PAR PETROLEUM CORP/CO (Form: 8-K, Received: 01/03/2013 06:06:54)

Par Petroleum Corporation

Dated: January 2, 2013

/s/ R. Seth Bullock

R. Seth Bullock

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 27, 2012

Par Petroleum Corporation

(Exact name of registrant as specified in its charter)

Delaware

0-16203

84-1060803

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1301 McKinney, Suite 2025

Houston, Texas

77010

(Address of principal executive offices)

(Zip Code)

(713) 969-3293

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Purchase and Sale Agreement

On December 31, 2012, Par Petroleum Corporation, a Delaware corporation (the “ Company ”), purchased from SEACOR Energy Holdings Inc., a Delaware corporation (the “ Seller ”), an indirect wholly owned subsidiary of SEACOR Holdings Inc., a Delaware corporation (“ SEACOR Holdings ”), all of the issued and outstanding shares of common stock (the “ Purchased Shares ”) of SEACOR Energy, Inc., a Delaware corporation (“ SEI ”), and indirectly SEI’s wholly owned subsidiary, SEACOR Energy Canada Limited, an Alberta corporation (“ SEACOR Canada ”), pursuant to the terms of a Purchase and Sale Agreement (the “ Purchase Agreement ”), by and among the Company, the Seller, SEACOR Holdings, as guarantor, and, solely with respect to certain indemnification obligations, Gateway Terminals LLC. The total consideration for the purchase of the Purchased Shares is approximately $14.0 million, payable in cash ($3.45 million of which was previously paid as a deposit), plus estimated net working capital at closing. The Purchase Agreement contains customary representations, warranties, covenants and indemnification obligations of the parties. In connection with the closing of the Purchase Agreement, SEI was renamed Texadian Energy, Inc. (“ Texadian ”) and SEACOR Canada was renamed Texadian Energy Canada Limited.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated by reference herein. The Purchase Agreement was filed to provide investors with information regarding its terms and is not intended to provide other factual information about the parties thereto. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purpose of such Purchase Agreement, were made as of specific dates and were solely for the benefit of the parties thereto. The assertions embodied in those representations, warranties and covenants are qualified by information in confidential disclosure schedules that were exchanged in connection with signing the Purchase Agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the Purchase Agreement. Accordingly, investors should not rely on the representations, warranties and covenants, or any descriptions thereof, as characterizations of the actual state of facts at the time they were made or otherwise.

Third Amendment to Delayed Draw Term Loan Credit Agreement, Joinder, Waiver, Consent and Omnibus Amendment Agreement

On December 28, 2012, in order to fund a portion of the purchase price for the Purchased Shares, the Company and certain subsidiaries of the Company (the “ Guarantors ”) entered into a Third Amendment to Delayed Draw Term Loan Credit Agreement, Joinder, Waiver, Consent and Omnibus Amendment Agreement (the “ Third Amendment ”) with Jefferies Finance LLC, as administrative agent (the “ Agent ”) for the lenders party thereto from time to time, including WB Delta, Ltd., ZCOF Par Petroleum Holdings, L.L.C., Waterstone Offshore ER Fund, Ltd., Prime Capital Master SPC, GOT WAT MAC Segregated Portfolio, Waterstone Market Neutral MAC51, Ltd., Waterstone Market Neutral Master Fund, Ltd., Waterstone MF Fund, Ltd., Nomura Waterstone Market Neutral Fund, Ltd., Waterstone Offshore BLR Fund Ltd., Waterstone Distressed Opportunities BLR Fund Ltd., Waterstone Offshore AD BLR Fund Ltd and Highbridge International, LLC (collectively, the “ Tranche B Lenders ”), pursuant to which the Tranche B Lenders agreed to extend additional borrowings to the Company (the “ Tranche B Loan ”). The total commitment of the Tranche B Lenders of $35.0 million was drawn at closing. In addition to funding a portion of the purchase price under the Purchase Agreement, the Tranche B Loan will provide cash collateral for a new $30 million Letter of Credit Facility with Compass Bank (as described below) that will support Texadian’s crude oil operations.

Set forth below are certain of the material terms of the Tranche B Loan:

Interest . At the election of the Company, the Tranche B Loan will bear interest at a rate equal to 9.75% per annum payable either (i) in cash or (ii) in-kind.

At any time after an event of default has occurred and is continuing, (i) all outstanding obligations will, to the extent permitted by applicable law, bear interest at a rate per annum equal to 11.75% and (ii) all interest accrued and accruing will be payable in cash on demand.

Prepayment . The Company may prepay the Tranche B Loan at any time, provided that any prepayment is in an integral multiple of $100,000 and not less than $100,000 or, if less, the outstanding principal amount of the Tranche B Loan.

Collateral . The Tranche B Loan is secured by a lien on substantially all of the assets of the Company and its subsidiaries, including Texadian, but excluding the Company’s equity interests in Piceance Energy, LLC held by Par Piceance Energy Equity LLC, a wholly owned subsidiary of the Company.

Guaranty . All obligations of the Company under the Tranche B Loan are unconditionally guaranteed by the Guarantors, including, as of the closing of the Purchase Agreement, Texadian.

Fees and Commissions . The Company agreed to pay the Tranche B Lenders a nonrefundable exit fee equal to five percent (5%) of the aggregate amount of the Tranche B Loan. The exit fee is earned in full and payable on the maturity date of the Tranche B Loan or, if earlier, the date on which the Tranche B Loan is paid in full.

Maturity Date . The Tranche B Loan matures and is payable in full on July 1, 2013.

The foregoing description of the Third Amendment and the Tranche B Loan is qualified in its entirety by reference to the Third Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Letter of Credit Facility

On December 27, 2012, the Company entered into a letter of credit facility agreement with Compass Bank, as the lender (the “ Compass Letter of Credit Facility ”). The Compass Letter of Credit Facility, which matures on December 26, 2013, provides for a letter of credit facility in an aggregate principal amount of $30.0 million that is available for the issuance of cash-collateralized standby letters of credit for the Company or any of the Company’s subsidiaries’ account. Letters of credit issued under the Compass Letter of Credit Facility are secured by an amount of cash pledged and delivered by the Company to Compass equal to one hundred five percent (105%) of the undrawn amount of all outstanding letters of credit. The Company agreed to pay a letter of credit fee equal to one and one half percent (1.5%) per annum of the stated face amount of each letter of credit for the number of days such letter of credit is to remain outstanding plus standard and customary administrative fees. The Compass Letter of Credit Facility requires the Company to comply with various affirmative and negative covenants affecting its business and operations. However, the Company is not required to comply with any financial maintenance covenants.

In connection with the closing of the Purchase Agreement, at the Company’s request, Compass Bank issued an Irrevocable Standby Letter of Credit in favor of SEACOR Holdings in the amount of $11,710,000 (the “ Irrevocable Standby Letter of Credit ”). The Irrevocable Standby Letter of Credit will secure SEACOR Holdings in the event that either of the following letters of credit is drawn: (i) the letter of credit issued by DNB Bank, ASA in favor of Suncor Energy Marketing Inc., with a maturity date of February 5, 2013; or (ii) the letter of credit issued by DNB Bank, ASA in favor of Cenovus Energy Marketing Services Limited, with a maturity date of February 5, 2013.

The foregoing description of the Compass Letter of Credit Facility is qualified in its entirety by reference to the Compass Letter of Credit Facility, a copy of which is attached hereto as Exhibit 10.2 and incorporated by reference herein.

Fairness Opinion

The fairness, from a financial point of view, of the consideration to be paid by the Company in the Texadian acquisition and the pricing of the Trance B Loan to the disinterested stockholders of the Company, was opined upon for independent members of the Board of Directors of the Company by its independent financial advisor, Stout Risus Ross, Inc.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information provided under Item 1.01 in this Current Report on Form 8-K regarding the Purchase Agreement is incorporated by reference into this Item 2.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided under Item 1.01 in this Current Report on Form 8-K regarding the Third Amendment and the Compass Letter of Credit Facility is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On January 2, 2013, the Company issued a press release announcing its acquisition of SEI. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instructions B.2 and B.6 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(a)	Financial Statements of Businesses Acquired

The financial statements required by Item 9.01(a) will be filed by amendment no later than 71 calendar days after the date that this Current Report on Form 8-K was required to be filed with respect to the disclosure in Item 2.01 above.

(b)	Pro Forma Financial Information

The financial information required by Item 9.01(b) will be filed by amendment no later than 71 calendar days after the date that this Current Report on Form 8-K was required to be filed with respect to the disclosure in Item 2.01 above.

(c)	Shell Company Transactions

None.

(d)

Exhibits



2.1*		Purchase and Sale Agreement dated as of December 31, 2012, by and among Par Petroleum Corporation, SEACOR Energy Holdings Inc., SEACOR Holdings Inc., and Gateway Terminals LLC.

10.1		Third Amendment to Delayed Draw Term Loan Credit Agreement, Joinder, Waiver, Consent and Omnibus Amendment Agreement dated as of December 28, 2012, by and among the Company, the Guarantors party thereto, the Lenders party thereto and Jefferies Finance LLC, as administrative agent for the Lenders.

10.2		Letter of Credit Facility Agreement dated as of December 27, 2012, by and between Par Petroleum Corporation and Compass Bank.

99.1		Press Release dated January 2, 2013.

*	Schedules and similar attachments to the Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 2.1

EXECUTION COPY

PURCHASE AND SALE AGREEMENT

by and among

PAR PETROLEUM CORPORATION,

as Buyer

SEACOR ENERGY HOLDINGS INC.,

as Seller

SEACOR HOLDINGS INC.,

as Guarantor

and

GATEWAY TERMINALS LLC,

solely with respect to Section 8.1(b)(iv)

Dated as of December 31, 2012

TABLE OF CONTENTS


	Page
Article I PURCHASE AND SALE OF THE PURCHASED EQUITY		1
Section 1.1 Purchase and Sale of the Purchased Equity		1
Section 1.2 Payment of Purchase Price		2
Section 1.3 Closing		2
Section 1.4 Working Capital Adjustment		2
Section 1.5 Closing Deliverables		4

Article II DEFINITIONS		5
Section 2.1 Specific Definitions		5
Section 2.2 Other Definitional Provisions		12

Article III REPRESENTATIONS AND WARRANTIES AS TO SELLER		13
Section 3.1 Organization		13
Section 3.2 Authorization, etc.		13
Section 3.3 Conflicts and Consents		13
Section 3.4 Title to the Purchased Equity		14
Section 3.5 Litigation		14
Section 3.6 Brokers and Finders		14

Article IV REPRESENTATIONS AND WARRANTIES AS TO THE COMPANY AND ITS SUBSIDIARIES		14
Section 4.1 Corporate Status, etc.		14
Section 4.2 Capitalization		15
Section 4.3 Reports and Financial Statements		16
Section 4.4 Absence of Undisclosed Liabilities		16
Section 4.5 Absence of Certain Changes or Events		16
Section 4.6 Tax Matters		17
Section 4.7 Litigation		19
Section 4.8 Compliance with Laws		19
Section 4.9 Employee Benefits		19
Section 4.10 Permits		20
Section 4.11 Leases		21
Section 4.12 Sufficiency of Assets; Title		21
Section 4.13 Intellectual Property		21
Section 4.14 Material Contracts		22
Section 4.15 Insurance		23
Section 4.16 Environmental Matters		24
Section 4.17 Labor Matters		24
Section 4.18 Affiliate Transactions		25


Section 4.19 Disposal of Crude Oil			25
Section 4.20 Imbalances			25

Article V REPRESENTATIONS AND WARRANTIES OF BUYER			25
Section 5.1 Organization			25
Section 5.2 Authorization, etc.			25
Section 5.3 Conflicts, Consents			26
Section 5.4 Litigation			26
Section 5.5 Purchase for Investment			26
Section 5.6 Sufficient Funds			26
Section 5.7 Brokers and Finders			27
Section 5.8 Inspections, No Other Representations			27

Article VI COVENANTS			27
Section 6.1 Directors and Officers			27
Section 6.2 Tax Matters			28
Section 6.3 Employee Benefits			31
Section 6.4 Use of Names			32
Section 6.5 Personal Information			32
Section 6.6 Release			32
Section 6.7 Non-Solicit			33

Article VII SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS			34
Section 7.1 Survival of Representations and Warranties			34

Article VIII INDEMNIFICATION			34
Section 8.1 Indemnification			34
Section 8.2 Indemnification Procedure for Third Party Claims			36
Section 8.3 Indemnification Procedures for Direct Claims			37
Section 8.4 Calculation of Indemnity Payments			38
Section 8.5 Exclusive Remedy			38
Section 8.6 Adjustment to Purchase Price			38

Article IX GENERAL PROVISIONS			39
Section 9.1 Expenses			39
Section 9.2 Further Actions			39
Section 9.3 Post-Closing Access			39
Section 9.4 Certain Limitations			40
Section 9.5 Notices			40
Section 9.6 Assignment, Successors			41
Section 9.7 Amendment, Waivers, etc.			42
Section 9.8 Entire Agreement			42


Section 9.9 Knowledge, Interpretation			42
Section 9.10 Severability			43
Section 9.11 Headings			43
Section 9.12 Counterparts			43
Section 9.13 Governing Law			43
Section 9.14 Enforcement of Agreement			43
Section 9.15 Consent to Jurisdiction, etc.			44
Section 9.16 Waiver of Punitive and Other Damages and Jury Trial			44
Section 9.17 Conflict of Interest			45
Section 9.18 Currency			46
Section 9.19 Guaranty			46


Exhibit A		Accounting Principles
Exhibit B		Form of Transition Services Agreement

iii

PURCHASE AND SALE AGREEMENT, dated as of December 31, 2012, by and among Par Petroleum Corporation, a Delaware corporation (“ Buyer ”), SEACOR Energy Holdings Inc., a Delaware corporation (“ Seller ”), SEACOR Holdings Inc., a Delaware corporation (“ SEACOR ”) and solely with respect to Section 8.1(b)(iv) , Gateway Terminals LLC, a Delaware limited liability company (“ Gateway ”).

W I T N E S S E T H :

WHEREAS, Seller owns all of the issued and outstanding shares of common stock of SEACOR Energy, Inc., a Delaware corporation (such company being referred to as the “ Company ” and such shares of common stock being referred to as the “ Purchased Equity ”);

WHEREAS, the Company owns all of the issued and outstanding common shares of SEACOR Energy Canada Limited, a corporation existing under the laws of Alberta, Canada (such company being referred to as “ SEACOR Energy Canada ” and such shares of SEACOR Energy Canada being referred to as the “ SEACOR Energy Canada Shares ”);

WHEREAS, Seller wishes to sell the Purchased Equity to Buyer, and Buyer wishes to purchase the Purchased Equity from Seller, upon the terms and conditions and for the consideration set forth in this Agreement;

WHEREAS, concurrently with the execution of this Agreement, SEACOR and Buyer have entered into the Transition Services Agreement;

WHEREAS, as a material inducement to Buyer to enter into this Agreement and for the sum of $10 paid by Buyer (on behalf of the Company) to Gateway, Gateway has agreed to indemnify the Buyer Indemnified Parties with respect to the matters set forth in Section 8.1(b)(iv) ; and

NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and warranties made herein and of the mutual benefits to be derived therefrom, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

PURCHASE AND SALE OF THE PURCHASED EQUITY

Section 1.1 Purchase and Sale of the Purchased Equity . On the terms and conditions hereof, Seller hereby sells, transfers, conveys, assigns and delivers to Buyer, and Buyer hereby purchases, acquires and accepts from Seller, the Purchased Equity, free and clear of any and all Liens. The purchase price for the Purchased Equity shall be $14,000,000 (the “ Base Purchase Price ”), plus the Final Working Capital, as adjusted pursuant to the procedures set forth in Section 1.4 (collectively, the “ Purchase Price ”).

Section 1.2 Payment of Purchase Price .

(a) Payment at Closing . On the Closing Date, Buyer shall pay to Seller an amount equal to the Base Purchase Price, plus the Estimated Working Capital, plus $25,000 representing fifty percent (50%) of the expense to procure the Tail Policy, plus $20 representing consideration to Gateway, minus the Deposit Amount, minus $8,500 representing fifty percent (50%) of the cost to obtain the Standby LC (collectively, the “ Closing Date Payment ”).

(b) Post-Closing Adjustment . Within three (3) Business Days following the completion of the determination of the Final Working Capital pursuant to Section 1.4 , (i) if an Adjusted Excess Amount exists, Buyer shall pay to Seller an amount in cash equal to such Adjusted Excess Amount by wire transfer of immediately available funds to an account or accounts designated in advance by Seller, and (ii) if an Adjusted Shortfall Amount exists, Seller shall pay to Buyer an amount in cash equal to the Adjusted Shortfall Amount by wire transfer of immediately available funds to an account or accounts designated in advance by Buyer.

Section 1.3 Closing .

(a) The closing of the sale and purchase of the Purchased Equity (the “ Closing ”) will take place at the offices of Milbank, Tweed, Hadley & McCloy LLP (“ Milbank ”), One Chase Manhattan Plaza, New York, New York on the date hereof (the “ Closing Date ”).

(b) Proceedings . Except as otherwise specifically provided for herein, all proceedings that will be taken and all documents that will be executed and delivered by the parties on the Closing Date will be deemed to have been taken and executed simultaneously, and no proceeding will be deemed taken or any document executed and delivered until all such proceedings have been taken, and all such documents have been executed and delivered.

Section 1.4 Working Capital Adjustment .

(a) Prior to Closing, Seller has furnished to Buyer the statement attached hereto as Schedule 1.4(a) , reflecting Seller’s good faith estimate of the Working Capital as of the Closing Date (the “ Estimated Working Capital ”).

(b) As promptly as practicable, but no later than ninety (90) days after the Closing, Buyer will cause to be prepared and delivered to Seller a statement setting forth the Working Capital as of the Closing Date (such statement the “ Draft Closing Statement ”). The Draft Closing Statement shall present Buyer’s calculation of the Working Capital as of the Closing Date.

(c) If Seller disagrees with one or more of the items set forth on the Draft Closing Statement, Seller may, within thirty (30) days after receipt of the Draft Closing Statement, deliver a written notice to Buyer disagreeing with some or all of such items and setting forth the basis thereof and the adjustment Seller believes should be made (the “ Working Capital Seller Objection ”). The Working Capital Seller Objection shall specify those items or amounts as to which Seller disagrees as well as the reasons for such disagreement in reasonable detail, and Seller shall otherwise be deemed to have agreed with all other items and amounts contained in the Draft Closing Statement and Buyer’s calculation of any of the undisputed items. If Seller fails to deliver a Working Capital Seller Objection within such thirty (30)-day period, or if Seller notifies Buyer that Seller has no objection to the Draft Closing Statement, all calculations, valuations and allocations set forth on the Draft Closing Statement shall be final, binding, conclusive and non-appealable for all purposes of this Agreement.

(d) If a Working Capital Seller Objection shall be duly delivered pursuant to Section 1.4(c) , Seller and Buyer shall, during the thirty (30) days following such delivery, use all reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of any such disputed item. If, at the conclusion of such period or any mutually agreed extension thereof, Seller and Buyer are unable to reach an agreement, either party may submit to Hein & Associates LLP (or if such firm is unwilling or unable to serve, such other accounting firm or Person as may be agreed to by Buyer and Seller) (the firm ultimately chosen, the “ Accounting Referee ”) all items remaining in dispute. The Accounting Referee shall promptly review this Section 1.4 and the disputed items or amounts for the purpose of determining such disputed items or amounts. In making such determination, the Accounting Referee shall consider only those items or amounts in Buyer’s calculation of disputed items or amounts as to which Seller has disagreed solely in accordance with the terms of this Agreement and not by independent review. In no event shall the Accounting Referee’s determination be outside of the range of amounts claimed by the respective parties with respect to those items in dispute. Seller and Buyer shall make available to the Accounting Referee, at reasonable times, all relevant books and records and any work papers (including those of the parties’ respective accountants) relating to the Draft Closing Statement, the Working Capital Seller Objection and all other items reasonably requested by the Accounting Referee. Seller and Buyer agree to execute, if requested by the Accounting Referee, a reasonable engagement letter, including customary indemnification provisions in favor of the Accounting Referee. The Accounting Referee shall deliver to Seller and Buyer, as promptly as practicable, but in no event later than forty-five (45) calendar days after its engagement, a report setting forth such calculation. Such report shall be final, binding, conclusive and non-appealable for all purposes hereunder. The fees, costs and expenses of the Accounting Referee shall be borne by Buyer and Seller, as the case may be, in inverse proportion as they may prevail on such amounts in dispute and the remainder of such expenses and fees shall be borne by the other party. The proportionate allocation shall be determined by the Accounting Referee and included in its report.

(e) Seller and Buyer agree that they will, and Buyer agrees to cause its and the Company’s respective independent accountants and the Company to, cooperate and assist in the preparation and review of the Draft Closing Statement and the calculation of the items or amounts therein, including the making available of books, records, work papers and personnel at such reasonable times as are reasonably requested.

(f) If, following the determination of the Final Working Capital pursuant to this Section 1.4 , an Adjusted Excess Amount exists, such Adjusted Excess Amount shall be paid by Buyer to Seller in accordance with Section 1.2(b)(i) . If, following the determination of the Final Working Capital pursuant to this Section 1.4 , an Adjusted Shortfall Amount exists, such Adjusted Shortfall Amount shall be paid by Seller to Buyer in accordance with Section 1.2(b)(ii) .

(g) Any payments made pursuant to Section 1.4(c) shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Section 1.5 Closing Deliverables .

(a) At Closing, Seller shall deliver to Buyer the following:

(i) Stock certificates from Seller representing the shares of Purchased Equity, duly endorsed in blank or accompanied by stock transfer powers, sufficient to transfer such shares to Buyer.

(ii) A duly executed counterpart to the Transition Services Agreement.

(iii) The consents listed on Schedule 1.5(a) .

(iv) For the Company and its Subsidiary, certificates issued by an appropriate authority of the jurisdiction of organization of each entity and each other jurisdiction listed in Schedule 4.1 , certifying that such entity is in good standing under the Laws of such jurisdiction (collectively, the “ Good Standing Certificates ”) (to the extent the concept is legally recognized under the applicable Laws of the state or jurisdiction of its organization).

(v) A certificate executed by an authorized officer of each of the Company and its Subsidiary certifying and attaching the (A) Organizational Documents of the Company and its Subsidiary, respectively and (B) Good Standing Certificates.

(vi) A certificate of non-foreign status in accordance with Section 1.1445-2(b)(2) of the U.S. Treasury Regulations executed by Seller.

(vii) IRS Form W-9 executed by Seller.

(viii) Resignations as directors and officers from the directors and officers of the Company and the Subsidiary, as designated by Buyer.

(b) At Closing, Buyer shall deliver to Seller the following:

(i) The Closing Date Payment.

(ii) A standby letter of credit (the “ Standby LC ”) in the amount of $11,710,000 naming SEACOR as beneficiary in respect of the following: (A) letter of credit issued by DNB Bank, ASA in favor of Suncor Energy Marketing Inc., with a

maturity date of February 5, 2013 and, (B) letter of credit issued by DNB Bank, ASA in favor of Cenovus Energy Marketing Services Limited, with a maturity date of February 5, 2013, in each case in order to secure SEACOR in the event either letter of credit described in (A) or (B) above is drawn.

(iii) A duly executed counterpart to the Transition Services Agreement.

ARTICLE II

DEFINITIONS

Section 2.1 Specific Definitions . As used in this Agreement and the Schedules hereto, the following terms have the following meanings:

“ Accounting Principles ” means the accounting principles and methodologies set forth on Exhibit A hereto.

“ Accounting Referee ” has the meaning set forth in Section 1.4(d) .

“ Adjusted Excess Amount ” means the amount, if positive, equal to the difference of (a) the Final Working Capital, minus (b) the Estimated Working Capital.

“ Adjusted Shortfall Amount ” means the amount, if negative, equal to the difference of (a) the Final Working Capital, minus (b) the Estimated Working Capital.

“ Affiliate ” means with respect to any Person, a Person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person and “ control ” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise.

“ Agreement ” means this Purchase and Sale Agreement, including the Exhibits and Schedules hereto, as the same may be modified or amended.

“ Annual Balance Sheet Date ” has the meaning set forth in Section 4.3 .

“ Annual Financial Statements ” has the meaning set forth in Section 4.3 .

“ Base Purchase Price ” has the meaning set forth in Section 1.1 .

“ Business Day ” means any day other than Saturday, Sunday or other day on which the Federal Reserve Bank of New York is closed.

“ Buyer ” has the meaning set forth in the preamble.

“ Buyer Indemnified Party ” means Buyer, its Affiliates (including the Company and its Subsidiary) and their respective equity holders, managers, officers, directors, employees, agents, successors and assigns.

“ Cap ” has the meaning set forth in Section 8.1(c) .

“ Claim Notice ” has the meaning set forth in Section 8.2(a) .

“ Closing ” has the meaning set forth in Section 1.3(a) .

“ Closing Date ” has the meaning set forth in Section 1.3(a) .

“ Closing Date Payment ” has the meaning set forth in Section 1.2(a) .

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Company ” has the meaning set forth in the recitals.

“ Company Employee ” has the meaning set forth in Section 6.3(a) .

“ Company Indemnified Party ” has the meaning set forth in Section 6.1(a) .

“ Company Intellectual Property ” has the meaning set forth in Section 4.13 .

“ Consent ” means any consent, approval, authorization, action, Permit, exception, waiver or other Order of, action by, filing, registration, designation or declaration with, or notification to any Governmental Entity or other Person.

“ Deductible ” has the meaning set forth in Section 8.1(c) .

“ Deposit Amount ” means $3,450,000.

“ Direct Claim ” has the meaning set forth in Section 8.3 .

“ Direct Claim Notice ” has the meaning set forth in Section 8.3 .

“ Draft Closing Statement ” has the meaning set forth in Section 1.4(b) .

“ Eligible Claim Threshold ” has the meaning set forth in Section 8.1(c) .

“ Environmental, Health and Safety Laws ” means any foreign, federal, state, provincial or local Law, Order or other Governmental Entity requirement, which relates to or otherwise imposes liability or standards of conduct relating to environmental, health or safety matters.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means any Person with whom the Company or its Subsidiary is treated as a single employer under Section 414 of the Code or Section 4001 of ERISA.

“ Estimated Working Capital ” has the meaning set forth in Section 1.4(a) .

