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 capacity, the Collateral Trustee).
WHEREAS, the Issuers have entered into an Indenture, dated as of December 21, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the Closing Date Indenture), among the Issuers, the Grantors from time to time party thereto, Par Pacific Holdings, Inc. for the limited purposes set forth therein, and the Indenture Trustee and Wilmington Trust, National Association, as collateral trustee, pursuant to which the Issuers have issued the notes thereunder;
WHEREAS, Par Hawaii Refining, LLC, a subsidiary of the Company and a Grantor hereunder (Par Hawaii) has entered into an ISDA Master Agreement, dated as of June 1, 2015 with J. Aron (as defined below), including the Amended and Restated Schedule thereto dated as of December 21, 2017 and all other annexes, exhibits and attachments thereto and all transactions from time to time entered into thereunder (including transactions outstanding on the date hereof and any transactions hereafter entered into), as each may be amended, supplemented, amended and restated or otherwise modified and in effect from time to time (the J. Aron Hedge Agreement) and the Hedge Agreement Obligations thereunder are to constitute Secured Debt as contemplated hereby;
WHEREAS, in connection with the execution and delivery of the Closing Date Indenture, and in connection with and as required by the J. Aron Hedge Agreement, (i) the Issuers are entering that certain Pledge and Security Agreement, dated as of the date hereof, among the Issuers and the other Grantors named therein and the Collateral Trustee (amended, amended and restated, supplemented or otherwise modified from time to time, the Security Agreement), (ii) certain Grantors are entering into a deposit account control agreement and (iii) certain Grantors will enter into certain Mortgages (as defined below) on a post-closing basis, which Security Agreement, control agreements and Mortgages provide for the Secured Obligations (as defined below) to be secured equally and ratably by the collateral described therein; and
WHEREAS, the Collateral Trustee has agreed to act as collateral trustee on behalf of all present and future Secured Parties (as defined below) with respect to the Collateral and is entering into this Agreement to, among other things, define the rights, duties, authority and responsibilities of the Collateral Trustee and the relationship among the Secured Parties regarding their interests in the Collateral.