TWENTY EIGHTH AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENTMaster Agreement • February 27th, 2023 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • New York
This TWENTY EIGHTH AMENDMENT TO FIRST LIEN ISDA 2002 MASTER AGREEMENT (this “Amendment”) is entered into as of December January 3, 2023, by and among U.S. OIL & REFINING CO., a Delaware corporation (“Party B”) and MERRILL LYNCH COMMODITIES, INC., a Delaware corporation (“Party A”) and is acknowledged and agreed to by the Guarantors signatory hereto. Capitalized terms used but not defined in this Amendment have the meanings assigned to them in the First Lien ISDA Master Agreement (as defined below).
ContractAssumption Agreement • February 27th, 2023 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • New York
ASSUMPTION AGREEMENT, dated as of November 16, 2022 (this Assumption Agreement”), made by and among Par Petroleum, LLC, a Delaware limited liability company (the “Company”), and Par Petroleum Finance Corp., a Delaware corporation (“Finance Corp.”, and together with the Company, the “Issuers”), and Par Montana, LLC, a Delaware limited liability company (the “Additional Grantor”), in favor of Wilmington Trust, National Association, as Collateral Trustee (in such capacity, the “Collateral Trustee”) for (i) the noteholders under the Indenture (as hereinafter defined), and (ii) the other Secured Parties (as defined in the Pledge and Security Agreement (as hereinafter defined)). All capitalized terms not defined herein shall have the meaning ascribed to them in such Indenture.
AMENDMENT TO SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENTSupply and Offtake Agreement • February 27th, 2023 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • New York
This AMENDMENT TO SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (this “Amendment”), dated as of February 13, 2023, is made by and among Par Hawaii Refining, LLC, a Hawaii limited liability company (the “Company”), Par Petroleum, LLC, a Delaware limited liability company (the “Guarantor”), and J. Aron & Company LLC, a New York limited liability company (“Aron”) (each referred to individually as a “Party” and collectively, the “Parties”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • February 27th, 2023 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 16, 2022, among PAR MONTANA, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of PAR PETROLEUM, LLC, a Delaware limited liability company (the “Company”), the Company, PAR PETROLEUM FINANCE CORP., a Delaware corporation (together with the Company, the “Issuers”), PAR PACIFIC HOLDINGS, INC., a Delaware corporation (the “Parent”), the other Guarantors (as defined in the Indenture referred to herein), and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”) and as collateral trustee.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • February 27th, 2023 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 16, 2022, among PAR MONTANA, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of PAR PETROLEUM, LLC, a Delaware limited liability company (the “Company”), the Company, PAR PETROLEUM FINANCE CORP., a Delaware corporation (together with the Company, the “Issuers”), PAR PACIFIC HOLDINGS, INC., a Delaware corporation (the “Parent”), the other Guarantors (as defined in the Indenture referred to herein), and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”) and as collateral trustee.
PAR PACIFIC HOLDINGS, INC. NONSTATUTORY STOCK OPTION AGREEMENTStock Option Agreement • February 27th, 2023 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • Delaware
THIS AGREEMENT is made and entered into as of this ___ day of ____________ (the “Grant Date”) by and between Par Pacific Holdings, Inc., a Delaware corporation (the “Company”), and ____________ (the “Participant”), pursuant to the Par Pacific Holdings, Inc. 2012 Long Term Incentive Plan (the “Plan”). This Agreement and the award contained herein are subject to the terms and conditions set forth in the Plan, which are incorporated by reference herein, and the following terms and conditions:
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 27th, 2023 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 14, 2023, is by and among PAR PETROLEUM, LLC, a Delaware limited liability company (the “Company”), PAR HAWAII, LLC, a Delaware limited liability company (“PHI”), 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 and Hermes, the “Borrowers”), the Guarantors party hereto, PAR PACIFIC HOLDINGS, INC., a Delaware corporation (the “Parent”), the Lenders party hereto and BANK OF AMERICA, N.A., as administrative agent (the “Agent”).
ContractPledge and Security Agreement • February 27th, 2023 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • New York
AMENDMENT NO. 4 TO PLEDGE AND SECURITY AGREEMENT, dated as of March 23, 2022 (this “Amendment”), by and among Par Petroleum, LLC, a Delaware limited liability company (the “Company”), and Par Petroleum Finance Corp., a Delaware corporation (“Finance Corp.”, and together with the Company, the “Issuers”), the Grantors party hereto, and Wilmington Trust, National Association, as Collateral Trustee (in such capacity, the “Collateral Trustee”) for (i) the noteholders under the Indentures (as hereinafter defined), and (ii) the other Secured Parties (as defined in the Pledge and Security Agreement (as hereinafter defined)). All capitalized terms not defined herein shall have the meaning ascribed to them in the 2017 Indenture (as hereinafter defined).