“ Final Working Capital ” means the Working Capital as of the Closing Date (a) as shown in Buyer’s calculation delivered pursuant to Section 1.4(b) , if no Working Capital Seller Objection is duly delivered pursuant to Section 1.4(c) , or (b) if a Working Capital Seller Objection is delivered, (i) as agreed by Seller and Buyer pursuant to Section 1.4(d) or (ii) in the absence of such agreement, as shown in the Accounting Referee’s report delivered pursuant to Section 1.4(d) .

“ Financial Statements ” has the meaning set forth in Section 4.3 .

“ Fundamental Representations ” means the representations and warranties contained in Section 3.1 (Organization), Section 3.2 (Authorization, etc.), Section 3.4 (Title to the Purchased Equity), Section 3.6 (Brokers and Finders), Section 4.1(a) (Corporate Status, etc.) and Section 4.2(a) and (b) (Capitalization).

“ GAAP ” has the meaning set forth in Section 4.3 .

“ Gateway ” has the meaning set forth in the preamble.

“ Gateway Lease ” means (a) that certain Gateway Terminals Lease dated September 29, 2008, between the Company and Gateway for tank 101, (b) that certain Gateway Terminals Lease dated August 28, 2008, between the Company and Gateway for tanks 102, 103 and 104 and (c) any other contract or agreement entered into between the Company and Gateway prior the Closing Date.

“ Good Standing Certificates ” has the meaning set forth in Section 1.5(a)(iv) .

“ Governmental Entity ” means any court, tribunal, arbitrator, authority, agency, bureau, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, province, country, city or other political subdivision.

“ Guaranteed Obligations ” has the meaning set forth in Section 9.19 .

“ Guarantor ” has the meaning set forth in Section 9.19 .

“ Guaranty ” has the meaning set forth in Section 9.19 .

“ Hazardous Substance ” means (a) any and all substances, wastes, pollutants, contaminants and materials regulated, or defined or designated as hazardous, dangerous or toxic, under any Environmental, Health and Safety Laws, (b) gasoline, diesel fuel or other petroleum hydrocarbons, (c) PCBs, asbestos, mold or urea formaldehyde foam insulation and (d) natural gas, synthetic gas and any mixtures thereof.

“ Indemnified Party ” means any Person claiming indemnification under any provision of Article VIII .

“ Indemnifying Party ” means any Person against whom a claim for indemnification is being asserted under any provision of Article VIII .

“ Intellectual Property ” has the meaning set forth in Section 4.13 .

“ IRS ” means the United States Internal Revenue Service.

“ Law ” means any provision of any federal, state, provincial, local, foreign, international, municipal or administrative Order, constitution, law, common law and the law of equity, ordinance, Permit, regulation, rule, code, plan, statute or treaty of, and the departmental or regulatory policies and guidelines of, a Governmental Entity.

“ Leased Real Property ” means all real property interests leased by the Company or its Subsidiary.

“ Leases ” has the meaning set forth in Section 4.11(c) .

“ Lien ” means any lien, mortgage, pledge, deed of trust, hypothecation, claim, security interest, title defect, encumbrance, burden, charge or other similar restriction, lease, sublease, claim, title retention agreement, option, easement, covenant, encroachment or other adverse claim, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“ Loss ” means any and all claims, damages, deficiencies, fines, fees, losses, obligations, penalties, payments (including those arising out of any settlement, judgment or compromise relating to any Proceeding), and reasonable costs and expenses (including interest, court costs, reasonable fees of attorneys, accountants and other experts or other expenses incurred in investigating, preparing, defending, avoiding or settling any claim, default or assessment).

“ M&A Qualified Beneficiaries ” has the meaning set forth in Section 6.3(e) .

“ Material Adverse Effect ” means any event, circumstance, occurrence, state of fact, change in, or effect that, individually or in the aggregate with other events, circumstances, occurrences, states of fact, changes in, or effects, has or would reasonably be likely to have a material adverse effect on (a) the business, operations, assets, liabilities, condition (financial or otherwise) or results of operations of the Company and its Subsidiary, taken as a whole or (b) the ability of Seller to consummate the transactions contemplated hereby; provided , however , that a Material Adverse Effect shall exclude any adverse changes or circumstances as and to the extent such changes or circumstances relate to or result from (i) public or industry knowledge of the transactions contemplated by this Agreement (including any action or inaction of the Company’s and its Subsidiary’s employees, customers and vendors), (ii) general business, economic, political, regulatory or other conditions, including such conditions generally affecting the industry in which the Company and its Subsidiary compete or generally affecting the

securities, financial or credit markets, including changes in interest rates or the availability of financing, (iii) national or international political or social conditions, including the engagement of the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack on the United States, or any of its territories or possessions, (iv) changes in Law or GAAP, (v) the taking of any action contemplated by this Agreement and the other agreements contemplated hereby, (vi) the taking of any action by the Company or its Subsidiary with the prior consent of Buyer, (vii) the failure by the Company or its Subsidiary to meet projections or forecasts or revenue or earnings predictions for any period ending on or after the date hereof (it being understood that the underlying causes of, or factors contributing to, the failure to meet such projections or forecasts or revenue or earnings predictions may be taken into account in determining whether any Material Adverse Effect has occurred) or (viii) pandemics, earthquakes, hurricanes, tornados or other natural disasters, provided further , however , that any event, circumstance, occurrence, state of fact, change in, or effect referred to in clauses (ii), (iii), (iv) or (viii) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be likely to occur to the extent that such event, circumstance, occurrence, state of fact, change in, or effect has a disproportionate effect on the Company compared to other participants in the industries in which the Company conducts its businesses.

“ Material Contracts ” has the meaning set forth in Section 4.14 .

“ Milbank ” means has the meaning set forth in Section 1.3(a) .

“ Most Recent Balance Sheet Date ” has the meaning set forth in Section 4.3 .

“ Most Recent Financial Statements ” has the meaning set forth in Section 4.3 .

“ Multiemployer Plan ” means a “multiemployer plan” within the meaning of Section 3(37)(A) of ERISA.

“ NGL Matter ” the lawsuit styled NGL Energy Partners, LP v. SEACOR Energy Holdings Inc ., filed in the District Court of Tulsa County, State of Oklahoma, on November 13, 2012, under Case No. CJ-2012 05945, and any and all related Proceedings (whether or not now existing).

“ Order ” means any judicial decision, injunction, order, writ, decree (including a consent decree), ruling or charge that is issued by a Governmental Entity.

“ Ordinary Course ” means the ordinary course of business consistent with past custom and practice (including with respect to frequency and amount) of the Company and its Subsidiary.

“ Organizational Documents ” means (a) with respect to any corporation or limited liability company, its articles or certificate of incorporation or memorandum and articles of association and by-laws, or other constating documents and (b) with respect to any trust, its trust agreement.

“ Parent ” has the meaning set forth in the definition of Subsidiary.

“ Permits ” means any licenses, permits, approvals, concessions, clearances, registrations, certificates (including certificates of occupancy), qualifications and other evidence of authority.

“ Person ” means any natural person, firm, partnership, association, corporation, company, trust, business trust, Governmental Entity, body corporate or other entity.

“ Pipeline Imbalance ” means any marketing imbalance between the quantity of oil, natural gas, hydrocarbons and/or liquid petroleum products required to be delivered by the Company or its Subsidiary under any contract relating to the purchase and sale, gathering, transportation, storage, processing (including any production handling and processing at a separation facility) or marketing of oil, natural gas, hydrocarbons and/or liquid petroleum products and the quantity of such oil, natural gas, hydrocarbons and/or liquid petroleum products actually delivered by the Company or its Subsidiary pursuant to the relevant contract, together with any appurtenant rights and obligations concerning production balancing at the delivery point into the relevant sale, gathering, transportation, storage or processing facility.

“ Plans ” has the meaning set forth in Section 4.9(a) .

“ Post-Closing Tax Period ” means (i) all taxable periods of the Company and the Subsidiary beginning after the Closing Date and (ii) the portion of any Straddle Period beginning on the date after the Closing Date.

“ Pre-Closing Tax Period ” means (i) all taxable periods of the Company and the Subsidiary ending on or before the Closing Date and (ii) the portion of any Straddle Period that ends on the Closing Date.

“ Proceeding ” means any action, suit, litigation, complaint, claim, charge, proceeding, citation, directive, penalty notice, directed disclosure, hearing, arbitration, grievance, demand, inquiry or investigation, including by any Governmental Entity or under any Law.

“ Purchase Price ” has the meaning set forth in Section 1.1 .

“ Purchased Equity ” has the meaning set forth in the recitals.

“ Releasee ” has the meaning set forth in Section 6.6 .

“ SEACOR ” has the meaning set forth in the preamble.

“ SEACOR Energy Canada ” has the meaning set forth in the recitals.

“ SEACOR Energy Canada Shares ” has the meaning set forth in the recitals.

“ Securities Act ” has the meaning set forth in Section 5.5 .

“ Seller ” has the meaning set forth in the preamble.

“ Seller Indemnified Parties ” means Seller, its Affiliates (excluding the Company and its Subsidiary) and their respective equity holders, managers, officers, directors, employees, agents, successors and assigns.

“ Seller Subject Marks ” has the meaning set forth in Section 6.4 .

“ Straddle Period ” has the meaning set forth in Section 6.2(b) .

“ Standby LC ” has the meaning set forth in Section 1.5(b)(ii) .

“ Subsidiary ” means with respect to any Person (the “ Parent ”), any other Person (other than a natural person), whether incorporated or unincorporated, of which more than fifty percent (50%) of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by the Parent or by one or more of its respective Subsidiaries or by the Parent and any one or more of its respective Subsidiaries.

“ Tail Policy ” has the meaning set forth in Section 6.1(b) .

“ Tax ” means (i) any federal, state, provincial, local or foreign income, alternative, minimum, accumulated earnings, personal holding company, franchise, capital stock, profits, windfall profits, gross receipts, sales, use, value added, transfer, registration, stamp, premium, excise, customs duties, severance, real property, personal property, ad valorem, environmental (including taxes under Code section 59A), occupancy, license, occupation, employment, payroll, social security (or similar), disability, unemployment, workers’ compensation, withholding, estimated or other similar tax, assessment or other governmental charge of any kind whatsoever, including any amount owed in respect of any law relating to unclaimed property or escheat and including any interest, penalty or addition thereto, whether disputed or not and (ii) any amount owed under clause (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), as a transferee or successor, by contract or otherwise.

“ Tax Accountant ” has the meaning set forth in Section 6.2(b) .

“ Tax Return ” means any return, report, declaration, form, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof that relates to either the Company or its Subsidiary.

“ Third Party Claim ” has the meaning set forth in Section 8.2(a) .

“ Third Party Defense ” has the meaning set forth in Section 8.2(b) .

“ Transaction ” means the purchase and sale of the Purchased Equity pursuant to this Agreement and the other transactions contemplated by this Agreement.

“ Transaction Related Expenses ” means any expenses, other than expenses paid by the Company prior to the Closing, incurred or payable by Seller, the Company or any of their Affiliates to the extent the Company is liable therefor in connection with the negotiation, preparation and execution of this Agreement and the other agreements and documents contemplated hereby, the performance of its obligations hereunder and thereunder, and the consummation of the Transaction, including (a) the fees and disbursements of the independent accountants and the legal counsel and investment bankers and (b) any sale bonus, success, retention, change of control, severance or other payment incurred or payable by Seller or the Company, if any, as a result of the consummation of the Transaction.

“ Transfer Taxes ” has the meaning set forth in Section 6.2(h) .

“ Transition Services Agreement ” means that certain transition services agreement by and between SEACOR and Buyer, in the form substantially attached hereto as Exhibit B .

“ Treasury Regulations ” means the regulations prescribed under the Code.

“ Working Capital ” means an amount equal to the current assets less the current liabilities of the Company and its Subsidiary, as determined on a consolidated basis and in accordance with GAAP and prepared using the Accounting Principles and the methodologies and normalizations set forth in Schedule 1.4(a) .

“ Working Capital Seller Objection ” has the meaning set forth in Section 1.4(c) .

Section 2.2 Other Definitional Provisions .

(a) The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement.

(b) Terms defined in the singular have the same meaning when used in the plural, and vice versa.

(c) References to “Sections,” “Exhibits” and “Schedules” refer to Sections of, and Exhibits and Schedules to, this Agreement, unless otherwise specified.

(d) The words “include”, “includes”, or “including” and words of similar import, when used in this Agreement, shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.

ARTICLE III

REPRESENTATIONS AND WARRANTIES AS TO SELLER

Except as otherwise indicated on the Schedules, Seller represents and warrants to Buyer as follows:

Section 3.1 Organization . Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware.

Section 3.2 Authorization, etc . Each of Seller and SEACOR has full power and authority to enter into this Agreement and the Transition Services Agreement, as applicable, and to perform its obligations hereunder and thereunder. The execution and delivery by each of Seller and SEACOR of this Agreement and the Transition Services Agreement, as applicable, and the consummation by each of Seller and SEACOR of the transactions contemplated hereby and thereby, have been duly authorized by all requisite organizational action of Seller and SEACOR. Each of this Agreement and the Transition Services Agreement, as applicable, has been duly executed and delivered by each of Seller and SEACOR (assuming due authorization, execution and delivery by Buyer) and constitutes the legal, valid and binding obligations of each of Seller and SEACOR enforceable against each of Seller and SEACOR in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and similar Laws affecting creditors generally and by the availability of equitable remedies.

Section 3.3 Conflicts and Consents .

(a) Except as set forth in Schedule 3.3(a) , the execution and delivery by each of Seller and SEACOR of this Agreement and the Transition Services Agreement, as applicable, and the consummation by each of Seller and SEACOR of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or constitute a violation of or default or event of default under (or any event that, with notice or lapse of time or both, would constitute a default or event of default under), or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under any provision of (A) the Organizational Documents of Seller, SEACOR, the Company or its Subsidiary or (B) any mortgage, indenture, loan agreement, bond, deed of trust, other agreement, commitment or obligation for the borrowing of money or the obtaining of credit or other material agreement to which Seller, SEACOR, the Company or its Subsidiary is a party or by which it may be bound or (ii) conflict with any Law or Order applicable or relating to Seller, SEACOR, the Company or its Subsidiary or to the Purchased Equity, other than, in the case of clause (ii) , any conflicts, violations or defaults that would not reasonably be expected to have a Material Adverse Effect.

(b) Except (i) as set forth in Schedule 3.3(b) and (ii) for any Consents where the failure to obtain such Consents, either in any individual case or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, no Consent of any Governmental

Entity or other Person is required to be obtained in connection with the execution and delivery by each of Seller and SEACOR of this Agreement and the Transition Services Agreement, as applicable, or consummation by each of Seller and SEACOR of the transactions contemplated hereby or thereby.

Section 3.4 Title to the Purchased Equity . Seller is the sole owner beneficially and of record of all right, title and interests in the Purchased Equity, free and clear of any Liens. Upon the delivery of and payment for the Purchased Equity and completion of the Closing as provided in this Agreement, Seller shall have transferred to Buyer good and valid title to the Purchased Equity, free and clear of any Liens other than any Lien arising as a result of the regulatory status of Buyer pursuant to applicable securities Laws or arising by, through or under Buyer. Seller (a) is not a party to any option, warrant, right, contract, call, put or other agreement or commitment providing for the disposition or acquisition of any of the Purchased Equity and (b) is not a party to any voting trust, proxy or other agreement or understanding with respect to any of the Purchased Equity. The Purchased Equity represents all issued and outstanding equity interests in the Company owned, directly or indirectly, by Seller.

Section 3.5 Litigation . Except as set forth in Schedule 3.5(a) , the are no Proceedings pending or, to the knowledge of Seller, threatened against Seller or any of its Affiliates that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

Section 3.6 Brokers and Finders . Other than Tudor, Pickering, Holt & Co., neither Seller nor any of its Affiliates has employed any broker or finder in connection with the transactions contemplated herein so as to give rise to any claim against Buyer, the Company or the Company’s Subsidiary for any brokerage or finder’s commission, fee or similar compensation.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

AS TO THE COMPANY AND ITS SUBSIDIARIES

Except as otherwise indicated on the Schedules, Seller represents and warrants to Buyer with respect to the Company and its Subsidiary, as follows:

Section 4.1 Corporate Status, etc.

(a) Schedule 4.1 lists all the Subsidiaries of the Company and their respective jurisdictions of incorporation or formation. The Company and each of its Subsidiaries is duly incorporated or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation, and has full organizational power and authority to own, lease and operate its properties and to carry on its business as presently conducted.

(b) Seller has previously made available to Buyer true and complete copies of each of the Organizational Documents of the Company and its Subsidiary, as amended and in effect on the date hereof.

(c) The Company and its Subsidiary are duly qualified to do business and in good standing or are otherwise duly registered and licensed, as applicable, in each of the jurisdictions specified in Schedule 4.1 , which includes each jurisdiction in which the nature and operations of its business or the properties owned, leased or operated by it makes such qualification necessary, except for those jurisdictions in which the adverse effects of all such failures by the Company and its Subsidiary to be qualified and in good standing could not in the aggregate reasonably be expected to have a Material Adverse Effect.

Section 4.2 Capitalization .

(a) The authorized share capital of the Company consists of 1,500 shares of common stock with no par value. As of the date hereof, there are 100 issued and outstanding Company common shares, which are duly authorized, validly issued, fully paid and nonassessable, issued in compliance with all applicable Laws, constitute all of the issued and outstanding shares in the capital stock of the Company and constitute the Purchased Equity.

(b) The authorized share capital of SEACOR Energy Canada consists of an unlimited number of common shares with no par value. As of the date hereof, there are 100 issued and outstanding SEACOR Energy Canada common shares, which are duly authorized, validly issued, fully paid and nonassessable, issued in compliance with all applicable Laws and constitute all of the issued and outstanding shares in the capital stock of SEACOR Energy Canada. The Company is the registered and beneficial owner of the SEACOR Energy Canada Shares, free and clear of all Liens

(c) Except as set forth in Schedule 4.2(c) , there are no (i) preemptive or similar rights with respect to any class of securities of the Company or its Subsidiary, (ii) subscriptions, options, warrants, conversion, exchange or other rights, agreements or commitments of any kind obligating the Company or its Subsidiary to issue or sell, or cause to be issued and sold, any shares of capital stock or other equity interests of the Company or its Subsidiary or any securities convertible into or exchangeable for any such shares or other equity interests or (iii) stockholder agreements, voting trusts or other agreements or understandings to which the Company or its Subsidiary is a party or to which the Company or its Subsidiary is bound relating to the voting, purchase, redemption or other acquisition of any shares of the capital stock or other equity interests of the Company or its Subsidiary.

(d) Except for the Subsidiary and as set forth in Schedule 4.2(d) , neither the Company nor its Subsidiary owns any capital stock of or other equity securities or interests in any other Person or is a party to any stockholder agreements, voting trusts or other written agreements or understandings relating to the voting, purchase, redemption or other acquisition of any shares of capital stock or equity interests in any other Person.

Section 4.3 Reports and Financial Statements . Seller has made available to Buyer: (a) true and complete copies of the Company’s unaudited consolidated balance sheet dated November 30, 2012 (the “ Most Recent Balance Sheet Date ”) and the related unaudited consolidated statements of income and retained earnings, cash flow and stockholders’ equity for the eleven (11) month period ended November 30, 2012 attached as Schedule 4.3(a) (collectively, the “ Most Recent Financial Statements ”), and (b) true and complete copies of the Company’s audited consolidated balance sheets dated December 31, 2011 (the “ Annual Balance Sheet Date ”) and December 31, 2010, including notes thereto, and the related unaudited consolidated statements of income, retained earnings cash flows and shareholders’ equity for the fiscal years then ended attached as Schedule 4.3(b) (collectively the “ Annual Financial Statements ” and collectively with the Most Recent Financial Statements, the “ Financial Statements ”). Except as set forth in Schedule 4.3 , the Financial Statements (i) are based on the books and records of the Company, (ii) have been prepared in accordance with generally accepted accounting principles of the United States of America consistently applied (“ GAAP ”) (except as may be indicated in the notes thereto) throughout the periods indicated and (iii) present fairly in all material respects the assets, liabilities and financial condition of the Company and its Subsidiary as of such dates and the results of the operations of the Company and its Subsidiary for such periods; provided , however , that the Most Recent Financial Statements are subject to normal year-end adjustments (the effect of which will not be materially adverse) and lack footnotes and other presentation items (that, if presented, would not differ materially from those presented in the Annual Financial Statements).

Section 4.4 Absence of Undisclosed Liabilities . Except for (a) liabilities reflected or reserved against in accordance with GAAP in the Financial Statements, (b) liabilities reflected in Schedule 4.4 or (c) liabilities that were incurred after the Most Recent Balance Sheet Date in the Ordinary Course, neither the Company nor its Subsidiary has any liabilities (whether accrued, absolute, contingent or otherwise) that would be required to be disclosed on a balance sheet prepared in accordance with GAAP.

Section 4.5 Absence of Certain Changes or Events . Since the Most Recent Balance Sheet Date, except as set forth in Schedule 4.5 , there has not been:

(a) any material change by the Company or its Subsidiary in accounting methods, principles or practices, except as required by Law or by changes in GAAP;

(b) other than in the Ordinary Course, any entry by the Company or its Subsidiary into any material loan, lease, purchase or sale of assets, borrowing or capital expenditure;

(c) any change or development in or affecting the business or operations of the Company and its Subsidiary taken as a whole that has had, or would reasonably be expected to have, a Material Adverse Effect;

(d) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock;

(e) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;

(f) material damage, destruction or loss (whether or not covered by insurance) to its property;

(g) acceleration, termination, material modification to or cancellation of any Material Contract to which the Company is a party or by which it is bound;

(h) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law;

(i) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or

(j) any contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Section 4.6 Tax Matters . Except as set forth on Schedule 4.6 :

(a) All federal income and other material Tax Returns required to be filed on or before the Closing Date by or with respect to the Company and its Subsidiary have been duly filed or the time for filing such Tax Returns shall have been validly extended to a date after the Closing Date. Except for Taxes reflected or reserved against in the Financial Statements, the Company and its Subsidiary have paid all Taxes required to be paid, regardless of having been shown as due on any Tax Returns and with respect to Taxes not yet due, all such Taxes not yet paid have been appropriately reserved against in accordance with GAAP.

(b) There is no written agreement or other document extending, or having the effect of extending, the period of assessment or collection of any material Taxes of the Company or its Subsidiary, and no power of attorney with respect to any such Taxes has been executed or filed with the IRS or any other taxing authority that remains in force.

(c) No audits or other administrative proceedings or court proceedings are presently pending with respect to any Taxes owed by the Company or its Subsidiary and none are threatened in writing. The Company and the Subsidiary have not received from any foreign, federal, state or local taxing authority (including jurisdictions where either the Company or the Subsidiary has not filed Tax Returns) any written notice indicating an intent to open an audit or other review, request for information relating to Tax matters, or notice of deficiency or proposed

adjustment for any amount of Tax proposed, asserted or assessed by any taxing authority against the Company or the Subsidiary.

(d) All material Taxes required to be withheld by the Company or its Subsidiary have been duly and timely withheld, and such withheld Taxes have been duly and timely paid to the appropriate Governmental Entity.

(e) There are no liens for Taxes on any of the assets of the Company or the Subsidiary except for liens for Taxes not yet due and payable.

(f) Neither the Company nor the Subsidiary has been a party to or is bound by any Tax indemnity, Tax sharing or Tax allocation agreement, or any other contract, obligation, understanding or agreement to pay the Taxes of another Person or to pay the Taxes with respect to transactions relating to any other Person.

(g) Seller has filed all federal income and other material Tax Returns required to be filed by it, and has paid all material Taxes required to be paid by it (regardless of having been shown as due on any Tax Return). Neither the Company nor the Subsidiary has any liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract, by operation of Law or otherwise.

(h) The Company will not be required to include any item of income, or exclude any item of deduction from, taxable income for any taxable period ending after the Closing as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing, (ii) closing agreement (as described in Section 7121 of the Code) executed on or prior to the Closing, (iii) installment sale or open transaction disposition made on or prior to the Closing (iv) prepaid amounts received on or prior to the Closing or (v) intercompany transaction existing, or excess loss account occurring, on or prior to the Closing.

(i) The Company and the Subsidiary have never been a party to any “listed transaction” as defined in Treasury Regulation Section 1.6011-4(b)(2).

(j) Neither the Company nor the Subsidiary has been a “controlled corporation” or a “distributing corporation” in any distribution of stock qualifying for taxfree treatment under Section 355 of the Code occurring during the two-year period ending on the date hereof, or otherwise as part of a plan or arrangement that includes the transactions contemplated by this Agreement.

(k) The Company is not and has not been “United States real property holding corporations” (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(l) The Company and the Subsidiary have not filed with respect to any item a disclosure statement pursuant to Section 6662 of the Code or any comparable disclosure with respect to state, local and/or foreign Tax statutes.

Section 4.7 Litigation . Except as set forth in Schedule 4.7 , there are no material Proceedings pending or, to the knowledge of Seller, threatened against the Company in writing or its Subsidiary before any Governmental Entity, which, if determined adversely to the Company and its Subsidiary, would reasonably be expected to have a Material Adverse Effect. Schedule 4.7 lists all material Orders applicable to the Company or its Subsidiary.

Section 4.8 Compliance with Laws . Except as set forth in Schedule 4.8 , the operations of the Company and its Subsidiary are conducted in compliance with all applicable Laws except for possible violations that would not reasonably be expected to have a Material Adverse Effect. No written notice of any material investigation or material review has been received by the Company or its Subsidiary, and, to the knowledge of Seller, no material investigation or material review is threatened by any Governmental Entity with respect to any alleged violation by the Company or its Subsidiary of any Law or Order applicable to the Company or its Subsidiary. This Section 4.8 does not relate to Section 4.6 (Tax Matters), Section 4.9 (Employee Benefits) or Section 4.16 (Environmental Matters).

Section 4.9 Employee Benefits .

(a) Schedule 4.9(a) contains a complete and accurate list of all “employee benefit plans,” within the meaning of Section 3(3) of ERISA, currently maintained, sponsored, contributed to or required to be contributed to by the Company or its Subsidiary or under which the Company or its Subsidiary has or would have any liability (direct or indirect, contingent or otherwise) for premium or benefits and all employment, consulting, bonus, incentive or deferred compensation, pension, retirement, profit-sharing, savings, stock option or other equity-based, severance, medical, life, disability, accident and other material, fringe benefit plans and arrangements currently maintained, sponsored, contributed to or required to be contributed to by the Company or its Subsidiary or under which the Company or its Subsidiary has any liability for premiums or benefits, or without limiting the foregoing that is maintained or contributed to by an ERISA Affiliate for any current or former employees or directors of the Company or its Subsidiary and their dependents (collectively, the “ Plans ”).

