CLMT 8-K
Calumet, Inc. /DE (CLMT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
Eleventh Amendment to Third Amended and Restated Credit Agreement
On September 11, 2026, Calumet, Inc. (the “Company”) entered into the Eleventh Amendment to the Third Amended and Restated Credit Agreement (the “Eleventh Amendment”). The Eleventh Amendment amended the Third Amended and Restated Credit Agreement, dated as of February 23, 2018 (the “Credit Agreement”), by and among Calumet GP, LLC, Calumet Specialty Products Partners, L.P. (the “Partnership”), certain subsidiaries of the Company party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. Among other changes, the Eleventh Amendment modified the Credit Agreement to provide for an increase in commitments from $500.0 million to $600.0 million, subject to borrowing base limitations.
The foregoing description of the Eleventh Amendment is qualified in its entirety by reference to the full text of the Eleventh Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Third Amendment to the Monetization Master Agreement
On September 11, 2026, in connection with the Eleventh Amendment described above, the Company entered into the Fourth Amendment (the “Fourth Amendment”) to the Monetization Master Agreement with J. Aron & Company LLC (“J. Aron”) and the other parties thereto. The Fourth Amendment amended the Monetization Master Agreement, dated as of January 17, 2024 (the “Monetization Master Agreement”), among the Partnership, J. Aron and certain subsidiaries of the Partnership. Among other changes, the Fourth Amendment modified the Monetization Master Agreement to permit the increase in commitments under the Credit Agreement provided for under the Eleventh Amendment.
The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Exhibit Title or Description | |
| 10.1 | Eleventh Amendment to Third Amended and Restated Credit Agreement, dated as of September 11, 2026, by and among Calumet, Inc., Bank of America, N.A. and the other parties signatory thereto. | |
| 10.2 | Fourth Amendment to the Monetization Master Agreement, dated as of September 11, 2026, by and among Calumet, Inc., J. Aron & Company LLC and the other parties thereto. | |
| 104 | Cover Page Interactive Data File- the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CALUMET, INC. | ||||||
| Date: September 14, 2026 | By: | /s/ David Lunin | ||||
| Name: | David Lunin | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
Exhibit 10.1
EXECUTION VERSION
ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
This ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Eleventh Amendment”) is dated as of September 11, 2026 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 (each individually an “Eleventh Amendment Lender” and collectively the “Consenting Eleventh Amendment Lenders”) 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, Fifth Amendment to Third Amended and Restated Credit Agreement dated as of July 10, 2024, Consent and Sixth Amendment to Third Amended and Restated Credit Agreement dated as of September 30, 2024, Seventh Amendment to Third Amended and Restated Credit Agreement dated as of January 6, 2025, Eighth Amendment to Third Amended and Restated Credit Agreement dated as of July 25, 2025, Ninth Amendment to Third Amended and Restated Credit Agreement dated as of January 23, 2026 and Tenth Amendment to Third Amended and Restated Credit Agreement dated as of March 12, 2026, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended or otherwise modified from time to time, including by the amendments set forth in Section 1 and the modifications set forth in Section 2 below, the “Credit Agreement”; capitalized terms used in this Eleventh Amendment not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement).
B. The Borrowers have requested to amend the Existing Credit Agreement to make certain changes as agreed between the Borrowers, the Agent and the Consenting Eleventh Amendment Lenders, including an increase in the Revolver Commitments pursuant to Section 2.2 of the Existing Credit Agreement by an aggregate principal amount of $100,000,000 such that the Revolver Commitments total $600,000,000 in the aggregate, upon the effectiveness of this Eleventh Amendment following the satisfaction of each of the conditions precedent set forth herein.
