 and the year ended December 31, 2023.		363.5		413.5
Borrowings under the 2027 Notes, interest at a fixed rate of 8.125%, interest payments semiannually, borrowings due July 2027, effective interest rate of 8.3% for the nine months ended September 30, 2024 and the year ended December 31, 2023.		325.0		325.0
Borrowings under the 2028 Notes, interest at a fixed rate of 9.75%, interest payments semiannually, borrowings due July 2028, effective interest rate of 10.2% for the nine months ended September 30, 2024 and the year ended December 31, 2023.		325.0		325.0
Borrowings under the 2029 Secured Notes, interest at a fixed rate of 9.25%, interest payments semiannually, borrowings due July 2029, effective interest rate of 9.4% for the nine months ended September 30, 2024.		200.0		—
MRL Term Loan Credit Agreement		73.9		74.4
Shreveport terminal asset financing arrangement		44.9		50.8
Montana terminal asset financing arrangement		34.7		—
Montana refinery asset financing arrangement		110.0		—
MRL asset financing arrangements		372.5		384.6
Finance lease obligations, at various interest rates, interest and principal payments monthly through June 2028		2.9		3.0
Less unamortized debt issuance costs (1)		(16.2)		(16.1)
Less unamortized discounts		(2.8)		(3.5)
Total debt	$	2,059.3	$	1,885.4
Less current portion of long-term debt		400.3		55.7
Total long-term debt	$	1,659.0	$	1,829.7

(1) Deferred debt issuance costs are being amortized by the effective interest rate method over the lives of the related debt instruments. These amounts are net of accumulated amortization of $30.3 million and $26.6 million at September 30, 2024 and December 31, 2023, respectively.

Summary of principal payments on debt obligations and future minimum rentals on finance lease obligations

As of September 30, 2024, principal payments on debt obligations and future minimum rentals on finance lease obligations are as follows (in millions):

Year	Maturity
2024	$	9.7
2025		406.2
2026		51.6
2027		615.9
2028		430.8
Thereafter		563.2
Total	$	2,077.4

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Derivatives (Tables)

9 Months Ended

Sep. 30, 2024

Derivatives

Schedule of offsetting derivative assets

The following tables summarize the Company’s gross fair values of its derivative instruments, presenting the impact of offsetting derivative assets in the Company’s unaudited condensed consolidated balance sheets (in millions):

September 30, 2024

December 31, 2023

Gross

Net Amounts

Gross

Net Amounts

Amounts

of Assets

Amounts

of Assets

Offset in the

Presented

Offset in the

Presented

Gross

Condensed

in the

Gross

Condensed

in the

Amounts of

Consolidated

Condensed

Amounts of

Consolidated

Condensed

Balance Sheet

Recognized

Balance

Consolidated

Recognized

Balance

Consolidated

Location

Assets

Sheets

Balance Sheets

Assets

Sheets

Balance Sheets

Derivative instruments not designated as hedges:

Specialty Products and Solutions segment:

Crack spread swaps

Derivative assets / Other noncurrent assets, net

$

—

$

—

$

—

$

11.6

$

—

$

11.6

Total derivative instruments

$

—

$

—

$

—

$

11.6

$

—

$

11.6

Schedule of offsetting derivative liabilities

The following tables summarize the Company’s gross fair values of its derivative instruments, presenting the impact of offsetting derivative liabilities in the Company’s unaudited condensed consolidated balance sheets (in millions):

September 30, 2024

December 31, 2023

Net Amounts

Gross

of Liabilities

Gross

Net Amounts

Amounts

Presented in

Amounts

of Liabilities

Offset in the

the

Offset in the

Presented in

Gross

Condensed

Condensed

Gross

Condensed

the

Amounts of

Consolidated

Consolidated

Amounts of

Consolidated

Condensed

Balance Sheet

Recognized

Balance

Balance

Recognized

Balance

Consolidated

Location

Liabilities

Sheets

Sheets

Liabilities

Sheets

Balance Sheets

Derivative instruments not designated as hedges:

Specialty Products and Solutions segment:

Inventory financing obligation

Other long-term liabilities / Obligations under inventory financing agreements

$

—

$

10.8

$

10.8

$

(52.5)

$

—

$

(52.5)

Total derivative instruments

$

—

$

10.8

$

10.8

$

(52.5)

$

—

$

(52.5)

Summary of gains (losses) in its unaudited condensed consolidated statements of operations

The Company recorded the following gains (losses) in its unaudited condensed consolidated statements of operations for the three months ended September 30, 2024 and 2023, related to its derivative instruments not designated as hedges (in millions):

	Amount of Realized Gain (Loss)
	Recognized in Gain (Loss) on				Amount of Unrealized Gain (Loss)
	Derivative				Recognized in Gain (Loss) on  Derivative
	Instruments				Instruments
	Three Months Ended September 30,				Three Months Ended September 30,
Type of Derivative	2024		2023		2024		2023
Specialty Products and Solutions segment:
Inventory financing obligation	$	(2.8)	$	—	$	17.3	$	(14.4)
Crack spread swaps		6.0		(18.0)		(3.7)		(11.7)
Montana/Renewables segment:
Inventory financing obligation		(1.6)		—		—		(10.2)
Total	$	1.6	$	(18.0)	$	13.6	$	(36.3)

The Company recorded the following gains (losses) in its unaudited condensed consolidated statements of operations for the nine months ended September 30, 2024 and 2023, related to its derivative instruments not designated as hedges (in millions):

	Amount of Realized
	Loss Recognized in Gain (Loss) on				Amount of Unrealized Gain (Loss)
	Derivative				Recognized in Gain (Loss) on Derivative
	Instruments				Instruments
	Nine Months Ended September 30,				Nine Months Ended September 30,
Type of Derivative	2024		2023		2024		2023
Specialty Products and Solutions segment:
Inventory financing obligation	$	(60.5)	$	—	$	63.9	$	(17.1)
Crack spread swaps		13.5		(33.3)		(11.6)		39.7
Montana/Renewables segment:
Inventory financing obligation		4.3		—		—		(3.8)
Total	$	(42.7)	$	(33.3)	$	52.3	$	18.8

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Measurements

Schedule of hierarchy of recurring fair value measurements

The Company’s recurring assets and liabilities measured at fair value were as follows (in millions):

	September 30, 2024								December 31, 2023
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Derivative assets:
Crack spread swaps	$	—	$	—	$	—	$	—	$	—	$	—	$	11.6	$	11.6
Inventory financing obligation		—		—		10.8		10.8		—		—		—		—
Total derivative assets	$	—	$	—	$	10.8	$	10.8	$	—	$	—	$	11.6	$	11.6
Pension plan investments	$	3.8	$	24.2	$	—	$	28.0	$	3.5	$	23.5	$	—	$	27.0
Total recurring assets at fair value	$	3.8	$	24.2	$	10.8	$	38.8	$	3.5	$	23.5	$	11.6	$	38.6
Liabilities:
Derivative liabilities:
Inventory financing obligation	$	—	$	—	$	—	$	—	$	—	$	—	$	(52.5)	$	(52.5)
Total derivative liabilities	$	—	$	—	$	—	$	—	$	—	$	—	$	(52.5)	$	(52.5)
Precious metals obligations		(5.6)		—		—		(5.6)		(6.9)		—		—		(6.9)
Liability awards		(53.6)		—		—		(53.6)		(64.2)		—		—		(64.2)
Total recurring liabilities at fair value	$	(59.2)	$	—	$	—	$	(59.2)	$	(71.1)	$	—	$	(52.5)	$	(123.6)

Summary of net changes in fair value of the Company's Level 3 financial assets and liabilities

The table below sets forth a summary of net changes in fair value of the Company’s Level 3 financial assets and liabilities (in millions):

	Nine Months Ended September 30,
		2024		2023
Fair value at January 1,	$	(40.8)	$	(73.8)
Realized loss on derivative instruments		(42.7)		(33.3)
Unrealized gain (loss) on derivative instruments		52.3		18.8
Settlements		42.7		33.3
Fair value at September 30,	$	11.5	$	(55.0)
Total gain (loss) included in net income (loss) attributable to changes in unrealized gain (loss) relating to financial assets and liabilities held as of September 30,	$	52.3	$	18.8

