0001193125-13-381112 Sample Contracts

STORAGE AND SERVICES AGREEMENT DATED SEPTEMBER 25, 2013 Between TESORO HAWAII, LLC and BARCLAYS BANK PLC Allen & Overy LLP 0101802-0000002 NY:17027009.24
Storage and Services Agreement • September 27th, 2013 • Par Petroleum Corp/Co • Crude petroleum & natural gas • New York
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MEMBERSHIP INTERESTS FIRST LIEN PLEDGE AGREEMENT DATED AS OF SEPTEMBER 25, 2013 Between HAWAII PACIFIC ENERGY, LLC, as Pledgor, and WELLS FARGO BANK, NATIONAL ASSOCIATION as Inventory Collateral Agent Allen & Overy LLP
Membership Interests • September 27th, 2013 • Par Petroleum Corp/Co • Crude petroleum & natural gas • New York

THIS MEMBERSHIP INTERESTS FIRST LIEN PLEDGE AGREEMENT (this Agreement) is dated as of September 25, 2013, between HAWAII PACIFIC ENERGY, LLC (the Pledgor) and Wells Fargo Bank, National Association (the Inventory Collateral Agent) as Inventory Collateral Agent for and on behalf of the First Lien Secured Parties.

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TENTH AMENDMENT TO DELAYED DRAW TERM LOAN CREDIT AGREEMENT
Term Loan Credit Agreement • September 27th, 2013 • Par Petroleum Corp/Co • Crude petroleum & natural gas

TENTH AMENDMENT TO DELAYED DRAW TERM LOAN CREDIT AGREEMENT (this “Amendment”), dated September 25, 2013, 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 undersigned Lenders party hereto, and Jefferies Finance LLC, as administrative agent (the “Administrative Agent”).

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ABL LOAN SECOND LIEN SECURITY AGREEMENT DATED AS OF SEPTEMBER 25, 2013 Between TESORO HAWAII, LLC, as Grantor, and WELLS FARGO BANK, NATIONAL ASSOCIATION as Inventory Collateral Agent Allen & Overy LLP
Lien Security Agreement • September 27th, 2013 • Par Petroleum Corp/Co • Crude petroleum & natural gas • New York

THIS ABL LOAN SECOND LIEN SECURITY AGREEMENT (this Agreement) is dated as of September 25, 2013, between Persons identified in Schedule 1 (Grantors) (such Persons together with any additional Persons who join this Agreement pursuant to Section 10.5 (Additional Grantor), (the Grantors and each a Grantor) and Wells Fargo Bank, National Association (the Inventory Collateral Agent) as Inventory Collateral Agent for and on behalf of the Second Lien Secured Parties.

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INVENTORY SECOND LIEN SECURITY AGREEMENT DATED AS OF SEPTEMBER 25, 2013 Between TESORO HAWAII, LLC, as Grantor, and DEUTSCHE BANK AG NEW YORK BRANCH as ABL Loan Collateral Agent
Inventory Second Lien Security Agreement • September 27th, 2013 • Par Petroleum Corp/Co • Crude petroleum & natural gas • New York

THIS INVENTORY SECOND LIEN SECURITY AGREEMENT (this Agreement) is dated as of September 25, 2013, between Persons identified in Schedule 1 (Grantors) (such Persons together with any additional Persons who join this Agreement pursuant to Section 10.5 (Additional Grantor), (the Grantors and each a Grantor) and Deutsche Bank AG New York Branch (the ABL Loan Collateral Agent), as ABL Loan Collateral Agent for and on behalf of the Second Lien Secured Parties.

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AGENCY AND ADVISORY AGREEMENT DATED SEPTEMBER 25, 2013 Between TESORO HAWAII, LLC and BARCLAYS BANK PLC Allen & Overy LLP
Agency and Advisory Agreement • September 27th, 2013 • Par Petroleum Corp/Co • Crude petroleum & natural gas • New York
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MEMBERSHIP INTERESTS SECOND LIEN PLEDGE AGREEMENT DATED AS OF SEPTEMBER 25, 2013 Between HAWAII PACIFIC ENERGY, LLC, as Pledgor, and DEUTSCHE BANK AG NEW YORK BRANCH as ABL Loan Collateral Agent
Membership Interests • September 27th, 2013 • Par Petroleum Corp/Co • Crude petroleum & natural gas • New York

THIS MEMBERSHIP INTERESTS SECOND LIEN PLEDGE AGREEMENT (this Agreement) is dated as of September 25, 2013, between HAWAII PACIFIC ENERGY, LLC (the Pledgor) and Deutsche Bank AG New York Branch (the ABL Loan Collateral Agent), as ABL Loan Collateral Agent for and on behalf of the Second Lien Secured Parties.