C. The Consenting Eleventh Amendment Lenders party hereto, the Borrower and the Agent have agreed to amend the Existing Credit Agreement, on the terms and conditions contained in this Eleventh Amendment. Each Consenting Eleventh Amendment Lender has agreed to (i) provide an increase in the Revolver Commitment (“Eleventh Amendment Revolver Commitment Increase”) such that the Revolver Commitment of such Consenting Eleventh Amendment Lender shall be in the amount set forth opposite such Consenting Eleventh Amendment Lender’s name on the table set forth on Annex A hereto and (ii) make available the Eleventh Amendment Revolver Commitment Increase on the Eleventh Amendment Effective Date (as defined below).
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. | Amendments to the Existing Credit Agreement. |
The Existing Credit Agreement is, effective as of the Eleventh Amendment Effective Date (as defined below), hereby amended as follows:
| (a) | The following defined terms shall be added to Section 1.1 of the Credit Agreement: |
“Eleventh Amendment” – that certain Eleventh Amendment to Third Amended and Restated Credit Agreement dated as of September 11, 2026, among Parent, CSPP, the Subsidiaries of Parent listed as Borrowers on the signature pages thereto, the Consenting Eleventh Amendment Lenders party thereto and Agent.
“Eleventh Amendment Effective Date”— the “Eleventh Amendment Effective Date” as defined in the Eleventh Amendment.
| (b) | Section 1.1 of the Credit Agreement is hereby amended by amending and restating in its entirety the following definition: |
““Revolver Commitment” - for any Lender, its obligation to make Revolver Loans and to participate in LC Obligations up to the maximum principal amount shown on Schedule 1.1A (as such Schedule may be amended or replaced from time to time) under the heading “Revolver Commitment”, as such amount may be increased from time to time in accordance with Section 2.1.1(c), or as specified hereafter in the most recent Assignment and Acceptance to which it is party and entered into pursuant to Section 12.3. “Revolver Commitments” means the aggregate amount of such commitments of all Lenders, as such amount may be increased from time to time in accordance with Section 2.1.1(c) or Section 2.2 or decreased from time to time in accordance with Section 2.1.3(b). As of the Eleventh Amendment Effective Date, the Revolver Commitments total $600,000,000 in the aggregate. Upon the consummation of the Money Center Bank Inventory Structuring Commencement Date, the Revolver Commitments will automatically be reduced to total $525,000,000 in the aggregate.”
| (c) | Schedule 1.1A is hereby amended and restated in its entirety such that it reads as set forth on Annex A hereto. |
| 2. | Acknowledgements of Impact of Amendments Under Sections 1.4 and 4.1.3 of the Credit Agreement. |
| (a) | Notwithstanding the provisions set forth in Section 1.4 of the Credit Agreement or any other provision set forth in the Credit Agreement or any other Loan Document to the contrary, the fixed Dollar component of Availability tests set forth in the definitions of “Cash Dominion Trigger Event”, “Pro Forma Basis” (in the penultimate paragraph of such definition) and “Reporting Trigger Event” and in Sections 9.2.6(d)(vi) and 9.3.1 of the Credit Agreement shall not be increased ratably on account of the increase in the Commitments effected pursuant to this Eleventh Amendment. For the avoidance of doubt, the fixed Dollar component of Availability tests set forth in the definitions of “Cash Dominion Trigger Event”, “Pro Forma Basis” (in the penultimate paragraph of such definition) and “Reporting Trigger Event” and in Sections 9.2.6(d)(vi) and 9.3.1 of the Credit Agreement shall remain at the levels set forth in the Existing Credit Agreement as in effect immediately prior to the effectiveness of this Eleventh Amendment. |
| (b) | Notwithstanding the provisions set forth in Section 4.1.3 of the Credit Agreement or any other provision set forth in the Credit Agreement or any other Loan Document to the contrary, the Swingline Sublimit shall remain equal to the Dollar Equivalent Amount of $42,500,000 unless and until (i) the Borrowers and the Agent agree to the contrary or (ii) the aggregate Commitments are increased on any date after the Eleventh Amendment Effective Date. |
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3. Effectiveness; Conditions Precedent to Eleventh Amendment. This Eleventh Amendment shall be effective upon the satisfaction of each of the following conditions precedent (such date, the “Eleventh Amendment Effective Date”):