Carrying value and estimated fair value of the Company's financial instruments, carried at adjusted historical cost

The Company’s carrying value and estimated fair value of the Company’s financial instruments, carried at adjusted historical cost, were as follows (in millions):

	September 30, 2024					December 31, 2023
	Level	Fair Value		Carrying Value		Fair Value		Carrying Value
Financial Instrument:
2024 Secured Notes, 2025 Notes, 2027 Notes, 2028 Notes, and 2029 Secured Notes	2	$	1,207.9	$	1,205.1	$	1,247.2	$	1,232.3
Revolving credit facility	3	$	225.9	$	222.5	$	136.7	$	134.4
MRL revolving credit agreement	3	$	—	$	(0.6)	$	13.0	$	12.4
MRL term loan credit agreement	3	$	73.9	$	71.6	$	74.4	$	71.6
Shreveport terminal asset financing arrangement	3	$	44.9	$	44.4	$	50.8	$	50.1
Montana terminal asset financing arrangement	3	$	34.7	$	34.5	$	—	$	—
Montana refinery asset financing arrangement	3	$	110.0	$	109.3	$	—	$	—
MRL asset financing arrangements	3	$	372.5	$	369.6	$	384.6	$	381.6
Finance leases and other obligations	3	$	2.9	$	2.9	$	3.0	$	3.0

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share

Summery of basic and diluted earnings per limited partner unit

The following table sets forth the computation of basic and diluted earnings per share (in millions, except share and per share data):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023			2024		2023
			(As Restated and Recast)				(As Restated and Recast)
Numerator for basic and diluted earnings per share:
Net income (loss)	$	(100.6)	$	99.8	$	(181.3)	$	96.1
Denominator for earnings per share:
Basic common shares outstanding		85,530,080		80,172,810		82,158,405		80,046,930
Diluted common shares outstanding (1)		85,530,080		80,387,278		82,158,405		80,148,519
Earnings per share:
Basic	$	(1.18)	$	1.24	$	(2.21)	$	1.20
Diluted	$	(1.18)	$	1.24	$	(2.21)	$	1.20

(1) Total diluted weighted average common shares outstanding excludes a de-minimis amount of potentially dilutive restricted stock units which would have been anti-dilutive for the three and nine months ended September 30, 2024.

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Segments and Related Information (Tables)

9 Months Ended

Sep. 30, 2024

Segments and Related Information

Summary of reportable segment information

Reportable segment information for the three and nine months ended September 30, 2024 and 2023, is as follows (in millions):

	Specialty
	Products and		Performance		Montana/						Consolidated
Three Months Ended September 30, 2024	Solutions		Brands		Renewables		Corporate		Eliminations		Total
Sales:
External customers	$	714.0	$	80.3	$	306.1	$	—	$	—	$	1,100.4
Inter-segment sales		6.3		0.1		—		—		(6.4)		—
Total sales	$	720.3	$	80.4	$	306.1	$	—	$	(6.4)	$	1,100.4
Adjusted EBITDA	$	42.6	$	13.6	$	12.7	$	(19.1)	$	—	$	49.8
Reconciling items to net loss:
Depreciation and amortization		17.4		2.2		25.5		0.2		—		45.3
LCM / LIFO loss		4.2		0.8		4.4		—		—		9.4
Interest expense		5.6		—		15.7		36.4		—		57.7
Unrealized gain on derivatives		(13.6)		—		—		—		—		(13.6)
RINs mark-to-market loss		22.6		—		10.2		—		—		32.8
Other non-recurring expenses												12.1
Equity-based compensation and other items												7.0
Income tax expense												0.7
Noncontrolling interest adjustments												(1.0)
Net loss											$	(100.6)
Capital expenditures	$	9.4	$	0.2	$	8.9	$	0.9	$	—	$	19.4
PP&E, net	$	355.7	$	32.0	$	1,061.1	$	4.5	$	—	$	1,453.3

	Specialty
	Products and		Performance		Montana/						Consolidated
Three Months Ended September 30, 2023 (As Restated)	Solutions (1)		Brands (2)		Renewables		Corporate		Eliminations		Total
Sales:
External customers	$	745.7	$	75.2	$	328.5	$	—	$	—	$	1,149.4
Inter-segment sales		2.5		0.1		—		—		(2.6)		—
Total sales	$	748.2	$	75.3	$	328.5	$	—	$	(2.6)	$	1,149.4
Adjusted EBITDA	$	38.6	$	13.2	$	38.2	$	(14.6)	$	—	$	75.4
Reconciling items to net income:
Depreciation and amortization		19.0		2.5		21.9		0.2		—		43.6
LCM / LIFO (gain) loss		(4.4)		0.1		(0.2)		—		—		(4.5)
Interest expense		7.1		—		18.4		33.2		—		58.7
Debt extinguishment costs		—		—		—		0.3		—		0.3
Unrealized loss on derivatives		26.2		—		10.1		—		—		36.3
RINs mark-to-market gain		(118.3)		—		(55.1)		—		—		(173.4)
Other non-recurring expenses												2.5
Equity-based compensation and other items												13.8
Income tax expense												0.5
Noncontrolling interest adjustments												(2.2)
Net income											$	99.8
Capital expenditures	$	25.4	$	0.4	$	22.1	$	0.1	$	—	$	48.0
PP&E, net	$	375.7	$	33.2	$	1,116.0	$	2.0	$	—	$	1,526.9

	Specialty
	Products and		Performance		Montana/						Consolidated
Nine Months Ended September 30, 2024	Solutions		Brands		Renewables		Corporate		Eliminations		Total
Sales:
External customers	$	2,141.8	$	256.1	$	842.0	$	—	$	—	$	3,239.9
Inter-segment sales		18.3		0.3		—		—		(18.6)		—
Total sales	$	2,160.1	$	256.4	$	842.0	$	—	$	(18.6)	$	3,239.9
Adjusted EBITDA	$	150.2	$	41.1	$	5.8	$	(58.9)	$	—	$	138.2
Reconciling items to net loss:
Depreciation and amortization		53.1		6.5		76.3		0.7		—		136.6
LCM / LIFO loss		1.3		0.8		6.8		—		—		8.9
Interest expense		17.3		0.1		48.7		109.2		—		175.3
Debt extinguishment costs		0.1		—		—		0.2		—		0.3
Unrealized gain on derivatives		(52.3)		—		—		—		—		(52.3)
RINs mark-to-market gain		(16.9)		—		(9.2)		—		—		(26.1)
Other non-recurring expenses												72.1
Equity-based compensation and other items												4.4
Income tax expense												1.4
Noncontrolling interest adjustments												(1.1)
Net loss											$	(181.3)
Capital expenditures	$	41.0	$	0.8	$	25.1	$	2.7	$	—	$	69.6
PP&E, net	$	355.7	$	32.0	$	1,061.1	$	4.5	$	—	$	1,453.3

	Specialty
	Products and		Performance		Montana/						Consolidated
Nine Months Ended September 30, 2023 (As Restated)	Solutions (1)		Brands (2)		Renewables (3)		Corporate		Eliminations		Total
Sales:
External customers	$	2,168.5	$	239.5	$	796.5	$	—	$	—	$	3,204.5
Inter-segment sales		13.1		0.2		—		—		(13.3)		—
Total sales	$	2,181.6	$	239.7	$	796.5	$	—	$	(13.3)	$	3,204.5
Adjusted EBITDA	$	175.6	$	41.8	$	56.0	$	(52.6)	$	—	$	220.8
Reconciling items to net income:
Depreciation and amortization		54.2		7.4		61.3		0.8		—		123.7
LCM / LIFO (gain) loss		(1.7)		2.2		8.9		—		—		9.4
Interest expense		20.4		0.1		48.3		94.9		—		163.7
Debt extinguishment costs		—		—		—		5.5		—		5.5
Unrealized (gain) loss on derivatives		(22.6)		—		3.8		—		—		(18.8)
RINs mark-to-market gain		(146.9)		—		(69.0)		—		—		(215.9)
Other non-recurring expenses												35.5
Equity-based compensation and other items												21.0
Income tax expense												1.4
Noncontrolling interest adjustments												(0.8)
Net income											$	96.1
Capital expenditures	$	65.4	$	1.4	$	202.0	$	0.4	$	—	$	269.2
PP&E, net	$	375.7	$	33.2	$	1,116.0	$	2.0	$	—	$	1,526.9

(1) For the three and nine months ended September 30, 2023, Adjusted EBITDA for the Specialty Products and Solutions segment included a $7.1 million and $9.5 million gain, respectively, recorded in cost of sales in the unaudited condensed consolidated statements of operations for proceeds received under the Company’s property damage insurance policy.

