Renewable Fuel and Feedstock Repurchase Master Confirmation, dated October 3, 2023, by and among Montana Renewables, LLC and Wells Fargo Commodities, LLC

Exhibit 10.4

Date:October 3, 2023

To:MONTANA RENEWABLES, LLC (“Counterparty”)

From:WELLS FARGO COMMODITIES, LLC (“Wells Fargo”)

Re:Renewable Fuel & Feedstock Repurchase Master Confirmation

Dear Sir or Madam,

Wells Fargo and Counterparty wish to facilitate the process of entering into repurchase transactions between them from time to time in respect of renewable fuels and feedstocks and accordingly agree as follows.

Wells Fargo and Counterparty agree that they shall enter into separate and independent repurchase transactions from time to time (each a “Transaction”) that are governed by the terms specified in this master confirmation (the “Master Confirmation”), as supplemented by a transaction supplement substantially in the form annexed hereto as Annex 1 (the “Transaction Supplement”) incorporating by reference this Master Confirmation. The data in the Transaction Supplement will be generated as a result of the exchange of emails between the parties including an attachment of an agreed form of spreadsheet. In relation to any Transaction, the Master Confirmation as supplemented by the Transaction Supplement relating to such Transaction will be the “Confirmation”. In the event of any inconsistency between this Master Confirmation and the Transaction Supplement relating to the relevant Transaction, such Transaction Supplement will govern.

This Master Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of the date hereof between Wells Fargo and Counterparty, as amended, modified and supplemented from time to time (the “Agreement”) including pursuant to the schedules and annexes thereto which make specific reference thereto. All provisions contained in the Agreement govern this Master Confirmation except as expressly modified below.

The terms of this Master Confirmation are as follows:

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and shall promptly by exchange of email, agree and sign the relevant finalized Transaction Supplement reflecting the relevant terms.

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where:

“Haircut Price” means, the product of (1) the Initial Reference Price and (2) 100% minus the Title Advance Rate; and

“Initial Reference Price” means (1) the Index Price in respect of the Initial Purchase Date plus (2) the Average Title Differential in respect the Initial Purchase Date.

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where:

“Repurchase Reference Price” means (1) the Index Price in respect of the Repurchase Date plus (2) the Average Title Differential in respect of the Initial Purchase Date.

“Break Fee” means:

(in each case as of the termination date of this Master Confirmation and including the Transaction outstanding at the time of such termination); provided that notwithstanding the foregoing, no Break Fee shall be payable by Counterparty if (A) before or at the time this Master Confirmation terminates, Counterparty or its Affiliates and Wells Fargo have entered into one or more additional inventory monetization transactions having an aggregate notional value of at least $85,000,000; (B) Counterparty elects to terminate this Master Confirmation in accordance with sub-clause 2(e) above within 180 calendar days of (1) Wells Fargo declining to grant an increase to the Maximum Facility Size duly requested by Counterparty in accordance with Paragraph 13(m)(v) (Maximum Facility Size - Accordion) of the CSA; or (2) Wells Fargo’s failure to notify Counterparty that the Proposed Post-Closing Terms have been approved by Wells Fargo’s internal credit committee responsible for the Transactions governed by this Master Confirmation and enter into an

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appropriate amendment effecting the Proposed Post-Closing Terms, in each case on or before November 30, 2023; or (C) the Agreement terminates (1) due to an Event of Default or Termination Event in respect of which Wells Fargo is the Defaulting Party or sole Affected Party, (2) due to Wells Fargo duly electing to terminate this Master Confirmation pursuant to 2(d) above, or (3) in the circumstances described in Part 5(n)(iii) of the Schedule to the Agreement.

On the Payment Date for the Repurchase in respect of each Transaction, Counterparty shall pay to Wells Fargo an amount in U.S. Dollars equal to the sum, across each calendar day in that Repo Period (without double counting any calendar day falling in more than one Repo Period), of the product of:

where “SOFR (Collateral Rate)” and “U.S. Government Securities Business Day” have the meanings given in the ISDA Collateral Agreement Interest Rate Definitions, Version 2.0.

