REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2019 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 11, 2019, 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.
AMENDMENT TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 14th, 2019 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • New York
This AMENDMENT TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Amendment”), dated as of January 11, 2019, is made between Par Hawaii Refining, LLC, a Hawaii limited liability company (the “Company”) and J. Aron & Company LLC, a New York limited liability company (“Aron”) (each referred to individually as a “Party” and collectively, the “Parties”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • January 14th, 2019 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 11, 2019, among PAR TACOMA, LLC (f/k/a TrailStone NA Asset Finance I, LLC), a Delaware limited liability company, U.S. OIL & REFINING CO., a Delaware corporation, MCCHORD PIPELINE CO., a Washington limited liability company, and USOT WA, LLC, a Washington limited liability company (each of the foregoing, a “Guaranteeing Subsidiary”), each 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.
LOAN AGREEMENTLoan Agreement • January 14th, 2019 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • Hawaii
This Loan Agreement (this “Agreement”), dated January 9, 2019, is made by and between BANK OF HAWAII, whose mailing address is P. O. Box 2900, Honolulu, Hawaii 96846 (the “Bank”), and PAR PACIFIC HOLDINGS, INC., a Delaware corporation, whose mailing address is 825 Town & Country Lane, Suite 1500, Houston, Texas 77024 (the “Borrower”).
TERM LOAN AND GUARANTY AGREEMENT Dated as of January 11, 2019, among PAR PACIFIC HOLDINGS, INC., as Holdings, PAR PETROLEUM, LLC, as the Par Borrower, PAR PETROLEUM FINANCE CORP., as the FinanceCo Borrower, The Guarantors from time to time parties...Term Loan and Guaranty Agreement • January 14th, 2019 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • New York
TERM LOAN AND GUARANTY AGREEMENT (this “Agreement”), dated as of January 11, 2019, among Par Pacific Holdings, Inc., a Delaware corporation (“Holdings”), Par Petroleum, LLC, a Delaware limited liability company (the “Par Borrower”), Par Petroleum Finance Corp., a Delaware corporation (the “FinanceCo Borrower”, and together with the Par Borrower, the “Borrowers”), the Guarantors from time to time party hereto, the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”) and Goldman Sachs Bank USA, as administrative agent for the Lenders.
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT among PAR PETROLEUM, LLC PAR HAWAII, INC., HIE RETAIL, LLC, HERMES CONSOLIDATED, LLC, and WYOMING PIPELINE COMPANY LLC as Borrowers, Certain Subsidiaries of the Borrowers, as Guarantors, BANK OF AMERICA,...Loan and Security Agreement • January 14th, 2019 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • New York
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Fourth Amendment”), dated as of January 11, 2019, is by and among PAR PETROLEUM, LLC, a Delaware limited liability company (the “Company”), PAR HAWAII, INC., a Hawaii corporation (“PHI”), MID PAC PETROLEUM, LLC, a Delaware limited liability company (“Mid Pac”), HIE RETAIL, LLC, a Hawaii limited liability company (“HIE”), 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, Mid Pac, HIE, and Hermes, “Borrowers”), the Guarantors party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacity, “Agent”).
NOTELoan Agreement • January 14th, 2019 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • Hawaii
PAR PACIFIC HOLDINGS, INC., a Delaware corporation (the “Borrower”), promises to pay to the order of BANK OF HAWAII, a Hawaii corporation (the “Bank”), the principal sum of $45,000,000, together with interest on outstanding principal balances hereunder, computed on the basis of the actual number of days elapsed between payments and based on a 360-day year, as set forth below.
COLLATERAL TRUST AND INTERCREDITOR AGREEMENT dated as of December 21, 2017 among PAR PETROLEUM, LLC, and PAR PETROLEUM FINANCE CORP., THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee under...Collateral Trust and Intercreditor Agreement • January 14th, 2019 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • New York
This COLLATERAL TRUST AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of December 21, 2017 is by and among PAR PETROLEUM, LLC, a Delaware limited liability company (the “Company”), PAR PETROLEUM FINANCE CORP., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the other Grantors (as defined below) from time to time party hereto, Wilmington Trust, National Association, as indenture trustee under the Closing Date Indenture (as defined below) (in such capacity and together with its successors and assigns in such capacity, the “Indenture Trustee”), J. ARON & COMPANY LLC, as a Secured Representative (as defined below) under the J. Aron Hedge Agreement (as defined below) (“J. Aron”), each additional Secured Representative (as defined below) that executes and delivers a Joinder (as defined below), and Wilmington Trust, National Association, as Collateral Trustee (in such capacity and together with its permitted successors and assigns in such capac
AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 14th, 2019 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas
This AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of January 11, 2019 by and among TrailStone NA Oil & Refining Holdings, LLC, a Delaware limited liability company (“Seller”), Par Petroleum, LLC, a Delaware limited liability company (“Buyer”), and Par Pacific Holdings, Inc., a Delaware corporation (“Buyer Parent”). Seller, Buyer and Buyer Parent may be referred to herein each as a “Party” and together as the “Parties.”
ISDA® International Swaps and Derivatives Association, Inc. SCHEDULE to the First Lien 2002 Master Agreement dated as of March 17, 2016 Between MERRILL LYNCH COMMODITIES, INC., a corporation organized and existing under the laws of the State of...First Lien Isda Schedule • January 14th, 2019 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • New York