(2) For the three and nine months ended September 30, 2023, Adjusted EBITDA for the Performance Brands segment included a $3.2 million and $8.2 million gain recorded in cost of sales in the unaudited condensed consolidated statements of operations for proceeds received under the Company’s business interruption insurance policy.

(3) For the nine months ended September 30, 2023, Adjusted EBITDA for the Montana/Renewables segment excluded a $28.4 million charge to cost of sales in the unaudited condensed consolidated statements of operations for losses under firm purchase commitments.

Summary of major product category sales

The following table sets forth the major product category sales for each segment for the three months ended September 30, 2024 and 2023 (dollars in millions):

	Three Months Ended September 30,
	2024				2023
					(As Restated)
Specialty Products and Solutions:
Lubricating oils	$	192.5	17.5	%	$	175.8	15.3	%
Solvents		106.1	9.6	%		92.1	8.0	%
Waxes		38.8	3.5	%		40.1	3.5	%
Fuels, asphalt and other by-products		376.6	34.3	%		437.7	38.1	%
Total	$	714.0	64.9	%	$	745.7	64.9	%
Montana/Renewables:
Gasoline	$	40.8	3.7	%	$	47.9	4.2	%
Diesel		31.0	2.8	%		39.9	3.5	%
Jet fuel		5.3	0.5	%		5.9	0.5	%
Asphalt, heavy fuel oils and other		51.3	4.7	%		50.2	4.3	%
Renewable fuels		177.7	16.1	%		184.6	16.1	%
Total	$	306.1	27.8	%	$	328.5	28.6	%
Performance Brands:	$	80.3	7.3	%	$	75.2	6.5	%
Consolidated sales	$	1,100.4	100.0	%	$	1,149.4	100.0	%

	Nine Months Ended September 30,
	2024				2023
					(As Restated)
Specialty Products and Solutions:
Lubricating oils	$	598.1	18.5	%	$	577.2	18.0	%
Solvents		318.0	9.8	%		294.9	9.2	%
Waxes		117.9	3.6	%		124.5	3.9	%
Fuels, asphalt and other by-products		1,107.8	34.2	%		1,171.9	36.6	%
Total	$	2,141.8	66.1	%	$	2,168.5	67.7	%
Montana/Renewables:
Gasoline	$	110.0	3.4	%	$	131.6	4.1	%
Diesel		87.9	2.7	%		108.7	3.4	%
Jet fuel		14.8	0.5	%		16.5	0.5	%
Asphalt, heavy fuel oils and other		118.5	3.7	%		108.3	3.3	%
Renewable fuels		510.8	15.7	%		431.4	13.5	%
Total	$	842.0	26.0	%	$	796.5	24.8	%
Performance Brands:	$	256.1	7.9	%	$	239.5	7.5	%
Consolidated sales	$	3,239.9	100.0	%	$	3,204.5	100.0	%

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Unrestricted Subsidiaries (Tables)

9 Months Ended

Sep. 30, 2024

Unrestricted Subsidiaries

Schedule of unrestricted subsidiaries

	Parent
	Company and
	Restricted		Unrestricted				Consolidated
September 30, 2024	Subsidiaries		Subsidiaries		Eliminations		Total
Cash and cash equivalents	$	30.9	$	3.7	$	—	$	34.6
Accounts receivable - trade	$	256.2	$	23.4	$	—	$	279.6
Accounts receivable - other	$	18.6	$	7.4	$	—	$	26.0
Inventory	$	354.7	$	54.8	$	—	$	409.5
Prepaid expenses and other current assets	$	20.3	$	19.8	$	—	$	40.1
Property, plant and equipment, net	$	705.4	$	747.9	$	—	$	1,453.3
Other noncurrent assets, net	$	384.4	$	12.6	$	—	$	397.0
Accounts payable	$	278.7	$	451.7	$	(408.8)	$	321.6
Accrued interest payable	$	41.6	$	1.1	$	—	$	42.7
Obligations under inventory financing agreements	$	—	$	44.8	$	—	$	44.8
Other current liabilities	$	75.2	$	10.2	$	—	$	85.4
Current portion of long-term debt	$	381.4	$	18.9	$	—	$	400.3

Other long-term liabilities	$	152.0	$	1.3	$	—	$	153.3
Long-term debt, less current portion	$	1,236.6	$	520.7	$	(98.3)	$	1,659.0
Redeemable noncontrolling interest	$	—	$	245.6	$	—	$	245.6
Stockholders' equity	$	(228.7)	$	(424.7)	$	(18.8)	$	(672.2)

	Parent
	Company and
	Restricted		Unrestricted				Consolidated
December 31, 2023 (As Recast)	Subsidiaries		Subsidiaries		Eliminations		Total
Cash and cash equivalents	$	7.3	$	0.6	$	—	$	7.9
Accounts receivable - trade	$	230.7	$	21.7	$	—	$	252.4
Accounts receivable - other	$	24.8	$	9.0	$	—	$	33.8
Inventory	$	353.1	$	86.3	$	—	$	439.4
Prepaid expenses and other current assets	$	14.6	$	37.0	$	—	$	51.6
Property, plant and equipment, net	$	731.7	$	774.6	$	—	$	1,506.3
Other noncurrent assets, net	$	436.9	$	13.4	$	—	$	450.3
Accounts payable	$	282.4	$	333.3	$	(293.7)	$	322.0
Accrued interest payable	$	47.8	$	0.9	$	—	$	48.7
Obligations under inventory financing agreements	$	126.0	$	64.4	$	—	$	190.4
Other current liabilities	$	104.5	$	27.0	$	—	$	131.5
Current portion of long-term debt	$	38.8	$	16.9	$	—	$	55.7
Other long-term liabilities	$	50.6	$	3.0	$	—	$	53.6
Long-term debt, less current portion	$	1,381.0	$	548.7	$	(100.0)	$	1,829.7
Redeemable noncontrolling interest	$	—	$	245.6	$	—	$	245.6
Stockholders' equity	$	(174.3)	$	(297.2)	$	(18.8)	$	(490.3)

The following table sets forth certain financial information of the Company’s unrestricted subsidiaries, on a combined basis, for the periods presented (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In millions)
			(As Restated)				(As Restated)
Sales	$	177.7	$	184.6	$	510.9	$	431.4
Cost of sales		180.6		175.8		543.8		483.0
Gross profit (loss)		(2.9)		8.8		(32.9)		(51.6)
Operating costs and expenses:
General and administrative		6.9		5.8		20.3		15.1
Other operating expense		4.0		0.2		6.8		4.0
Operating income (loss)		(13.8)		2.8		(60.0)		(70.7)
Other income (expense):
Interest expense		(25.9)		(22.7)		(72.4)		(59.5)
Gain (loss) on derivative instruments		(1.6)		(4.6)		4.3		(3.2)
Other income		—		0.7		0.6		0.7
Total other expense		(27.5)		(26.6)		(67.5)		(62.0)
Net loss	$	(41.3)	$	(23.8)	$	(127.5)	$	(132.7)

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Description of the Business (Details) - $ / shares shares in Millions	Jul. 10, 2024	Sep. 30, 2024
Schedule of Capitalization, Equity
Number of warrants issued	2.0
Exercise price	$ 20.00
General partner
Schedule of Capitalization, Equity
Number of shares issued	5.5
Number of warrants issued	2.0
Exercise price	$ 20.00	$ 20.00
Calumet Specialty Products Partners, L.P.
Schedule of Capitalization, Equity
Number of shares issued	80.4