(b) Each Plan has been operated and administered in accordance with its terms and with applicable Law, including ERISA and the Code, where applicable, except for any failure to so operate and administer any Plan that would not reasonably be expected to result in a Material Adverse Effect. Each Plan which is intended to be qualified under section 401(a) of the Code has timely received a favorable determination letter from the IRS or an application for a determination letter is currently pending with the IRS for all requirements for which a determination may be obtained. Except as set forth in Schedule 4.9(b) , there is no pending or, to the knowledge of Seller, threatened Proceeding relating to the Plans (other than routine claims for benefits). Neither the Company nor its Subsidiary has engaged in a transaction with respect to any Plan that, assuming the taxable period of such transaction expired as of the date hereof, would reasonably be expected to subject the Company or its Subsidiary to a Tax imposed under

the Code or a violation of ERISA, including any under section 502(i) of ERISA which would reasonably be expected to result in a Material Adverse Effect.

(c) None of the Company, its Subsidiary or any ERISA Affiliate sponsors or contributes to or has or could have any liability (direct or indirect, contingent or otherwise) with respect to a plan subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code or a Multiemployer Plan, multiple employer plan under ERISA, multiple employer welfare arrangement under ERISA or funded under a voluntary employee benefits association which would reasonably be expected to result in a Material Adverse Effect. No Plan is a “registered pension plan” as defined in Section 248(1) of the Income Tax Act (Canada).

(d) With respect to each Plan, the Company has provided or made available to Buyer true and complete copies of the following documents, to the extent applicable: (i) the most recent Plan document and all amendments thereto, (ii) the most recent Form 5500 filed with the IRS, (iii) the most recent summary plan description and (iv) the most recent determination letter issued by the IRS.

(e) Except as set forth on Schedule 4.9(e) , no Plan or Multiemployer Plan provides former employees of the Company or its Subsidiary with post-employment benefits by reason of employment with the Company or its Subsidiary, other than (i) as mandated by Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA, (ii) pension benefits payable under any Plan or (iii) where the cost thereof is borne entirely by the former employee (or his or her eligible dependents).

(f) Except as set forth on Schedule 4.9(f) or otherwise provided by this Agreement, the consummation of the transactions contemplated by this Agreement will not result in the acceleration of the vesting or timing of payment of any compensation or benefits payable under any Plan to or in respect of any employee of the Company or its Subsidiary. The Transaction will not constitute a “change of control” for purposes of Code Section 280G or Code Section 4999. No amounts that vest or that are paid or payable in connection with the Transaction under a Plan or by Seller, the Company or its Subsidiary will result in an imposition of the excise tax under Code Section 409A.

Section 4.10 Permits . Except as otherwise set forth in Schedule 4.10 , the Company and its Subsidiary hold all material Permits necessary for the operation of their respective businesses as presently conducted. All such Permits are in full force and effect in all material respects and no Proceedings are pending, or to the knowledge of Seller, threatened by a Governmental Entity for the suspension, revocation or termination of any such Permits which if determined adversely to the Company and its Subsidiary would reasonably be expected to have a Material Adverse Effect. To the knowledge of Seller, neither the Company nor its Subsidiary is in default in any material respect under any such Permit. This Section 4.10 does not relate to environmental matters, which are instead the subject of Section 4.16 .

Section 4.11 Leases .

(a) Schedule 4.11(a) contains a true and complete list of all Leased Real Property.

(b) Except as set forth in Schedule 4.11(b) , the Leased Real Property, together with easements appurtenant thereto, includes all of the real property used or held for use in connection with or otherwise required to carry on the business in all material respects of the Company and its Subsidiary as conducted in the Ordinary Course.

(c) Schedule 4.11(c ) contains a true and complete list of all real property leases relating to the Leased Real Property to which the Company or its Subsidiary is a party or is bound (the “ Leases ”). The Company has made available to Buyer true and complete copies of the Leases. Except as disclosed in Schedule 4.11(c) , (i) each of the Leases is in full force and effect and, to the knowledge of Seller, is enforceable against the landlord which is party thereto in accordance with its terms, and (ii) none of the Company, its Subsidiary or, to the knowledge of Seller, any other party thereto, is in default under any Lease, except (x) in the case of clause (i) , as such enforceability may be limited by bankruptcy, insolvency, reorganization and similar Laws affecting creditors generally and by the availability of equitable remedies, and (y) in the cases of clauses (i) and (ii) , for such failures to be enforceable or such defaults as would not reasonably be expected to result in a Material Adverse Effect.

Section 4.12 Sufficiency of Assets; Title . Except as set forth in Schedule 4.12 , (i) the assets, properties and rights of the Company and its Subsidiary comprise all of the material assets, properties and rights of every type and description, whether real or personal, tangible or intangible, necessary for the continued operation of the business in all material respects of the Company and its Subsidiary as conducted in the Ordinary Course and (ii) except for contractual liens, the Company or its Subsidiary has good title to, or holds pursuant to valid and enforceable leases, such assets, properties and rights, free and clear of all Liens.

Section 4.13 Intellectual Property . Schedule 4.13 sets forth a true and complete list, as of the date hereof, of all Company Intellectual Property. The term “ Intellectual Property ” means all material trademarks, service marks, trade names, copyrights, software (other than commercially available software) and patents, including registrations and applications to register or renew the registration of any of the foregoing. The term “ Company Intellectual Property ” means Intellectual Property owned by the Company or its Subsidiary free and clear of all Liens that is necessary for the conduct of the business of the Company and its Subsidiary consistent in all respects with the past practices of the business of the Company and its Subsidiary as currently conducted. Except as set forth in Schedule 4.13 , (i) the conduct of the business of the Company and its Subsidiary as currently conducted does not infringe on the Intellectual Property rights of any third party and (ii) there is no claim of any Person that challenges the rights of the Company or its Subsidiary in respect of any Intellectual Property; except, in each case, for infringements or claims that would not reasonably be expected to result in a Material Adverse Effect. In the past 12 months, there has been no failure or other material substandard performance of any computer systems which has caused any material disruption to the business of the Company and its Subsidiary.

Section 4.14 Material Contracts .

(a) Schedule 4.14(a) contains a true and complete list, as of the date hereof, of all Material Contracts. The term “ Material Contracts ” means all of the following types of contracts and agreements to which the Company or its Subsidiary is a party:

(i) all material written contracts and agreements with current officers, other employees, consultants, contractors, advisors or sales representatives of the Company and its Subsidiary, other than (A) contracts and agreements that by their terms may be terminated or canceled by the Company or its Subsidiary thereof with notice of not more than the greater of sixty (60) days and the period of notice required under applicable Law, in each case, without penalty, and (B) contracts and agreements relating to severance payments not in excess of $25,000 in any one case;

(ii) any severance, bonus (including sale bonus), deferred compensation, pension, success, change of control, retention, profit sharing, option, equity incentive or retirement plan, contract or arrangement or other similar Plan or arrangement;

(iii) all collective bargaining agreements, active certificates of bargaining authority or other agreements with any labor union currently representing employees of the Company or its Subsidiary;

(iv) all mortgages, indentures, security agreements, notes, loan or credit agreements or guarantees of the indebtedness of a third party (other than the Company or its Subsidiary) or other similar financial contracts;

(v) all bonds, letters of credit and other similar credit support instruments maintained by the Company or its Subsidiary with any Governmental Entity or third party;

(vi) any contract that constitutes a swap, sale or other exchange of commodities or other hedging agreement;

(vii) any agreement relating to the purchase and sale of oil, natural gas, hydrocarbons and/or liquid petroleum products;

(viii) all material joint venture, limited partnership, teaming agreements or profit or loss sharing agreements and agreements or commitments to make an equity investment in any Person;

(ix) contracts, agreements and other instruments and arrangements (or group of related contracts, agreements or other instruments and arrangements) for the purchase by the Company or its Subsidiary of materials, supplies, products or services, and contracts, agreements and other instruments or arrangements (or group of related contracts, agreements or other instruments and arrangements) for the sale or provision by the Company or its Subsidiary of materials, supplies, products or services, in each case, that

are either not terminable on notice of sixty (60) days or less without penalty or that terminate by their terms on or before December 31, 2012, and under which the amount that would reasonably be expected to be paid or received by the Company or its Subsidiary exceeds $50,000 per annum or $100,000 in the aggregate;

(x) any agreement or series of related agreements, including any option agreement, relating to the acquisition or disposition by any Company or its Subsidiary of any business, a material amount of stock or assets of any other Person or any material real property (whether by merger, sale of stock or securities, sale of assets or otherwise);

(xi) any agreement that (A) materially limits the freedom of the Company or its Subsidiary to knowingly solicit any Person or compete in any line of business or with any Person or in any area or that would so limit the freedom of the Company or its Subsidiary after the Closing, or (B) contains material exclusivity obligations or restrictions binding on the Company or its Subsidiary;

(xii) any non-disclosure or confidentiality agreement not entered into in the Ordinary Course;

(xiii) stockholder agreements, voting trusts or other agreements or understandings to which the Company or its Subsidiary is a party or to which the Company or its Subsidiary is bound relating to the voting, purchase, redemption or other acquisition of any securities of the Company or its Subsidiary;

(xiv) any agreement or commitment providing for capital expenditures in excess of $10,000 in any one year; and

(xv) any contract or agreement entered into other than in the Ordinary Course involving aggregate payments in excess of $25,000, to be made by or to the Company or its Subsidiary after the date hereof.

(b) Except as set forth on Schedule 4.14(b) , neither the Company nor its Subsidiary, nor to the knowledge of Seller, any other party thereto, is in material default under any Material Contract, and each Material Contract is in full force and effect as to the Company or its Subsidiary party thereto, and to the knowledge of Seller, as to each other party thereto.

Section 4.15 Insurance . Schedule 4.15 lists all general corporate policies of insurance relating to the Company and its Subsidiary in effect as of the date hereof. All such policies are in full force and effect, all premiums due thereon have been paid, and the Company and its Subsidiary have complied in all material respects with the provisions thereof. Each policy referred to above is valid and binding and in full force and effect, no premiums due thereunder have not been paid and Seller has not received any written notice of cancellation or termination in respect of any such policy.

Section 4.16 Environmental Matters .

(a) Except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and its Subsidiary are in compliance in all material respects with all applicable Environmental, Health and Safety Laws and (ii) to the knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) would constitute or result in a violation by either the Company or its Subsidiary of, or a failure on its part to comply with, any applicable Environmental, Health and Safety Law, or (B) would give rise to any obligation on the part of either of the Company or its Subsidiary to undertake, or to bear all or any portion of the cost of, any remedial action under or pursuant to any applicable Environmental, Health and Safety Laws.

(b) Except as would not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiary possess and are in compliance in all material respects with all Permits relating to the applicable Environmental, Health and Safety Laws necessary to conduct the business of the Company and its Subsidiary as of the Closing Date.

(c) Except as would not reasonably be expected to have a Material Adverse Effect, neither the Company and its Subsidiary has manufactured, generated, used, transported, stored, treated or disposed of or arranged for the disposal of Hazardous Substances in violation of any applicable Environmental, Health and Safety Laws.

(d) Except as set forth in Schedule 4.16(d) , (i) to the knowledge of Seller, no Proceeding is threatened against the Company or its Subsidiary alleging any material violation or material liability under applicable Environmental, Health and Safety Laws and (ii) no written notice has been received by the Company or its Subsidiary alleging any material violation of or material liability under any applicable Environmental, Health and Safety Laws, or requiring or seeking to impose upon the Company or its Subsidiary, any obligation under any Environmental, Health and Safety Law.

(e) The representations and warranties made by Seller in this Section 4.16 are the only representations and warranties made by Seller in this Agreement, or otherwise to Buyer regarding environmental or health and safety matters, Environmental, Health and Safety Laws, or Hazardous Substances.

Section 4.17 Labor Matters . Neither the Company nor its Subsidiary has any obligation or responsibility with respect to and no employee is covered by a collective bargaining agreement. Except as set forth in Schedule 4.17 , (a) there is no labor strike, material labor dispute or concerted work stoppage, or other employee or employment related Proceeding currently pending or, to the knowledge of Seller, threatened, and, since the Annual Balance Sheet Date, neither the Company nor its Subsidiary has experienced any labor strike or material concerted labor dispute or other employee or employment related Proceeding and (b) the Company and its Subsidiary have complied with all applicable labor and employment Laws in connection with the employment of

their respective employees, except for any failure to comply that would not reasonably be expected to result in a Material Adverse Effect.

Section 4.18 Affiliate Transactions .

(a) Schedule 4.18 sets forth a list of all services provided by Seller or any Affiliate of Seller (other than the Company and its Subsidiary) to the Company and its Subsidiary that are (i) material to the Company and (ii) which cannot be readily obtained from a third party on arms-length terms.

(b) Except as set forth in Schedule 4.18 , (i) neither the Company nor its Subsidiary or their officers, managers, directors or members are party to any agreement with Seller or any Affiliate of Seller (other than the Company and its Subsidiary) and (ii) no indebtedness is outstanding between the Company or its Subsidiary, on the one hand, and Seller or an Affiliate of Seller (other than the Company and its Subsidiary) on the other hand.

Section 4.19 Disposal of Crude Oil . The Company has removed the approximately 21,000 barrels of crude oil previously held at Gateway as “tank bottom” or “line fill”.

Section 4.20 Imbalances . Except as set forth in Schedule 4.20 , there are no Pipeline Imbalances in excess of $25,000 that have arisen in connection with the business operations of the Company and its Subsidiary.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Except as otherwise indicated on the Schedules referenced below, Buyer represents and warrants to Seller as follows:

Section 5.1 Organization . Buyer is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware.

Section 5.2 Authorization, etc . Buyer has full power and authority to execute and deliver this Agreement and the Transition Services Agreement, and to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transition Services Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Buyer. This Agreement and the Transition Services Agreement have been duly executed and delivered by Buyer and constitutes (assuming due authorization, execution and delivery by the other parties thereto), the legal, valid and binding obligation of Buyer enforceable against Buyer,

in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and similar Laws affecting creditors generally and by the availability of equitable remedies.

Section 5.3 Conflicts, Consents .

(a) The execution and delivery by Buyer of this Agreement and the Transition Services Agreement and the consummation by Buyer of the transactions contemplated hereby and thereby, will not conflict with or result in any violation of or default under (or any event that, with notice or lapse of time or both, would constitute a default under), or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, any provision of (i) Buyer’s Organizational Documents, or (ii) any mortgage, indenture, loan agreement, note, bond, deed of trust, other agreement, commitment or obligation for the borrowing of money or the obtaining of credit or other material agreement to which Buyer is a party or by which it may be bound, or (iii) any Law or Order applicable or relating to Buyer, other than, in the case of clause (ii) or (iii) , any conflicts, violations or defaults that would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement.

(b) No Consent of any Governmental Entity or other Person is required to be obtained in connection with the execution and delivery by Buyer of this Agreement and the Transition Services Agreement or the consummation by Buyer of the transactions contemplated hereby or thereby.

Section 5.4 Litigation . There is no Proceeding pending or, to the knowledge of Buyer, threatened against Buyer that would have a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement.

Section 5.5 Purchase for Investment . Buyer is acquiring the Purchased Equity for its own account for investment and not with a view toward any resale or distribution thereof except in compliance with the Securities Act of 1933, as amended (the “ Securities Act ”). Buyer acknowledges receipt of advice from the Company and its Subsidiary to the effect that the Purchased Equity has not been registered under the Securities Act or any state securities Laws.

Section 5.6 Sufficient Funds . Buyer has sufficient funds available to consummate the transactions contemplated hereby and to pay the Purchase Price and all fees and expenses related to the transactions contemplated by this Agreement with respect to which Buyer or any of its Affiliates are responsible.

Section 5.7 Brokers and Finders . Buyer has not employed any broker or finder in connection with the transactions contemplated herein so as to give rise to any claim against Seller, the Company or the Company’s Subsidiary for any brokerage or finder’s commission, fee or similar compensation.

Section 5.8 Inspections, No Other Representations . Buyer is an informed and sophisticated purchaser, and has engaged advisors experienced in the evaluation and purchase of companies such as the Company and its Subsidiary and the transactions contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the Transition Services Agreement. Buyer acknowledges that it has been given access to the key employees, documents and facilities of the Company and its Subsidiary and has undertaken, prior to the date hereof, such further investigation and review as it has deemed necessary. Buyer agrees to accept the Company and its Subsidiary in the condition they are in at the Closing based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller, or any other Person, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that Seller has not made any representation or warranty with respect to (a) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or its Subsidiary or the future business and operations of the Company or its Subsidiary, or (b) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company or its Subsidiary or their respective businesses or operations, except as expressly set forth in this Agreement. The agreements, acknowledgments and representations made by Buyer pursuant to this Section 5.8 are made for and on behalf of itself.

ARTICLE VI

COVENANTS

Section 6.1 Directors and Officers .

(a) Buyer agrees that, after the Closing, all rights to exculpation, indemnification and advancement under the Organizational Documents of the Company or its Subsidiary, as applicable and as in effect as of immediately prior to the Closing, as applicable in favor of each present and former director, manager or officer of the Company and its Subsidiary (each, a “ Company Indemnified Party ”, collectively, the “ Company Indemnified Parties ”) for any matters or claims relating to any action or alleged action or failure to act or alleged failure to act occurring prior to the Closing shall continue in full force and effect for a period of six (6) years after the Closing unless otherwise required by applicable Law; provided , however , that the provisions of the Organizational Documents of the Company or its Subsidiary may be amended

or modified after the date of this Agreement but that no such amendment or modification shall limit the obligations set forth in this Section 6.1 .

(b) Concurrently with the Closing, Seller shall procure and purchase or cause to be purchased, an extended reporting period for directors’ and officers’ and fiduciary liability policies (“ Tail Policy ”) covering the Company Indemnified Parties for a period of six (6) years following the Closing Date and Buyer shall reimburse Seller for $25,000 of the expense to procure the Tail Policy. Buyer agrees, and will cause the Company, not to take any action that would have the effect of limiting the aggregate amount of insurance coverage required to be maintained pursuant to this Section 6.1(b) .

(c) If Buyer or the Company or the Company’s Subsidiary or any of their successors or assigns (i) shall merge or consolidate with or merge into any other Person and shall not be the surviving or continuing Person after the consummation of such consolidation or merger or (ii) shall transfer all or substantially all of their respective properties and assets to any Person, then in each such case, proper provisions shall be made so that the successors or assigns of Buyer or the Company or the Company’s Subsidiary shall assume all of the obligations set forth in this Section 6.1 .

(d) The provisions of this Section 6.1 are intended to be for the benefit of, and shall be enforceable by, each Company Indemnified Party and his or her heirs and representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Section 6.2 Tax Matters .

(a) From the date of this Agreement through and after the Closing Date, Seller, at its own expense, shall prepare and file as required by applicable Law with the appropriate taxing authority (or cause to be prepared and filed) in a timely manner (i) all consolidated, combined, unitary, affiliated or similar Tax Returns that include the Company or its Subsidiary, on the one hand, and Seller or any Affiliate of Seller, on the other hand, and (ii) all other Tax Returns of the Company and its Subsidiary that are required to be filed on or prior to the Closing Date. Except as otherwise required by Law, all such Tax Returns as they relate to the Company and its Subsidiary shall be prepared in a manner consistent with Seller’s recent past practices. For the avoidance of doubt, Seller shall be permitted to filed amended Tax Returns, in accordance with Seller’s recent past practices, with respect to the Tax Returns that are required to be prepared and filed pursuant to this Section 6.2(a) , provided , however , that to the extent such amended Tax Returns would increase the Taxes of the Company or the Subsidiary for taxable periods beginning after the Closing Date, Seller shall not amend such Tax Returns without the prior written consent of Buyer, which shall not be unreasonably withheld or delayed.

(b) Buyer shall prepare and file as required by applicable Law with the appropriate taxing authority (or cause to be prepared and filed) in a timely manner all Tax Returns of the Company and its Subsidiary other than those described in Section 6.2(a) . Buyer shall prepare all such Tax Returns in a manner that is consistent with Seller’s recent past practices, except as

otherwise required by applicable Law, and make any such Tax Returns available for review by Seller no later than thirty (30) days prior to the due date for filing such Tax Returns to provide Seller with a meaningful opportunity to analyze and comment on such Tax Returns and for such Tax Returns to be modified, as appropriate, before filing. Buyer will consider any comments of Seller relating to Tax Returns described in the preceding sentence. In the event of any disagreement between Buyer and Seller relating to any such Tax Returns, such disagreement shall be resolved by an accounting firm of international reputation mutually agreeable to Seller and Buyer (the “ Tax Accountant ”), and any such determination by the Tax Accountant shall be final. The fees and expenses of the Tax Accountant shall be borne equally by Buyer, on the one hand, and Seller, on the other hand. Except as provided in Section 6.2(g) , the portion of any Tax related to the Company or its Subsidiary payable with respect to any taxable period beginning on or before the Closing Date and ending after the Closing Date (a “ Straddle Period ”) that is allocable to the portion of the Straddle Period ending on the Closing Date shall be (i) in the case of property and similar ad valorem Taxes and any other Taxes not described in clause (ii) below, equal to the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that fall on or prior to the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of sales and similar Taxes, employment Taxes and other Taxes that are readily apportionable based on an actual or deemed closing of the books, computed as if such taxable period ended as of the close of business on the Closing Date.

(c) After the Closing, Buyer and its Affiliates shall not amend any Tax Return of the Company or its Subsidiary that could impact Seller, without Seller’s consent, which shall not be unreasonably withheld delayed or conditioned.

(d) Buyer and Seller shall (and shall cause their respective Affiliates to) (i) provide the other party and its Affiliates with such assistance as may be reasonably requested in connection with the preparation of any Tax Return or any audit or other examination by any taxing authority or any judicial or administrative proceeding relating to Taxes, which shall include Buyer’s obligation to provide Seller, consistent with past practice (including with respect to timing for delivery), the information needed for the preparation of all consolidated, combined, unitary, affiliated or similar Tax Returns that include the Company or its Subsidiary, on the one hand, and Seller or any Seller Affiliate, on the other hand, and (ii) retain (and provide the other party and its Affiliates with reasonable access to) all records or information which may be relevant to such Tax Return, audit, examination or proceeding; provided that the foregoing shall be done in a manner so as not to interfere unreasonably with the conduct of the business of the parties. During the seven (7) year period following the Closing, Seller shall not destroy any records or information relating to any Tax compliance matter or Tax liability of the Company or its Subsidiary without first notifying Buyer and offering Buyer the opportunity to make copies or to take possession of such records or information. Notwithstanding the above, Seller shall have no obligation to share with Buyer any consolidated, combined or unitary return or associated forms, documents or workpapers, that include Seller or any Affiliate.

(e) All refunds of Taxes (including interest actually received thereon from a relevant taxing authority) paid prior to the Closing, or for which Seller has provided indemnification pursuant to this Agreement shall be for the account of Seller, and Buyer shall pay such amounts, less any Taxes, costs or expenses incurred by Buyer, its Affiliates, the Company or its Subsidiary

in connection with the receipt of any such refund or interest, to Seller if such refunds are received by Buyer, the Company, the Company’s Subsidiary or any of their respective Affiliates.

(f) All Tax sharing agreements or similar agreements with respect to or involving the Company or its Subsidiary shall be terminated as of the Closing Date and, after the Closing Date, the Company and its Subsidiary shall not be bound thereby or have any liability thereunder.

(g) None of Buyer, the Company or any of their respective Subsidiaries shall make any election, and Buyer shall ensure that no such election is made, under Section 338 of the Code or any similar provision of Law with respect to the transactions contemplated by this Agreement.

(h) Seller and Buyer shall each be responsible for fifty percent (50%) of all transfer, documentary, sales, use, stamp, registration, value added and other similar Taxes and fees (including any penalties and interest) incurred in connection with transactions contemplated by this Agreement (including any real property transfer Tax and any similar Tax) (“ Transfer Taxes ”). Buyer shall file all Tax Returns relating to Transfer Taxes.

(i) Buyer shall promptly notify Seller following receipt of any notice of audit or other proceeding relating to Taxes for which Seller may have an indemnification obligation under this Agreement; and Seller shall promptly notify Buyer following receipt of any notice of audit or other proceeding relating to any matter relating to the Company or its Subsidiary. Seller shall have the right to control any and all Tax audits or other proceedings relating to (i) all consolidated, combined, unitary, affiliated or similar Tax Returns that include the Company or its Subsidiary, on the one hand, and Seller or any Affiliate of Seller, on the other hand, and (ii) any taxable period that ends on or before the Closing Date; provided , however , that Buyer shall have the right to participate, at its own expense, in any audit or proceeding that relates solely to the Company or its Subsidiary. Seller shall not settle any proceeding referenced in the preceding sentence that would increase Taxes payable by the Company or the Subsidiary for taxable periods beginning after the Closing Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed. Buyer shall have the right to control all other audits or other proceedings relating to any Tax Return of the Company or its Subsidiary; provided , however , that Seller shall have the right to participate in any such audit or proceeding, at its own expense, to the extent that any such audit or proceeding may affect the indemnification obligations of Seller hereunder, and Buyer shall not settle any such proceeding without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed.

(j) Seller shall be liable for, and shall indemnify and hold the Buyer Indemnified Parties harmless against (without duplication), all Losses and Taxes suffered by the Company, its Subsidiary, Buyer or any of Buyer’s Affiliates arising out of, incident to, or as a result of: (i) any breach of any covenant of Seller contained in this Section 6.2 ; (ii) Taxes of or attributable to the Company for any Pre-Closing Tax Periods or the Subsidiary for any Tax period (including, in each case and for the avoidance of doubt, any Taxes arising as a result of the transactions contemplated by this Agreement); (iii) Taxes payable by the Company or the Subsidiary in any period by reason of the Company or the Subsidiary being severally liable for the Tax of any Person pursuant to Treasury Regulation Section 1.1502-6 or any analogous foreign, state or local Tax law in any Pre-Closing Tax Period or pre-closing portion of any Straddle Period; and (iv)

any amount required to be paid by the Company or the Subsidiary under an indemnification agreement (other than this Agreement) or on a transferee or successor liability theory, in respect of any Taxes of any Person, which indemnification agreement or application of transferee or successor liability theory relates to an acquisition, disposition or similar transaction occurring on or prior to the Closing Date.