(a) Agent’s receipt of executed counterparts of this Eleventh Amendment executed by all Borrowers, all Guarantors (if any), Agent and the Consenting Eleventh Amendment Lenders;
(b) Agent’s receipt of certified (i) resolutions of the board of directors or other applicable governing body of each applicable Borrower and Guarantor which authorize the execution, delivery and performance of this Eleventh Amendment and the other Credit Documents by all Borrowers and Guarantors (if any) party hereto and (ii) copies of the Organization Documents of each Borrower and Guarantor certified to be true and 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 such Obligor to be true and correct as of the Eleventh Amendment Effective Date; provided that, with respect to each Borrower and Guarantor, as applicable, a certification by the secretary or an assistant secretary of Parent certifying that the Organization Documents of each such Borrower and Guarantor delivered pursuant hereto are true, correct and complete and that there are no other amendments or modifications thereto as of the Eleventh Amendment Effective Date shall satisfy this clause (b)(ii) with respect to such Borrowers;
(c) Agent’s receipt of a legal opinion of Norton Rose Fulbright US LLP, counsel for Obligors, dated as of the Eleventh Amendment Effective Date, in form and substance reasonably satisfactory to Agent;
(d) Agent’s receipt of a certificate or certificates executed by a Senior Officer of each Borrower as of the Eleventh Amendment Effective Date, stating that the representations and warranties in Section 4(a) and Section 4(b) of this Eleventh Amendment are true and correct as of the Eleventh Amendment Effective Date;
(e) Agent shall have received an updated Borrowing Base Certificate calculated on a pro forma basis to give effect to the Eleventh Amendment as of the last day of the month immediately preceding the Eleventh Amendment Effective Date;
(f) Agent shall have received such documents and certifications as Agent may reasonably require to evidence that each Obligor is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in the jurisdiction of its incorporation or organization;
(g) 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 has received an invoice therefor at least two Business Days prior to the Eleventh Amendment Effective Date (without prejudice to any post-closing settlement of such fees, costs and expenses to the extent not so invoiced);
(h) The Agent and the Consenting Eleventh Amendment Lenders shall have received, to the extent requested at least three (3) Business Days prior to the Eleventh Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, including a Beneficial Ownership Certification in relation to Parent that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation;
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(i) Agent shall have received such documentation and other information as has been reasonably requested by Agent in connection with this Eleventh Amendment and the transactions contemplated hereby, in each case, so long as such the request for such documentation or information, as applicable, is received at least two Business Days prior to the Eleventh Amendment Effective Date;
(j) Agent shall have received searches as of a recent date prior to the Eleventh Amendment Effective Date of UCC, judgment lien, tax lien and litigation lien search reports in the jurisdiction of the chief executive office of each of the Borrowers and Guarantors and each jurisdiction where any Collateral is located, copies of the financing statements and liens on file in such jurisdictions and evidence that no Liens exist thereon other than Permitted Liens, including evidence that the “Collateral” (as defined in the “Collateral Trust Agreement” (as such term is defined in the Hedge Intercreditor Agreement)) does not consist of any Collateral;
(k) Borrowers shall have paid to the Agent, for the benefit of itself and each Lender (including Bank of America) the fees set forth in that certain Fee Letter, dated September 10, 2026 between Parent and Agent; and
(l) a Note executed by each Borrower in favor of each Consenting Eleventh Amendment Lender requesting a Note.
Without limiting the generality of the provisions of Section 11.3 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Eleventh 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 Eleventh Amendment Effective Date specifying its objection thereto.