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Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Millions	Jul. 10, 2024	Sep. 30, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies
Number of warrants issued	2,000,000.0
Exercise price	$ 20.00
Class of warrants issued	2,000,000.0	2,000,000
General partner
Summary of Significant Accounting Policies
Number of shares issued	5,500,000
Number of warrants issued	2,000,000.0
Exercise price	$ 20.00	$ 20.00
Calumet Specialty Products Partners, L.P.
Summary of Significant Accounting Policies
Number of shares issued	80,400,000
Fair Value, Measurements, Recurring
Summary of Significant Accounting Policies
RINs obligation		$ 275.7	$ 277.3

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Revenue Recognition (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Revenue Recognition
Accounts receivable - trade	$ 279.6	$ 252.4
Fuel Products | Minimum
Revenue Recognition
Payment due, term	2 days
Payment collection, term	2 days
Fuel Products | Maximum
Revenue Recognition
Payment due, term	30 days
Payment collection, term	30 days
Renewable fuels | Minimum
Revenue Recognition
Payment due, term	7 days
Payment collection, term	7 days
Renewable fuels | Maximum
Revenue Recognition
Payment due, term	14 days
Payment collection, term	14 days
Total specialty products | Minimum
Revenue Recognition
Payment due, term	30 days
Payment collection, term	30 days
Total specialty products | Maximum
Revenue Recognition
Payment due, term	90 days
Payment collection, term	90 days

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Inventories - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Inventories
Inventory method			last-in, first-out (“LIFO”)
Effect of LIFO inventory liquidation on income		$ 7.5		$ 7.5
Replacement costs over stated LIFO value	$ 48.3		$ 48.3		$ 67.8
Lower of cost or market inventory adjustment	$ 9.4	$ 12.0	$ 8.9	$ 1.9

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Inventories - Summary of Inventories (Details) - USD ($) $ in Millions		Sep. 30, 2024	Dec. 31, 2023
Inventories
Raw materials		$ 77.6	$ 89.2
Work in process		106.9	109.0
Finished goods		225.0	241.2
Total Inventories		409.5	439.4
Titled Inventory
Inventories
Raw materials		38.5	61.6
Work in process		68.7	72.3
Finished goods		155.0	162.1
Total Inventories		262.2	296.0
Supply & Offtake Agreements
Inventories
Raw materials	[1]	39.1	27.6
Work in process	[1]	38.2	36.7
Finished goods	[1]	70.0	79.1
Total Inventories	[1]	$ 147.3	$ 143.4

[1] Amounts represent LIFO value and do not necessarily represent the value at which the inventory was sold. Please read Note 7 — “Inventory Financing Agreements” for further information.

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Leases (Details)	9 Months Ended
	Sep. 30, 2024
Leases
Lease, practical expedients, package	true
Lease, practical expedient, use of hindsight	false
Finance lease, option to extend	no
Minimum
Leases
Renewal term	1 year
Maximum
Leases
Renewal term	15 years
Finance lease, option to extend	31 years

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Leases - Summary of Supplemental Balance Sheet (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023
Leases
Operating lease assets	$ 78.7	$ 78.7	$ 114.4
Finance lease assets	2.6	2.6	2.4
Total leased assets	81.3	81.3	116.8
Current portion of operating lease liabilities	35.0	35.0	75.6
Current finance lease liabilities	1.0	1.0	1.1
Long-term operating lease liabilities	44.0	44.0	39.0
Non-current finance lease liabilities	1.9	1.9	1.9
Total lease liabilities	81.9	81.9	117.6
Additions to operating lease right of use assets	15.3	22.1
Finance lease, accumulated amortization	$ 5.6	$ 5.6	$ 5.0

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Leases - Schedule of Lease Costs (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases
Fixed operating lease cost	$ 20.9	$ 20.1	$ 62.8	$ 55.7
Short-term operating lease cost	2.1	2.4	6.6	7.2
Variable operating lease cost	3.0	0.5	4.3	3.3
Amortization of finance lease assets	0.4	0.1	0.6	0.6
Interest on lease liabilities	0.1	0.1	0.2	0.2
Total lease cost	$ 26.5	$ 23.2	$ 74.5	$ 67.0

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Leases - Schedule of Maturity of Lease Liabilities - (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2024	$ 20.8
2025	23.1
2026	14.8
2027	10.4
2028	7.5
Thereafter	18.1
Total	94.7
Less: Interest	15.7
Present value of lease liabilities	79.0
Less obligations due within one year	35.0	$ 75.6
Long-term lease obligation	$ 44.0	39.0
Operating lease, option to extend	no
Operating lease, lease not yet commenced	no
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2024	$ 0.3
2025	1.1
2026	1.0
2027	0.5
2028	0.3
Thereafter	0.1
Total	3.3
Less: Interest	0.4
Present value of lease liabilities	2.9	3.0
Less obligations due within one year	1.0	1.1
Long-term lease obligation	$ 1.9	1.9
Finance lease, option to extend	no
Finance lease, lease not yet commenced	no
Lease, Liability, to be Paid, Fiscal Year Maturity
2024	$ 21.1
2025	24.2
2026	15.8
2027	10.9
2028	7.8
Thereafter	18.2
Total	98.0
Less: Interest	16.1
Total lease liabilities	81.9	$ 117.6
Less obligations due within one year	36.0
Long-term lease obligation	$ 45.9

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Leases - Schedule of Lease Term and Discount (Details)	Sep. 30, 2024	Dec. 31, 2023
Leases
Operating leases, Weighted-average remaining lease term (years)	4 years 2 months 12 days	2 years 7 months 6 days
Finance leases, Weighted-average remaining lease term (years)	3 years 2 months 12 days	3 years 1 month 6 days
Operating leases, Weighted-average discount rate	8.60%	8.60%
Finance leases, Weighted-average discount rate	8.00%	7.30%

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Commitments and Contingencies - Standby Letters of Credit (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Letter of Credit
Debt Disclosure
Revolver commitments	$ 255.0	$ 255.0
Revolving Credit Facility
Loss Contingencies
Outstanding standby letters of credit	27.3	29.9
Debt Disclosure
Revolver commitments	$ 500.0	$ 500.0
Revolving Credit Facility | Maximum
Debt Disclosure
Letter of credit sublimit, percentage	90.00%	90.00%

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Commitments and Contingencies- Schedule of Estimated Minimum Unconditional Purchase Commitments (Details) $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($) bbl
Commitments and Contingencies
Long-term purchase commitment, minimum volume required | bbl	5,000
Capital recovery charge increases percentage	2.00%
Through put contract terms	7 years
Recorded Unconditional Purchase Obligation, Fiscal Year Maturity Schedule [Abstract]
2024	$ 1.0
2025	4.0
2026	4.0
2027	2.4
Thereafter	0.0
Total	$ 11.4

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Inventory Financing Agreement (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Inventory Financing Agreements
Interest expense	$ 57.7	$ 58.7	$ 175.3	$ 163.7
SOFR | Inventory Financing Obligations
Inventory Financing Agreements
Debt instrument, basis spread on variable rate					3.25%
Inventory Financing Obligations
Inventory Financing Agreements
Interest expense	$ 4.3	$ 8.5	$ 14.7	$ 23.1
Deferred payment arrangement, maximum percentage of eligible inventory					90.00%
Deferred payment arrangement, outstanding amount					$ 14.1