(k) Notwithstanding anything to the contrary in this Agreement, the obligations of the parties set forth in this Section 6.2 shall survive until ninety (90) days after the expiration of the applicable statutory reassessment or appeal periods for the Taxes in question, having regard, without limitation to (i) any waiver given by the Company or the Subsidiary in respect of the Taxes in question and (ii) any entitlement of a taxing authority to assess or reassess the Company or the Subsidiary without limitation in the event of fraud or misrepresentation attributable to neglect, carelessness or willful default. Except as provided in Article VIII with respect to indemnification for the breaches of representations and warranties in Section 4.6 (Tax Matters), the rights and obligations of the Parties with respect to indemnification for any and all matters relating to Taxes and Tax Returns shall be governed solely by this Section 6.2 .

(l) Without the written consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed, neither the Company nor its Subsidiary shall (i) make, revoke or amend any material election relating to Taxes, (ii) settle or compromise any material proceeding relating to Taxes, (iii) enter into a written and legally binding agreement with a taxing authority relating to material Taxes, (iv) file any material amended Tax Return, (v) seek or obtain any material Tax ruling, (vi) fail to file any Tax Return when due, (vii) waive or extend the statute of limitations in respect of Taxes (other than extensions of time to file Tax Returns) or (viii) except as required by Law, change any of its methods, policies or practices of reporting income or deductions for U.S. federal income tax purposes.

Section 6.3 Employee Benefits .

(a) From the Closing Date until at least the first (1st) anniversary thereof, Buyer shall, or shall cause the Company to, provide each employee of the Company and its Subsidiary immediately prior to the Closing Date who continues in such employment, or substantially similar employment, following the Closing Date (each a “ Company Employee ”) with employee benefits and compensation that are substantially comparable in the aggregate to the employee benefits and compensation for similarly situated Buyer employees. Seller will take all reasonably necessary actions to remove the Company and its Subsidiary as participating employers or otherwise to terminate the Company’s and its Subsidiary’s participation in the Plans and any other Seller or ERISA Affiliate employee benefit plan, policy or program. After Closing, the Company and its Subsidiary shall have no liability for events that occur after Closing with respect to any Plan or other Seller or ERISA Affiliate employee benefit plan, policy or program.

(b) With respect to each employee benefit plan in which any Company Employee becomes a participant after Closing that provides for medical insurance benefits or is a tax-qualified plan under Code Section 401(k) or vacation or severance benefits, Buyer shall, or shall

cause the Company or its Subsidiary to, fully credit each participating Company Employee for all purposes under such plan for such Company Employee’s service with the Company or its Subsidiary prior to the Closing Date.

(c) From and after the Closing, Seller and its controlled group of which it is a part shall be solely responsible for providing COBRA continuation coverage pursuant to (i) Section 4980B(f) of the Code, Part 6 of Subtitle B of Title I of ERISA and similar state Law to those individuals who are M&A qualified beneficiaries (as defined in Treasury Regulation Section 54.4980B-9, Q&A-4(b)) with respect to the transactions contemplated by this Agreement (the “ M&A Qualified Beneficiaries ”), and (ii) Title III of Division B of the American Recovery and Reinvestment Act of 2009, as amended, and all guidance promulgated thereunder, to the extent applicable with respect to the M&A Qualified Beneficiaries.

Nothing in this Section 6.3 shall (i) create any third-party beneficiary rights in any Person, including any Company Employee (and any beneficiary or dependent thereof) or (ii) obligate the Company, Buyer, Seller or any of their respective Affiliates to retain the employment of any particular employee or require Buyer or the Company to maintain or continue any Plan or any other employee benefit plan, policy or program.

Section 6.4 Use of Names . As soon as reasonably practicable but in no event later than thirty (30) days following the Closing Date, Buyer shall, and shall cause its Affiliates to (i) cease to use the name “SEACOR” or any service marks, trademarks, trade names, identifying symbols, logos, emblems, signs or insignia related thereto or containing or comprising the foregoing, including any name or mark confusingly similar thereto (collectively, the “ Seller Subject Marks ”) and (ii) remove, strike over or otherwise obliterate all Seller Subject Marks from all materials including, without limitation, any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, computer software and other materials.

Section 6.5 Personal Information . After Closing, Buyer shall not, and shall cause its Affiliates and the Company and its Subsidiary not to, use or disclose information about identifiable individuals, as defined in applicable Laws (including in Canada) relating to privacy other than for the purpose of carrying on the business of the Company or its Subsidiary, or use or disclose such information for purposes other than those for which such information was collected by the Company or its Subsidiary, except with the consent of the individuals to whom such information relates or as otherwise required by applicable Laws.

Section 6.6 Release . As a material inducement to Buyer to enter into this Agreement, Seller, on behalf of itself, agrees not to sue and fully releases and discharges the Company, its Subsidiary, and their respective directors, officers, employees, assigns and successors (collectively, the “ Releasees ”), with respect to and from any and all Losses and Liens, covenants or Proceedings, of whatever kind or nature in Law, equity or otherwise, whether now known or unknown, and whether or not

concealed or hidden, all of which Seller now owns or holds, will hold or own or has at any time owned or held against Releasees; provided , however , that nothing in this Section 6.6 will be deemed to constitute a release by Seller of any of its rights or benefits under this Agreement (including those rights pursuant to Article VIII ), any claim arising from or relating to the transactions contemplated by this Agreement, any defenses, counterclaims, cross-claims or similar claims available to Seller in any Proceeding commenced by Buyer or the Company, or any other right or claim that shall arise out of events following the Closing that give rise to such right or claim.

Section 6.7 Non-Solicit .

(a) For a period of three (3) years from and after the date hereof, Buyer shall not, and shall cause its Subsidiaries (including the Company) not to, directly or indirectly, solicit or hire any employees of SEACOR or any of its Subsidiaries; provided , however , that Buyer or its Subsidiaries (including the Company) shall be free to conduct a general advertisement or solicitation program (including through search firms) that is not specifically targeted at any such persons.

(b) For a period of three (3) years from and after the date hereof, SEACOR shall not, and shall cause its Subsidiaries (including Seller) not to, directly or indirectly, solicit or hire any employees of Buyer, the Company or their respective Subsidiaries; provided , however , that SEACOR or Seller shall be free to conduct a general advertisement or solicitation program (including through search firms) that is not specifically targeted at any such persons.

(c) The covenants and undertakings contained in this Section 6.7 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Section 6.7 will cause irreparable injury to Seller or Buyer, as applicable, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Accordingly, the remedy at law for any breach of this Section 6.7 will be inadequate. Therefore, in addition to and not in limitation of any other rights or remedies Seller or Buyer, as applicable, may have at law or in equity, Seller or Buyer, as applicable, will be entitled to a temporary and permanent injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of this Section 6.7 without the necessity of proving actual damage or posting any bond whatsoever. The rights and remedies provided by this Section 6.7 are cumulative and in addition to any other rights and remedies Seller or Buyer, as applicable, may have at law or in equity.

(d) The parties hereto agree that, if any court of competent jurisdiction determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 6.7 is unreasonable, arbitrary or against public policy, then a lesser period of time, geographical area, business limitation or other relevant feature which is determined by such court to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party.

ARTICLE VII

SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 7.1 Survival of Representations and Warranties . The representations and warranties contained in this Agreement shall survive the Closing and shall remain in full force and effect until the date that is twelve (12) months from the Closing Date; provided , that (a) the Fundamental Representations shall survive the Closing indefinitely, and (b) the representations and warranties in Section 4.6 (Tax Matters), Section 4.9 (Employee Benefits) and Section 4.16 (Environmental Matters) shall survive the Closing for three (3) years. The covenants shall survive the Closing indefinitely or, if sooner, for the period contemplated by their respective terms. For the avoidance of doubt, (x) Seller’s obligations under Section 8.1(b)(v) shall only survive until the date that is twelve (12) months from the Closing Date and (y) Gateway’s obligations under Section 8.1(b)(iv) shall survive until the date that is three (3) years from the Closing Date. Notwithstanding the foregoing, any representation or warranty that would otherwise terminate in accordance with this Section 7.1 will continue to survive if a Claim Notice shall have been timely given under Article VIII on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article VIII .

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Indemnification .

(a) Except as provided in Section 6.2 , and subject to the limitations of this Section 8.1 and the other Sections of this Article VIII , Buyer and the Company shall indemnify the Seller Indemnified Parties on a joint and several basis in respect of, and hold each of them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from, arising out of or relating to any breach of any representation or warranty (disregarding, for purposes of determining whether such representation or warranty is inaccurate any qualifications as to materiality, Material Adverse Effect or words of similar import) or nonfulfillment of or failure to perform any covenant or agreement on the part of Buyer contained in this Agreement.

(b) Except as provided in Section 6.2 , and subject to the limitations of this Section 8.1 and the other Sections of this Article VIII , Seller, for purposes of Section 8.1(b)(i) , Section 8.1(b)(ii) , Section 8.1(b)(iii) and Section 8.1(b)(v), and Gateway, solely for purposes of Section 8.1(b)(iv) , shall indemnify the Buyer Indemnified Parties in respect of, and hold each of them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject resulting from, arising out of or relating to:

(i) any breach of any representation and warranty of Seller contained in this Agreement (disregarding, for purposes of determining whether such representation or warranty is inaccurate any qualifications as to materiality, Material Adverse Effect or words of similar import);

(ii) any nonfulfillment of or failure to perform any covenant or agreement on the part of Seller contained in this Agreement;

(iii) the NGL Matter;

(iv) any liability under Environmental Health and Safety Laws arising on or prior to the Closing Date as a result of the Gateway Lease; and

(v) any liability or obligation of the Company or any of its Affiliates relating to the operation or conduct of the ethanol marketing business of the Company or any of its Affiliates on or prior to the Closing Date.

(c) Notwithstanding anything to the contrary in Section 8.1(b), (i) no amounts of indemnity shall be payable in the case of a claim by a Buyer Indemnified Party under Section 8.1(b)(i) , Section 8.1(b)(iv) or Section 8.1(b)(v) unless and until the aggregate amount of Losses that Buyer Indemnified Parties have suffered, incurred, sustained or become subject to exceeds $250,000 in the aggregate (the “ Deductible ”), in which event the Buyer Indemnified Parties shall be entitled to recover indemnity for the amount of such Losses in excess of the Deductible, (ii) no Losses may be claimed under Section 8.1(b)(i) , Section 8.1(b)(iv) or Section 8.1(b)(v) , and shall not be counted toward the Deductible, unless the Losses resulting from any single claim or series of related claims arising out of the same facts, events or circumstances shall exceed $100,000 (the “ Eligible Claim Threshold ”), (iii) the maximum aggregate amount of Losses which may be recovered by the Buyer Indemnified Parties in respect of claims made under Section 8.1(b)(i) and Section 8.1(b)(v) is $1,400,000 (the “ Cap ”), and (iv) the maximum aggregate amount of Losses which may be recovered by the Buyer Indemnified Parties in respect of claims made under Section 8.1(b)(iv) is the Base Purchase Price less any amounts recovered by the Buyer Indemnified Parties under Section 8.1(b)(i) or Section 8.1(b)(v) ; provided , however , that the Eligible Claim Threshold, the Deductible and the Cap shall not apply to any claim by a Buyer Indemnified Party for a breach of any Fundamental Representation. In no event shall Seller or Gateway be liable for indemnification claims, individually or in the aggregate, in excess of the Purchase Price. For the avoidance of doubt, Buyer acknowledges and agrees that Seller shall have no liability with respect to claims made under Section 8.1(b)(iv) and Gateway shall have no liability or obligation under this Agreement except as specifically provided in Section 8.1(b)(iv) .

(d) In addition to the foregoing, there shall be no liability for Losses of a Buyer Indemnified Party with respect to (i) any indirect, special, incidental, exemplary, consequential or punitive damages relating to the breach of this Agreement (except to the extent recovered in a Third Party Claim) or (ii) any Loss with respect to any matter to the extent that such matter was reflected in the determination of Final Working Capital.

(e) In addition to the foregoing, there shall be no liability for Losses of a Buyer Indemnified Party to the extent that the Loss for which the Buyer Indemnified Party is seeking indemnification directly or indirectly relates to, arises out of or results from (i) the closure, transfer, sale or termination of a real property lease for or at any Leased Real Property set forth in Schedule 4.11(a) on or after the Closing Date, (ii) any change in the use of all or part of any of the Leased Real Property set forth in Schedule 4.11(a) on or after the Closing Date to non-industrial use, or (iii) except as provided in Section 8.1(b)(iv) , any investigation, cleanup, remedial or similar activity other than as required to comply with the minimum applicable standards acceptable to the relevant Governmental Entity under applicable Environmental,

Health and Safety Laws in effect and enforceable as of the Closing Date. Further, there shall be no liability for Losses of a Buyer Indemnified Party to the extent that the Loss for which the Buyer Indemnified Party is seeking indemnification directly or indirectly arises from, or relates to, any environmental sampling or testing conducted by or on behalf of any Buyer Indemnified Party of soil, subsurface strata, surface water, groundwater, sediments, ambient air or building materials at, on, under or within any portion of the Leased Real Property set forth in Schedule 4.11(a) unless such sampling or testing is conducted in response to an immediate, imminent and substantial threat to human health or the environment as required under applicable Environmental, Health and Safety Laws.

Section 8.2 Indemnification Procedure for Third Party Claims .

(a) In the event that any Proceeding for which an Indemnifying Party may be liable to an Indemnified Party hereunder is asserted or sought to be collected by a third party (“ Third Party Claim ”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of such Third Party Claim (“ Claim Notice ”); provided , however , that the failure to provide prompt notice shall not release the Indemnifying Party from any obligations hereunder except to the extent such Indemnifying Party is materially prejudiced by such failure and shall not relieve such Indemnifying Party from obligations it may otherwise have under this Article VIII . The Claim Notice shall specify in reasonable detail the amount of the Loss, if known, and contain a reference to the provision(s) of this Agreement in respect of which such right of indemnification is claimed or arises. The Indemnified Party shall enclose with the Claim Notice a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim.

(b) Subject to Section 6.2(i) and except as provided in Section 8.2(c) , the Indemnifying Party shall have the right to assume the defense or prosecution of such Third Party Claim and any litigation resulting therefrom (a “ Third Party Defense ”), including (i) the employment of counsel reasonably satisfactory to Seller in the case of Seller Indemnified Parties, or Buyer, in the case of Buyer Indemnified Parties, (ii) the obligation to pay all reasonable expenses in connection therewith and (iii) the right to settle or compromise the Third Party Claim with the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided that no such consent shall be required if the settlement or compromise includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a complete release from all liability in respect of such Third Party Claim and requires only the payment of monetary damages and/or an admission of culpability on the part of the Indemnifying Party. The Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the Third Party Defense thereof, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense, unless (A) the Indemnifying Party has agreed to pay the fees and expenses of such counsel, (B) the Indemnifying Party shall have failed promptly (after notice thereof from any Indemnified Party in compliance with this Agreement) to assume the defense of such Proceeding and employ counsel reasonably satisfactory to the Indemnified Party in any such Proceeding or (C) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and such Indemnified Party reasonably believes

that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party (in which case, if the Indemnified Party notifies the Indemnifying Party that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such Proceeding on behalf of the Indemnified Party); it being understood, however, that the Indemnifying Party shall not, in connection with any one such Proceeding or separate but substantially similar or related Proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one (1) separate firm of attorneys (together with appropriate local counsel) at any time for such Indemnified Party, which firm shall be designated by Seller in the case of Seller Indemnified Parties, or Buyer, in the case of Buyer Indemnified Parties, and shall be reasonably satisfactory to the Indemnifying Party. If the Indemnified Party so assumes the Third Party Defense of any Proceeding, the Indemnified Party will not, without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), settle, compromise or consent to the entering of any judgment in respect of which indemnity may be sought hereunder.

(c) With respect to the NGL Matter, Buyer acknowledges and agrees that Seller shall have the sole right to control any litigation or other legal, administrative or judicial proceeding related thereto and Buyer shall have no right to participate therein; provided , however , in the event that any Buyer Indemnified Party has been made a named party to such matter, Buyer shall have the right to employ separate counsel (together with appropriate local counsel) reasonably acceptable to Seller and to participate in the defense thereof, and the reasonable fees and expenses of such counsel shall be at Seller’s expense. Buyer shall have no consent rights to the employment of counsel by Seller or Seller’s right to settle or compromise the NGL Matter; provided , however , in the event that any Buyer Indemnified Party has been made a named party to such matter, Seller will not, without Buyer’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), settle, compromise or consent to the entering of any judgment in respect of the NGL Matter.

Section 8.3 Indemnification Procedures for Direct Claims . The Indemnified Party shall notify the Indemnifying Party in writing (a “ Direct Claim Notice ”) promptly of its discovery of any matter for which it is entitled to indemnification hereunder that does not involve a Third Party Claim (a “ Direct Claim ”), such notice to contain the information set forth in the following sentence. The Claim Notice shall specify in reasonable detail the amount of the Loss, if known, and contain a reference to the provision(s) of this Agreement in respect of which such right of indemnification is claimed or arises. Failure to provide a Direct Claim Notice shall not release the Indemnifying Party from any obligations hereunder except to the extent such Indemnifying Party is materially prejudiced by such failure and shall not relieve such Indemnifying Party from obligations it may otherwise have under this Article VIII . The Indemnifying Party shall have 60 days after its receipt of a Direct Claim Notice to respond in writing to such Direct Claim. The Indemnified Party will reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access, during normal business hours and upon reasonable advance notice, to and copies of information, records and documents relating to

such matters and providing access, during normal business hours and upon reasonable advance notice, to employees to assist in the investigation, defense and resolution of such matters. If the Indemnifying Party does not so respond within such 60 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Section 8.4 Calculation of Indemnity Payments .

(a) The Indemnified Party agrees to use its commercially reasonable efforts to pursue and collect on any recovery available under any insurance policies. The amount of Losses payable under this Article VIII by the Indemnifying Party in respect of a Third Party Claim or Direct Claim shall be reduced by any and all amounts that are recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor in respect of the Losses to which such Third Party Claim or Direct Claim relates. If the Indemnified Party receives any amounts under applicable insurance policies or from any other Person alleged to be responsible for any Losses in respect of a Third Party Claim or Direct Claim, subsequent to an indemnification payment by the Indemnifying Party in respect of a Third Party Claim or Direct Claim, then such Indemnified Party shall promptly pay to the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification up to the amount received by the Indemnified Party.

(b) The amount of Losses incurred by an Indemnified Party shall be reduced to take account of any net Tax benefit actually realized by the Indemnified Party arising from the incurrence or payment of any such indemnified amount.

Section 8.5 Exclusive Remedy . Except for (a) actions seeking specific performance of this Agreement, (b) such equitable remedies as may be available to enforce the provisions of Section 6.4 , Section 6.6 and Section 6.7 of this Agreement, (c) claims against a party that such party has committed fraud, and (d) claims for amounts made under Section 6.2 , each party understands and agrees that resort to the indemnity pursuant to this Article VIII shall constitute its sole right and exclusive remedy against the other party with respect to any matters arising from this Agreement or the transactions contemplated hereby.

Section 8.6 Adjustment to Purchase Price . Seller and Buyer agree to treat all payments made by Seller for the benefit of Buyer or payments made by Buyer for the benefit of Seller under all of the indemnification provisions (including under Section 6.2 ) of this Agreement as adjustments to the Purchase Price for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction require otherwise.

ARTICLE IX

GENERAL PROVISIONS

Section 9.1 Expenses .

(a) Except as specifically set forth in this Agreement, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense, including, all professional fees and related expenses for services rendered by counsel, actuaries, auditors, accountants, investment bankers, experts, consultants and other advisors.

(b) Notwithstanding the foregoing in Section 9.1(a) , any Transaction Related Expenses that are not paid by Seller or the Company at or before the Closing shall promptly be paid by Seller after the Closing, except to the extent that such Transaction Related Expense are included in the calculation of the Final Working Capital (in which event, such Transaction Related Expense shall promptly be paid by Buyer).

Section 9.2 Further Actions . Each party shall execute and deliver such certificates and other documents and take such other actions as may reasonably be requested by the other party in order to consummate or implement the transactions contemplated hereby.

Section 9.3 Post-Closing Access . Seller acknowledges and agrees that from and after the Closing, Buyer will be entitled to the originals of all books and records of the Company and its Subsidiary. Seller shall, upon the reasonable request and at the expense of Buyer, promptly deliver to Buyer such originals or copies of all such books and records and will cooperate with Buyer in the preparation and/or audit of historical financial statements for the business of the Company and its Subsidiary for such periods as may be reasonably requested by Buyer; provided , that (a) any such cooperation with Buyer in the preparation and/or audit of historical financial statements shall be conducted at reasonable times and on reasonable notice and shall not be disruptive to Seller’s employees or business, (b) neither the delivery of any books and records nor any cooperation in the preparation and/or audit of historical financial statements shall include the disclosure of confidential or privileged information and (c) shall be reasonable in scope. Buyer shall, upon the request and at the expense of Seller, permit Seller and its representatives full access at all reasonable times, to the books and records of each Company and its Subsidiary, and Buyer shall execute (and shall cause each Company and its Subsidiary to execute) such documents as Seller may reasonably request to enable Seller to file any required reports or Tax Returns relating to the Company or its Subsidiary; provided , however , that prior to receiving access to any of such books and records, Seller shall enter into a customary confidentiality agreement binding on it and any other Person to whom the information may be disclosed. Buyer shall not dispose of such books and records during the six (6)-year period beginning with the Closing without Seller’s consent, which shall not be unreasonably withheld, conditioned or delayed. Following the expiration of such six (6) year period, Buyer may dispose of such books and records at any time

upon giving sixty (60) days prior written notice to Seller, unless Seller agrees to take possession of such books and records within 60 days at no expense to Buyer.

Section 9.4 Certain Limitations . It is the explicit intent and understanding of each of the parties that no party or any of its Affiliates, representatives or agents is making any representation or warranty whatsoever, oral or written, express or implied, other than those set forth in Articles III , IV and V and no party is relying on any statement, representation or warranty, oral or written, express or implied, made by another party or such other party’s Affiliates, representatives or agents, including any statements set forth in any confidential information memorandum, the data room or the management presentations made available to Buyer, except for the representations and warranties set forth in such articles. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE PARTIES EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE ASSETS OF THE BUSINESS AND, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD THAT BUYER TAKES THE ASSETS OF THE COMPANY AND ITS BUSINESS “AS IS” AND “WHERE IS.” The parties agree that this is an arm’s-length transaction in which the parties’ undertakings and obligations are limited to the performance of their obligations under this Agreement. Buyer acknowledges that (a) it is a sophisticated investor, (b) it has undertaken a full investigation of the business of the Company and its Subsidiary and has been provided adequate information and access for such purpose, (c) it has relied solely on such investigation and the representations and warranties contained in Articles III and IV in making its decision to enter into this Agreement and the consummation of the transaction contemplated herein, (d) it has only a contractual relationship with Seller, based solely on the terms of this Agreement and (e) there is no special relationship of trust or reliance between Buyer and Seller.

Section 9.5 Notices . All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally (with written confirmation of receipt), (b) mailed, certified or registered mail with postage prepaid (receipt requested), (c) sent by next-day or overnight mail or delivery or (d) sent by facsimile (with confirmation of transmission), addressed to the respective parties at the following addresses or numbers (or such other address or numbers for a party as shall be specified by like notice), as follows:

(i)

if to Seller, SEACOR or Gateway,

SEACOR Holdings Inc.

2200 Eller Drive

Fort Lauderdale, FL 33316

Fax: (954) 527-1772

Telephone: (954) 627-5206

Attention: Paul L. Robinson

with a copy to (which shall not constitute notice):

Milbank, Tweed, Hadley & McCloy, LLP

One Chase Manhattan Plaza

New York, New York 10005

Fax: (212) 822-5017

Telephone: (212) 530-5017

Attention: Jane Morgan

(ii)

if to Buyer

Par Petroleum Corporation

1301 McKinney, Suite 2025

Houston, Texas 77010

Fax: (713) 650-0502

Telephone: (713) 969-3293

Attention: John T. Young, Jr.

with a copy to (which shall not constitute notice):

Porter Hedges LLP

1000 Main, 36 ^th Floor

Houston, Texas 77002

Fax: (713) 228-1331

Telephone: (713) 226-6649

Attention: E. James Cowen

or, in each case, at such other address as may be specified in writing to the other parties hereto.

All such notices, requests, demands, waivers and other communications shall be deemed to have been received (a) if by personal delivery on the day after such delivery, (b) if by certified or registered mail, on the seventh (7th) Business Day after the mailing thereof, (c) if by next-day or overnight mail or delivery, on the day delivered, or (d) if by facsimile and if sent during normal business hours of the recipient, that Business Day, and if not, then the next Business Day if sent after normal business hours of the recipient.

Section 9.6 Assignment, Successors . This Agreement shall not be assignable by either party hereto without the prior written consent of the other party and any attempt to assign this Agreement without such consent shall be void and of no effect. This Agreement shall inure to the benefit of, and be binding on and enforceable against, the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer any right, remedy or claim under or by reason of this Agreement upon any Person other than (a) the parties and successors and assigns permitted by this Section 9.6 , (b) a Company Indemnified Party under Section 6.1 , (c) a Buyer Indemnified Party under Section 6.2(j) , (d) the Releasees

under Section 6.6 , (e) an Indemnified Party under Article VIII and (f) Milbank under Section 9.16 .

Section 9.7 Amendment, Waivers, etc . No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by either of the parties hereto of a breach of or a default under any of the provisions of this Agreement or failure to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at Law or in equity.

Section 9.8 Entire Agreement .

(a) This Agreement (including the Exhibits and Schedules referred to herein or delivered hereunder) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

(b) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Further, prior drafts of this Agreement or any ancillary agreements hereto or the fact that any clauses have been added, deleted or otherwise modified from any prior drafts of this Agreement or any ancillary agreements hereto shall not be used as an aide of construction or otherwise constitute evidence of the intent of the parties hereto; and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of such prior drafts.

Section 9.9 Knowledge, Interpretation . For the purposes of this Agreement, the “knowledge” of Seller shall be deemed to consist solely of the actual knowledge of those individuals listed in Schedule 9.9(a) obtained in the normal course of their respective duties as officers of Seller, the Company or the Company’s Subsidiary, but without any further investigation or inquiry by any of them. For the purposes of this Agreement, the “knowledge” of Buyer shall be deemed to consist solely of the actual knowledge of those individuals listed in Schedule 9.9(b) obtained in the normal course of their respective duties as officers of Buyer, but without any further investigation or inquiry by any of them. The disclosure of any matter in the Schedules hereto shall be deemed to be a disclosure to such other section or sections of this Agreement to which it is readily apparent on

the face of such disclosure that it applies. No disclosure on the Schedules hereto shall be deemed to constitute an admission by Seller, the Company or Buyer, or to otherwise imply, that any such matter is material for purposes of this Agreement.

