LEASE AMENDMENT NO. 2
This LEASE AMENDMENT NO. 2 (this “Amendment”), dated as of July 31, 2024 is by and between MONTANA 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 the MLA, 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”; the Pre-Treater Schedule incorporating the terms of the MLA, the “Pre-Treater Lease”; the Pre- Treater Schedule and the Hydrocracker Schedule together, the “Schedules” and the Hydrocracker Lease and Pre-Treater Lease together, the “Leases”);
WHEREAS, Lessee has requested that Lessor amend certain covenants set forth in Section 12 of each Schedule;
WHEREAS, Lessor is willing to make such amendments pursuant to the terms hereof.
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. Subject to the terms and conditions of this Amendment, as of the date hereof, Lessee and 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, or a waiver of any other terms or provisions thereof, each of which shall continue in full force and effect, in each case as amended hereby.
4.Obligations Absolute; No Waiver. Nothing in this Amendment or otherwise shall serve to modify the absolute nature of Lessee’s obligations under the Lease Documents, shall be deemed to be a waiver of any rights of Lessor under the Lease 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 representations and warranties of Lessee set forth in the Lease Documents are true and correct in all material respects (except to the extent qualified by materiality, material adverse effect, or words of similar effect, in which case such applicable representations and warranties are true and correct in all respects) on and as of the date hereof (except to the extent any such representations and warranties are expressly limited to an earlier date, in which case the specified earlier date shall apply);
(b) the execution, delivery, and performance by Lessee of this Amendment is within the powers and authority of Lessee 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 the extent that enforceability may be limited by applicable 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 forever discharges Lessor, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations,
