SECTION 2 Amendment to Security Agreement
Section 2.1 Upon the effectiveness of this Amendment:
(a) Section 5.2(b)(ii) of the Security Agreement is hereby amended by (i) deleting the text and in subsection (N) thereof; (ii) replacing the text . with the text ; in subsection (O) thereof; and (iii) inserting immediately after subsection (O) thereof the following new subsections (P) and (Q):
(P) Indebtedness with respect to the Term Loan and Guaranty Agreement, dated as of January 10, 2019, among Par Pacific, Par Petroleum, LLC, Par Petroleum Finance Corp., the guarantors party thereto from time to time, the lenders party thereto from time to time and Goldman Sachs Bank USA, as administrative agent for the lenders (as amended, restated, supplemented or otherwise modified from time to time, the Term Loan Agreement) in an aggregate principal amount not to exceed $250,000,000 plus additional principal amounts that are permitted to be incurred under the Term Loan Agreement (as such agreement is in effect on January 10, 2019 and without giving effect to any amendments thereto), and any refinancing, refunding, renewal or extension thereof; provided that (1) the aggregate principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (2) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Company or Aron than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; and
(Q) Indebtedness constituting Pari Passu Lien Hedge Agreements (as defined in and permitted under the Indenture) and guarantees thereof.
(b) Section 5(b) of the Security Agreement is hereby amended by inserting immediately after subsection (vi) thereof the following new subsection (vii):
(vii) Other Intermediation Agreements. With respect to any Intermediation Agreement (as defined in the Indenture) and Intermediation Facility (as defined in the ABL Facility) to which an Intermediation Counterparty (as defined in the Indenture) other than Aron is party (each, an Other Intermediation Agreement), (i) the Company shall, and shall cause its Affiliates to, comply with the terms, conditions and covenants in the Indenture and/or the Term Loan Agreement relating to Intermediation Agreements and in the ABL Facility relating to Intermediation Facilities and (ii) the Company shall, and shall cause its Affiliates to, promptly provide to Aron copies of all notices, amendments, waivers, consents and other similar documents executed and delivered under the Indenture and/or the Term Loan Agreement relating to any such Intermediation Agreement or under the ABL Facility relating to any such Intermediation Facility.