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Long-Term Debt - Summary of Long Term Debt (Details) - USD ($) $ in Millions		9 Months Ended	12 Months Ended
		Sep. 30, 2024	Dec. 31, 2023	Mar. 07, 2024	Jun. 27, 2023
Summary of Long-term debt
MRL Term Loan Credit Agreement		$ 73.9	$ 74.4
MRL asset financing arrangements		372.5	384.6
Finance lease obligations, at various interest rates, interest and principal payments monthly through June 2028		2.9	3.0
Less unamortized debt issuance costs	[1]	(16.2)	(16.1)
Less unamortized discounts		(2.8)	(3.5)
Total debt		2,059.3	1,885.4
Less current portion of long-term debt		400.3	55.7
Total long-term debt		1,659.0	1,829.7
Accumulated amortization, deferred debt issuance costs		30.3	26.6
Revolving Credit Facility
Summary of Long-term debt
Long-term line of credit		$ 225.9	$ 136.7
Weighted average interest rate during period		7.70%	6.80%
MRL Revolving Credit Agreement
Summary of Long-term debt
Borrowings under senior notes			$ 13.0
Weighted average interest rate during period		7.30%	6.90%
9.25% Senior Notes due July 2024
Summary of Long-term debt
Borrowings under senior notes			$ 179.0
Fixed interest rate			9.25%	9.25%
Effective interest rate			9.50%
11.00% Senior Notes due 2025
Summary of Long-term debt
Borrowings under senior notes		$ 363.5	$ 413.5
Fixed interest rate		11.00%	11.00%	11.00%
Effective interest rate		11.40%	11.40%
8.125% Senior Notes due July 2027
Summary of Long-term debt
Borrowings under senior notes		$ 325.0	$ 325.0
Fixed interest rate		8.125%	8.125%
Effective interest rate		8.30%	8.30%
9.75% July 2028, Notes
Summary of Long-term debt
Borrowings under senior notes		$ 325.0	$ 325.0
Fixed interest rate		9.75%			9.75%
Effective interest rate		10.20%
9.25% July 2029, Notes
Summary of Long-term debt
Borrowings under senior notes		$ 200.0
Fixed interest rate		9.25%
Effective interest rate		9.40%
9.25% Senior Secured First Lien Notes due 2029 (the "2029 Secured Notes")
Summary of Long-term debt
Fixed interest rate				9.25%
Shreveport terminal asset financing arrangement
Summary of Long-term debt
Asset financing arrangement		$ 44.9	$ 50.8
Montana terminal asset financing arrangement
Summary of Long-term debt
Asset financing arrangement		34.7
Montana refinery asset financing arrangement
Summary of Long-term debt
Asset financing arrangement		$ 110.0

[1] Deferred debt issuance costs are being amortized by the effective interest rate method over the lives of the related debt instruments. These amounts are net of accumulated amortization of $30.3 million and $26.6 million at September 30, 2024 and December 31, 2023, respectively.

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Long-Term Debt - Narrative (Details) - USD ($)								9 Months Ended	12 Months Ended
	Apr. 15, 2024	Mar. 07, 2024	Jan. 17, 2024	Jun. 28, 2023	Jun. 27, 2023	Apr. 19, 2023	Nov. 02, 2022	Sep. 30, 2024	Dec. 31, 2023	Aug. 05, 2022
Debt Instruments
Debt instrument, covenant compliance								in compliance with all covenants under the indentures governing the Senior Notes
Line of credit facility, remaining borrowing capacity								$ 222,300,000
MRL asset financing arrangements								$ 372,500,000	$ 384,600,000
11.00% Senior Notes due 2025
Debt Instruments
Proceeds used for repurchase of debt		$ 50,000,000.0
Fixed interest rate		11.00%						11.00%	11.00%
Debt instrument, repurchase amount				$ 100,000,000.0	$ 100,000,000.0
Effective interest rate								11.40%	11.40%
9.25% Senior Notes due July 2024
Debt Instruments
Fixed interest rate		9.25%							9.25%
Effective interest rate									9.50%
Revolving Credit Facility
Debt Instruments
Debt instrument, covenant compliance								in compliance with all covenants under the revolving credit facility.
Weighted average interest rate during period								7.70%	6.80%
Line of credit amendment			Jan. 17, 2024
Line of credit facility, covenant terms								if the Company’s availability to borrow loans under the revolving credit facility falls below the sum of (a) the greater of (i) (x) 15% of the borrowing base then in effect at the same time that the refinery asset borrowing base component is greater than $0 and (y) 10% of the borrowing base then in effect at any time that the refinery asset borrowing base component is equal to $0 and (ii) $45.0 million (which amount is subject to certain increases) plus (b) the amount of FILO Loans outstanding, then we will be required to maintain as of the end of each fiscal quarter a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.0 to 1.0.
Letters of credit outstanding, amount								$ 27,300,000
Line of credit facility, current borrowing capacity								$ 475,500,000
Incremental Uncommitted Expansion Feature			$ 500,000,000.0
Term Loan Facility, Maximum Borrowing Capacity			$ 650,000,000.0
8.125% Senior Notes due July 2027
Debt Instruments
Fixed interest rate								8.125%	8.125%
Effective interest rate								8.30%	8.30%
MRL Asset #2
Debt Instruments
MRL asset financing arrangements										$ 250,000,000.0
MRL Asset #3
Debt Instruments
MRL asset financing arrangements										100,000,000.0
MRL Asset #4
Debt Instruments
MRL asset financing arrangements										$ 50,000,000.0
MRL Revolving Credit Agreement
Debt Instruments
Senior notes, issuance date							Nov. 02, 2022
Weighted average interest rate during period								7.30%	6.90%
MRL revolving credit agreement								$ 0
Letters of credit outstanding, amount								0
Line of credit facility, current borrowing capacity								32,900,000
MRL revolving credit agreement, current borrowing capacity								$ 32,900,000
MRL revolving credit agreement , maximum borrowing capacity, optional Increase per request							$ 15,000,000.0
MRL revolving credit agreement, maximum borrowing capacity							$ 90,000,000.0
2025 Notes
Debt Instruments
Proceeds used for repurchase of debt	$ 50,000,000.0
Debt instrument, repurchase amount				21,000,000.0	$ 200,000,000.0
9.75% July 2028, Notes
Debt Instruments
Senior notes, issuance date					Jun. 27, 2023
Senior notes issued, gross					$ 325,000,000.0
Proceeds from debt					$ 319,100,000
Proceeds used for repurchase of debt				$ 125,500,000
Fixed interest rate					9.75%			9.75%
Effective interest rate								10.20%
9.25% Senior Secured First Lien Notes due 2029 (the "2029 Secured Notes")
Debt Instruments
Senior notes, issuance date		Mar. 07, 2024
Senior notes issued, gross		$ 200,000,000.0
Proceeds from debt		$ 199,000,000.0
Fixed interest rate		9.25%
MRL Term Loan Credit Agreement
Debt Instruments
Senior notes, issuance date						Apr. 19, 2023
Quarterly installments of borrowings payable in percentage of outstanding principal						0.25%
Face amount						$ 75,000,000.0
MRL Term Loan Credit Agreement | Minimum | SOFR
Debt Instruments
Debt instrument, basis spread on variable rate						6.00%
MRL Term Loan Credit Agreement | Maximum | SOFR
Debt Instruments
Debt instrument, basis spread on variable rate						7.30%
Montana refinery asset financing arrangement
Debt Instruments
Purchase price of assets sold and leased back								$ 150,000,000.0
Gain on asset financing arrangement								110,000,000.0
Remaining purchase price								$ 40,000,000.0

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Long-Term Debt - Summary of Principal Payments on Debt Obligations and Future Minimum Rentals on Capital Lease Obligations (Details) $ in Millions	Sep. 30, 2024 USD ($)
Maturities of long-term debt
2024	$ 9.7
2025	406.2
2026	51.6
2027	615.9
2028	430.8
Thereafter	563.2
Total	$ 2,077.4

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Derivatives - Summary of Gross Fair Values of Derivative Instruments, Presenting the Impact of Offsetting Derivative Assets (Details) $ in Millions	Dec. 31, 2023 USD ($)
Offsetting Assets
Gross Amounts of Recognized Assets	$ 11.6
Net Amounts of Assets Presented in the Condensed Consolidated Balance Sheets	11.6
Crack spread swaps | Not Designated as Hedging Instrument | Specialty Products and Solutions
Offsetting Assets
Gross Amounts of Recognized Assets	11.6
Net Amounts of Assets Presented in the Condensed Consolidated Balance Sheets	$ 11.6

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Derivatives - Summary of Gross Fair Values of Derivative Instruments, Presenting the Impact of Offsetting Derivative Liabilities (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Offsetting Liabilities
Gross Amounts of Recognized Liabilities		$ (52.5)
Gross Amounts Offset in the Consolidated Balance Sheets	$ 10.8
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets		(52.5)
Not Designated as Hedging Instrument | Specialty Products and Solutions | Inventory Financing Obligations
Offsetting Liabilities
Gross Amounts of Recognized Liabilities		(52.5)
Gross Amounts Offset in the Consolidated Balance Sheets	$ 10.8
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets		$ (52.5)