Section 9.10 Severability . If any provision, including any phrase, sentence, clause, section or subsection, of this Agreement is invalid, inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering such provisions in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision herein contained invalid, inoperative or unenforceable to any extent whatsoever.

Section 9.11 Headings . The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.

Section 9.12 Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. The signature of any party hereto to any counterpart hereof shall be deemed a signature to, and may be appended to, any other counterpart hereof. In the event that any signature to this Agreement or any ancillary agreement is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. Once signed, this Agreement may be delivered by facsimile or “.pdf” format, and any reproduction of this Agreement made by reliable means ( e.g. , photocopy, facsimile or “.pdf”) is considered an original.

Section 9.13 Governing Law . This Agreement and the rights and duties of the parties hereto hereunder shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules are not mandatorily applicable by law and would require or permit the application of the Laws of another jurisdiction.

Section 9.14 Enforcement of Agreement . The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that, in addition to any other applicable remedies at Law or in equity, the parties shall be entitled to an injunction or injunctions, without proof of damages, to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other party under this Agreement. Each party further agrees that no other party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection

with or as a condition to obtaining any remedy available pursuant to this Section 9.14 , and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument in connection with or as a condition to obtaining any remedy available pursuant to this Section 9.14 .

Section 9.15 Consent to Jurisdiction, etc .

(a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery located in New Castle County, Delaware or Federal court of the United States of America for the District of Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Delaware Court of Chancery or, to the extent permitted by Law, in such Federal court. Each of the parties hereto agrees that a final, non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

(b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in such Delaware Court of Chancery or such Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in this Section 9.15 . Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

Section 9.16 Waiver of Punitive and Other Damages and Jury Trial .

(a) THE PARTIES TO THIS AGREEMENT EXPRESSLY WAIVE AND FOREGO ANY RIGHT TO RECOVER ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF FUTURE REVENUE OR INCOME, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT OR DIMINUTION OF VALUE, OR SIMILAR DAMAGES IN ANY ARBITRATION, LAWSUIT, LITIGATION OR PROCEEDING ARISING OUT OF OR RESULTING FROM ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(c) EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9.16 .

Section 9.17 Conflict of Interest . If Seller so desires, and without the need for any consent or waiver by the Company, its Subsidiary or Buyer, Milbank shall be permitted to represent Seller after the Closing in connection with any matter, including anything related to the transactions contemplated by this Agreement or any disagreement or dispute relating thereto. Without limiting the generality of the foregoing, after the Closing, Milbank shall be permitted to represent Seller, any of its agents and Affiliates, or any one or more of them, in connection with any negotiation, transaction or dispute (“dispute” includes litigation, arbitration or other adversary proceeding) with Buyer, the Company, the Company’s Subsidiary or any of their agents or Affiliates under or relating to this Agreement, any transaction contemplated by this Agreement, and any related matter, such as claims for indemnification and disputes involving employment or noncompetition or other agreements entered into in connection with this Agreement. Upon and after the Closing, the Company and its Subsidiary shall cease to have any attorney-client relationship with Milbank, unless Milbank is specifically engaged in writing by the Company or its Subsidiary to represent such entity after the Closing and either such engagement involves no conflict of interest with respect to Seller or Seller consents in writing at the time to such engagement. Any such representation of the Company or its Subsidiary by Milbank after the Closing shall not affect the foregoing provisions hereof. For example, and not by way of limitation, even if Milbank is representing the Company or its Subsidiary after the Closing, Milbank shall be permitted simultaneously to represent Seller in any matter, including any disagreement or dispute relating thereto. Furthermore, Milbank shall be permitted to withdraw from any representation of the Company or its Subsidiary in order to be able to represent or continue so representing Seller, even if such withdrawal causes the Company, its Subsidiary or Buyer additional legal expense, delay or other prejudice.

Section 9.18 Currency . Except as otherwise expressly provided in this Agreement, all dollar amounts referred to in this Agreement are stated in the lawful currency of the United States of America.

Section 9.19 Guaranty . SEACOR (“ Guarantor ”) hereby, unconditionally and irrevocably, guarantees (this “ Guaranty ”), by way of an independent obligation to Buyer the due and punctual payment of all amounts due and payable by Seller to Buyer under or arising out of Section 1.2(b) , Section 6.2 , Article VIII and Section 9.1 after the date hereof, when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement, including all limitations set forth in Article VIII (the “ Guaranteed Obligations ”). Guarantor guarantees as principal obligor and not as surety the prompt performance and payment of all Guaranteed Obligations, this being a guarantee of payment and not a guarantee of collection. This Guaranty is not contingent upon the pursuit by Buyer of any rights or remedies against Seller, such pursuit being hereby waived by Guarantor. The obligations, covenants, agreements and duties of Guarantor hereunder shall not be released, affected or impaired in any way by the voluntary or involuntary liquidation, sale or disposition of any assets of Buyer, or the merger or consolidation of Buyer with any other Person. This Guaranty shall be binding upon all successors and assigns of Guarantor.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.


PAR PETROLEUM CORPORATION

By:		/s/ R. Seth Bullock
Name:		R. Seth Bullock
Title:		Chief Financial Officer

SEACOR ENERGY HOLDINGS INC.

By:		/s/ Peter Coxon
Name:		Peter Coxon
Title:		President

SEACOR HOLDINGS INC.

By:		/s/ Richard Ryan
Name:		Richard Ryan
Title:		Senior Vice President and Chief Financial Officer

GATEWAY TERMINALS LLC, solely with respect to Section 8.1(b)(iv)

By:		/s/ Lisa Manekin
Name:		Lisa Manekin
Title:		Vice President and Secretary

[SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT]

Exhibit 10.1

Execution Version

THIRD AMENDMENT TO DELAYED DRAW TERM LOAN CREDIT AGREEMENT,

JOINDER, WAIVER, CONSENT AND OMNIBUS AMENDMENT AGREEMENT

THIRD AMENDMENT TO DELAYED DRAW TERM LOAN CREDIT AGREEMENT, JOINDER, WAIVER, CONSENT AND OMNIBUS AMENDMENT AGREEMENT (this “ Amendment ”), dated as of December 28, 2012 by and among Par Petroleum Corporation, a Delaware corporation (the “ Borrower ”), the Guarantors party thereto (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 ”).

WHEREAS, the Credit Parties, Jefferies Finance LLC, as administrative agent, and the Lenders party thereto from time to time entered into that certain Delayed Draw Term Loan Credit Agreement dated as of August 31, 2012 (as amended by the First Amendment dated September 28, 2012, as amended by the Second Amendment dated effective November 29, 2012, and as may be amended, amended and restated, modified, supplemented, extended, renewed, restated or replaced from time to time, the “ Credit Agreement ”);

WHEREAS, the Borrower desires to acquire, directly or indirectly, all of the issued and outstanding capital stock of Seacor Energy Inc., a Delaware corporation (“ Target ”), on or before December 31, 2012;

WHEREAS, certain Lenders are willing to provide a term loan for the purpose of financing the Borrower’s acquisition of Target and for the purposes of providing cash collateral for a letter of credit facility with Compass Bank;

WHEREAS, following the Borrower’s acquisition of Target on or before December 31, 2012, Target shall become a guarantor and a Credit Party under the Credit Agreement and the other Loan Documents;

WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement; and

WHEREAS, the Borrower, the Guarantors, and the Lenders have agreed to so amend the Credit Agreement subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms . All capitalized terms used herein (including the recitals hereto) shall have the respective meaning assigned to such terms in the Credit Agreement as amended by this Amendment, unless otherwise defined herein.

2. Amendments to Credit Agreement .

(a) Appendix 1 of the Credit Agreement is hereby amended by (i) adding the new defined terms which appear on Appendix 1-A to this Amendment in alphabetical order and (ii) restating in their entirety the existing definitions for the defined terms which appear on Appendix 1-B to this Amendment as they appear on such Appendix 1-B.

(b) The Credit Agreement is hereby amended to add a new Appendix 2 to the Credit Agreement, which sets forth the covenants and agreements of the Borrower, the other Credit Parties, the Lenders and the Administrative Agent with respect to Tranche B Loans and such Appendix 2 is hereby incorporated into the Credit Agreement and made a part thereof (and the terms of Appendix 2 shall be treated for all purposes as if they are terms of the Credit Agreement itself).

(c) The Credit Agreement is hereby amended to add a new Appendix 3 to the Credit Agreement, which sets forth the agreements of the Borrower, the other Credit Parties, the Tranche B Lenders and the Administrative Agent with respect to the conditions precedent to making Tranche B Loans and such Appendix 3 is hereby incorporated into the Credit Agreement and made a part thereof (and the terms of Appendix 3 shall be treated for all purposes as if they are terms of the Credit Agreement itself).

(d) Section 2.6(b) of the Credit Agreement is hereby deleted and replaced with the following:

“(b) Notwithstanding the foregoing, from and after the date that an Event of Default shall have occurred and be continuing (including, without limitation, at any time during an Interest Period), at the request of the Requisite Lenders (which such request may be made by the Administrative Agent at the direction of the Requisite Lenders), (i) all outstanding Obligations shall, to the extent permitted by applicable law, bear interest at a rate per annum equal to 11.75%, per annum (or 2% plus the rate otherwise applicable to such Obligations as provided in Section 2.6(a)(i)) (the “Default Rate”) and (ii) all interest accrued and accruing shall be payable in cash on demand; provided, that, from and after the occurrence of any Event of Default under Section 7.1(e) , all outstanding Obligations shall, to the extent permitted by applicable law, bear interest at the Default Rate automatically and without any notice from Administrative Agent, the Requisite Lenders or any other Person.”

(e) Section 2.8(a)(i), (ii) , (iii) , (iv) and (v) (Optional Payments) of the Credit Agreement is amended such that in each case where the term “Obligations” appears, the parenthetical phrase “(exluding Tranche B Obligations)” shall be inserted immediately thereafter. The parties agree that the Repayment Premium and Applicable Premium do not apply to Tranche B Obligations.

(f) Sections 2.8(c) , (d) , (e) , (f) , (g) and (h) of the Credit Agreement are deleted in their entirety and replaced with the following:

“(c) Asset Sales .

(i) Not later than five (5) Business Days following the receipt of any Net Cash Proceeds of any Disposition of any Property of any Credit Party (except for Dispositions of the JV Interests or of the type described in Sections 2.8(e) , (f) and (g) ) now owned or hereafter acquired, such Credit Party shall apply 100% of such Net Cash Proceeds to make repayments of the Obligations, if any are then outstanding, in accordance with Sections 2.8(h) and (i) ; provided that no such repayment shall be required under this Section 2.8(c) with respect to (A) the Disposition of Property that constitutes a Casualty Event, (B) Dispositions for fair market value resulting in no more than $100,000 in Net Cash Proceeds per Disposition (or series of related Dispositions) and less than $200,000 in aggregate Net Cash Proceeds before the Maturity Date, (C) any Disposition to the extent no Obligations are then outstanding on the date of receipt of such Net Cash Proceeds, or (D) Dispositions permitted by Section 6.4(b)(i) , (ii) , (iii) (other than subclause (B) of Section 6.4(b)(iii) ), (iv) , (v) , (vii) , (viii) and (ix) ; and provided, further that so long as no Default or Event of Default shall have occurred and be continuing or arise therefrom, the Borrower shall have the option upon written notice stating its intention to the Administrative Agent and each Lender (or by filing materials with the SEC stating Borrower’s intention and contemporaneously delivering such materials to the Administrative Agent and each Lender) within ten (10) Business Days of receipt of Net Cash Proceeds from any Disposition, directly or through one or more Credit Party, to invest or commit to invest such Net Cash Proceeds in an amount such that the aggregate amount of all Net Cash Proceeds from any Disposition reinvested as described in clauses (I) and (II) below pursuant to this proviso (and not applied to the Obligations pursuant to this Section 2.8(c) ) shall not exceed an amount equal to $25,000,000 in the aggregate (I) within one (1) year of receipt thereof in long term productive assets of the general type used in the business of the Credit Parties, including through Acquisitions permitted hereunder, provided that if any amount is so committed to be reinvested within such one-year period, but is not reinvested within the later to occur of (x) six (6) months of the date of such commitment and (y) the end of such one-year period, the Borrower shall repay the Obligations in accordance with this Section 2.8(c) without giving further effect to such reinvestment right or (II) as a capital contribution or loan to the JV Company within ten (10) Business Days of receipt thereof, provided that if any amount is so committed to be reinvested but is not reinvested within ten (10) Business Days of receipt of such Net Cash Proceeds, the Borrower shall repay the Obligations in accordance with this Section 2.8(c) without giving further effect to such reinvestment right; and

(ii) Not later than one (1) Business Day following the receipt of any Net Cash Proceeds from the Disposition of the JV Interests, such Credit Party shall, subject to the Intercreditor Agreement apply 100% of such Net Cash Proceeds to make repayments of the Obligations (excluding Tranche B Obligations), if any are then outstanding, in accordance with Sections 2.8(h) ; provided that no such repayment shall be required under this Section 2.8(c) with respect to any Disposition to the extent no Obligations are then outstanding on the date of receipt of such Net Cash Proceeds.

(d) Debt Issuance . Not later than one (1) Business Day following the receipt of any Net Cash Proceeds of any Debt Issuance (including the issuance of any Permitted Subordinated Debt) by any Credit Party, the Borrower shall make repayments of the Obligations, if any are then outstanding, in accordance with Sections 2.8(h) in an aggregate principal amount equal to 100% of such Net Cash Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing or arise therefrom, the Borrower shall have the option upon written notice stating its intention to the Administrative Agent and each Lender (or by filing materials with the SEC stating Borrower’s intention and contemporaneously delivering such materials to the Administrative Agent and each Lender) within ten (10) Business Days of receipt of Net Cash Proceeds from any Debt Issuance, directly or through one or more Credit Party, to invest or commit to invest such Net Cash Proceeds in investments permitted pursuant to Section 6.7(g) or (k) within six (6) months of receipt thereof, provided that if any amount is so committed to be reinvested but is not reinvested within six (6) months of the date of receipt of such Net Cash Proceeds, the Borrower shall repay the Obligations in accordance with this Section 2.8(d) without giving further effect to such reinvestment right.

(e) JV Distributions . Not later than one (1) Business Day following the receipt of any cash Dividends or other distributions by any Credit Party in respect of any Credit Party’s ownership of the JV Interests, the Borrower shall make repayments of the Obligations (excluding Tranche B Obligations), if any are then outstanding in accordance with Sections 2.8(h) in an aggregate principal amount equal to 100% of such cash Dividends or other distributions, provided, however, that (i) the Borrower shall only be required to make such repayment after a Credit Party has received aggregate cash Dividends or other distributions totaling in excess of $250,000 in respect of any Credit Party’s ownership of the JV Interests and (ii) no such repayment shall be required under this Section 2.8(e) to the extent that such Dividends or other distributions are intended to be used by Borrower or the applicable Credit Party to pay Taxes attributable to such JV Interests and Dividends and distributions received thereunder that are owed by the Borrower or the applicable Credit Party and such Dividends and distributions are in fact so used.

(f) Casualty Events . Not later than five (5) Business Days following the receipt of any Net Cash Proceeds from a Casualty Event by any Credit Party, the Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make repayments of the Obligations in accordance with Sections 2.8(h) ; provided that no such prepayment shall be required under this Section 2.8(f) with respect to any Disposition of property which constitutes a Casualty Event resulting in no more than $100,000 in Net Cash Proceeds per Casualty Event and less than $500,000 in Net Cash Proceeds from Casualty Events in any fiscal year; provided, further :

(i) so long as no Default or Event of Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that the Borrower shall, following the receipt of such Net Cash Proceeds, have delivered a certificate to the Administrative Agent and each Lender within ten (10) Business Days stating that such proceeds are expected to be used to purchase replacement assets or repair such assets and, in each case, to be used in connection with the purposes described in Section 5.9 or otherwise in compliance with the terms of this Agreement no later than 365 days following the date of receipt of the entire amount of such proceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Instruments, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien granted pursuant to the Security Instruments in favor of the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.8 , 5.11 , and 5.12 ; and

(ii) if any portion of such Net Cash Proceeds shall not be so applied within such 365-day period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.8(f) .

(g) Equity Issuances . No later than five (5) Business Days following the date of receipt by the Borrower of any Net Equity Proceeds, the Borrower shall prepay the Obligations in an aggregate amount equal to 75% (the “ Equity Percentage ”) of such Net Equity Proceeds; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the option upon written notice stating its intention to the Administrative Agent and each Lender (or by filing materials with the SEC stating Borrower’s intention and contemporaneously delivering such materials to the Administrative Agent and each Lender) within ten (10) Business Days of receipt of such Net Equity Proceeds, directly or through one or more Credit Party, to (A) invest or commit to invest such Net Equity Proceeds (x) in investments permitted pursuant to Section 6.7(g) or (k) within six (6) months from the date of receipt of such Net Equity Proceeds; or (y) in long term productive assets of the general type used in the business of the Credit Parties, including through Acquisitions permitted hereunder, in each case, within one (1) year of receipt of such Net Equity Proceeds or (B) to fund the Target’s activities within six (6) months from the date of receipt of such Net Equity Proceeds, provided that, in the case of investments

described in clause (A)(x) above, if any amount is so committed to be reinvested but is not so reinvested within six (6) months from the date of receipt of such Net Equity Proceeds, or in the case of investments described in clause (A)(y) above, if any amount is so committed to be reinvested within such one-year period, but is not reinvested within such one-year period after the receipt of such Net Equity Proceeds or as described in clause (B), within six (6) months from the date of receipt of such Net Equity Proceeds, then, in each case, the Borrower shall use 75% of the unused portion of such Net Equity Proceeds to repay the Obligations in accordance with this Section 2.8(g) without giving further effect to such reinvestment right.

(h) Application of Repayments .

(i) Subject to the provisions of this Section 2.8(h) , prior to any optional or mandatory prepayment hereunder, the Borrower shall specify the amount of such prepayment in the notice of such prepayment pursuant to Section 2.8(h)(iii) .

(ii) All amounts to be applied to the Obligations pursuant to Section 2.8(c) through (g) shall be applied (a) first, to the repayment of Tranche B Loans and other Tranche B Obligations until the Tranche B Obligations are paid in full, and (b) second, to the repayment of the Loans and other Obligations then due and payable; provided that, no Dividends or Net Cash Proceeds arising from JV Interests or any other “Common Collateral” (as defined in the Intercreditor Agreement) shall be used to pay all or any portion of the Tranche B Obligations. Amounts to be applied pursuant to clause (a) of this Section 2.8(h)(ii) to the repayment of Tranche B Obligations shall be applied (1) first, towards payment of interest (including, but not limited to, any outstanding PIK-B Interest) and fees then due in respect of Tranche B Loans, (2) second, towards payment of principal of Tranche B Loans then due hereunder, and (3) third, towards payment of the Tranche B Exit Fee, with all such amounts distributed ratably among the Tranche B Lenders in accordance with the amounts of principal, interest and fees then due to such Tranche B Lenders. Amounts to be applied pursuant to clause (b) of this Section 2.8(h)(ii) to the repayment of Loans shall be applied to the outstanding Loans, (x) first, towards payment of either the Applicable Premium or Repayment Premium which is due in connection with such repayment, (y) second, towards payment of interest (including, but not limited to, any outstanding PIK Interest) and fees (other than the Applicable Premium or Repayment Premium) then due hereunder, and (z) third, towards payment of principal of the Loans then due hereunder, with all such amounts distributed ratably among the parties entitled thereto in accordance with the amounts of principal, interest and fees then due to such parties.

(iii) Notice of Repayment . If the Borrower is required to make a repayment pursuant to Sections 2.8(c) , (d) , (e) , (f) or (g) , the Borrower shall notify the Administrative Agent by written notice of any repayment hereunder, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of repayment. Each such notice shall specify the repayment date, the principal amount of the Loans or Tranche B Loans to be repaid, the amount of accrued interest due in connection therewith and, with respect to the Loans, any Repayment Premium or Applicable Premium, if applicable. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Such notice to the Lenders may be by electronic communication. Each repayment of any or all of the Loans or Tranche B Loans shall be applied according to Section 2.8(h) . Repayments shall be accompanied by accrued interest to the extent required by Section 2.05 of Appendix 2 and Section 2.6 .”

(g) Section 2.9(a) of the Credit Agreement is hereby deleted and replaced with the following:

“(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(ii) subject any recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement, the Loans or Tranche B Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other recipient of making, converting to, continuing or maintaining any Loan or Tranche B Loans or of maintaining its obligation to make any such Loan or such Tranche B Loans, or to reduce the amount of any sum received or receivable by such Lender, or other recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, or other recipient, the Borrower will pay to such Lender or other recipient, as the case may be, such additional amount or amounts as will compensate such Lender or other recipient, as the case may be, for such additional costs incurred or reduction suffered.”

(h) Section 2.9(b) of the Credit Agreement is hereby deleted and replaced with the following:

“(b) If any Lender determines (in good faith, but in its sole absolute discretion) that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Loans or Tranche B Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.”

(i) The first sentence of Section 2.10 (Breakage Payments) of the Credit Agreement is hereby deleted and replaced with the following sentence:

“In the event of the failure to borrow or prepay any Loan or Tranche B Loan on the date specified in any notice delivered pursuant hereto then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense (but excluding consequential damages and loss of anticipated profits), if any, attributable to such event.”

(a) Section 2.11(b) of the Credit Agreement is hereby deleted and replaced with the following:

“(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (subject to the priorities set forth in Section 7.6 in the case of proceeds received by the Administrative Agent in respect of any sale of, collection from or realization upon all or any part of the Collateral pursuant to the exercise by the Administrative Agent of its remedies) (i) first, towards payment of either the Applicable Premium or Repayment Premium which is due in connection with any repayment, (ii) second, towards payment of interest (including, but not limited to, any outstanding PIK Interest and PIK-B Interest) and fees (other than the Applicable Premium or Repayment Premium) then due with respect to the Loans and the Tranche B Loans hereunder, and (iii) third, towards payment of principal then due hereunder with respect to the Loans and the Tranche B Loans, with all such amounts distributed ratably among the parties entitled thereto in accordance with the amounts of principal, interest and fees then due to such parties.”

(b) Section 2.11(c) of the Credit Agreement is hereby deleted and replaced with the following:

“(c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Obligations resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans or Tranche B Loans and accrued interest

thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans or Tranche B Loans, as applicable, of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans or Tranche B Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or Tranche B Loans to any assignee or participant, other than to any Credit Party or its Affiliates (as to which the provisions of this paragraph shall apply). Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation. If under applicable Debtor Relief Law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.11(c) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.11(c) to share in the benefits of the recovery of such secured claim.”

(c) The first sentence of Section 2.13(a) (Mitigation of Obligations) of the Credit Agreement is hereby deleted and replaced with the following sentence:

“If any Lender requests compensation under Section 2.9 , or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12 , then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans and Tranche B Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.9 or 2.12 , as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous in any material respect to such Lender.”

(d) Clause (ii) of Section 2.13(b) (Replacement of Lenders) of the Credit Agreement is hereby deleted and replaced with the following clause:

“(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and Tranche B Loans, accrued interest thereon, accrued fees and and all other amoutns payable to it hereunder (assuming for this purpose that the Loans and Tranche B Loans owing to such Lender were being prepaid) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);”

(e) Section 4.8(a) of the Credit Agreement is hereby amended to add the following sentence at the end of such section: “The proceeds of Tranche B Loans will be used by Borrower for the purposes described in Section 5.9 .”

(f) The first sentence of Section 4.8(c) of the Credit Agreement is hereby deleted and replaced with the following sentence:

“No proceeds of any Loan or Tranche B Loan will be used, whether directly or indirectly and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with Regulation T, U or X or any other provisions of the regulations of the Federal Reserve Board.”

(g) Clause (a) of Section 18 (Solvency) of the Credit Agreement is hereby deleted and replaced with the following clause

“(a) the Loans and Tranche B Loans,”

(h) Section 4.24 (Foreign Assets Control Regulations) of the Credit Agreement is hereby amended by inserting the phrase “or Tranche B Loans” immediately after the word “Loans”.

(i) Section 4.25 (Anti-Terrorism Law) of the Credit Agreement is hereby amended by inserting the phrase “or Tranche B Loans” immediately after the word “Loans” in each instance that the word “Loans” appears.

(j) Section 5.4(c) of the Credit Agreement is hereby amended by inserting the phrase “or Tranche B Loans” immediately after the word “Loans” in each instance that the word “Loans” appears.

(k) Section 5.9 (Use of Proceeds) of the Credit Agreement is hereby amended to add the following sentence at the end of such section: “Borrower shall use the proceeds of Tranche B Loans to consummate the Target Acquisition on or before December 31, 2012, to repay the Tranche B Loans, to pay transaction costs and expenses incurred in connection with or related to the Target Acquisition, to cash collateralize its obligations under the Compass LC Facility, and for working capital and general corporate purposes.”

(l) The first sentence of Section 5.11 (Further Assurances; Cure of Title Defects) of the Credit Agreement is hereby deleted and replaced with the following sentence:

“Each Credit Party shall, cure promptly any defects in the creation and issuance of the Loans, Tranche B Loans or any Notes and the execution and delivery of the Security Instruments and this Agreement.”

(m) Section 6.1 (Liens, Etc.) of the Credit Agreement is amended to delete the period at the end of clause (l) thereof and to replace it with a semicolon, and to add new clause (m) after such clause (l) as follows: “and (m) any Liens on cash collateral and the Segregated Account securing Debt under the Compass LC Facility to the extent such Debt is permitted to be incurred under Section 6.2(l) of this Agreement; provided that at any time an Event of Default exists and the Borrower shall have pledged cash collateral in an amount greater than 105% of the letter of credit exposure then outstanding under the Compass LC Facility at such time (the “Excess Funds”), upon notice from the Requisite Lenders and Requisite Tranche B Lenders, the Borrower shall, within seven (7) Business Days thereof, cause the transfer of such Excess Funds from the Segregated Account into one of Borrower’s Deposit Accounts subject to an account control agreement in favor of the Agent.”

(n) Section 6.2 (Debts, Guarantees, and Other Obligations) of the Credit Agreement is amended to delete the period at the end of clause (k) thereof and to replace it with a semicolon, and to add a new clause (l) after such clause (k) as follows: “and (l) Debt of the Borrower owing under the Compass LC Facility or letters of credit issued from time to time under the Compass LC Facility, so long as the the maximum aggregate amount of obligations owing with respect to such Debt shall not exceed $40,000,000 at any time and such Debt was cash-collateralized by the applicable Credit Party at the time it was incurrred and such Debt continues to be cash collateralized at all times.”