Not more than once per calendar month, Counterparty may, by written notice, increase the size of the outstanding Transaction by selling an additional volume of Commodities to Wells Fargo, which request Wells Fargo shall accept in accordance with the following:

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Counterparty shall pay to Wells Fargo:

in each case on the Payment Date for the Initial Purchase in respect of the first Transaction entered into hereunder.

Counterparty shall pay to Wells Fargo the Volumetric Fee on the first Payment Date immediately following the conclusion of each calendar month during which any Feedstock or Finished Product are stored at the Storage Facilities pursuant to the Storage Facilities Agreement, where:

“Volumetric Fee” means, the sum of (A) the product of (i) fifteen cents ($0.15) per barrel, multiplied by (ii) the average number of barrels of Feedstock owned by Wells Fargo at the Storage Facilities during the calendar month and (B) the product of (i) twenty cents ($0.20) per barrel, multiplied by (ii) the average number of barrels of Finished Products owned by Wells Fargo at the Storage Facilities during the calendar month.

In respect of each Initial Purchase and each Repurchase:

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In respect of any Transactions with respect to which, in the reasonable opinion of Wells Fargo, any Bring Forward Event has occurred, then Wells Fargo may, notwithstanding anything to the contrary in this Master Confirmation or any Transaction Supplement, at its election by delivering written notice to Counterparty (a “Bring Forward Notice”) perform its Delivery obligation with respect to the applicable Quantity of each Commodity affected by such Bring Forward Event on such date as it so elects in such notice, require Counterparty to repurchase such affected Commodities (and the Delivery Date for such repurchase shall be amended accordingly) and Counterparty shall pay the Repurchase Price on such date.  Any Commodities which are the subject of a Bring Forward Notice may not be included in any further Transaction Supplements while the relevant Bring Forward Event is continuing.

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For the purpose of Section 3 of the Agreement, the following will each constitute an Additional Representation made by each party to the other party on the date of this Master Agreement and on the date of entry into each Transaction:

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For the purpose of Section 3 of the Agreement, the following will each constitute an Additional Representation made by Counterparty to Wells Fargo on the date of entry into each Transaction:

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Counterparty hereby undertakes to Wells Fargo on the date of this Master Agreement that at all times while any Transaction is outstanding hereunder that it shall:

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provided that such indemnity shall not be available to the extent that such claims, losses or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, fraud or willful misconduct of Wells Fargo. Indemnification under this clause 19 shall survive termination of the Agreement.

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For the purposes of this Master Confirmation:

“Additional Tax” means any tax, fee, or assessment imposed, assessed, or levied by any taxing authority, including (but not limited to) sales, use, excise, privilege, stamp, value added, customs duties, ad valorem, or property; together with any penalties, fines or interest thereon. The term “Additional Tax” shall not include any (i) Tax imposed on or measured by net income or profits, any franchise tax, gross receipts, or any branch profits tax, or (ii) U.S. federal withholding taxes imposed or required to be withheld pursuant to a law in effect as of date of this Master Confirmation (“Withholding Taxes”).

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977, as amended; the U.K. Bribery Act 2010, as amended; and any other anti-bribery or anti-corruption laws, regulations or ordinances in any jurisdiction in which a party (or its Subsidiary or Affiliates, as applicable) is located or doing business;

“Anti-Money Laundering Laws” means Applicable Law in any jurisdiction in which a party (or its Subsidiary or Affiliates, as applicable) is located or doing business that relates to money laundering, any predicate crime to money laundering or any financial record keeping and reporting requirements related thereto;

“Applicable Law” means (i) any law, statute, regulation, code, ordinance, license, decision, order, writ, injunction, decision, directive, judgment, policy, decree and any judicial or administrative interpretations thereof, (ii) any agreement, concession or arrangement with any Governmental Authority and (iii) any license, permit or compliance requirement, including Environmental Law, in each case as may be applicable to either party or the subject matter of the Agreement or this Master Confirmation;

“Approved Storage Facility” means each Title Storage Facility and each Approved Lien Storage Facility as defined in the CSA;