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ABL CREDIT AGREEMENT among HAWAII PACIFIC ENERGY, LLC TESORO HAWAII, LLC CERTAIN OF ITS SUBSIDIARIES FROM TIME TO TIME PARTY HERETO, VARIOUS LENDERS, DEUTSCHE BANK AG NEW YORK BRANCH, as ADMINISTRATIVE AGENT and ABL LOAN COLLATERAL AGENT and DEUTSCHE...
Abl Credit Agreement • September 27th, 2013 • Par Petroleum Corp/Co • Crude petroleum & natural gas

WHEREAS, Holdings has entered into the Membership Interest Purchase Agreement dated as of June 17, 2013 (as amended, modified or supplemented from time to time, the “MIPA”) by and among Tesoro Corporation (“Tesoro”), the Company and Holdings;

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INTERCREDITOR AGREEMENT DATED AS OF September 25, 2013 Between BARCLAYS BANK PLC, as INVENTORY PARTY DEUTSCHE BANK AG NEW YORK BRANCH, as ADMINISTRATIVE AGENT and ABL LOAN COLLATERAL AGENT, WELLS FARGO BANK, NATIONAL ASSOCIATION, as INVENTORY...
Intercreditor Agreement • September 27th, 2013 • Par Petroleum Corp/Co • Crude petroleum & natural gas • New York

This INTERCREDITOR AGREEMENT (this Agreement) dated as of September 25, 2013 (this Agreement) is made by and between BARCLAYS BANK PLC (the Inventory Party), WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as the inventory collateral agent under this Agreement and under the Inventory Security Documents (together with its successors and assigns, in such capacity, the Inventory Collateral Agent) for and on behalf of the Inventory Party, DEUTSCHE BANK AG NEW YORK BRANCH, in its capacity as the administrative agent under the ABL Loan Credit Agreement (as defined below) (together with its successors and assigns, in such capacity, the Administrative Agent) for and on behalf of the Loan Parties (other than the Administrative Agent), DEUTSCHE BANK AG NEW YORK BRANCH, as asset based loan collateral agent under this Agreement and under the ABL Loan Security Documents (together with its successors and assigns, in such capacity, the ABL Loan Collateral Agent, and together with the Inventor

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INVENTORY FIRST LIEN SECURITY AGREEMENT DATED AS OF SEPTEMBER 25, 2013 Between TESORO HAWAII, LLC, as Grantor, and WELLS FARGO BANK, NATIONAL ASSOCIATION as Inventory Collateral Agent Allen & Overy LLP
Inventory First Lien Security Agreement • September 27th, 2013 • Par Petroleum Corp/Co • Crude petroleum & natural gas • New York

THIS INVENTORY FIRST LIEN SECURITY AGREEMENT (this Agreement) is dated as of September 25, 2013, between Persons identified in Schedule 1 (Grantors) (such Persons together with any additional Persons who join this Agreement pursuant to Section 10.5 (Additional Grantor), (the Grantors and each a Grantor) and Wells Fargo Bank, National Association (the Inventory Collateral Agent) as Inventory Collateral Agent for and on behalf of the First Lien Secured Parties.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 27th, 2013 • Par Petroleum Corp/Co • Crude petroleum & natural gas • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 25, 2013, 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.

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ABL LOAN FIRST LIEN SECURITY AGREEMENT DATED AS OF SEPTEMBER 25, 2013 Between TESORO HAWAII, LLC, as Grantor, and DEUTSCHE BANK AG NEW YORK BRANCH as ABL Loan Collateral Agent
Loan First Lien Security Agreement • September 27th, 2013 • Par Petroleum Corp/Co • Crude petroleum & natural gas • New York

THIS ABL LOAN FIRST LIEN SECURITY AGREEMENT (this Agreement) is dated as of September 25, 2013, between Persons identified in Schedule 1 (Grantors) (such Persons together with any additional Persons who join this Agreement pursuant to Section 10.5 (Additional Grantor), (the Grantors and each a Grantor) and Deutsche Bank AG New York Branch (the ABL Loan Collateral Agent), as ABL Loan Collateral Agent for and on behalf of the First Lien Secured Parties.

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FRAMEWORK AGREEMENT DATED SEPTEMBER 25, 2013 Between TESORO HAWAII, LLC HAWAII PACIFIC ENERGY, LLC and BARCLAYS BANK PLC Allen & Overy LLP 0101802-0000002 NY:17027002.32
Framework Agreement • September 27th, 2013 • Par Petroleum Corp/Co • Crude petroleum & natural gas • New York
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