(o) Section 6.7(g) (Investments) of the Credit Agreement is hereby amended to delete the semicolon at the end of clause (iv) thereof, and to add a new clause (v) after such clause (iv) as follows: “, or (v) with the proceeds of Tranche B Loans, in accordance with the Third Amendment;”

(p) Section 6.13 (Use of Proceeds) of the Credit Agreement is hereby deleted and replaced with the following sentence:

“No Credit Party will permit the proceeds of any Loans or Tranche B Loans to be used for any purpose other than those permitted by Section 5.9 . No Credit Party will engage in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U). No Credit Party nor any Person acting on behalf of such Credit Party has taken or shall take, nor permit any of the Credit Parties to take any action which might cause any of the Loan Documents to violate Regulation T, U or X or any other regulation of the Board of Governors of the Federal Reserve System or to violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect, including without limitation, the use of the proceeds of the Loans or Tranche B Loans to purchase or carry any margin stock in violation of Regulation T, U or X.”

(q) Section 6.18 (Anti-Terrorism; Anti Money Laundering) of the Credit Agreement is hereby amended to add a new clause (c) at the end of such section as follows: “(c) Cause or permit any of the funds of such Credit Party that are used to repay Tranche B Obligations to be derived from any unlawful activity with the result that the making of Tranche B Loans would be in violation of law.”

(r) Section 6.19 (Embargoed Person) of the Credit Agreement is deleted in its entirety and replaced with the following:

“No Credit Party shall cause or permit (a) any of the funds or properties of the Credit Parties that are used to repay the Loans or Tranche B Loans to constitute property of, or be beneficially owned directly or indirectly by, any person subject to sanctions or trade restrictions under United States law (“ Embargoed Person ” or “ Embargoed Persons ”) that is identified on the “List of Specially Designated Nationals and Blocked Persons” (the “ SDN List ”) maintained by OFAC and/or on any other similar list (“ Other List ”) maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq. , The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any executive order or regulation promulgated thereunder with the result that the investment in the Credit Parties (whether directly or indirectly) is prohibited by law, or the Loans or Tranche B Loans made by the Lenders would be in violation of law, the executive order, any related enabling legislation or any other similar executive orders (collectively, “ Executive Orders ”), or (2) any Embargoed Person to have any direct or indirect interest, of any nature whatsoever in the Credit Parties, with the result that the investment in the Credit Parties (whether directly or indirectly) is prohibited by law or the Loans or Tranche B Loans are in violation of law.”

(s) Section 6.20(a) of the Credit agreement is deleted in its entirety and the following is substituted therefor: “(a) the prepayment of the Loans or Tranche B Loans in accordance with the terms of this Agreement,”.

(t) Section 6.25 (JV Holding Sub) of the Credit Agreement is hereby amended by insterting the phrase “(other than any Tranche B Obligations)” in clause (B) thereof immediately after the phrase “the Obligations”.

(u) Section 7.6 (Application of Proceeds) of the Credit Agreement is hereby deleted and replaced with the following:

“Section 7.6 Application of Proceeds . From and during the continuance of any Event of Default, any monies or Property (excluding the Target Property or monies arising from the Target Property or identifiable proceeds of the Tranche B Loans) actually received by Administrative Agent pursuant to this Agreement or any other Loan Document, the exercise of any rights or remedies under any Security Instrument or any other agreement with any Credit Party which secures any of the Obligations, shall be applied in the following order:

(a) First , to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith and all other amounts for which the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(b) Second , to the payment of all other reasonable costs and expenses of such sale, collection or other realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith to which the Secured Parties are entitled to reimbursement pursuant to the terms of any Loan Documents, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(c) Third , without duplication of amounts applied pursuant to clauses (a) and (b) above, to the payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than Tranche B Obligations and the principal amount of the Loans) and any fees, premiums and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing;

(d) Fourth , to the payment in full in cash, pro rata, of principal amount of the Obligations (excluding Tranche B Obligations); and

(e) Fifth , unless such monies or Property are attributable to the JV Interests or any other “Common Collateral” (as defined in the Intercreditor Agreement”), the payment in full in cash, pro rata, of interest and other amounts constituting Tranche B Obligations (other than the principal amount of Tranche B Loans) and any fees, premiums and any interest accrued thereon, in each case, equally and ratably in accordance with the respective amount thereof then due and owing;

(f) Sixth , unless such monies or Property are attributable to the JV Interests or any other “Common Collateral” (as defined in the Intercreditor Agreement”), to the payment in full in cash, pro rata, of the principal amount of Tranche B Loans; and

(g) Seventh , the balance, if any, to the person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct.

In the event that any such proceeds are insufficient to pay in full the items described in foregoing clauses (a) through (f) of this Section 7.6 , the Credit Parties shall remain liable, jointly and severally, for any deficiency.

From and during the continuance of any Event of Default, any identifiable proceeds of the Tranche B Loans, or any Target Property or monies arising from the Target Property actually received by Administrative Agent pursuant to this Agreement or any other Loan Document, the exercise of any rights or remedies under any Security Instrument or any other agreement with any Credit Party which secures any of the Obligations, shall be applied in the following order:

(c) Third , without duplication of amounts applied pursuant to clauses (a) and (b) above, to the payment in full in cash, pro rata, of interest and other amounts constituting Tranche B Obligations (other than the principal amount of the Tranche B Loans) and any fees, premiums and any interest accrued on the Tranche B Loans, in each case equally and ratably in accordance with the respective amounts thereof then due and owing;

(d) Fourth , to the payment in full in cash, pro rata, of principal amount of Tranche B Obligations; and

(e) Fifth , to the payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal on the Loans) and any fees, premiums and any interest accrued thereon, in each case, equally and ratably in accordance with the respective amount thereof then due and owing;

(f) Sixth , to the payment in full in cash, pro rata, of principal amount of the Loans and any premium thereon and any interest accrued thereon; and

(g) Seventh , the balance, if any, to the person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct.

(v) Section 8.8 (Indemnification) of the Credit Agreement is deleted in its entirety and replaced with the following:

“Section 8.8 Indemnification . THE LENDERS SEVERALLY AGREE TO INDEMNIFY THE ADMINISTRATIVE AGENT AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (TO THE EXTENT NOT REIMBURSED BY ANY CREDIT PARTY AND WITHOUT LIMITING THE OBLIGATION OF THE CREDIT PARTIES TO DO SO), ACCORDING TO THEIR RESPECTIVE PRO RATA SHARES IN EFFECT ON THE DATE ON WHICH INDEMNIFICATION IS SOUGHT UNDER THIS SECTION 8.8 (OR, IF INDEMNIFICATION IS SOUGHT AFTER THE DATE UPON WHICH ALL COMMITMENTS SHALL HAVE TERMINATED AND THE OBLIGATIONS SHALL HAVE BEEN PAID IN FULL, RATABLY IN ACCORDANCE WITH SUCH OUTSTANDING LOANS, TRANCHE B LOANS AND COMMITMENTS AS IN EFFECT IMMEDIATELY BEFORE SUCH DATE), FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, FINES, PENALTIES, ACTIONS, CLAIMS, JUDGMENTS, SUITS, LITIGATION, INVESTIGATIONS, INQUIRIES OR PROCEEDINGS, COSTS, EXPENSES, OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH AT ANY TIME (WHETHER BEFORE OR AFTER THE PAYMENT OF THE LOANS OR TRANCHE B LOANS) MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE COMMITMENTS OR ANY OTHER LOAN DOCUMENT OR ANY ACTION TAKEN OR OMITTED BY THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT, THE COMMITMENTS OR ANY OTHER LOAN DOCUMENT (INCLUDING IN ALL CASES, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE CONTRIBUTORY OR SOLE NEGLIGENCE OF THE ADMINISTRATIVE AGENT OR ANY RELATED

PERSON), AND INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL CLAIMS AND ANY LIABILITIES ARISING UNDER ENVIRONMENTAL LAW, PROVIDED THAT NO LENDER SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, CLAIMS, SUITS, LITIGATIONS, INVESTIGATIONS, INQUIRIES OR PROCEEDINGS, COSTS, EXPENSES, OR DISBURSEMENTS RESULTING FROM THE ADMINISTRATIVE AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT. WITHOUT LIMITATION OF THE FOREGOING, EACH LENDER AGREES TO REIMBURSE THE ADMINISTRATIVE AGENT PROMPTLY UPON DEMAND FOR ITS RATABLE SHARE OF ANY OUT OF POCKET EXPENSES (INCLUDING COUNSEL FEES) INCURRED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION, AMENDMENT, OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS, OR OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, TO THE EXTENT THAT ADMINISTRATIVE AGENT IS NOT REIMBURSED FOR SUCH BY ANY CREDIT PARTY. To the extent that the indemnity obligations provided in this Section 8.8 are for the benefit of the Administrative Agent as the named secured party under the Liens granted under the Security Instruments, each Lender hereby agrees that if such Lender ceases to be a Lender hereunder but Obligations owing to such Lender or an Affiliate of such Lender continue to be secured by such Liens, then such Lender shall continue to be bound by the provisions of this Section 8.8 until such time as such Obligations have been satisfied or terminated in full and subject to the terms of the last sentence of Section 10.9 . The agreements in this Section 8.8 shall survive the payment of the Loans, Tranche B Loans and all other amounts payable hereunder.”

(w) Section 9.1 (The Guarantee) of the Credit Agreement is deleted in its entirety and replaced with the following:

“The Guarantors (other than JV Holding Sub) hereby, jointly and severally, guarantee, as primary obligors and not as a surety, to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to the Borrower, on Tranche B Loans made by Tranche B Lenders to the Borrower, and any Notes held by each Lender, and all other Obligations from time to time owing to the Secured Parties by any Credit Party under any Loan Document (such obligations being herein collectively called the “ Uncapped Guaranteed

Obligations ”), and the JV Holding Sub hereby, jointly and severally with the other Guarantors, guarantees, as primary obligor and not as a surety, to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to the Borrower and any Notes related to such Loans held by each Lender, and all other Obligations (other than any Tranche B Obligations) from time to time owing to the Secured Parties by any Credit Party under any Loan Document (such obligations being herein collectively called the “ Capped Guaranteed Obligations ”; and together with the Uncapped Guaranteed Obligations, the “ Guaranteed Obligations ”), in each case strictly in accordance with the terms thereof. The Guarantors (other than JV Holding Sub) hereby, jointly and severally, agree that if the Borrower or other Guarantors shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. JV Holding Sub hereby, jointly and severally with the other Guarantors, agrees that if the Borrower or other Guarantors shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Capped Guaranteed Obligations, it will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Capped Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.”

(x) Section 10.1 (Amendments, Etc.) of the Credit Agreement is deleted in its entirety and replaced with the following:

“10.1 Amendments, Etc . Notwithstanding anything to the contrary contained herein, no amendment or waiver of any provision of this Agreement, any Notes, or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by (i) so long as any Tranche B Obligations (other than any indemnification obligations not yet due) are outstanding, the Requisite Lenders, Requisite Tranche B Lenders, and each Credit Party, and (ii) at any time when no Tranche B Obligations (other than any indemnification obligations not yet due) are outstanding, the Requisite Lenders and each Credit Party, and then, in each case, such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver, or consent shall, unless in writing and signed by each Lender affected thereby, do any of the following:

(a) reduce the principal of, or interest on, or any fees or other amounts payable hereunder or under any other Loan Document,

(b) postpone any date fixed for any payment of principal of, or interest on, or any fees or other amounts payable hereunder or under any other Loan Document or extend the Maturity Date or the Availability Period,

(c) change the percentage of Lenders which shall be required for Lenders or any of them to take any action hereunder or under any other Loan Document,

(d) amend Section 2.8(h)(ii) , Section 2.9 , Section 2.10 , Section 2.11(b) or (c) , Section 2.12 , Section 2.13 , Section 2.14 , Article III, Section 7.6 , Section 8.8 or this Section 10.1 or the definition of “ Pro Rata Share ”,

(e) amend the definition of “ Requisite Lenders ”, “ Defaulting Lender ,” or “ Requisite Tranche B Lenders ,”

(f) release any Guarantor from its obligations under any Guarantee other than as a result of a transaction permitted hereby,

(g) release Liens on the JV Interests in favor of the Administrative Agent except for (i) the sale thereof sold as permitted by this Agreement or (ii) releases of the Lien on the JV Interests in favor of the Administrative Agent as permitted under Section 8.10(c) , or

(h) amend the definition of “Secured Parties” or the definition of “Obligations” in this Agreement or any such corresponding terms in any other Loan Document; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document;

provided , further , that no amendment, waiver, or consent shall, unless in writing and signed by Lenders holding 66.66% of the unfunded Commitments and outstanding Loans and, other than with respect to any JV Interests, the Tranche B Lenders, release any item of Collateral from the Liens of the Loan Documents except for (i) Collateral that is sold, transferred or otherwise disposed of as permitted by this Agreement (ii) releases of Collateral as permitted under Section 8.10(c) and (iii) releases of Excluded Collateral.

(y) Clause (ii) of Section 10.4(b) of the Credit Agreement is deleted in its entirety and the following is substituted therefor: “(ii) in connection with the Loans made and Tranche B Loans, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans and Tranche B Loans.”

(z) Section 10.6(b)(i)(B) of the Credit Agreement is deleted in its entirety and the following substituted therefor: “(B) the amount of the Loans or Tranche B Loans of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender or an Approved Fund, not less than $1,000,000 (or, if less, the entire remaining amount of the assigning Lender’s Loans or Tranche B Loans) and shall be, if not assigned in full, an integral multiple of $1,000,000 in excess thereof,”.

(aa) Section 10.6(b)(ii) of the Credit Agreement is deleted in its entirety and replaced with the following:

“(ii) If any Assignor desires to sell any portion of its Pro Rata Share of the Loans or Commitments (and its Pro Rata share of the Warrants), or Tranche B Loans, to any Person (other than to a Lender or an Approved Fund) while the Obligations or any Commitments are outstanding, then such Lender shall first deliver a written offer letter (the “ Offer Letter ”) to the Borrower and the other Lenders and/or Holders (collectively, the “ Other Lenders ”) notifying them of its desire to sell a portion of its Pro Rata Share of the Loans or Commitments (and its Pro Rata share of the Warrants), or Tranche B Loans, and indicating the exact amount of Loans and Warrants (or underlying Warrant Shares (as defined in the Warrant Issuance Agreement)), or Tranche B Loans, desired to be sold by the Assignor (collectively, the “ Offered Loans ”). Upon receipt of the Offer Letter, the Other Lenders (or any of them) shall have three (3) Business Days to elect to make an offer to collectively purchase all of the Offered Loans for cash by delivering a written notice of an offer to the Assignor (the “ Offer ”). The Offer shall set forth the purchase price (the “ Loans Offer Price ”) for all of the Offered Loans that the Other Lender(s) making the Offer (the “ Offering Lenders ”) desire(s) to purchase, which Loans Offer Price shall, in the event the Offering Lenders do not propose the same Loans Offer Price, be determined by holders of a majority of (x) with respect to a sale of any portion of the Loans, the principal amount of the Loans then outstanding held by the Offering Lenders and (y) with respect to a sale of any Tranche B Loans, the principal amount of Tranche B Loans then outstanding held by the Offering Lenders. The Assignor will then have ten (10) days from its receipt of the Offer to notify the Other Lenders in writing of its acceptance or rejection of the Offer. If no such acceptance or rejection notice is given by the Assignor, then the Assignor shall be deemed to have rejected the Offer. In the event that the Assignor accepts the Offer, any Offering Lender and any Other Lender that desires to purchase a portion of the Offered Loans, shall have the right to purchase a portion of the Offered Loans on the terms and conditions set forth in the Offer that was accepted by the Assignor and shall thereafter be deemed to be an “Offering Lender” for all purposes hereunder, and the accepted Offer shall be deemed made on a pro rata basis among such Offering Lenders and Other Lenders on the basis of their pro rata ownership (together with their Affiliates) of (x) with respect to a sale of any portion of the Loans, the principal amount of the Commitments (or if no Commitments are outstanding, the principal amount of the Loans) prior to such Offer, and (y) with respect to a sale of Tranche B Loans, the principal amount of Tranche B Loans prior to such Offer. The

closing of the purchase of the Offered Loans by the Offering Lenders (including any additional Other Lenders that desire to participate in such Offer) shall occur within thirty (30) days after the Assignor’s acceptance of the Offer at the offices of the Borrower or as otherwise mutually agreed by the Assignor and the Offering Lenders (including any additional Other Lenders that desire to participate in such Offer), with notice to the Administrative Agent. In the event that more than one Other Lender elects to be an Assignor, then, unless otherwise agreed by such Offering Lenders, such Offer shall be made on a pro rata basis among such Offering Lenders on the basis of their pro rata ownership (together with their Affiliates) of (x) with respect to a sale of any portion of the Loans, the principal amount of the Loans prior to such Offer, and (y) with respect to a sale of Tranche B Loans, the principal amount of Tranche B Loans prior to such Offer. Notwithstanding the foregoing, in the event that the Assignor rejects the Offer or the Offering Lenders, taken together, fail to close such purchase within the time period provided above, then such Offered Loans may be sold by the Assignor to a third party within 120 days after the expiration of the applicable time period set forth above. Any such sale of Offered Loans to a third party shall be for consideration of not less than the Loans Offer Price and upon other terms and conditions, if any, not materially less favorable to the purchaser than those specified in the Offer. Any Offered Loans not sold within such 120-day period shall continue to be subject to the requirements of a prior offer and re-sale pursuant to this Section 10.6(b)(ii) .”

(bb) Section 10.7(a) (Indemnification) of the Credit Agreement is deleted in its entirety and replaced with the following:

“EACH CREDIT PARTY SHALL, AND DOES HEREBY INDEMNIFY, ADMINISTRATIVE AGENT (AND ANY SUB-AGENT THEREOF) AND EACH LENDER, AND EACH OFFICER, DIRECTOR, EMPLOYEE, AGENT, ATTORNEY-IN-FACT AND AFFILIATE OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “ INDEMNITEE ”) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES (INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE), INCURRED BY ANY INDEMNITEE OR ASSERTED AGAINST ANY INDEMNITEE BY ANY THIRD PARTY OR BY ANY CREDIT PARTY ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF THE EXECUTION OR DELIVERY OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY THE ADMINISTRATION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, ANY LOAN, ANY TRANCHE B LOAN, OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY ANY CREDIT PARTY OR

ANY OF ITS SUBSIDIARIES, OR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO ANY CREDIT PARTY OR ANY OF ITS SUBSIDIARIES, OR ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY ANY CREDIT PARTY OR ANY OF ITS SUBSIDIARIES, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE.”

(cc) Section 10.7(b) (Waiver of Damages) of the Credit Agreement is deleted in its entirety and replaced with the following:

“To the fullest extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan, Tranche B Loan or the use of the proceeds thereof. No Indemnitee referred to in Section 10.7(a) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(dd) The Credit Agreement is amended to add a new Exhibit L (Form of Tranche B Note) in the form of Exhibit L to this Amendment. The Credit Agreement is amended to add a new Schedule 1-B (Tranche B Commitment) in the form of Schedule 1-B to this Amendment.

3. Joinder by Target .

(a) In accordance with Section 5.12 of the Credit Agreement, upon the closing of the Target Acquisition on or before December 31, 2012, Target, by its signature below, hereby agrees with the Administrative Agent, Lenders, Borrower and the other Credit Parties, that Target (a) automatically and without further action by any party joins the Credit Agreement as a party thereto, agrees to become a “Guarantor” and a “Credit Party” thereunder, and absolutely and unconditionally assumes, jointly and severally with the Guarantors and the Credit Parties, all of the obligations of a Guarantor and a Credit Party under the Credit Agreement, with the same force and

effect as if it had been originally named as a Guarantor and a Credit Party therein, (b) pursuant to the Assumption Agreement attached hereto as Exhibit A, joins the Pledge and Security Agreement as a party thereto, agrees to become a “Grantor” thereunder, and absolutely and unconditionally assumes, jointly and severally with the Grantors, all of the obligations of a Grantor under the Pledge and Security Agreement, with the same force and effect as if it had been originally named as a Grantor therein, (c) agrees to be bound by the provisions of the Credit Agreement and the other Loan Documents as a “Guarantor”, a “Credit Party” and a “Grantor”, as applicable as if it had been an original party to the Credit Agreement and the other Loan Documents, (d) hereby unconditionally grants and pledges to the Administrative Agent, for its benefit and for the ratable benefit of the Lenders, to secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) to the Administrative Agent and each Lender of the Obligations, a continuing security interest in and to and Lien on all of Target’s right, title and interest in the Collateral, whether now owned or existing or hereafter acquired or arising and wheresoever located, in accordance with the Pledge and Security Agreement, and (d) confirms that, upon its joinder to the Credit Agreement and the Loan Documents as set forth above, the representations and warranties set forth in the Credit Agreement and the Loan Documents with respect to it are true and correct in all material respects as of the date hereof and that no Default or Event of Default has occurred and is continuing. Target shall cooperate with the Administrative Agent and each Lender and execute such further instruments and documents as the Administrative Agent or any Lender may reasonably request to effectuate this joinder to the Credit Agreement by Target.

(b) The following Schedules to the Credit Agreement are hereby supplemented to add the information set forth on Annex A to this Amendment effective as of the closing of the Target Acquisition on or before December 31, 2012: Schedules 4.5, 4.7, 4.12(b), 4.13(a), 4.15(d), 4.17, 4.19, 4.20, 4.21, 4.23, and 6.22.

4. Waiver . Borrower has failed to pay Lenders existing on the Closing Date the Closing Fee required to be paid by it on the Closing Date pursuant to the Lenders Fee Letter and Section 2.5 of the Credit Agreement and, as a result, an Event of Default under Section 7.1(a) of the Credit Agreement (the “ Specified Default ”) has occurred. Each Credit Party hereby acknowledges and agrees that the “Specified Default” has occurred, and is continuing and cannot be cured by it, and has not previously been waived by the Lenders. Subject to the satisfaction of the conditions precedent set forth in Section 13 hereof, the Lenders hereby waive the Specified Default and any other Default or Event of Default arising therefrom as of the effectiveness of this Amendment. Nothing contained herein shall be deemed to constitute a waiver of any Default or Event of Default (whether now existing or hereafter arising) other than the Specified Default, whether or not known to the Administrative Agent or any Lender. The Lenders’ entry into this Amendment shall not obligate or commit the Lenders to provide any other consents or waivers under the Credit Agreement or the other Loan Documents in the future, whether for purposes similar to those described herein or otherwise.

5. Compass LC Facility . The Requisite Lenders hereby approve and consent to the Borrower’s execution, delivery and performance of the Compass LC Facility and the use of proceeds from any Advance and the Tranche B Loans to cash collateralize obligations under the Compass LC Facility, so long as the Debt under the Compass LC Facility is permitted by the terms of the Credit Agreement.

6. Amendment to Pledge and Security Agreement .

(a) The definition of “Excluded Property” in Section 2 of the Pledge and Security Agreement is hereby amended by deleting the “and” immediately before clause (d) thereof and inserting a new clause (e) immediately after the words “JV Interests” as follows:

(e) each Deposit Account, securities account or certificate of deposit specifically pledged by the Borrower to Compass Bank in connection with the Compass LC Facility and any cash, securities or deposits in such account, so long as such cash collateral is specifically segregated from other Collateral pledged by the Credit Parties and so long as the Debt under the Compass LC Facility is permitted by the terms of the Credit Agreement

(b) The definition of “Excluded Account” in Section 5.1 of the Pledge and Security Agreement is hereby amended by deleting the “and” immediately before clause (iv) thereof and inserting a new clause (v) immediately after the words “shall be so designated” as follows:

(v) each Deposit Account, securities account or certificate of deposit specifically pledged by the Borrower to Compass Bank in connection with the Compass LC Facility and any cash, securities or deposits in such account, so long as such cash collateral is specifically segregated from other Collateral pledged by the Credit Parties and so long as the Debt under the Compass LC Facility is permitted by the terms of the Credit Agreement

(c) The definition of “Guarantor Obligations” in the Pledge and Security Agreement is hereby ameded by inserting the following at the end thereof, immediately after the phrase “Company Obligations”:

provided , for the avoidance of doubt, that the JV Holding Sub’s Guarantor Obligations shall, in no event, include or be deemed to include any of the Company Obligations other than the Capped Guaranteed Obligations,

7. Amendment to Parent Pledge Agreement . Section 2.2 of the Parent Pledge Agreement is hereby amended by adding the phrase “(other than any Tranche B Obligations)” at the end thereof immediately after the word “Obligations”.

8. Sale of Oilfield Stock. Notwithstanding anything herein or in any other Loan Document to the contrary, the Lenders hereby consent to the sale (the “Oilfield Disposition”) by the Borrower of the Equity Interests of Oilfield Tubulars & Supply LLC (“ Oilfield ”) owned by the Borrower pursuant to the terms and conditions of that certain Membership Interest Purchase Agreement, dated as of December 26, 2012 by and between by the Borrower and the Industrial Group LLC (the “ Membership Purchase Agreement ”), and agree that such Equity Interests shall be released from the Lien granted to the Administrative Agent pursuant to Section 8.10(c) of the

Credit Agreement upon the Disposition of such Equity Interests pursuant to the Membership Purchase Agreement, and upon the Oilfield Disposition the Lenders hereby authorize the Administrative Agent to execute the Partial Release attached as Exhibit B hereto and all other documents and take all action reasonably requested by the Borrower (at the Borrower’s sole expense) to evidence the release of such Equity Interests from the Secured Parties’ Liens, including, without limitation, filing or causing to be filed the UCC-3 amendment statement attached as Exhibit C hereto. The Borrower hereby notifies the Administrative Agent and the Lenders pursuant to Section 2.8(c) of the Credit Agreement (as amended hereby) that it intends to invest all of the Net Cash Proceeds from the Oilfield Disposition in the Target pursuant to the Target Acquisition. Accordingly, such Net Cash Proceeds will not be applied to the repayment of the Obligations or the Tranche B Obligations to the extent they are actually so invested.

9. Consent to Change of Name . The Lenders hereby waive the 10 days’ prior written notice required under Section 5.17(a) of the Credit Agreement with respect to the Target’s change of name in connection with the Target Acquisition and agree that the Target may, concurrently with or after the consummation of the Target Acquisition, change its name to “Texadian Energy, Inc.” and Target’s subsidiary may change its name to “Texadian Energy Canadian Limited”, provided that the Credit Parties shall, prior to or concurrently with such name change, have complied with the other provisions of Section 5.17(a) and shall notify the Administrative Agent of such name change promptly upon receipt of evidence thereof.

