AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT FOR PICEANCE ENERGY, LLC Dated as of August 31, 2012Limited Liability Company Agreement • September 7th, 2012 • Par Petroleum Corp/Co • Crude petroleum & natural gas • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Piceance Energy, LLC, a Delaware limited liability company (the “Company”), dated as of August 31, 2012 (the “Effective Date”), is among the Members.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2012 • Par Petroleum Corp/Co • Crude petroleum & natural gas • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 31, 2012, is entered into among Par Petroleum Corporation, a Delaware corporation (the “Company”), and each of the other parties executing a counterpart signature page hereof whether on or after the date hereof.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 7th, 2012 • Par Petroleum Corp/Co • Crude petroleum & natural gas • Texas
This First Amendment to Credit Agreement (this “Amendment”) is executed as of the 31st day of August, 2012 (the “Effective Date”), by and among Piceance Energy, LLC, a Delaware limited liability company (“Borrower”), the financial institutions party hereto, as Banks, and JPMorgan Chase Bank, N.A., as Administrative Agent ( “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
CREDIT AGREEMENT among PICEANCE ENERGY, LLC, as Borrower, The Financial Institutions Listed on Schedule 1.1 Hereto, as Banks, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent dated as...Credit Agreement • September 7th, 2012 • Par Petroleum Corp/Co • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of June 4, 2012, among PICEANCE ENERGY, LLC, a Delaware limited liability company (“Borrower”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (“Administrative Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent (“Syndication Agent”), and the financial institutions listed on Schedule 1.1 hereto as Banks (individually a “Bank” and collectively “Banks”).
WAPITI RECOVERY TRUST AGREEMENTWapiti Recovery Trust Agreement • September 7th, 2012 • Par Petroleum Corp/Co • Crude petroleum & natural gas
This Wapiti Recovery Trust Agreement (this “Trust Agreement”) is made this 27th day of August, 2012, by and among Delta Petroleum Corporation, DPCA LLC, Delta Exploration Company, Inc., Delta Pipeline, LLC, DLC, Inc., CEC, Inc., Castle Texas Production Limited Partnership, Amber Resources Company of Colorado, and Castle Exploration Company, Inc. (each a “Debtor” and, collectively, the “Debtors”), and John T. Young, Jr., as trustee (the “Trustee”).
DELTA PETROLEUM GENERAL RECOVERY TRUST AGREEMENTDelta Petroleum General Recovery Trust Agreement • September 7th, 2012 • Par Petroleum Corp/Co • Crude petroleum & natural gas
This Delta Petroleum General Recovery Trust Agreement (this “Trust Agreement”) is made this 27th day of August, 2012, by and among Delta Petroleum Corporation, DPCA LLC, Delta Exploration Company, Inc., Delta Pipeline, LLC, DLC, Inc., CEC, Inc., Castle Texas Production Limited Partnership, Amber Resources Company of Colorado, and Castle Exploration Company, Inc. (each a “Debtor” and, collectively, the “Debtors”), and John T. Young, Jr., as trustee (the “Trustee”).
DELAYED DRAW TERM LOAN CREDIT AGREEMENT among PAR PETROLEUM CORPORATION as Borrower, THE OTHER CREDIT PARTIES HERETO from time to time, THE LENDERS PARTY HERETO from time to time as Lenders, and JEFFERIES FINANCE LLC, as Administrative Agent August...Term Loan Credit Agreement • September 7th, 2012 • Par Petroleum Corp/Co • Crude petroleum & natural gas
This Credit Agreement dated as of August 31, 2012, is among Par Petroleum Corporation, a Delaware corporation (“Borrower”), the Guarantors party hereto from time to time (together with the Borrower, each a “Credit Party” and collectively, the “Credit Parties”), the lenders party hereto from time to time (the “Lenders”), and Jefferies Finance LLC, as administrative agent for such Lenders (in such capacity, the “Administrative Agent”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • September 7th, 2012 • Par Petroleum Corp/Co • Crude petroleum & natural gas • Texas
This Intercreditor Agreement (this “Agreement”), is dated as of August 31, 2012, by and among JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “First Priority Representative”) for the First Priority Secured Parties (as defined below), Jefferies Finance LLC, as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “Second Priority Representative”) for the Second Priority Secured Parties (as defined below), Par Petroleum Corporation, a Delaware corporation formerly known as Delta Petroleum Corporation (“PPC”), and Par Piceance Energy Equity LLC, a Delaware limited liability company (“Par Piceance”).