4. Representations and Warranties. In order to induce Agent and Lenders to enter into this Eleventh Amendment, each of the Obligors represents and warrants to Agent and Lenders on each of the Eleventh Amendment Effective Date 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 to and immediately after giving effect to this Eleventh Amendment, no Default or Event of Default exists;
(c) such Obligor party hereto has all requisite corporate or other organizational power and authority (as applicable) to execute and deliver this Eleventh Amendment;
(d) the execution, delivery and performance of this Eleventh 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 such Obligor is a party or subject, any Organization Document of such Obligor or any Applicable Law;
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(e) this Eleventh Amendment has been duly executed and delivered on behalf of each Borrower party hereto; and
(f) this Eleventh 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 an 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 to the amendments and modifications to the Existing Credit Agreement effected hereby, (b) confirms and agrees that, notwithstanding the effectiveness of this Eleventh Amendment, each Credit Document to which it is a party is, and the obligations of such Obligor contained in the Existing 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 Eleventh 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 Eleventh 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 Eleventh Amendment, the Credit Agreement (including giving effect to the amendments set forth in Section 1 and modifications set forth in Section 2 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 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 Eleventh 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 Eleventh Amendment is a Credit Document. Except as expressly modified hereby, all terms and provisions of the Existing Credit Agreement and all other Credit Documents remain in full force and effect and nothing contained in this Eleventh Amendment shall in any way impair the validity or enforceability of the Existing 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. Nothing contained herein shall be deemed to constitute a novation or satisfaction of the Existing Credit Agreement.
8. Counterparts. This Eleventh 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 Eleventh 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, 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.
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9. Governing Law; Jurisdiction; Waiver of Jury Trial. THIS ELEVENTH 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 ELEVENTH 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 Eleventh Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Eleventh 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 after giving effect to the amendments contained in this Eleventh Amendment.
12. Successors and Assigns. This Eleventh 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.
[Signature pages follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Eleventh 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 A. Lunin | |
| Name: | David A. Lunin | |
| Title: | Executive Vice President and Chief Financial Officer | |
| CALUMET GP, LLC | ||
| By: | /s/ David A. Lunin | |
| Name: | David A. Lunin | |
| Title: | Executive Vice President and Chief Financial Officer |
ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
| CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. | ||||
| By: Calumet GP, LLC, its general partner | ||||
| By: | /s/ David A. Lunin | |||
| Name: David A. Lunin | ||||
| Title: Executive Vice President and Chief Financial Officer | ||||
| CALUMET OPERATING, LLC | ||
| By: | /s/ David A. Lunin | |
| Name: | David A. Lunin | |
| Title: | Executive Vice President and Chief Financial Officer | |
| CALUMET FINANCE CORP. | ||
| By: | /s/ David A. Lunin | |
