SUPPLY AND OFFTAKE AGREEMENT dated as of June 1, 2015 between J. ARON & COMPANY and HAWAII INDEPENDENT ENERGY, LLCSupply and Offtake Agreement • June 2nd, 2015 • Par Petroleum Corp/Co • Crude petroleum & natural gas • New York
This Supply and Offtake Agreement (this “Agreement”) is made as of June 1, 2015 (the “Effective Date”), between J. Aron & Company (“Aron”), a general partnership organized under the laws of New York and located at 200 West Street, New York, New York 10282-2198, and Hawaii Independent Energy, LLC (the “Company”), a Hawaii limited liability company, located at 800 Gessner Road, Suite 875, Houston, Texas 77024 (each referred to individually as a “Party” or collectively as the “Parties”).
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • June 2nd, 2015 • Par Petroleum Corp/Co • Crude petroleum & natural gas
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) made as of the 1st day of June, 2015 by HAWAII INDEPENDENT ENERGY, LLC, a Hawaii limited liability company, having an office at One Memorial City Plaza, 800 Gessner Road, Suite 875, Houston, Texas 77024 (“Indemnitor”) in favor of J. ARON & COMPANY, a New York general partnership, having an office at 200 West Street, New York, New York 10282-2198 (together with its successors and/or assigns, “Indemnitee”) and other Indemnified Parties (defined below).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 2nd, 2015 • Par Petroleum Corp/Co • Crude petroleum & natural gas
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of June 1, 2015, is made between Hawaii Independent Energy, LLC, a Hawaii limited liability company (the “Company”), and J. Aron & Company, a New York general partnership (“Aron”).
MARKETING AND SALES AGREEMENTMarketing and Sales Agreement • June 2nd, 2015 • Par Petroleum Corp/Co • Crude petroleum & natural gas • New York
This Marketing and Sales Agreement (this “Agreement”) is made and entered into as of June 1, 2015, by and between J. Aron & Company (“Aron”), a general partnership organized under the laws of New York and located at 200 West Street, New York, New York 10282-2198, and Hawaii Independent Energy, LLC (the “Company”), a limited liability company organized under the laws of Hawaii and located at 800 Gessner Road, Suite 875, Houston, Texas 77024 (each referred to individually as a “Party” or collectively as the “Parties”).
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • June 2nd, 2015 • Par Petroleum Corp/Co • Crude petroleum & natural gas
THIS EQUITY PLEDGE AGREEMENT (this “Agreement”), dated as of June 1, 2015, is made between Hawaii Pacific Energy, LLC, a Delaware limited liability company (the “Pledgor”), and J. Aron & Company, a New York general partnership (“Aron”).
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILINGMortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing • June 2nd, 2015 • Par Petroleum Corp/Co • Crude petroleum & natural gas • Hawaii
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”) is made as of this 1st day of June, 2015, by HAWAII INDEPENDENT ENERGY, LLC, having its principal place of business at One Memorial City Plaza, 800 Gessner Road, Suite 875, Houston, Texas 77024, as mortgagor (together with its permitted successors and assigns, “Mortgagor”) for the benefit of J. ARON & COMPANY, a general partnership organized under the laws of New York, having an address at 200 West Street, New York, New York 10282-2198, as mortgagee (together with its successors and assigns, “Mortgagee”). All capitalized terms not defined herein shall have the respective meanings set forth in the S&O Agreement (defined below).
STORAGE FACILITIES AGREEMENTStorage Facilities Agreement • June 2nd, 2015 • Par Petroleum Corp/Co • Crude petroleum & natural gas • New York
This Storage Facilities Agreement (this “Agreement”) is made and entered into as of June 1, 2015, by and among J. Aron & Company (“Aron”), a general partnership organized under the laws of New York and located at 200 West Street, New York, New York 10282-2198, and Hawaii Independent Energy, LLC (the “Company”), a limited liability company organized under the laws of the State of Hawaii and located at 800 Gessner Road, Suite 875, Houston, Texas 77024 (each referred to individually as a “Party” or collectively as the “Parties”).
FIFTH AMENDMENT TO DELAYED DRAW TERM LOAN AND BRIDGE LOAN CREDIT AGREEMENTDelayed Draw Term Loan and Bridge Loan Credit Agreement • June 2nd, 2015 • Par Petroleum Corp/Co • Crude petroleum & natural gas
THIS FIFTH AMENDMENT TO DELAYED DRAW TERM LOAN AND BRIDGE LOAN CREDIT AGREEMENT (this “Amendment”) is dated as of June 1, 2015 (the “Effective Date”) by and among Par Petroleum Corporation, a Delaware corporation (the “Borrower”), the Guarantors party hereto (the “Guarantors” and together with the Borrower, each a “Credit Party” and collectively, the “Credit Parties”), the lenders party hereto (the “Lenders”) and Jefferies Finance LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