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Derivatives - Not Designated as Hedges (Details) - Not Designated as Hedging Instrument - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Realized Gain (Loss)
Derivative instruments not designated as cash flow hedges
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net	$ 1.6	$ (18.0)	$ (42.7)	$ (33.3)
Realized Gain (Loss) | Specialty Products and Solutions | Inventory Financing Obligations
Derivative instruments not designated as cash flow hedges
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net	(2.8)		(60.5)
Realized Gain (Loss) | Specialty Products and Solutions | Crack spread swaps
Derivative instruments not designated as cash flow hedges
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net	6.0	(18.0)	13.5	(33.3)
Realized Gain (Loss) | Montana/Renewables | Inventory Financing Obligations
Derivative instruments not designated as cash flow hedges
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net	(1.6)		4.3
Unrealized Gain (Loss)
Derivative instruments not designated as cash flow hedges
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net	13.6	(36.3)	52.3	18.8
Unrealized Gain (Loss) | Specialty Products and Solutions | Inventory Financing Obligations
Derivative instruments not designated as cash flow hedges
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net	17.3	(14.4)	63.9	(17.1)
Unrealized Gain (Loss) | Specialty Products and Solutions | Crack spread swaps
Derivative instruments not designated as cash flow hedges
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net	$ (3.7)	(11.7)	$ (11.6)	39.7
Unrealized Gain (Loss) | Montana/Renewables | Inventory Financing Obligations
Derivative instruments not designated as cash flow hedges
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net		$ (10.2)		$ (3.8)

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Derivatives - Derivative Positions (Details)	Sep. 30, 2024 contract
Derivatives
Outstanding derivative contracts	0

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Fair Value Measurements - Recurring Measurements (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Assets:
Derivative assets		$ 9.6
Derivative assets	$ 10.8
Derivative liabilities:
Total derivative liabilities		(52.5)
Fair Value, Measurements, Recurring
Assets:
Derivative assets		11.6
Derivative assets	10.8
Pension plan investments	28.0	27.0
Total recurring assets at fair value	38.8	38.6
Derivative liabilities:
Total derivative liabilities	0.0	(52.5)
Precious metals obligations	(5.6)	(6.9)
Liability awards	(53.6)	(64.2)
Total recurring liabilities at fair value	(59.2)	(123.6)
Fair Value, Measurements, Recurring | Inventory Financing Obligations
Derivative liabilities:
Total derivative liabilities	0.0	(52.5)
Fair Value, Measurements, Recurring | Inventory Financing Obligations
Assets:
Derivative assets	10.8	0.0
Fair Value, Measurements, Recurring | Crack Spread Swaps
Assets:
Derivative assets		11.6
Derivative assets	0.0
Fair Value, Measurements, Recurring | Level 1
Assets:
Derivative assets	0.0	0.0
Pension plan investments	3.8	3.5
Total recurring assets at fair value	3.8	3.5
Derivative liabilities:
Total derivative liabilities	0.0	0.0
Precious metals obligations	(5.6)	(6.9)
Liability awards	(53.6)	(64.2)
Total recurring liabilities at fair value	(59.2)	(71.1)
Fair Value, Measurements, Recurring | Level 1 | Inventory Financing Obligations
Derivative liabilities:
Total derivative liabilities	0.0	0.0
Fair Value, Measurements, Recurring | Level 1 | Inventory Financing Obligations
Assets:
Derivative assets	0.0	0.0
Fair Value, Measurements, Recurring | Level 1 | Crack Spread Swaps
Assets:
Derivative assets	0.0	0.0
Fair Value, Measurements, Recurring | Level 2
Assets:
Derivative assets	0.0	0.0
Pension plan investments	24.2	23.5
Total recurring assets at fair value	24.2	23.5
Derivative liabilities:
Total derivative liabilities	0.0	0.0
Precious metals obligations	0.0	0.0
Liability awards	0.0	0.0
Total recurring liabilities at fair value	0.0	0.0
Fair Value, Measurements, Recurring | Level 2 | Inventory Financing Obligations
Derivative liabilities:
Total derivative liabilities	0.0	0.0
Fair Value, Measurements, Recurring | Level 2 | Inventory Financing Obligations
Assets:
Derivative assets	0.0	0.0
Fair Value, Measurements, Recurring | Level 2 | Crack Spread Swaps
Assets:
Derivative assets	0.0	0.0
Fair Value, Measurements, Recurring | Level 3
Assets:
Derivative assets		11.6
Derivative assets	10.8
Pension plan investments	0.0	0.0
Total recurring assets at fair value	10.8	11.6
Derivative liabilities:
Total derivative liabilities	0.0	(52.5)
Precious metals obligations	0.0	0.0
Liability awards	0.0	0.0
Total recurring liabilities at fair value	0.0	(52.5)
Fair Value, Measurements, Recurring | Level 3 | Inventory Financing Obligations
Derivative liabilities:
Total derivative liabilities	0.0	(52.5)
Fair Value, Measurements, Recurring | Level 3 | Inventory Financing Obligations
Assets:
Derivative assets	10.8	0.0
Fair Value, Measurements, Recurring | Level 3 | Crack Spread Swaps
Assets:
Derivative assets		$ 11.6
Derivative assets	$ 0.0

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Fair Value Measurements - Changes in Fair Value of Level 3 (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Summary of net changes in fair value of the company's level 3 financial assets and liabilities
Realized loss on derivative instruments	$ 15.2	$ (54.3)	$ 9.6	$ (14.5)
Unrealized gain (loss) on derivative instruments	13.6	(36.3)	52.3	18.8
Level 3
Summary of net changes in fair value of the company's level 3 financial assets and liabilities
Fair value at January 1,			(40.8)	(73.8)
Realized loss on derivative instruments			(42.7)	(33.3)
Unrealized gain (loss) on derivative instruments			52.3	18.8
Settlements			42.7	33.3
Fair value at June 30,	$ 11.5	$ (55.0)	$ 11.5	$ (55.0)

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Fair Value Measurements - Carrying Value (Details) - USD ($) $ / shares in Units, $ in Millions	Sep. 30, 2024	Jul. 10, 2024	Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Class of warrants issued	2,000,000	2,000,000.0
Exercise price		$ 20.00
MRL term loan credit agreement	$ 73.9		$ 74.4
MRL asset financing arrangements	372.5		384.6
Shreveport terminal asset financing arrangement
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Asset financing arrangement	44.9		50.8
Montana terminal asset financing arrangement
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Asset financing arrangement	34.7
Montana refinery asset financing arrangement
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Asset financing arrangement	110.0
Fair Value | Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Notes payable, fair value disclosure	1,207.9		1,247.2
Fair Value | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Revolving credit facility	225.9		136.7
MRL revolving credit agreement			13.0
MRL term loan credit agreement	73.9		74.4
MRL asset financing arrangements	372.5		384.6
Finance leases and other obligations	2.9		3.0
Fair Value | Level 3 | Shreveport terminal asset financing arrangement
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Asset financing arrangement	44.9		50.8
Fair Value | Level 3 | Montana terminal asset financing arrangement
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Asset financing arrangement	34.7		0.0
Fair Value | Level 3 | Montana refinery asset financing arrangement
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Asset financing arrangement	110.0		0.0
Carrying Value | Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Notes payable, fair value disclosure	1,205.1		1,232.3
Carrying Value | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Revolving credit facility	222.5		134.4
MRL revolving credit agreement	(0.6)		12.4
MRL term loan credit agreement	71.6		71.6
MRL asset financing arrangements	369.6		381.6
Finance leases and other obligations	2.9		3.0
Carrying Value | Level 3 | Shreveport terminal asset financing arrangement
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Asset financing arrangement	44.4		$ 50.1
Carrying Value | Level 3 | Montana terminal asset financing arrangement
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Asset financing arrangement	34.5
Carrying Value | Level 3 | Montana refinery asset financing arrangement
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Asset financing arrangement	$ 109.3

