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).
A. The Borrowers, the Guarantors, the Lenders and the Agent are parties to that certain Loan and Security Agreement dated as of December 21, 2017 (as amended by that certain First Amendment to Loan and Security Agreement, dated as of April 3, 2018, that certain Increase Agreement, dated as of July 24, 2018, that certain Second Amendment and Limited Waiver to Loan and Security Agreement, dated as of October 16, 2018, and that certain Third Amendment to Loan and Security Agreement, dated as of December 14, 2018, and as amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the Existing Agreement; the Existing Credit Agreement as amended hereby and as may be amended, amended and restated, supplemented or otherwise modified from time to time, the Credit Agreement), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrowers.
B. The Borrowers, the Guarantors, the Lenders and the Agent desire to amend and waive certain provisions of the Existing Credit Agreement as more fully described herein.
C. NOW, THEREFORE, to induce the Agent and the Lenders to enter into this Fourth Amendment and in consideration of the promises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Fourth Amendment (unless otherwise indicated). Unless otherwise indicated, all section references in this Fourth Amendment refer to sections of the Credit Agreement.
Section 2. Limited Consent and Waiver. In reliance on the representations, warranties, covenants and agreements contained in this Fourth Amendment, and subject to the terms and conditions contained herein, the parties hereto hereby waive the requirement to (i) deliver a certificate of a Senior Officer at least five Business Days prior to the date on which the acquisition of TrailStone NA Asset Finance I, LLC, a Delaware limited liability company to be renamed Par Tacoma, LLC (Par Tacoma), and its Subsidiaries, is to be consummated, as required by the definition of Permitted Acquisition in the Credit Agreement and (ii) to provide prior notice of the acquisition of Par Tacoma and its Subsidiaries as required by Section 10.2.10 of the Credit Agreement.