PAR PACIFIC HOLDINGS, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 21, 2016 5.00% Convertible Senior Notes due 2021Indenture • June 22nd, 2016 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • New York
INDENTURE dated as of June 21, 2016 between PAR PACIFIC HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Par Pacific Holdings, Inc. $100,000,000 5.00% Convertible Senior Notes due 2021 Registration Rights AgreementRegistration Rights Agreement • June 22nd, 2016 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • New York
Par Pacific Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representative, its 5.00% Convertible Senior Notes due 2021 (the “Notes”), upon the terms set forth in the Purchase Agreement by and between the Company and the Representative, dated as of June 16, 2016 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes. The “Notes” hereunder will be deemed to include any Notes issued by the Company pursuant to one or more exercises of the Initial Purchasers’ option to purchase additional Notes in accordance with the Purchase Agreement. In certain circumstances, the Notes will be convertible into shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) and shares of Common Stock may be issued by the Company in respect of any Make-Whole Premium (as defined in the Indenture (as define
