REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 15th, 2016 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 14, 2016, is entered into among Par Pacific Holdings, Inc., 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 UNIT PURCHASE AGREEMENTUnit Purchase Agreement • July 15th, 2016 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas
This First Amendment to Unit Purchase Agreement (this “Amendment”) is entered into as of July 14, 2016 (the “Execution Date”), but effective as of June 14, 2016 (the “Effective Time”) by and between Black Elk Refining, LLC, a Delaware limited liability company (“Black Elk”) and Par Wyoming, LLC, a Delaware limited liability company (“Par”). Each of Black Elk and Par are referred to in this Amendment singularly as a “Party” and, collectively, as the “Parties.”
FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • July 15th, 2016 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • New York
THIS FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of July 14, 2016, is entered into among PAR WYOMING, LLC, a Delaware limited liability company (“Holdings”), as a guarantor, HERMES CONSOLIDATED, LLC, a Delaware limited liability company doing business as Wyoming Refining Company (the “Company”), WYOMING PIPELINE COMPANY LLC, a Wyoming limited liability company (“Wyoming Pipeline”; and together with the Company collectively, jointly and severally, “Borrowers”), and BANK OF AMERICA, N.A. (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Loan Agreement (as defined below).
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • July 15th, 2016 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • New York
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated effective as of March 31, 2016, is entered into among BLACK ELK REFINING, LLC, a Delaware limited liability company (“Holdings”), as a guarantor, HERMES CONSOLIDATED, LLC, a Delaware limited liability company doing business as Wyoming Refining Company (the “Company”), WYOMING PIPELINE COMPANY, LLC, a Wyoming limited liability company (“Wyoming Pipeline”; and together with the Company collectively, jointly and severally, “Borrowers”), and BANK OF AMERICA, N.A., a national banking association (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
CREDIT AGREEMENT among PAR WYOMING HOLDINGS, LLC as Borrower, The Several Lenders from Time to Time Parties Hereto, and CHAMBERS ENERGY MANAGEMENT, LP, as Agent Dated as of July 14, 2016Credit Agreement • July 15th, 2016 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • New York
This CREDIT AGREEMENT, dated as of July 14, 2016, is by and among PAR WYOMING HOLDINGS, LLC, a Delaware limited liability company (“Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and CHAMBERS ENERGY MANAGEMENT, LP, as administrative agent (in such capacity, “Agent”).
Re: Third Amendment to Third Amended and Restated Loan Agreement (this “Amendment”)Loan Agreement • July 15th, 2016 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • New York
Reference is made to that certain Third Amended and Restated Loan Agreement dated as of April 30, 2015 (as amended by that certain First Amendment to Third Amended and Restated Loan Agreement dated as of May 9, 2016, that certain Second Amendment to Third Amended and Restated Loan Agreement dated as of May 25, 2016, and as further amended, modified or supplemented from time to time, the “Credit Agreement”), among Black Elk Refining, LLC, a Delaware limited liability company (“Holdings”), as a guarantor, Hermes Consolidated, LLC, a Delaware limited liability company doing business as Wyoming Refining Company (the “Company”), Wyoming Pipeline Company, LLC, a Wyoming limited liability company (“Wyoming Pipeline”; and together with the Company collectively, jointly and severally, “Borrowers”), and Bank of America, N.A. (the “Lender”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
NOTE PURCHASE AGREEMENT BY AND AMONG PAR PACIFIC HOLDINGS, INC. AND THE PURCHASERS NAMED HEREINNote Purchase Agreement • July 15th, 2016 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • New York
This NOTE PURCHASE AGREEMENT, dated as of July 14, 2016 (this “Agreement”), by and among PAR PACIFIC HOLDINGS, INC., a Delaware corporation (the “Company”), and each of the purchasers named in Schedule 2.1 to this Agreement (each such purchaser a “Purchaser” and, collectively, the “Purchasers”);
Re: Second Amendment to Third Amended and Restated Loan Agreement (this “Amendment”)Loan Agreement • July 15th, 2016 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • New York
Reference is made to that certain Third Amended and Restated Loan Agreement dated as of April 30, 2015 (as amended, modified or supplemented from time to time, the “Credit Agreement”), among Black Elk Refining, LLC, a Delaware limited liability company (“Holdings”), as a guarantor, Hermes Consolidated, LLC, a Delaware limited liability company doing business as Wyoming Refining Company (the “Company”), Wyoming Pipeline Company, LLC, a Wyoming limited liability company (“Wyoming Pipeline”; and together with the Company collectively, jointly and severally, “Borrowers”), and Bank of America, N.A., a national banking association (the “Lender”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
HERMES CONSOLIDATED, LLC, and WYOMING PIPELINE COMPANY LLC as Borrowers BLACK ELK REFINING, LLC, as a Guarantor THIRD AMENDED AND RESTATED LOAN AGREEMENT Dated as of April 30, 2015 BANK OF AMERICA, N.A., as LenderLoan Agreement • July 15th, 2016 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • New York
THIS THIRD AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is dated as of April 30, 2015, among BLACK ELK REFINING, LLC, a Delaware limited liability company (“Holdings”), as a guarantor, HERMES CONSOLIDATED, LLC, a Delaware limited liability company doing business as Wyoming Refining Company (the “Company”), successor-in-interest by operation of law to Hermes Consolidated, Inc., a Delaware corporation, WYOMING PIPELINE COMPANY, LLC, a Wyoming limited liability company (“Wyoming Pipeline”; and together with the Company collectively, jointly and severally, “Borrowers”), successor-in-interest by operation of law to Wyoming Pipeline Company, a Wyoming corporation, and BANK OF AMERICA, N.A., a national banking association (“Lender”).
FIRST AMENDMENT TO SEVENTH AMENDMENT, CONSENT AND WAIVER TO DELAYED DRAW TERM LOAN AND BRIDGE LOAN CREDIT AGREEMENTDelayed Draw Term Loan and Bridge Loan Credit Agreement • July 15th, 2016 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO SEVENTH AMENDMENT, CONSENT AND WAIVER TO DELAYED DRAW TERM LOAN AND BRIDGE LOAN CREDIT AGREEMENT (this “Amendment”) is dated as of July 14, 2016 by and among Par Pacific Holdings, Inc. (f/k/a 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”) and the lenders party hereto (the “Lenders”).