“Bankruptcy Code” means the United States Code, 11 U.S.C. Sections 101 et seq., as amended from time to time;

“Base Agreement” has the meaning given to it in the Schedule to the Agreement;

“Bring Forward Event” means the occurrence of any of the following events: (a) any event occurs (including, without limitation, an act of piracy, civil unrest, terrorism or hostile seizure of, or expropriation of, or restriction of access to, a Commodity or an Approved Storage Facility, or compulsory acquisition of a

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Commodity or an Approved Storage Facility) which, in the reasonable opinion of Wells Fargo, has or is likely to have a material adverse effect on any Transaction, or materially and adversely affects the ability of any Warehouseman to safely or satisfactorily store or handle the Commodity, or materially adversely affects Wells Fargo’s ability to: (i) withdraw a Commodity from any Approved Storage Facility; (ii) take Delivery of the Commodity from Counterparty; or (iii) Deliver Commodity to Counterparty; (b) any Warehouseman ceases to hold authorizations reasonably necessary to store the Commodity; (c) any Creditor Acknowledgements is terminated for any reason whatsoever other than as a result of a breach by Wells Fargo; (d) a Storage Agreement is terminated for any reason whatsoever other than as a result of a breach by Wells Fargo; (e) the Warehouseman of a relevant Approved Storage Facility suffers a Facility Event or invokes rights under a force majeure clause in any relevant contract, agreement or documentation related to the storage of any Commodity or (f) the occurrence of any Hazardous Event with respect to a Commodity;

“BNSF Railyard” means BNSF Railway Company’s facility for the storage of rail cars located at 611 American Avenue, Great Falls, Montana 59404;

“Collateral Inventory” has the meaning given to it in the CSA;

“CSA” means the Credit Support Annex to the Schedule to the Agreement;

“Document of Title” means a document of title (including any applicable electronic documents of title) (a) in a single authoritative copy which is unique, identifiable and, except as otherwise provided in Section 7-106 of the UCC, unalterable; (b) that is negotiable document of title under Section 7-104 of the UCC and satisfies the requirements of due negotiation set forth in Section 7-501 of the UCC, and, if applicable, satisfies the requirements of “control” over any electronic Documents of Title in accordance with Section 7-106 of the UCC, (c) that is issued by a Warehouseman giving the holder of that document of title a right of possession to specific lot(s) of Commodity stored in the applicable Account, which right may be transferred through endorsement of such document under Section 7-501 of the UCC or by giving “control” over such document under Section 7-106 of the UCC and (d) that constitutes a “warehouse receipt” as such term is defined at Section 1-201 of the UCC, including without limitation any holding certificate issued by a Warehouseman pursuant to a Storage Agreement or Creditor Acknowledgement;

“Encumbrance” means any mortgage, charge, assignment (including by way of security), pledge, hypothecation, lien, right of set-off, proprietary interest, claim or interest in respect of title or ownership, right of possession or control, retention of title provision or trust (for the purpose of, or which has the effect of, granting security) or any other security interest of any kind whatsoever, or any agreement, whether conditional or otherwise, to create any of the same, or any agreement to sell or otherwise dispose of any Commodity whereby such Commodity is or may be leased to or re-acquired or acquired by Counterparty or any other person;

“Environment” means ecological systems, living organisms (including human beings) and all or any of the following media (whether alone or in combination): air (including air within buildings or other structures and whether above or below ground); land (including buildings and any other structures or erections in, on or under it or any soil and anything below the surface of the land); land covered with water; and water (including water under or within land or in pipe or sewerage systems and sea, ground and surface water);

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“Environmental Consent” means any consent required by any Environmental Law;

“Environmental Hazards” means, without limitation, all or any of the following: waste (including packaging waste), contaminated land, discharges to land, ground, surface and coastal waters and sewers and the sea, emissions to air, noise, vibration and light, materials defined as dangerous or hazardous under applicable local regulations or laws, common law nuisance, trespass and negligence, statutory nuisance, radiation, radioactive substances and materials;

“Environmental Law” means all applicable laws and regulations, directives, conventions, protocols, statutory guidance, codes of practice, and industry standards in force at any time relating to health and safety, Environmental Hazards, the Environment or the matters referred to in the definition of Hazardous Events;