PLEDGE AND SECURITY AGREEMENT made by PAR PETROLEUM CORPORATION and CERTAIN OF ITS SUBSIDIARIES in favor of JEFFERIES FINANCE LLC, as Administrative Agent Dated as of August 31, 2012Pledge and Security Agreement • September 7th, 2012 • Par Petroleum Corp/Co • Crude petroleum & natural gas • New York
WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among PAR Petroleum Corporation. (the “Company”), certain of its Subsidiaries, as Guarantors, the lenders party thereto from time to time (the “Lenders”) and the Administrative Agent, the Lenders have agreed to make certain Loans and other extensions of credit to the Company;
STOCKHOLDERS AGREEMENTStockholders Agreement • September 7th, 2012 • Par Petroleum Corp/Co • Crude petroleum & natural gas • Delaware
THIS STOCKHOLDERS AGREEMENT (the “Agreement”) is made and entered into as of this 31st day of August, 2012 to be effective as of the Effective Date (as hereinafter defined), by and among Par Petroleum Corporation, a Delaware corporation formerly known as Delta Petroleum Corporation (the “Company”), certain holders of the Company’s common stock, $.01 par value per share (“Common Stock”) listed on Schedule A (the “Key Holders”), and any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Sections 6.1 and 6.2 below (the “Investors,” and together collectively with the Key Holders, the “Stockholders”). As used herein, the terms “own” or “hold,” and all variations of such terms, shall mean to own, hold or otherwise exercise investment discretion, whether directly or indirectly, over the applicable Shares (as defined below).
PAR PETROLEUM CORPORATION CORPORATE STOCK TRANSFER, INC. TRANSFER FEE: AS REQUIREDPar Petroleum Corp/Co • September 7th, 2012 • Crude petroleum & natural gas
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHED THERETO PURSUANT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION, DATED AUGUST 31, 2012, AND THE STOCKHOLDERS’ AGREEMENT, DATED AUGUST 31, 2012. THE CORPORATION WILL FURNISH TO A SHAREHOLDER, ON DEMAND AND WITHOUT CHARGE, A FULL COPY OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND/OR A FULL COPY OF THE STOCKHOLDERS’ AGREEMENT.
PLEDGE AGREEMENTPledge Agreement • September 7th, 2012 • Par Petroleum Corp/Co • Crude petroleum & natural gas • New York
THIS PLEDGE AGREEMENT (this “Agreement”) is made as of August 31, 2012 by Par Piceance Energy Equity LLC, a Delaware limited liability company (herein called “Pledgor”), in favor of Jefferies Finance LLC, as Administrative Agent for the ratable benefit of the Secured Parties (in such capacity, herein called “Pledgee”).
WARRANT ISSUANCE AGREEMENT Dated as of August 31, 2012 between PAR PETROLEUM CORPORATION and CERTAIN PURCHASERS OF WARRANTSWarrant Issuance Agreement • September 7th, 2012 • Par Petroleum Corp/Co • Crude petroleum & natural gas • Delaware
WARRANT ISSUANCE AGREEMENT (this “Agreement”) dated as of August 31, 2012, between PAR PETROLEUM CORPORATION, a Delaware corporation (the “Corporation”) and the investors named on the signature page hereto (each an “Investor” and collectively, the “Investors”).