10. Direction to execute JPM Consent . The Lenders hereby direct the Administrative Agent to execute the consent attached as Exhibit D hereto and to deliver such executed consent to the Borrower and the JV Company Credit Facility Agent on the Third Amendment Effective Date.

11. Representations and Warranties . Each of the Borrower and each of the Guarantors hereby confirms, reaffirms and restates the representations and warranties made by it in the Credit Agreement, as amended hereby, and confirms that all such representations and warranties are true and correct in all material respects as of the date hereof. The Borrower and each Guarantor further represent and warrant (which representations and warranties shall survive the execution and delivery of this Amendment) to the Lenders that:

(a) The execution, delivery, and performance by each Credit Party of this Amendment and the consummation of the transactions contemplated hereby, (i) are within such Credit Party’s governing powers, (ii) have been duly authorized by all necessary governing action, (iii) do not contravene (x) such Credit Party’s Organizational Documents or (y) any law or any contractual restriction binding on or affecting such Credit Party, and (d) will not result in or require the creation or imposition of any Lien prohibited by the Loan Documents;

(b) No consent, order, authorization, or approval or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required for the due execution, delivery, and performance by any Credit Party of this Amendment, or the consummation of the transactions contemplated hereby, except for those consents and approvals that have been obtained or made on or prior to the date hereof and that are in full force and effect;

(c) This Amendment has been duly executed and delivered by such Credit Party and is the legal, valid, and binding obligation of each Credit Party enforceable against such Credit Party in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer, or similar law affecting creditors’ rights generally and by general principles of equity; and

(d) No Default or Event of Default has occurred and is continuing.

12. Effect of this Amendment . Except as expressly amended hereby, the Credit Agreement and the other Loan Documents are ratified and confirmed in all respects and shall remain in full force and effect in accordance with their respective terms. The terms of this Amendment shall not be deemed (i) a waiver of any Default or Event of Default, (ii) a consent, waiver or modification with respect to any term, condition, or obligation of the Borrower or any other Credit Party in the Credit Agreement or any other Loan Document except as expressly set forth above, (iii) a consent, waiver or modification with respect to any other event, condition (whether now existing or hereafter occurring) or provision of the Loan Documents or (iv) to prejudice any right or remedy which the Administrative Agent or any Lender may now or in the future have under or in connection with the Credit Agreement or any other Loan Document.

13. Conditions Precedent . This Amendment shall become effective when, and only when, (i) all Lenders shall have executed this Amendment and received counterparts of this Amendment, duly executed by the Borrower and each Guarantor, and (ii) all conditions precedent set forth in Appendix 3 hereto shall have been satisfied or waived, as provided therein, provided that, notwithstanding anything herein to the contrary, Section 3 (Joinder) hereof shall not be effective until the consummation of the Target Acquisition on or prior December 31, 2012.

14. Miscellaneous .

(a) Survival of Representations and Warranties . All representations and warranties made in this Amendment or any other document furnished in connection with this Amendment shall survive the execution and delivery of this Amendment and such other documents, and no investigation by the Administrative Agent or the Lenders or any closing of any transaction shall affect the representations and warranties or the right of the Administrative Agent or the Lenders to rely upon them.

(b) Notices . All notices required to be made under this Amendment shall be made in the manner and at the address set forth in Section 10.2 of the Credit Agreement.

(c) Expenses . The Borrower agrees to pay or reimburse the Administrative Agent and the Lenders for all reasonable fees and out-of-pocket disbursements incurred by the Administrative Agent or the Lenders in connection with the preparation, execution, delivery, administration and enforcement of this Amendment, including without limitation the reasonable fees and disbursements of counsel for the Administrative Agent and the Lenders, to the same extent that the Borrower would be required to do so pursuant to Section 10.4 of the Credit Agreement.

(d) Reference to Credit Agreement . From and after the effectiveness of this Amendment, all references to the Credit Agreement shall mean the Credit Agreement as amended hereby and as hereafter modified, amended, restated or supplemented from time to time, and each reference in any other Loan Document to the Credit Agreement shall mean the Credit Agreement as amended hereby and as hereafter modified, amended, restated or supplemented from time to time. The Amendment shall constitute a Loan Document under the Credit Agreement for all purposes.

(e) Severability . Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be inapplicable to the extent of such invalidity without affecting the validity or enforceability of the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

(f) Section Headings . Section headings herein are included for convenience of reference only and shall not affect the meaning or interpretation of this Amendment.

(g) Entire Agreement . This Amendment shall be deemed to be a Loan Document and, together with the other Loan Documents and the agreements, documents and instruments contemplated hereby, constitutes the entire understanding of the parties with respect to the subject matter hereof and thereof, and any other prior or contemporaneous agreements, whether written or oral, with respect hereto or thereto are expressly superseded hereby and thereby.

(h) Counterparts . This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Amendment. Delivery of an executed counterpart of this Amendment by facsimile or .pdf shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by facsimile or .pdf also shall deliver an original executed counterpart of this Amendment but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

(i) Successors and Assigns . This Agreement shall be binding on and inure to the benefit of the parties hereto and their heirs, beneficiaries, successors and assigns. The Credit Parties may not assign this Amendment or any of their respective rights or obligations hereunder to any Person without the prior written consent of the Requisite Lenders, which consent may be withheld or given in each such Lender’s sole discretion.

(j) Governing Law; Venue; Jury Trial . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE CHOICE OF LAW AND VENUE PROVISIONS SET FORTH IN SECTION 10.12 OF THE CREDIT AGREEMENT, AND SHALL BE SUBJECT TO THE JURY TRIAL WAIVER SET FORTH IN SECTION 10.14 OF THE CREDIT AGREEMENT.

(k) Guarantors . Each Guarantor, for value received, hereby expressly consents and agrees to the Borrower’s execution and delivery of this Amendment, and to the performance by the Borrower of its agreements and obligations hereunder. This Amendment and the performance or consummation of any transaction or matter contemplated under this Amendment, shall not limit, restrict, extinguish or otherwise impair any Guarantor’s liability to the Administrative Agent and Lenders with respect to the payment and other performance obligations of such Guarantor pursuant to the Guarantees. Each Guarantor hereby ratifies, confirms and approves its Guarantee and acknowledges that it is unconditionally liable to the Administrative Agent and Lenders for the full and timely payment of the Guaranteed Obligations (on a joint and several basis with the other Guarantors). Each Guarantor hereby acknowledges that it has no defenses, counterclaims or set-offs with respect to the full and timely payment of any or all Guaranteed Obligations.

[ Remainder of Page Intentionally Left Blank; Signature Pages to Follow ]

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Third Amendment to Delayed Draw Term Loan Credit Agreement and Joinder Agreement as of the date first written above.


BORROWER :

PAR PETROLEUM CORPORATION, a
Delaware corporation

By:		/s/ R. Seth Bullock
Name:		R. Seth Bullock
Title:		Chief Financial Officer

GUARANTORS :

PAR PICEANCE ENERGY EQUITY LLC, a
Delaware limited liability company

By: PAR PETROLEUM CORPORATION, a
Delaware corporation, its Sole Member

By:		/s/ R. Seth Bullock
Name:		R. Seth Bullock
Title:		Chief Financial Officer

PAR UTAH LLC, a Delaware limited liability
company

By: PAR PETROLEUM CORPORATION, a
Delaware corporation, its Sole Member

By:		/s/ R. Seth Bullock
Name:		R. Seth Bullock
Title:		Chief Financial Officer

EWI LLC, a Delaware limited liability company

By: PAR PETROLEUM CORPORATION, a
Delaware corporation, its Sole Member

By:		/s/ R. Seth Bullock
Name:		R. Seth Bullock
Title:		Chief Financial Officer

Signature Page to Third Amendment to Delayed Draw Term Loan Credit Agreement


PAR WASHINGTON LLC, a Delaware limited
liability company

By: PAR PETROLEUM CORPORATION, a
Delaware corporation, its Sole Member

By:		/s/ R. Seth Bullock
Name:		R. Seth Bullock
Title:		Chief Financial Officer

PAR NEW MEXICO LLC, a Delaware limited
liability company

By: PAR PETROLEUM CORPORATION, a
Delaware corporation, its Sole Member

By:		/s/ R. Seth Bullock
Name:		R. Seth Bullock
Title:		Chief Financial Officer

HEWW EQUIPMENT LLC, a Delaware limited
liability company

By: PAR PETROLEUM CORPORATION, a
Delaware corporation, its Sole Member

By:		/s/ R. Seth Bullock
Name:		R. Seth Bullock
Title:		Chief Financial Officer

PAR POINT ARGUELLO LLC, a Delaware
limited liability company

By: PAR PETROLEUM CORPORATION, a
Delaware corporation, its Sole Member

By:		/s/ R. Seth Bullock
Name:		R. Seth Bullock
Title:		Chief Financial Officer

Signature Page to Third Amendment to Delayed Draw Term Loan Credit Agreement

Effective as to Seacor Energy Inc. as of the consummation of the Target Acquisition on or before December 31, 2012.


SEACOR ENERGY INC.

By:		/s/ R. Seth Bullock
Name:		R. Seth Bullock
Title:		Vice President, Treasurer and Secretary

Signature Page to Third Amendment to Delayed Draw Term Loan Credit Agreement


ADMINISTRATIVE AGENT :

JEFFERIES FINANCE LLC

By:		/s/ J. Paul McDonnell
Name:		J. Paul McDonnell
Title:		Managing Director

Signature Page to Third Amendment to Delayed Draw Term Loan Credit Agreement


LENDERS: WB DELTA, LTD., as a Lender

By:		/s/ Mark Strefling
Name:		Mark Strefling
Title:		Director

[Signature Page to Third Amendment to Delayed Draw Term Loan Credit Agreement, Joinder,

Waiver, Consent and Omnibus Amendment Agreement]


ZCOF PAR PETROLEUM HOLDINGS, L.L.C., as a Lender

By:		/s/ Jon Wasserman
Name:		Jon Wasserman
Title:		Vice President

[Signature Page to Third Amendment to Delayed Draw Term Loan Credit Agreement, Joinder,

Waiver, Consent and Omnibus Amendment Agreement]


WATERSTONE OFFSHORE ER FUND, LTD., as a Lender By: Waterstone Capital Management, L.P.

By:		/s/ Jeffrey C. Erb
Name:		Jeffrey C. Erb
Title:		General Counsel

PRIME CAPITAL MASTER SPC, GOT WAT
MAC SEGREGATED PORTFOLIO, as a Lender
By: Waterstone Capital Management, L.P.

By:		/s/ Jeffrey C. Erb
Name:		Jeffrey C. Erb
Title:		General Counsel

WATERSTONE MARKET NEUTRAL MAC51, LTD., as a Lender
By: Waterstone Capital Management, L.P.

By:		/s/ Jeffrey C. Erb
Name:		Jeffrey C. Erb
Title:		General Counsel

WATERSTONE MARKET NEUTRAL MASTER FUND, LTD., as a Lender
By: Waterstone Capital Management, L.P.

By:		/s/ Jeffrey C. Erb
Name:		Jeffrey C. Erb
Title:		General Counsel

WATERSTONE MF FUND, LTD., as a Lender
By: Waterstone Capital Management, L.P.

By:		/s/ Jeffrey C. Erb
Name:		Jeffrey C. Erb
Title:		General Counsel

[Signature Page to Third Amendment to Delayed Draw Term Loan Credit Agreement, Joinder,

Waiver, Consent and Omnibus Amendment Agreement]


NOMURA WATERSTONE MARKET NEUTRAL FUND, LTD., as a Lender
By: Waterstone Capital Management, L.P.

By:		/s/ Jeffrey C. Erb
Name: Jeffrey C. Erb
Title: General Counsel

WATERSTONE OFFSHORE BLR FUND LTD., as a Lender
By: Waterstone Capital Management, L.P.

By:		/s/ Jeffrey C. Erb
Name: Jeffrey C. Erb
Title: General Counsel

WATERSTONE DISTRESSED OPPORTUNITIES BLR FUND LTD., as a Lender
By: Waterstone Capital Management, L.P.

By:		/s/ Jeffrey C. Erb
Name: Jeffrey C. Erb
Title: General Counsel

WATERSTONE OFFSHORE AD BLR FUND LTD., as a Lender
By: Waterstone Capital Management, L.P.

By:		/s/ Jeffrey C. Erb
Name: Jeffrey C. Erb
Title: General Counsel

[Signature Page to Third Amendment to Delayed Draw Term Loan Credit Agreement, Joinder,

Waiver, Consent and Omnibus Amendment Agreement]


HIGHBRIDGE INTERNATIONAL, LLC, as a Lender
By: Highbridge Capital Management, LLC, as Trading Manager

By:		/s/ Jonathan Segal
Name: Jonathan Segal
Title: Managing Director

[Signature Page to Third Amendment to Delayed Draw Term Loan Credit Agreement, Joinder,

Waiver, Consent and Omnibus Amendment Agreement]

A PPENDIX 1-A

N EW D EFINED T ERMS

“ Compass LC Facility ” means the letter of credit facility provided by Compass Bank, as letter of credit issuer, to Borrower pursuant to a certain Letter of Credit Facility Agreement dated as of December 27, 2012, by and between the Borrower and Compass Bank d/b/a BBVA Compass, and any amendments, extensions or replacements thereto, whereby Compass Bank agrees to issue letters of credit for the account of Borrower and its Subsidiaries.

“ PIK-B Interest ” has the meaning assigned to such term in Section 2.05(a)(ii) in Appendix 2.

“ Requisite Tranche B Lenders ” means, (a) at any time when there are more than two Tranche B Lenders, Tranche B Lenders holding unfunded Tranche B Commitments and outstanding Tranche B Loans representing more than 50% of the sum of all unfunded Tranche B Commitments of the Tranche B Lenders and the all of outstanding Tranche B Loans of the Tranche B Lenders and (b) at any time when there are one or two Tranche B Lenders, all Tranche B Lenders, provided, however, that for purposes of determining whether there are more than two Tranche B Lenders, a Tranche B Lender and each of its Approved Funds shall be deemed to constitute a single Tranche B Lender and; provided further that, if there are two or more Tranche B Lenders, the Tranche B Commitment of, and the portion of Tranche B Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Requisite Tranche B Lenders unless all Tranche B Lenders are Defaulting Lenders.

“ Segregated Account ” has the meaning given such term in Section 2.13 of Annex 2 to the Credit Agreement.

“ Specified Account ” has the meaning given such term in Section 2.13 of Annex 2 to the Credit Agreement.

“ Target ” means Seacor Energy Inc., a Delaware corporation.

“ Target Acquisition ” means the Acquisition by Borrower, directly or indirectly, of all of the issued and outstanding common stock of Target pursuant to the Target Purchase Agreement.

“ Target Property ” means any property or assets (whether real, person, or mixed, tangible or intangible, of Target.

“ Target Purchase Agreement ” means that certain Purchase and Sale Agreement dated on or about December 31, 2012, between Seacor Holdings, Seacor Energy Inc. and Borrower.

“ Third Amendment ” means that certain Third Amendment to Delayed Draw Term Loan Credit Agreement and Joinder Agreement dated December 28, 2012, among Borrower, the other Credit Parties thereto, Lenders, and the Administrative Agent.

Appendix 1-A – Page 1

“ Third Amendment Effective Date ” means December 28, 2012.

“ Tranche B Commitment ” means, with respect to each Tranche B Lender, the commitment of such Tranche B Lender to fund its Pro Rata Share of Tranche B Loans in accordance with the provisions hereof and as set forth on Schedule I-B. The aggregate amount of the Tranche B Commitment on the Third Amendment Effective Date is $35,000,000.

“ Tranche B Default Rate ” has the meaning assigned such term in Appendix 2.

“ Tranche B Exit Fee ” has the meaning given such term in Appendix 2.

“ Tranche B Lender ” means a party hereto that (a) is a lender specified on Schedule 1-B on the Third Amendment Effective Date or (b) is an Eligible Assignee that became a Tranche B Lender under this Agreement pursuant to Section 2.13 or Section 10.6 .

“ Tranche B Loan ” means each Tranche B loan made by the Tranche B Lenders to the Borrower pursuant to Section 2.01(b) of the Appendix 2.

“ Tranche B Maturity Date ” means, in accordance with the terms of this Agreement, the earliest to occur of (i) the acceleration (whether automatic or by written notice) of any Obligations, (ii) July 1, 2013, and (iii) January 7, 2013, only if the Target Acquisition is not consummated prior to January 1, 2013.

“ Tranche B Obligations ” means all Obligations relating to or arising out of or in connection with the Tranche B Loans or the Tranche B Commitments.

Appendix 1-A – Page 2

A PPENDIX 1-B

E XISTING D EFINED T ERMS

“ Applicable Premium ” means, the greater of (i) 1.0% of the outstanding principal balance of the Obligations, excluding Tranche B Obligations, as of any Make-Whole Prepayment Date and (ii) the excess of the present value at such Make-Whole Prepayment Date, computed using a discount rate equal to the Treasury Rate at such Make-Whole Prepayment Date, plus 50 basis points, of the sum of (A) all scheduled interest payments due on the Obligations, excluding Tranche B Obligations, from such Make-Whole Prepayment Date through the first anniversary of the Closing Date (exclusive of any accrued and unpaid interest to the Make-Whole Prepayment Date) plus, (B) the First Anniversary Prepayment Amount (assuming the First Anniversary Prepayment Amount were paid on the first anniversary of the Closing Date) over (C) the outstanding principal amount of the Obligations excluding Tranche B Obligations, of the Make-Whole Prepayment Date.

“ Borrowing ” means any Loan and any Tranche B Loan permitted to be made hereunder.

“ Borrowing Request ” means a request by the Borrower in accordance with the terms of Section 2.1 or Section 2.01 of Appendix 2, as the case may be, and substantially in the form of Exhibit G, or such other form as shall be approved by the Administrative Agent.

“ Interest Payment Date ” means (i) the last Business Day of each fiscal quarter of the Borrower during any period in which any portion of the Loans or Tranche B Loans are outstanding, (ii) in the case of the Loans, the Maturity Date, and (iii) in the case of the Tranche B Loans, the Tranche B Maturity Date.

“ Lenders ” means a party hereto that (a) is a Lender listed on the signature pages of this Agreement on the date hereof, (b) is an Eligible Assignee that became a Lender under this Agreement pursuant to Section 2.13 or Section 10.6 , or (c) is a Tranche B Lender.

“ Maturity Date ” means, in accordance with the terms of this Agreement, the earliest to occur of (i) the acceleration (whether automatic or by written notice) of any Obligations, and (ii) August 31, 2016.

“ Note ” means a promissory note of Borrower payable to any Lender, in substantially the form of (a) the attached Exhibit E , evidencing the indebtedness of Borrower to such Lender resulting from Advances owing to such Lender, and (b) the attached Exhibit L , evidencing the indebtedness of Borrower to such Lender resulting from Tranche B Loans owing to such Lender.

“ Non-Consenting Lender ” means, any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all affected Lenders in accordance with the terms of Section 10.1 and (ii) has been approved by the Requisite Lenders and the Requisite Tranche B Lenders.

Appendix 1-B – Page 1

“ Obligations ” means (a) obligations of the Borrower and the other Credit Parties from time to time to pay (and otherwise arising under or in respect of the due and punctual payment of) (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any proceeding under any Debtor Relief Law, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) the principal of and premium, if any, and interest (including interest accruing during the pendency of any proceeding under any Debtor Relief Law, regardless of whether allowed or allowable in such proceeding) on the Tranche B Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any proceeding under any Debtor Relief Law, regardless of whether allowed or allowable in such proceeding), of the Borrower and the other Credit Parties under this Agreement and the other Loan Documents and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower and the other Credit Parties under or pursuant to this Agreement and the other Loan Documents.

“ Other Connection Taxes ” means, with respect to any recipient, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan, Tranche B Loan or Loan Document).

“ Permitted Subordinated Debt ” means Debt incurred by the Credit Parties; provided that (i) such Debt shall be subordinated in right of payment to the payment in full of the Obligations, (ii) such Debt shall be either (x) unsecured or (y) secured by the Collateral on a junior basis (including with respect to the control of remedies) with the Obligations, (iii) if such Debt is secured, the holders of such Debt (or their senior representative or agent) and the Administrative Agent (and if such Debt is secured by the JV Interests, the JV Company Credit Facility Agent) shall be party to an intercreditor agreement reasonably satisfactory to the Administrative Agent, (iv) such Debt shall not be at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors and the terms of such guarantee shall be no more favorable to the secured parties in respect of such Debt than the terms of the Guaranty, (v) such Debt shall have covenants, default and remedy provisions and other terms and conditions (other than interest, fees, premiums, funding discounts or optional prepayment or redemption provisions) that are substantially identical to, or less favorable to the investors providing such Debt than, those set forth in this Agreement, (vi) the maturity date of such Debt shall be no earlier than the date that is six (6) months after the Maturity Date, and (vii) there shall be no scheduled amortization of such Debt, and such Debt shall not be subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (except customary asset sale or change-of-control provisions that provide for the prior repayment in full of the Loans, the Tranche B Loans and all other Obligations), in each case prior to the date that is six months after the Maturity Date.

Appendix 1-B – Page 2

“ Pro Rata Share ” means as to any Lender, at the relevant date of determination, (a) with respect to the Loans, the fraction (expressed as a percentage), the numerator of which is such Lender’s unfunded Commitment (if any) and outstanding Loans and the denominator of which is the aggregate amount of all of the Lenders’ unfunded Commitments and all of the outstanding Loans of the Lenders, and (b) with respect to the Tranche B Loans, the fraction (expressed as a percentage), the numerator of which is the portion of Tranche B Loans outstanding and owed to such Tranche B Lender, and the denominator of which is the aggregate outstanding amount of all the outstanding Tranche B Loans of the Tranche B Lenders.

“ Requisite Lenders ” means with respect to the Loans, (a) at any time when there are more than two Lenders holding Loans, Lenders holding unfunded Commitments and outstanding Loans representing more than 50% of the sum of all unfunded Commitments of the Lenders and all of the outstanding Loans of the Lenders and (b) at any time when there are one or two Lenders holding Loans, all such Lenders, provided, however, that for purposes of determining whether there are more than two such Lenders, a Lender and each of its Approved Funds shall be deemed to constitute a single Lender and; provided further that, if there are two or more such Lenders, the Commitment of, and the portion of the Advances held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Requisite Lenders unless all such Lenders are Defaulting Lenders.

Appendix 1-B – Page 3

A PPENDIX 2

T RANCHE B

2.01 Tranche B Commitment . (a) Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Tranche B Lender severally, and not jointly, agrees to make a Tranche B Loan available to the Borrower in Dollars in an aggregate principal amount not to exceed such Tranche B Lender’s Tranche B Commitment on the Third Amendment Effective Date in accordance with this Appendix 2 ; provided, however, (i) with regard to each Tranche B Lender individually, the aggregate principal amount of such Tranche B Lender’s outstanding Tranche B Loans shall not at any time exceed such Lender’s Tranche B Commitment, which is set forth in Schedule I-B attached hereto, and (ii) with regard to the Tranche B Lenders collectively, the sum of the aggregate principal amount of Tranche B Loans made hereunder shall not at any time exceed the Tranche B Commitment for all Tranche B Lenders. The failure of any Tranche B Lender to make any Tranche B Loan shall not in itself relieve any other Tranche B Lender of its obligation to lend hereunder (it being understood, however, that no Tranche B Lender shall be responsible for the failure of any other Tranche B Lender to make any Tranche B Loan required to be made by such other Tranche B Lender). Amounts repaid or prepaid on any Tranche B Loans may not be reborrowed.

(b) Each Tranche B Lender shall make its Tranche B Loan on the Third Amendment Effective Date by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 10:00 a.m., New York City time, and the Administrative Agent shall promptly credit and/or remit the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met or waived in accordance herewith, return the amounts so received to the respective Tranche B Lenders.

(c) The Administrative Agent shall only be required to advance funds to the Borrower with respect to Tranche B Loans to the extent that the Administrative Agent shall have received such funds from the Tranche B Lenders.

(d) To request Tranche B Loans, the Borrower shall deliver, by hand delivery or email, a duly completed and executed Borrowing Request to the Administrative Agent and each Tranche B Lender not less than one Business Day before the Third Amendment Effective Date. Each such Borrowing Request shall be irrevocable and shall specify the following information in compliance with the foregoing provisions of Section 2.01:

(i)

the aggregate amount of the Tranche B Loans;

(ii)

the date on which the Tranche B Loans are to be advanced, which shall be the Third Amendment Effective Date;

(iii)

the location and number of Borrower’s Deposit Accounts at Compass Bank to which funds are to be disbursed (i) to the Segregated Account to cash collateralize letters of credit under the Compass LC Facility, and (ii) to the Specified Account; and

Appendix 2 – Page 1

(iv)

that the conditions set forth in Appendix 3 have been satisfied with respect to the Tranche B Loans (other than consummation of the Target Acquisition on or before December 31, 2012).

(e) Promptly following receipt of the Borrowing Request for Tranche B Loans in accordance with this Section 2.01 , the Administrative Agent shall advise each Tranche B Lender of the details thereof.

2.02 Funding Limitations . For the avoidance of doubt, Administrative Agent shall have no Tranche B Commitment (to make Tranche B Loans) in its capacity as Administrative Agent and Administrative Agent’s requirement to make Tranche B Loans (from the Tranche B Loan proceeds received from the Tranche B Lenders) in accordance with the provisions hereof shall be limited to the funds that it receives from the Tranche B Lenders (to fund such Tranche B Loans).

2.03 Evidence of Debt; Repayment of Tranche B Loans.

(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Tranche B Lender, the unpaid principal amount of the Tranche B Loan of such Tranche B Lender and all other Tranche B Obligations on the Tranche B Maturity Date (or sooner in accordance with the provisions hereof). All payments or repayments of Tranche B Obligations shall be made in Dollars.

(b) Each Tranche B Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Tranche B Lender resulting from the Tranche B Loan made by such Tranche B Lender, including the amounts of principal and interest payable and paid to such Tranche B Lender from time to time under this Agreement.

(c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Tranche B Loan made hereunder; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Tranche B Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Tranche B Lenders and each Tranche B Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded in the absence of manifest error; provided that the failure of any Tranche B Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Tranche B Loans in accordance with their terms. In the event of a conflict between records maintained by any Tranche B Lender and the records of the Administrative Agent in respect of such matters, the records of the Administrative Agent shall control in the absence of manifest error.