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Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator for basic and diluted earnings per limited partner unit:
Net income (loss)	$ (100.6)	$ 99.8	$ (181.3)	$ 96.1
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Basic weighted average limited partner units outstanding	85,530,080	80,172,810	82,158,405	80,046,930
Diluted weighted average limited partner units outstanding	85,530,080	80,387,278	82,158,405	80,148,519
Earnings Per Share [Abstract]
Basic	$ (1.18)	$ 1.24	$ (2.21)	$ 1.20
Diluted	$ (1.18)	$ 1.24	$ (2.21)	$ 1.20

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Segments and Related Information - Schedule of Reportable Segment Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Reportable segment information
Sales	$ 1,100.4	$ 1,149.4	$ 3,239.9	$ 3,204.5
Adjusted EBITDA	49.8	75.4	138.2	220.8
Reconciling items to net loss:
Depreciation and amortization	45.3	43.6	136.6	123.7
LCM / LIFO (gain) loss	9.4	(4.5)	8.9	9.4
Interest expense	57.7	58.7	175.3	163.7
Debt extinguishment costs		0.3	0.3	5.5
Unrealized (gain) loss on derivatives	(13.6)	36.3	(52.3)	(18.8)
RINs mark-to-market gain	32.8	(173.4)	(26.1)	(215.9)
Other non-recurring expenses	12.1	2.5	72.1	35.5
Equity-based compensation and other items	7.0	13.8	4.4	21.0
Income tax expense	0.7	0.5	1.4	1.4
Noncontrolling interest adjustments	(1.0)	(2.2)	(1.1)	(0.8)
Net income (loss)	(100.6)	99.8	(181.3)	96.1
Capital expenditures	19.4	48.0	69.6	269.2
PP&E, net	1,453.3	1,526.9	1,453.3	1,526.9	$ 1,506.3
External customers
Reportable segment information
Sales	1,100.4	1,149.4	3,239.9	3,204.5
Eliminations
Reportable segment information
Sales	(6.4)	(2.6)	(18.6)	(13.3)
Eliminations | Inter-segment sales
Reportable segment information
Sales	(6.4)	(2.6)	(18.6)	(13.3)
Specialty Products and Solutions
Reconciling items to net loss:
Gain on business interruption insurance recovery		7.1		9.5
Specialty Products and Solutions | Operating Segments
Reportable segment information
Sales	720.3	748.2	2,160.1	2,181.6
Adjusted EBITDA	42.6	38.6	150.2	175.6
Reconciling items to net loss:
Depreciation and amortization	17.4	19.0	53.1	54.2
LCM / LIFO (gain) loss	4.2	(4.4)	1.3	(1.7)
Interest expense	5.6	7.1	17.3	20.4
Debt extinguishment costs			0.1
Unrealized (gain) loss on derivatives	(13.6)	26.2	(52.3)	(22.6)
RINs mark-to-market gain	22.6	(118.3)	(16.9)	(146.9)
Capital expenditures	9.4	25.4	41.0	65.4
PP&E, net	355.7	375.7	355.7	375.7
Specialty Products and Solutions | Operating Segments | External customers
Reportable segment information
Sales	714.0	745.7	2,141.8	2,168.5
Specialty Products and Solutions | Operating Segments | Inter-segment sales
Reportable segment information
Sales	6.3	2.5	18.3	13.1
Performance Brands
Reconciling items to net loss:
Gain on business interruption insurance recovery		3.2		8.2
Performance Brands | Operating Segments
Reportable segment information
Sales	80.4	75.3	256.4	239.7
Adjusted EBITDA	13.6	13.2	41.1	41.8
Reconciling items to net loss:
Depreciation and amortization	2.2	2.5	6.5	7.4
LCM / LIFO (gain) loss	0.8	0.1	0.8	2.2
Interest expense			0.1	0.1
Capital expenditures	0.2	0.4	0.8	1.4
PP&E, net	32.0	33.2	32.0	33.2
Performance Brands | Operating Segments | External customers
Reportable segment information
Sales	80.3	75.2	256.1	239.5
Performance Brands | Operating Segments | Inter-segment sales
Reportable segment information
Sales	0.1	0.1	0.3	0.2
Montana/Renewables
Reconciling items to net loss:
Gain on business interruption insurance recovery				28.4
Montana/Renewables | Operating Segments
Reportable segment information
Sales	306.1	328.5	842.0	796.5
Adjusted EBITDA	12.7	38.2	5.8	56.0
Reconciling items to net loss:
Depreciation and amortization	25.5	21.9	76.3	61.3
LCM / LIFO (gain) loss	4.4	(0.2)	6.8	8.9
Interest expense	15.7	18.4	48.7	48.3
Unrealized (gain) loss on derivatives		10.1		3.8
RINs mark-to-market gain	10.2	(55.1)	(9.2)	(69.0)
Capital expenditures	8.9	22.1	25.1	202.0
PP&E, net	1,061.1	1,116.0	1,061.1	1,116.0
Montana/Renewables | Operating Segments | External customers
Reportable segment information
Sales	306.1	328.5	842.0	796.5
Corporate | Operating Segments
Reportable segment information
Adjusted EBITDA	(19.1)	(14.6)	(58.9)	(52.6)
Reconciling items to net loss:
Depreciation and amortization	0.2	0.2	0.7	0.8
Interest expense	36.4	33.2	109.2	94.9
Debt extinguishment costs		0.3	0.2	5.5
Capital expenditures	0.9	0.1	2.7	0.4
PP&E, net	$ 4.5	$ 2.0	$ 4.5	$ 2.0

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Segments and Related Information - Schedule of Product Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Major product category sales
Sales	$ 1,100.4	$ 1,149.4	$ 3,239.9	$ 3,204.5
Product Concentration Risk | Sales
Major product category sales
Sales	$ 1,100.4	$ 1,149.4	$ 3,239.9	$ 3,204.5
Concentration risk, percentage	100.00%	100.00%	100.00%	100.00%
Product Concentration Risk | Specialty Products and Solutions | Sales
Major product category sales
Sales	$ 714.0	$ 745.7	$ 2,141.8	$ 2,168.5
Concentration risk, percentage	64.90%	64.90%	66.10%	67.70%
Product Concentration Risk | Montana/Renewables | Sales
Major product category sales
Sales	$ 306.1	$ 328.5	$ 842.0	$ 796.5
Concentration risk, percentage	27.80%	28.60%	26.00%	24.80%
Product Concentration Risk | Performance Brands | Sales
Major product category sales
Sales	$ 80.3	$ 75.2	$ 256.1	$ 239.5
Concentration risk, percentage	7.30%	6.50%	7.90%	7.50%
Lubricating oils | Product Concentration Risk | Specialty Products and Solutions | Sales
Major product category sales
Sales	$ 192.5	$ 175.8	$ 598.1	$ 577.2
Concentration risk, percentage	17.50%	15.30%	18.50%	18.00%
Solvents | Product Concentration Risk | Specialty Products and Solutions | Sales
Major product category sales
Sales	$ 106.1	$ 92.1	$ 318.0	$ 294.9
Concentration risk, percentage	9.60%	8.00%	9.80%	9.20%
Waxes | Product Concentration Risk | Specialty Products and Solutions | Sales
Major product category sales
Sales	$ 38.8	$ 40.1	$ 117.9	$ 124.5
Concentration risk, percentage	3.50%	3.50%	3.60%	3.90%
Fuels, asphalt and other by-products | Product Concentration Risk | Specialty Products and Solutions | Sales
Major product category sales
Sales	$ 376.6	$ 437.7	$ 1,107.8	$ 1,171.9
Concentration risk, percentage	34.30%	38.10%	34.20%	36.60%
Gasoline | Product Concentration Risk | Montana/Renewables | Sales
Major product category sales
Sales	$ 40.8	$ 47.9	$ 110.0	$ 131.6
Concentration risk, percentage	3.70%	4.20%	3.40%	4.10%
Diesel | Product Concentration Risk | Montana/Renewables | Sales
Major product category sales
Sales	$ 31.0	$ 39.9	$ 87.9	$ 108.7
Concentration risk, percentage	2.80%	3.50%	2.70%	3.40%
Jet fuel | Product Concentration Risk | Montana/Renewables | Sales
Major product category sales
Sales	$ 5.3	$ 5.9	$ 14.8	$ 16.5
Concentration risk, percentage	0.50%	0.50%	0.50%	0.50%
Asphalt, heavy fuel oils and other | Product Concentration Risk | Montana/Renewables | Sales
Major product category sales
Sales	$ 51.3	$ 50.2	$ 118.5	$ 108.3
Concentration risk, percentage	4.70%	4.30%	3.70%	3.30%
Renewable fuels | Product Concentration Risk | Montana/Renewables | Sales
Major product category sales
Sales	$ 177.7	$ 184.6	$ 510.8	$ 431.4
Concentration risk, percentage	16.10%	16.10%	15.70%	13.50%