| Name: | David A. Lunin | |
| Title: | Executive Vice President and Chief Financial Officer | |
| CALUMET INTERNATIONAL, INC. | ||
| By: | /s/ David A. Lunin | |
| Name: | David A. Lunin | |
| Title: | Executive Vice President and Chief Financial Officer | |
ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
| KURLIN COMPANY, LLC | ||
| By: | /s/ David A. Lunin | |
| Name: | David A. Lunin | |
| Title: | Executive Vice President and Chief Financial Officer |
| CALUMET BRANDED PRODUCTS, LLC | ||
| By: | /s/ David A. Lunin | |
| Name: | David A. Lunin | |
| Title: | Executive Vice President and Chief Financial Officer | |
| BEL-RAY COMPANY, LLC | ||
| By: | /s/ David A. Lunin | |
| Name: | David A. Lunin | |
| Title: | Executive Vice President and Chief Financial Officer |
ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
| CALUMET REFINING, LLC | ||
| By: | /s/ David A. Lunin | |
| Name: | David A. 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 A. Lunin | |
| Name: David A. Lunin | ||
| Title: Executive Vice President and Chief Financial Officer | ||
ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
| AGENT AND LENDERS: | BANK OF AMERICA, N.A., | |||||
| as Agent, a Consenting Eleventh Amendment Lender and an Issuing Bank | ||||||
| By: | /s/ Michael Danby | |||||
| Name: | Michael Danby | |||||
| Title: | Senior Vice President | |||||
ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
| BARCLAYS BANK PLC, | ||
| as a Consenting Eleventh Amendment Lender | ||
| By: | /s/ Evan Moriarty | |
| Name: | Evan Moriarty | |
| Title: | Authorized Signatory | |
ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
| WELLS FARGO BANK, NATIONAL ASSOCIATION, | ||
| as a Consenting Eleventh Amendment Lender and an Issuing Bank | ||
| By: | /s/ Julie Kann | |
| Name: | Julie Kann | |
| Title: | VP, ABL Account Executive | |
ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
| REGIONS BANK, | ||
| as a Consenting Eleventh Amendment Lender | ||
| By: | /s/ Michael Dembski | |
| Name: | Michael Dembski | |
| Title: | Managing Director | |
ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
| BMO BANK N.A., | ||
| as a Consenting Eleventh Amendment Lender | ||
| By: | /s/ Patrick Roy | |
| Name: | Patrick Roy | |
| Title: | Director | |
ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
| U.S. BANK NATIONAL ASSOCIATION, | ||
| as a Consenting Eleventh Amendment Lender | ||
| By: | /s/ Rob Swenson | |
| Name: | Rob Swenson | |
| Title: | Senior Vice President | |
ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
| MORGAN STANLEY SENIOR FUNDING, INC., | ||
| as a Consenting Eleventh Amendment Lender | ||
| By: | /s/ Michael King | |
| Name: | Michael King | |
| Title: | Vice President | |
ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
| GOLDMAN SACHS BANK USA, as a Consenting Eleventh Amendment Lender | ||
| By: | /s/ Nicholas Merino | |
| Name: | Nicholas Merino | |
| Title: | Authorized Signatory | |
ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
| PNC BANK, NATIONAL ASSOCIATION, | ||
| as a Consenting Eleventh Amendment Lender | ||
| By: | /s/ Andrew Salmon | |
| Name: | Andrew Salmon | |
| Title: | Vice President | |
ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
ANNEX A
COMMITMENTS OF LENDERS
On the Eleventh Amendment Effective Date
| Lender |
Revolver Commitment |
|||
| Bank of America, N.A. |
$ | 108,000,000.00 | ||
| Barclays Bank PLC |
$ | 84,000,000.00 | ||
| Wells Fargo Bank, National Association |
$ | 84,000,000.00 | ||
| Regions Bank |
$ | 84,000,000.00 | ||
| BMO Bank N.A. |
$ | 66,000,000.00 | ||
| U.S. Bank National Association |
$ | 66,000,000.00 | ||
| PNC Bank, National Association |
$ | 48,000,000.00 | ||
| Goldman Sachs Bank USA |
$ | 30,000,000.00 | ||
| Morgan Stanley Senior Funding, Inc. |
$ | 30,000,000.00 | ||
|
|
|
|||
| TOTAL: |
$ | 600,000,000.00 | ||
|
|
|
|||
On the Money Center Bank Inventory Structuring Transaction Effective Date
| Lender |
Revolver Commitment |
|||
| Bank of America, N.A. |