“Facility Event” means, in relation to a Warehouseman: (a) it ceases to be authorized to operate as such or able to provide safe and secure storage of Commodities; (b) it suffers an event or circumstance set out in Section 5(a)(vii) of the Agreement; (c) a Document of Title issued by such Warehouseman ceases to be valid for the purposes of delivery in connection therewith and such Document of Title is not re-designated as valid or replaced with equivalent and a valid Document of Title within fifteen (15) days of being declared invalid; provided that Documents of Title issued by such Warehouseman were valid for the purposes of delivery in connection with the Documents of Title prior to delivery of a Rejection Event Notice; (d) its relevant Approved Storage Facility ceases to be subject to a Creditor Acknowledgement or Storage Agreement, as applicable, for any reason whatsoever; or (e) it is designated as an asset freeze target or in any other manner becomes the subject of Sanctions;

“Fee Letter” means the letter agreement between Wells Fargo and Counterparty dated on or about the date of this Master Confirmation setting out certain economic terms in relation to the transactions contemplated by the Transaction Documents;

“Good Industry Practices” means using standards, practices, methods and procedures and exercising reasonable judgment, skill, care, diligence, prudence and foresight that would be expected to be observed by a skilled and experienced individual in carrying out the business of Counterparty;

“Governmental Authority” means any federal, state, regional, local, or municipal governmental body, agency, instrumentality, authority or entity established or controlled by a government or subdivision thereof, including any legislative, administrative or judicial body, or any person purporting to act therefor;

“Title Base Volume” means, in respect of a Repo Period, the aggregate volume of Commodities as determined in accordance with clause 2(c) as of the start of that Repo Period; and thereafter, means such volume as adjusted in accordance with clauses 4 and 8 during that Repo Period;

“Average Title Differential” means, in respect of a Valuation Date, the volume weighted average Differential in respect of the Title Base Volume on that Valuation Date;

“Hazardous Event” means: (i) any breach of or failure by Counterparty or a Warehouseman to comply with any Environmental Law or Environmental Consent; (ii) the presence of Environmental Hazards in, at, on, under (and/or emanating from, or having emanated from) any Approved Storage Facility where any Collateral Inventory; and/or (iii) any other pollution or contamination of the Environment, loss or damage to property or injury to persons arising, directly or

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indirectly, from the storage and/or handling of any Commodity subject to any outstanding Transaction. Hazardous Events shall also include events caught by the insurance wording known as the Institute Radioactive Contamination, Chemical, Biological, Bio-Chemical and Electromagnetic Weapons Exclusion Clause CL.370 dated 10/11/03 (RACCBE) and events caught by the wording known as the Institute Cyber Attack Exclusion Clause CL.380 dated 10/11/03;

“Hedging Losses” means, in respect of a Transaction, any reasonable losses or costs suffered or incurred by Wells Fargo resulting from closing out, or otherwise mitigating its exposure under, any hedging transactions (whether futures or OTC) relating to the relevant Transaction;

“Index Price” has, in respect of a Commodity and a day, the meaning given to such term in the CSA;

“Letter of Intent” means the letter of intent between the parties dated September 4, 2023 in relation to the transactions governed by the Agreement and the other Transaction Documents;

“Maximum Facility Size” has the meaning given to it in the CSA;

“Moccasin Railyard” means Central Montana Rail, Inc.’s facility for the storage of rail cars located at 100 W. Railroad Ave., Denton, Montana 59430;

“Outstanding Facility Amount” has the meaning given to it in the CSA;

“Permitted Encumbrance” means, with respect to any quantity of a Commodity, (a) the lien over such Commodity in favor of Wells Fargo granted under any Credit Support Document; and (b) any lien over such quantity of Commodity in favor of the Storage Provider identified in the Transaction Supplement for unpaid storage charges that are not yet due with respect to such quantity of Commodity;