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Segments and Related Information - Narrative (Details) - item	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segments and Related Information
Number of major supplier	3	2	3	2
Supplier Concentration Risk | Two Suppliers | percentage
Segments and Related Information
Concentration risk, percentage		89.00%		91.40%
Supplier Concentration Risk | Three Suppliers | percentage
Segments and Related Information
Concentration risk, percentage	90.80%		83.80%

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Income Taxes (Details)	1 Months Ended	2 Months Ended
	Jul. 31, 2024	Sep. 30, 2024
Income Taxes
Effective tax rate compared	0.70%	0.70%

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Unrestricted Subsidiaries - Schedule of Financial Information (Details) - USD ($) $ in Millions	Sep. 30, 2024	Jun. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Schedule of Equity Method Investments
Cash and cash equivalents	$ 34.6		$ 7.9	$ 13.7
Accounts receivable - trade	279.6		252.4
Accounts receivable - other	26.0		33.8
Inventory	409.5		439.4
Prepaid expenses and other current assets	40.1		51.6
Property, plant and equipment, net	1,453.3		1,506.3	1,526.9
Other noncurrent assets, net	397.0		450.3
Accounts payable	321.6		322.0
Accrued interest payable	42.7		48.7
Obligations under inventory financing agreements	44.8		190.4
Other current liabilities	85.4		131.5
Current portion of long-term debt	400.3		55.7
Other long-term liabilities	153.3		53.6
Long-term debt, less current portion	1,659.0		1,829.7
Redeemable noncontrolling interest	245.6		245.6
Stockholders' equity	(672.2)	$ (566.4)	(490.3)	$ (443.2)	$ (543.4)	$ (533.3)
Eliminations
Schedule of Equity Method Investments
Cash and cash equivalents	0.0		0.0
Accounts receivable - trade	0.0		0.0
Accounts receivable - other	0.0		0.0
Inventory	0.0		0.0
Prepaid expenses and other current assets	0.0		0.0
Property, plant and equipment, net	0.0		0.0
Other noncurrent assets, net	0.0		0.0
Accounts payable	(408.8)		(293.7)
Accrued interest payable	0.0		0.0
Obligations under inventory financing agreements	0.0		0.0
Other current liabilities	0.0		0.0
Current portion of long-term debt	0.0		0.0
Other long-term liabilities	0.0		0.0
Long-term debt, less current portion	(98.3)		(100.0)
Redeemable noncontrolling interest	0.0		0.0
Stockholders' equity	(18.8)		(18.8)
Parent Company and Restricted Subsidiaries
Schedule of Equity Method Investments
Cash and cash equivalents	30.9		7.3
Accounts receivable - trade	256.2		230.7
Accounts receivable - other	18.6		24.8
Inventory	354.7		353.1
Prepaid expenses and other current assets	20.3		14.6
Property, plant and equipment, net	705.4		731.7
Other noncurrent assets, net	384.4		436.9
Accounts payable	278.7		282.4
Accrued interest payable	41.6		47.8
Obligations under inventory financing agreements	0.0		126.0
Other current liabilities	75.2		104.5
Current portion of long-term debt	381.4		38.8
Other long-term liabilities	152.0		50.6
Long-term debt, less current portion	1,236.6		1,381.0
Redeemable noncontrolling interest	0.0		0.0
Stockholders' equity	(228.7)		(174.3)
Unrestricted Subsidiaries
Schedule of Equity Method Investments
Cash and cash equivalents	3.7		0.6
Accounts receivable - trade	23.4		21.7
Accounts receivable - other	7.4		9.0
Inventory	54.8		86.3
Prepaid expenses and other current assets	19.8		37.0
Property, plant and equipment, net	747.9		774.6
Other noncurrent assets, net	12.6		13.4
Accounts payable	451.7		333.3
Accrued interest payable	1.1		0.9
Obligations under inventory financing agreements	44.8		64.4
Other current liabilities	10.2		27.0
Current portion of long-term debt	18.9		16.9
Other long-term liabilities	1.3		3.0
Long-term debt, less current portion	520.7		548.7
Redeemable noncontrolling interest	245.6		245.6
Stockholders' equity	$ (424.7)		$ (297.2)

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Unrestricted Subsidiaries - Income statement information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Schedule of Equity Method Investments
Sales	$ 1,100.4	$ 1,149.4	$ 3,239.9	$ 3,204.5
Cost of sales	1,095.5	887.9	3,092.7	2,774.9
Gross profit (loss)	4.9	261.5	147.2	429.6
Operating costs and expenses:
General and administrative	40.2	40.2	101.0	103.0
Other operating expense	(6.9)	4.1	(17.1)	(4.1)
Operating income (loss)	(57.1)	213.0	(14.6)	281.1
Other income (expense):
Interest expense	(57.7)	(58.7)	(175.3)	(163.7)
Gain (loss) on derivative instruments	15.2	(54.3)	9.6	(14.5)
Other income	(0.3)	0.6	0.7	0.1
Total other expense	(42.8)	(112.7)	(165.3)	(183.6)
Net income (loss)	(100.6)	99.8	(181.3)	96.1
Unrestricted Subsidiaries
Schedule of Equity Method Investments
Sales	177.7	184.6	510.9	431.4
Cost of sales	180.6	175.8	543.8	483.0
Gross profit (loss)	(2.9)	8.8	(32.9)	(51.6)
Operating costs and expenses:
General and administrative	6.9	5.8	20.3	15.1
Other operating expense	(4.0)	(0.2)	(6.8)	(4.0)
Operating income (loss)	(13.8)	2.8	(60.0)	(70.7)
Other income (expense):
Interest expense	(25.9)	(22.7)	(72.4)	(59.5)
Gain (loss) on derivative instruments	(1.6)	(4.6)	4.3	(3.2)
Other income		0.7	0.6	0.7
Total other expense	(27.5)	(26.6)	(67.5)	(62.0)
Net income (loss)	$ (41.3)	$ (23.8)	$ (127.5)	$ (132.7)

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Redeemable Noncontrolling Interest - Narrative (Details) - USD ($) $ in Millions	Oct. 03, 2022	Aug. 05, 2022	Sep. 30, 2024	Dec. 31, 2023
Redeemable Noncontrolling Interest
Redeemable noncontrolling interest			$ 245.6	$ 245.6
MRHL
Redeemable Noncontrolling Interest
Issued and sold preferred units		12,500,000
Redeemable noncontrolling interest		$ 250.0
Immediate cash payment	$ 50.0	$ 200.0
Exchange for a percentage interest		14.20%
Temporary equity, preferred return, percentage		8.00%
Temporary equity preferred return, multiple of invested capital		1.35
Temporary equity preferred return, multiple of invested capital annual increases		0.01
Cash distribution priority to preferred unit holders, until preferred return		37.50%
Cash distribution, priority to other members, until preferred return		62.50%
Cash distribution, priority given for members after preferred return distribution		100.00%
Distribution for income taxes on allocations, term		30 days
MRHL | Maximum
Redeemable Noncontrolling Interest
Temporary equity preferred return, multiple of invested capital		1.40

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Redeemable Noncontrolling Interest (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
MRHL
Redeemable Noncontrolling Interest
Redeemable noncontrolling interest	$ 245.6	$ 245.6

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Subsequent Events (Details) - Subsequent Event - USD ($) $ in Millions	Oct. 23, 2024	Oct. 16, 2024
Subsequent Events
Guarantor obligations, maximum exposure		$ 1,440
Percentage of outstanding principal	69.00%
Fixed interest rate	11.00%