$ | 94,500,000.00 | ||
| Barclays Bank PLC |
$ | 73,500,000.00 | ||
| Wells Fargo Bank, National Association |
$ | 73,500,000.00 | ||
| Regions Bank |
$ | 73,500,000.00 | ||
| BMO Bank N.A. |
$ | 57,750,000.00 | ||
| U.S. Bank National Association |
$ | 57,750,000.00 | ||
| PNC Bank, National Association |
$ | 42,000,000.00 | ||
| Goldman Sachs Bank USA |
$ | 26,250,000.00 | ||
| Morgan Stanley Senior Funding, Inc. |
$ | 26,250,000.00 | ||
|
|
|
|||
| TOTAL: |
$ | 525,000,000.00 | ||
|
|
|
|||
Exhibit 10.2
Execution Version
FOURTH AMENDMENT TO THE MONETIZATION MASTER AGREEMENT
This FOURTH AMENDMENT TO THE MONETIZATION MASTER AGREEMENT (this “Amendment”) is entered into as of September 11, 2026, 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 together with the Company, the “Transaction Parties”), Calumet, Inc., a Delaware corporation (“Calumet Parent”), and solely for Section 5(d) hereof, Calumet Specialty Products Partners, L.P., a Delaware limited partnership (“MLP Parent”) (each of the Transaction Parties, Calumet Parent, MLP Parent 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 Monetization Master Agreement, dated as of January 17, 2024 (as amended by that certain Omnibus Amendment Agreement, dated as of July 10, 2024, that certain Second Amendment to the Monetization Master Agreement, dated as of September 30, 2024, that certain Third Amendment to the Monetization Master Agreement, dated as of July 25, 2025, that certain Second Omnibus Amendment Agreement, dated as of March 30, 2026, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Monetization Master Agreement”);
WHEREAS, Aron, the Company and Calumet Refining entered into that (a) Financing Agreement, dated as of January 17, 2024 (as amended by that certain Second Omnibus Amendment Agreement, dated as of March 30, 2026, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), and (b) Supply and Offtake Agreement, dated as of January 17, 2024 (as amended by that certain Second Omnibus Amendment Agreement, dated as of March 30, 2026, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Supply and Offtake Agreement”);
WHEREAS, the lenders party to the ABL Credit Agreement and ABL Agent desire to upsize the ABL Credit Agreement on the terms and conditions contained in the proposed Eleventh Amendment to Third Amended and Restated Credit Agreement (“Eleventh 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, and Calumet Refining wish to make certain amendments to the Monetization Master Agreement in connection with the Eleventh Amendment.
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 Fourth Amendment Effective Date, the Parties hereby agree that the Monetization Master Agreement is hereby amended as follows: |
| (a) | Section 15.4(c)(xvi) of the Monetization Master Agreement is amended to delete the stricken text
(indicated textually in the same manner as the following example: |
“(xvi) Indebtedness (A) incurred under the Credit Facilities and any Refinancing Indebtedness in respect thereof, provided that,
after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (A) and then outstanding does not exceed the greater of (x) $500.0
$600.0 million and (y) the Indenture Derived
Borrowing Base, or (B) constituting Bank Product Indebtedness; provided, that, the administrative agent, trustee or a similar representative acting on behalf of the holders of such Indebtedness shall have become party to, and such
holders shall be bound by the terms of, the Intercreditor Agreement;”
| (b) | Annex I of the Monetization Master Agreement is hereby modified by adding the following new defined term (in appropriate alphabetical order): |
““Fourth Amendment” means that certain Fourth Amendment to the Monetization Master Agreement, dated as of September 11, 2026, by and among Aron, the Transaction Parties, Calumet Parent and MLP Parent.”
““Fourth Amendment Effective Date” has the meaning ascribed to the term “Fourth Amendment Effective Date” in the Third Amendment.”