“Proposed Post-Closing Terms” means the proposed commodity advance rates and differentials and commodity liquidation values notified by Wells Fargo to Counterparty on the “Confirmation of Rates Date” (as defined in the Letter of Intent) that Wells Fargo intended to submit to its internal credit committee for approval in accordance with that notice;

“Refinery” means Counterparty’s renewable fuels refinery facility located in Great Falls, Montana;

“Rejection Event” means, in relation to any quantity of Commodity to be sold by Counterparty and purchased by Wells Fargo pursuant to a Transaction hereunder and prior to the transfer of title of such Commodity to Wells Fargo: (a) there occurs any crime, fraud, misrepresentation or untrue statement by any person, in each case connected with a Document of Title; (b) any dispute, event, occurrence or circumstance that is reasonably expected to materially adversely affect Wells Fargo’s ability to (i) establish its ownership in any part of the Commodity as against any person or (ii) exercise its right to repossess and sell any part of the Commodity with unencumbered title; (c) Wells Fargo is unable, after using commercially reasonable efforts, to perform its obligations to take Receipt of such Commodity other than solely as a result of Wells Fargo’s gross negligence or willful misconduct; (d) Wells Fargo has performed its obligations in respect of the relevant Initial Purchase and, contrary to the express intention of the parties as set out in this Master Confirmation, a Governmental Authority determines that all rights, title, risk and interest in the relevant quantity of Commodity has not been delivered to Wells Fargo by Counterparty or (contrary to

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the express intention of the parties as set out in this Agreement) determines that applicable law applies so that it cannot be determined that Counterparty has delivered all rights, title, risk and interest in the Commodity to Wells Fargo; (e) any regulatory authority takes any action, brings any action in a court of competent jurisdiction, and/or makes any amendments to the regulatory regime (including, but not limited to, a change in law and/or in the general interpretation of law) that is reasonably expected to have a material adverse effect on Wells Fargo’s ability to perform pursuant to any Transaction; (f) any taxing authority takes any action, brings any action in a court of competent jurisdiction, and/or makes any amendments to the fiscal regime (excluding any changes in any tax rates) that is reasonably expected to have a material adverse effect on Wells Fargo’s ability to perform pursuant to any Transaction; (g) the performance of a Transaction or other obligation arising out of this Agreement is reasonably expected to cause Wells Fargo to be in a position of material non-compliance with any applicable laws, regulations, decrees, ordinances, orders, demands, requests, rules or requirements or (h) an Inspector determines that any part of the Commodity subject to a Transaction cannot be established as having been compliant with any of the quantity, specifications or description provisions of a Transaction Supplement upon Delivery to Wells Fargo;

“Sanctions” means any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and restrictions and anti-terrorism laws imposed, administered or enforced from time to time by: (a) the United States of America, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future statute or Executive Order, (b) the United Nations Security Council, (c) the European Union, (d) the United Kingdom, or (e) any other Governmental Authority with jurisdiction over a party (or its Subsidiary or Affiliates, as applicable);

“Storage Agreement” means an agreement between Counterparty and a Warehouseman or between Wells Fargo and a Warehouseman, as applicable, in respect of the storage of any Commodity in an Approved Storage Facility, in each case in form and substance acceptable to Wells Fargo;

“UCC” means the Uniform Commercial Code as adopted by the jurisdiction governing the Warehouseman’s document of title (and section references are to the Model Uniform Commercial Code and are intended to correspond to the same substantive provisions contained in the specific codes adopted in the controlling jurisdictions, to the extent that section references differ);

“Valuation Date” has the meaning given to such term in the CSA; and

“Warehouseman” means, with respect to each Approved Storage Facility, the person (acceptable to Wells Fargo) that operates such Approved Storage Facility (and to the extent required by applicable law, licensed) in the business of storing the relevant Commodity(ies) for hire and responsible for storing the relevant Commodity(ies) at the applicable Approved Storage Facility as bailee and warehouseman (and it is acknowledged and agreed that Counterparty shall be a Warehouseman for the purposes of this Master Confirmation).

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Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Master Confirmation and returning it to us or by sending to us a letter or facsimile substantially similar to this letter, which letter or facsimile sets forth the material terms of this Master Confirmation and indicates agreement to those terms.

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