FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT FORLimited Liability Company Agreement • November 7th, 2018 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • Delaware
This Fourth Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Laramie Energy, LLC, a Delaware limited liability company (f/k/a Piceance Energy, LLC) (the “Company”), dated as of October 18, 2018 (the “Effective Date”), is among the Members.
CONFIDENTIAL INFORMATION, MARKED BY BRACKETS AND ASTERISKS ([***]), IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION....Topping Unit Purchase Agreement • November 7th, 2018 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • Delaware
THIS TOPPING UNIT PURCHASE AGREEMENT is entered into as of August 29, 2018 (this “Agreement”), by and among IES Downstream, LLC, a Delaware limited liability company (“Seller”), Eagle Island, LLC, a Delaware limited liability company (the “Company”), Par Hawaii Refining, LLC, a Hawaii limited liability company (“Purchaser”), and, for the limited purposes set forth herein, Par Pacific Holdings, Inc., a Delaware corporation (“Issuer”). The Seller and Purchaser shall each be referred to in this Agreement as a “Party”, and collectively as the “Parties”. Capitalized terms that are used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in ARTICLE XIII.
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • November 7th, 2018 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • Delaware
THIS UNIT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2018, by and among Laramie Energy, LLC, a Delaware limited liability company (the “Company”), EnCap Energy Capital Fund VI, L.P., a Texas limited partnership (“Fund VI”), and EnCap Energy VI-B Acquisitions, L.P., a Texas limited partnership (“Fund VI-B”, and together with Fund VI, “Sellers”, and each, a “Seller”).
SECOND AMENDMENT AND LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT amongLoan and Security Agreement • November 7th, 2018 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • New York
THIS SECOND AMENDMENT AND LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT (this “Second Amendment”), dated as of October 16, 2018, is by and among PAR PETROLEUM, LLC, a Delaware limited liability company (the “Company”), PAR HAWAII, INC., a Hawaii corporation (“PHI”), MID PAC PETROLEUM, LLC, a Delaware limited liability company (“Mid Pac”), HIE RETAIL, LLC, a Hawaii limited liability company (“HIE”), HERMES CONSOLIDATED, LLC (d/b/a Wyoming Refining Company), a Delaware limited liability company (“Hermes”), and WYOMING PIPELINE COMPANY LLC, a Wyoming limited liability company (“WPC” and collectively, with the Company, PHI, Mid Pac, HIE, and Hermes, "Borrowers"), the Guarantors party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacity, “Agent”).