| (c) | The following definition contained in Annex I of the Monetization Agreement is amended to delete the stricken
text (indicated textually in the same manner as the following example: |
““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
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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, 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, as further amended by the certain Consent and Sixth Amendment to Third Amended and Restated Credit
Agreement, dated as of September 30, 2024, as further amended by that certain Seventh Amendment to Third Amended and Restated Credit Agreement, dated as of January 6, 2025, as further amended by that certain Eighth Amendment to Third
Amended and Restated Credit Agreement, dated as of July 25, 2025, 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, as further amended by that certain Ninth Amendment to Third Amended and Restated Credit Agreement, dated as of January 23, 2026, by and among Calumet
Parent, certain of its subsidiaries as borrowers, the lenders thereto, and the ABL Agent, and as further
amended by that certain Tenth Amendment to Third Amended and Restated Credit Agreement, dated as of March 12, 2026, by and among Calumet Parent, certain of its subsidiaries as borrowers, the lenders thereto, and the ABL Agent, and as further amended by that certain Eleventh Amendment to Third Amended and Restated Credit Agreement, dated as of
September 11, 2026, by and among Calumet Parent, certain of its subsidiaries as borrowers, the lenders thereto, and the ABL Agent, (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. |
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| (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), 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 (i) that certain First Amendment to Third Amended and Restated Credit Agreement, dated as of September 4, 2019, (ii) that certain Consent and Amendment No. 2 to Third Amended and Restated Credit Agreement, dated as of November 18, 2021, (iii) that certain Third Amendment to Third Amended and Restated Credit Agreement, dated as of January 20, 2022, (iv) that certain Fourth ABL Credit Agreement Amendment, dated as of January 17, 2024, (v) that certain Fifth ABL Credit Agreement Amendment, dated as of July 10, 2024, (vi) that certain Consent and Sixth Amendment to Third Amended and Restated Credit Agreement, dated as of September 30, 2024, |
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(vii) that certain Seventh Amendment to Third Amended and Restated Credit Agreement, dated as of January 6, 2025, (viii) that certain Eighth Amendment to Third Amended and Restated Credit Agreement, dated as of July 25, 2025, (ix) that certain Ninth Amendment to Third Amended and Restated Credit Agreement, dated as of January 23, 2026, (x) that certain Tenth Amendment to Third Amended and Restated Credit Agreement, dated as of March 12, 2026, and (xi) that certain Eleventh Amendment to Third Amended and Restated Credit Agreement, dated as of September 11, 2026.
| (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 “Fourth 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, Calumet Parent, MLP Parent 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 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 Eleventh Amendment to Third Amended and Restated Credit Agreement, dated as of September 11, 2026, 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 the Transaction Documents and 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 Sections 3(e), (f) or (g) hereof, in which case, it shall be true and correct in all respects) on and as of the Fourth 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 Sections 3(e), (f) or (g) hereof, in which case, it was true and correct in all respects) as of such earlier date; |
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| (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 Fourth Amendment Effective Date; and |
| (f) | Aron shall have received a certificate of the Transaction Parties, dated the Fourth 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 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. |
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| (d) | As of the Fourth Amendment Effective Date, each Guarantor (as defined in the MLP Parent Guaranty) represents and warrants that the representations and warranties set forth in Section 15.1(a) of the Monetization Master Agreement, applied to such Guarantor and the MLP Parent Guaranty, mutatis mutandis, 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. |
| 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 delivery of a manually executed counterpart of this Amendment. This Amendment shall become effective on the Fourth Amendment Effective Date. |
| 9. | COMPLETE AGREEMENT; TRANSACTION DOCUMENT. This Amendment 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 Amendment. The Parties agree and acknowledge that this Amendment constitutes a Transaction Document. |
[Signature Pages to Follow]
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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 Fourth Amendment to Monetization Master Agreement]
| CALUMET SHREVEPORT REFINING, LLC, as the Company | ||
| By: | /s/ David A. Lunin | |
| Name: David A. Lunin | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| CALUMET REFINING, LLC, as Calumet Refining | ||
| By: | /s/ David A. Lunin | |
| Name: David A. Lunin | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| CALUMET, INC., as Calumet Parent | ||
| By: | /s/ David A. Lunin | |
| Name: David A. Lunin | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| SOLELY FOR PURPOSES OF SECTION 5(d): | ||
| CALUMET SPECIALTY PRODUCTS PARTNERS, L.P., as MLP Parent | ||
| By: | /s/ David A. Lunin | |
| Name: David A. Lunin | ||
| Title: Executive Vice President and Chief Financial Officer | ||
[Signature Page to Fourth Amendment to Monetization Master Agreement]