Appendix 2 – Page 2

(e) Any Tranche B Lender by written notice to the Borrower (with a copy to the Administrative Agent) may request that Tranche B Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Tranche B Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in the form of Exhibit L . Thereafter, Tranche B Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.6 ) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its registered as signs).

2.04 Tranche B Exit Fee . Borrower shall pay a fee in an amount equal to 5% of the aggregate Tranche B Commitments (the “ Tranche B Exit Fee ”), which fee is payable pro rata to each Tranche B Lender who has a Tranche B Commitment on the Third Amendment Effective Date, based on its Pro Rata Share of the Tranche B Commitments on the Third Amendment Effective Date. The Tranche B Exit Fee shall be fully-earned on the Third Amendment Effective Date, and is due and payable in full in immediately available funds by Borrower on the Tranche B Maturity Date or, if earlier, on the date on which the Tranche B Loans shall be paid in full, whether voluntarily or as required herein, and is nonrefundable. The Tranche B Exit Fee shall in no way limit Borrower’s obligations to pay any other fee, or reimburse the Administrative Agent or the Lenders for any cost or expense, under the Loan Documents.

2.05 Interest . (a) Tranche B Loans shall bear interest at the Borrower’s election, subject to the terms and conditions hereof, as follows:

(i)

at a rate per annum equal to nine and three quarters percent (9.75%), payable in cash in accordance with Section 2.05(c) of this Appendix 2; or

(ii)

at a rate per annum equal to nine and three quarters percent (9.75%) which shall be paid in kind and capitalized (and thereby added to principal, which shall thereafter accrue interest) on the last day of each fiscal quarter (“ PIK-B Interest ”).

The Borrower must elect the form of interest payment with respect to each Interest Period by delivering a written notice to the Administrative Agent and each Tranche B Lender at least thirty (30) days prior to the beginning of each Interest Period which notice shall be irrevocable. In the absence of such an election for any Interest Period, interest on Tranche B Loans shall be payable according to the election for the previous Interest Period; provided, however, subject to Section 2.05(b) of Appendix 2, at any time after an Event of Default shall have occurred and is continuing, the Borrower may not elect PIK-B Interest. For the avoidance of doubt, for purposes of this Section, the Borrower may file materials with the SEC stating its intention regarding the election of the form of interest provided, that such filing shall not constitute notice unless a copy of such filing is delivered to the Administrative Agent and each Tranche B Lender. The parties hereto hereby acknowledge and agree that the Borrower shall be deemed to have elected PIK-B Interest for the Interest Period beginning on the Third Amendment Effective Date.

(b) Notwithstanding the foregoing, from and after the date that an Event of Default shall have occurred and be continuing (including, without limitation, at any time during an Interest Period), at the request of the Requisite Tranche B Lenders (which such request may be made by the Administrative Agent at the direction of the Requisite Tranche B Lenders), (i) all outstanding Tranche B Obligations shall, to the extent permitted by applicable law, bear interest

Appendix 2 – Page 3

at a rate per annum equal to 11.75%, (or 2% plus the rate otherwise applicable to such Obligations as provided in Section 2.05(a)(i) of Appendix 2) (the “ Tranche B Default Rate ”) and (ii) all interest accrued and accruing shall be payable in cash on demand; provided, that, from and after the occurrence of any Event of Default under Section 7.1(e) , all outstanding Tranche B Obligations shall, to the extent permitted by applicable law, bear interest at the Tranche B Default Rate automatically and without any notice from Administrative Agent, the Requisite Tranche B Lenders or any other Person.

(c) Accrued interest on Tranche B Loans pursuant to Section 2.05(a) of Appendix 2 shall be payable in arrears on each Interest Payment Date in accordance with Section 2.05(a) of Appendix 2 ; provided that (i) interest accrued at the Tranche B Default Rate pursuant to Appendix 2 shall be payable on demand and (ii) in the event of any repayment or prepayment of Tranche B Loans, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

(d) All interest hereunder shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

2.06 Optional Prepayments . At any time and from time to time, the Borrower, at its option, may repay Tranche B Loans, in whole or in part. Each such repayment shall include all accrued and unpaid interest on the portion of Tranche B Loans being repaid (including, but not limited to, outstanding PIK-B Interest) through the date of repayment; provided that each partial repayment shall be in an amount that is an integral multiple of $100,000 and not less than $100,000 or, if less, the outstanding principal amount of Tranche B Loans.

2.07 Solvency . Each Credit Party represents and warrants to Administrative Agent and each of the Lenders, that, after giving effect to the Tranche B Loans, the Target Acquisition, the Loans, the consummation of the transactions contemplated by the Third Amendment and the payment and accrual of all transaction costs in connection with the foregoing, the Credit Parties and their Subsidiaries, taken as a whole, are Solvent.

2.08 Payment of Taxes, Etc . So long as any of the Obligations remain outstanding, each Credit Party agrees, unless the Requisite Lenders and the Requisite Tranche B Lenders shall otherwise consent in writing, to comply with the following covenants. The Borrower does not intend to treat the Tranche B Loans as being a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4. In the event the Borrower determines that the Tranche B Loans are required to be so treated, it will promptly notify the Administrative Agent thereof.

2.09 Use of Proceeds . So long as any of the Obligations remain outstanding, each Credit Party agrees, unless the Requisite Lenders and the Requisite Tranche B Lenders shall otherwise consent in writing, to comply with the following covenants. No Credit Party nor any Person acting on behalf of such Credit Party has taken or shall take, nor permit any of the Credit Parties to take any action which might cause any of the Loan Documents to violate Regulation T, U or X or any other regulation of the Board of Governors of the Federal Reserve System or to violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect, including without limitation, the use of the proceeds of Tranche B Loans to purchase or carry any margin stock in violation of Regulation T, U or X.

Appendix 2 – Page 4

2.10 JV Interests . The Lenders and the Credit Parties covenant and agree that none of the Tranche B Obligations shall at any time be secured by any interest in, Lien on, security interest in or right in or to the JV Holding Sub’s right, title and interest in the JV Interests, any “Common Collateral” (as defined in the Intercreditor Agreement), or any portion thereof.

a) 2.11 Target Acquisition . The Credit Parties shall not consummate any Acquisition of the Equity Interests of the Target other than the Target Acquisition. The Credit Parties agree that the Target Purchase Agreement will not be materially amended after the Third Amendment Effective Date unless such amendments are reasonably approved by Requisite Lenders and the Requisite Tranche B Lenders. On the date of the consummation of the Target Acquisition, the Borrower shall deliver an opinion of Credit Parties’ counsel dated as of the date of such date covering the matters with respect to the Target and the Target Property as Administrative Agent and Lenders may reasonably request. No later than ten (10) Business Days after the consummation of the Target Acquisition, the Target shall deliver to the Administrative Agent insurance certificates naming Administrative Agent as additional insured, or loss payee, as applicable, and evidencing insurance which meets the requirements of the Credit Agreement, including without limitation, Section 5.2 thereof, and the Security Instruments, and which is otherwise satisfactory to the Requisite Lenders and the Requisite Tranche B Lenders.

2.12 Deposit Accounts . On or before the 120th day after the Third Amendment Effective Date, the Target shall execute and deliver to the Administrative Agent, deposit account control agreements for each of its Deposit Accounts in accordance with Section 5.1 of the Pledge and Security Agreement.

2.13 Application of Proceeds . On or prior to the Third Amendment Effective Date, Borrower shall establish or designate a segregated Deposit Account with Compass Bank (the “ Specified Account ”) maintained in accordance with Section 5.1 of the Pledge and Security Agreement. On the Third Amendment Effective Date, pursuant to the Borrowing Notice delivered by the Borrower with respect to the Tranche B Loans, the Agent shall transfer the proceeds of the Tranche B Loans (1) first, to a segregated cash collateral Deposit Account to cash collateralize letters of credit under the Compass LC Facility (the “ Segregated Account ”), and (2) second, to the Specified Account to be set aside to pay the purchase price to consummate the Target Acquisition on or before December 31, 2012 and for working capital purposes, in each case, in accordance with Section 5.9 of the Credit Agreement. Upon consummation of the Target Acquisition, which shall be on or before December 31, 2012, the Borrower shall provide to the Administrative Agent a certificate from a Responsible Officer of the Borrower stating that (i) all conditions precedent to the Target Acquisition have been met and that the Target Acquisition was consummated in accordance with the terms and conditions of the Target Purchase Agreement and this Agreement, (ii) after giving effect to the Target Acquisition, all representations and warranties of each Credit Party set forth in the Credit Agreement (as amended hereby) are true and correct as of such date (except in the case of representations and warranties that are made solely as of an earlier date or time, which representations and warranties shall be true and correct as of such earlier date or time); and (iii) after giving effect to the Target Acquisition, no Default has occurred and is continuing, and that, accordingly, the Tranche B

Appendix 2 – Page 5

Maturity Date has been extended to July 1, 2013; it being understood and agreed that if the Administrative Agent does not receive such notice on or before December 31, 2012, it and the Lenders shall be entitled to assume that the Target Acquisition did not occur in accordance with the Target Purchase Agreement and this Agreement on or before December 31, 2012 and that the Tranche B Maturity Date is January 7, 2013. If the Target Acquisition is not consummated on or prior to December 31, 2012, the Borrower shall immediately cause all funds previously deposited as cash collateral into the Segregated Account to be transferred into the Specified Account, shall not use or apply any of the funds and deposits in the Specified Account, and shall, on or prior to January 7, 2013, apply all funds in the Specified Account and any funds remaining in any Deposit Account where cash collateral for the Compass LC Facility was deposited to the repayment of the Tranche B Obligations. Notwithstanding anything herein to the contrary, the Borrower shall repay all Tranche B Obligations on the Tranche B Maturity Date.

Appendix 2 – Page 6

A PPENDIX 3

C ONDITIONS P RECEDENT TO T RANCHE B L OANS

The obligation of each Tranche B Lender to fund its Pro Rata Share of the Tranche B Commitment on the Third Amendment Effective Date shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Appendix 3 unless any such condition is waived, in writing by each Tranche B Lender:

a) Documentation . Administrative Agent shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent, the Requisite Lenders and each Tranche B Lender, and, where applicable, in sufficient copies for the Administrative Agent and each Lender:

i. the Third Amendment, any Note if requested by a Tranche B Lender payable to such Lender in the amount of its Tranche B Commitment, amendments to the Pledge and Security Agreement and the Pledge Agreement, , and all attached exhibits and schedules hereto and thereto;

ii. certificates of a Responsible Officer of each Credit Party as of the date of this Agreement (A) attesting to the resolutions of the Board of Directors of such Credit Party approving the execution, delivery and performance of the Loan Documents to which such Credit Party is a party, (B) certifying and attaching the Organizational Documents of such Credit Party, (C) certifying to and attaching all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Third Amendment, the Tranche B Note, and the other Loan Documents and (D) certifying the names and true signatures of the officers of such Credit Party authorized to sign this Agreement, any Notes and the other Loan Documents to which such Credit Party is a party;

iii. appropriate UCC-1 and UCC-3, as applicable, financing statements covering Target’s right, title and interest in the Collateral for filing with the appropriate authorities and any other documents, agreements or instruments necessary to create an Acceptable Security Interest in such Collateral (other than the Excluded Collateral);

iv. certificates of good standing for the Target and each Credit Party in each state in which the Target and each Credit Party is organized and, with respect to the Target, in each state in which Target is organized or qualified to do business, which certificate shall be dated as of a date not less than 15 days prior to the Third Amendment Effective Date and acceptable to the Requisite Tranche B Lenders and the Requisite Lenders;

v. a certificate dated as of the date of this Agreement from the Responsible Officer of the Borrower stating that (A) all representations and warranties of each Credit Party set forth in this Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse

Appendix 3 – Page 1

Change” shall be true in all respects) as of such date (except in the case of representations and warranties that are made solely as of an earlier date or time, which representations and warranties shall be true and correct as of such earlier date or time); and (B) after giving effect to the Waiver in the Third Amendment, no Default has occurred and is continuing as of such date; and (C) the conditions in this Appendix 3 (other than the consummation of the Target Acquisition) have been met;

vi. satisfactory review by the Requisite Lenders and Requisite Tranche B Lenders of the letter of credit reimbursement agreement evidencing the Compass LC Facility, which shall be evidenced by a written notice by the Requisite Lenders and Requisite Tranche B Lenders to the Administrative Agent and Borrower of such satisfactory review;

vii. such other documents, governmental certificates, agreements and lien searches as the Administrative Agent or the Requisite Tranche B Lenders may reasonably request; and

viii. each Lender shall have received an executed copy or, if not available, the then current draft of the Target Purchase Agreement.

b) Payment of Fees . On the Third Amendment Effective Date, Borrower shall have paid all costs and expenses that have been invoiced and are payable pursuant to Section 10.4 .

c) Security Instruments . Administrative Agent shall have received all appropriate evidence required by Administrative Agent, the Requisite Lenders, and the Tranche B Lenders in their sole discretion necessary to determine that Administrative Agent (for its benefit and the benefit of the Secured Parties) shall have an Acceptable Security Interest in the Collateral, including, without limitation, as of the date of the consummation of the Target Acquisitions, Collateral comprised of Target Property, other than Excluded Collateral and that all actions or filings necessary to protect, preserve and validly perfect such Liens have been made, taken or obtained or shall, on the date of the consummation of the Target Acquisitions, be made, taken or obtained, as the case may be, and are (or with respect to the Target, shall, on the date of the consummation of the Target Acquisition, be) in full force and effect.

d) No Default . No event or conditions exists that would constitute a Default or Event of Default.

e) Representations and Warranties . The representations and warranties contained in Article IV of the Credit Agreement, the Third Amendment, and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Change” shall be true and correct in all respects) as of such date (except in the case of representations and warranties that are made solely as of an earlier date or time, which representations and warranties shall be true and correct as of such earlier date or time).

f) Material Adverse Change . No event or circumstance that could cause a Material Adverse Change shall have occurred since the Closing Date.

Appendix 3 – Page 2

g) No Proceeding or Litigation, No Injunctive Relief . No action, suit, investigation or other proceeding (including, without limitation, the enactment or promulgation of a statute or rule) by or before any arbitrator or any Governmental Authority shall be threatened or pending and no preliminary or permanent injunction or order by a state or federal court shall have been entered (i) in connection with this Agreement, the Third Amendment, or any other document or transaction contemplated hereby or thereby or (ii) which, in any case, in the judgment of Requisite Tranche B Lenders or the Requisite Lenders, could reasonably be expected to result in a Material Adverse Change (other than the developments under the litigation proceedings set forth on Schedule 4.7 which have been disclosed to Administrative Agent and the Lenders prior to the Third Amendment Effective Date).

h) Consents, Licenses, Approvals, etc. Administrative Agent shall have received true copies (certified to be such by the applicable Credit Party or other appropriate party) of all consents, licenses and approvals required in accordance with applicable law, or in accordance with any document, agreement, instrument or arrangement to which any Credit Party is a party, in connection with the execution, delivery, performance, validity and enforceability of this Agreement, and the other Loan Documents. In addition, each Credit Party shall have all such material consents, licenses and approvals required in connection with the continued operation of such Credit Party, and such approvals shall be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose material and adverse conditions on this Agreement and the actions contemplated hereby.

i) Repayment of Other Debt . Concurrently with, the making of Tranche B Loans hereunder, any Debt required to be paid pursuant to the terms and conditions of the Target Purchase Agreement shall be paid in full or arrangements, reasonably acceptable to the Requisite Lenders and the Requisite Tranche B Lenders, for the repayment of such Debt on the date of the Target Acquisition shall have been made.

j) USA PATRIOT Act . Each Credit Party shall have delivered to the Administrative Agent and each Lender that is subject to the PATRIOT Act such information requested by the Administrative Agent and such Lender in order to comply with the PATRIOT Act.

k) Intercreditor Agreement . The consent of JPMorgan Chase Bank, N.A. pursuant to Section 6(a) of the Intercreditor Agreement, in form and substance reasonably acceptable to the Requisite Lenders and the Requisite Tranche B Lenders, shall have been obtained.

l) Opinion . The Administrative Agent and Lenders shall have received an opinion of Credit Parties’ counsel dated as of the date of this Agreement covering the matters as Administrative Agent and Lenders may reasonably request.

m) Exit Closing Fee . The Borrower shall have paid the Lenders existing on the Closing Date the Closing Fee in immediately available funds.

Appendix 3 – Page 3

n) Perfection Certificate . Receipt by the Administrative Agent of a perfection certificate completed and executed by the Target in form and substance satisfactory to the Administrative Agent, the Requisite Lenders and the Requisite Tranche B Lenders.

Appendix 3 – Page 4

Exhibit 10.2

LETTER OF CREDIT FACILITY AGREEMENT

dated as of

December 27, 2012

among

PAR PETROLEUM CORPORATION,

as Borrower,

COMPASS BANK,

as Lender

This Letter of Credit Facility Agreement, dated as of December 27, 2012 (the “ Effective Date ”), is among PAR PETROLEUM CORPORATION, a Delaware corporation (the “ Borrower ”) and COMPASS BANK as lender (the “ Lender ”).

R E C I T A L S

A. The Borrower has requested that the Lender provide extensions of credit on behalf of the Borrower.

B. The Lender has agreed to make such extensions of credit subject to the terms and conditions of this Agreement.

C. In consideration of the mutual covenants and agreements herein contained and extensions of credit and commitments hereinafter referred to, the parties hereto agree as follows:

ARTICLE I

Definitions and Accounting Matters

Section 1.01 Certain Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Agreement ” means this Letter of Credit Facility Agreement, as the same may from time to time be amended, modified, supplemented or restated.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹ / ₂ of 1% and (c) the LIBO Rate for a one month interest period in effect on such day plus 3.50%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rate shall be effective from and including the effective day of such change in the Prime Rate, the Federal Funds Effective Rate and the LIBO Rate, respectively.

“ Availability Period ” means the period from and including the Effective Date to but excluding the Termination Date.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America or any successor Governmental Authority.

“ Borrower ” has the meaning given in the introductory paragraph.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in Houston, Texas, are authorized or required by law to remain closed.

“ Cash Collateral Account ” means the account established by Borrower with Lender for the benefit of the Lender and designated as account no. 6703130060 on the Effective Date.

“ Change in Law ” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by the Lender by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.

“ Collateral Value ” means, as of any date of determination, the aggregate dollar value of the cash or cash equivalents on deposit in the Cash Collateral Account.

“ Commitment ” means $30,000,000.

“ Complete Collateral Compliance ” as of any date means that as of such date the Collateral Value is equal to or greater than the Required Collateral Amount.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. For the purposes of this definition, and without limiting the generality of the foregoing, any Person that owns directly or indirectly 25% or more of the Equity Interests having ordinary voting power for the election of the directors or other governing body of a Person (other than as a limited partner of such other Person) will be deemed to “ control ” such other Person. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Debt ” means, for any Person, the sum of the following (without duplication): (a) all obligations of such Person for borrowed money or evidenced by bonds, bankers’ acceptances, debentures, notes or other similar instruments; (b) all obligations of such Person (whether contingent or otherwise) in respect of letters of credit, surety or other bonds and similar instruments; (c) all accounts payable and all accrued expenses, liabilities or other obligations of such Person to pay the deferred purchase price of Property or services; (d) all capital lease obligations; (e) all obligations under synthetic Leases; (f) all Debt (as defined in the other clauses of this definition) of others secured by a Lien on any Property of such Person, whether or not such Debt is assumed by such Person; (g) all Debt (as defined in the other clauses of this definition) of others guaranteed by such Person or in which such Person otherwise assures a creditor against loss of the Debt (howsoever such assurance shall be made) to the extent of the lesser of the amount of such Debt and the maximum stated amount of such guarantee or assurance against loss; (h) all obligations or undertakings of such Person to maintain or cause to be maintained the financial position or covenants of others or to purchase the Debt or Property of others; (i) obligations to deliver commodities, goods or services, in consideration of one or more advance payments, other than gas balancing arrangements in the ordinary course of business; (j) any Debt of a partnership for which such Person is liable either by agreement, by operation of law or by a Governmental Requirement but only to the extent of such liability; (k) preferred stock; and (l) the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment. The Debt of any Person shall include all obligations of such Person of the character described above to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is not included as a liability of such Person under GAAP.

“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“ Deposit Account Control Agreement ” means the Deposit Account Control Agreement executed by Borrower in substantially the form attached hereto as Exhibit A .

“ dollars ” or “ $ ” refers to lawful money of the United States of America.

“ Effective Date ” has the meaning given in the introductory paragraph.

“ Environmental Laws ” means any and all Governmental Requirements pertaining in any way to health, safety, the environment or the preservation or reclamation of natural resources, in effect in any and all jurisdictions in which the Borrower or any Subsidiary is conducting or at any time has conducted business, or where any Property of the Borrower or any Subsidiary is located, including without limitation, the Oil Pollution Act of 1990 (“ OPA ”), as amended, the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980 (“ CERCLA ”), as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976

(“ RCRA ”), as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act, as amended, and other environmental conservation or protection Governmental Requirements. The term “oil” shall have the meaning specified in OPA, the terms “hazardous substance” and “release” (or “threatened release”) have the meanings specified in CERCLA, the terms “solid waste” and “disposal” (or “disposed”) have the meanings specified in RCRA and the term “oil and gas waste” shall have the meaning specified in Section 91.1011 of the Texas Natural Resources Code (“ Section 91.1011 ”); provided , however , that (a) in the event either OPA, CERCLA, RCRA or Section 91.1011 is amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment and (b) to the extent the laws of the state or other jurisdiction in which any Property of the Borrower or any Subsidiary is located establish a meaning for “oil,” “hazardous substance,” “release,” “solid waste,” “disposal” or “oil and gas waste” which is broader than that specified in either OPA, CERCLA, RCRA or Section 91.1011, such broader meaning shall apply.

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity Interest.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means each trade or business (whether or not incorporated) that, together with the Borrower or a Subsidiary is treated as a “ single employer ” under Section 414(b) or (c) of the Code, or solely for the proposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” means (a) any “ reportable event ”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the existence with respect to any Plan of a failure to meet the minimum funding standards under Section 412 of 430 of the Code or Section 303 of ERISA; (c) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (d) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (e) the determination that any Plan is considered an “at risk” plan or a plan in endangered or critical status within the meaning of Section 430 of the Code or Section 303 of ERISA; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“ Event of Default ” has the meaning assigned such term in Section 10.01 .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Excluded Taxes ” means, with respect to the Lender, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America or such other jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located and (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located.

“ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, New York or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Lender from three Federal funds brokers of recognized standing selected by it.

“ Financial Officer ” means, for any Person, the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

“ GAAP ” means generally accepted accounting principles in the United States of America as in effect from time to time.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government over the Borrower, any Subsidiary, any of their Properties or the Lender.

“ Governmental Requirement ” means any applicable law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or other legal requirement, whether now or hereinafter in effect, including, without limitation, Environmental Laws, energy regulations and occupational, safety and health standards or controls, of any Governmental Authority.

“ Highest Lawful Rate ” means, as to any Lender, the maximum non-usurious interest rate, if any (or, if the context so requires, an amount calculated at such rate), that at any time or from time to time may be contracted for, taken, reserved, charged, or received by such Lender under applicable laws with respect to an obligation, as such laws are presently in effect or, to the extent allowed by applicable law, as such laws may hereafter be in effect and which allow a higher maximum non-usurious interest rate than such laws now allow. The determination of the Highest Lawful Rate shall, to the extent required by applicable law, take into account as interest paid, taken, received, charged, reserved or contracted for any and all relevant payments or charges under the Loan Documents.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Investment ” means, for any Person: (a) the acquisition (whether for cash, Property, services or securities or otherwise) of Equity Interests of any other Person or any agreement to make any such acquisition (including, without limitation, any “ short sale ” or any sale of any securities at a time when such securities are not owned by the Person entering into such short sale) or any capital contribution to any other Person; (b) the making of any deposit with, or advance, loan or capital contribution to, assumption of Debt of, purchase or other acquisition of any other Debt or equity participation or interest in, or other extension of credit to, any other Person (including the purchase of Property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to such Person); or (c) the entering into of any guarantee of, or other contingent obligation (including the deposit of any Equity Interests to be sold) with respect to, Debt or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person.

“ Jefferies Credit Agreement ” means that certain Delayed Draw Term Loan Credit Agreement dated as of August 31, 2012, by and among the Borrower, the Guarantors party thereto, the lenders party thereto and Jefferies Finance LLC, as administrative agent for the lenders as in effect on the date hereof, without giving effect to any subsequent amendments or waiver thereto.

“ LC Disbursement ” means a payment made by the Lender pursuant to a Letter of Credit.

“ LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time.

“ Lende r” has the meaning given in the introductory paragraph.

“ Letter of Credit ” means any letter of credit issued pursuant to this Agreement.

“ Letter of Credit Applications ” means all letter of credit applications and other agreements (including any amendments, modifications or supplements thereto) submitted by the Borrower, or entered into by the Borrower, with Lender relating to any Letter of Credit.

“ LIBO Rate ” means, the rate appearing on Reuters BBA Libor Rates LIBOR01 (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Lender from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) as the rate for dollar deposits of $5,000,000 with a maturity of one month.

“ Lien ” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to (a) the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes or (b) royalties, production payments and the like. The term “ Lien ” shall include easements, restrictions, servitudes, permits, conditions, covenants, encroachments, exceptions or reservations. For the purposes of this Agreement, the Borrower and its Subsidiaries shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing.

“ Loan Documents ” means this Agreement, the Letter of Credit Applications, the Letters of Credit, the Note, the Security Instruments and each other certificate, document, instrument or agreement from time to time executed by Borrower or any Responsible Officer and delivered in connection with this Agreement.

“ Loan Parties ” means the Borrower and each Subsidiary that is a party to any Loan Document.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, operations, Property or condition (financial or otherwise) of the Borrower and the Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under any Loan Document, (c) the validity or enforceability of any Loan Document or (d) the rights and remedies of or benefits available to the Lender under any Loan Document.

“ Material Indebtedness ” means other Debt (other than the Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $100,000. For purposes of determining Material Indebtedness, the “ principal amount ” of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“ Maturity Date ” means December 26, 2013.

“ Note ” means the promissory note of the Borrower described in Section 2.08 and being substantially in the form of Exhibit B , together with all amendments, modifications, replacements, extensions and rearrangements thereof.

“ Obligations ” means, without duplication, (a) all Debt evidenced hereunder, (b) the obligation of the Loan Parties for the payment of the fees payable hereunder or under the other Loan Documents, and (c) all other obligations and liabilities (monetary or otherwise, whether absolute or contingent, matured or unmatured) of the Loan Parties to the Lender, including reimbursement obligations with respect to LC Disbursements, in each case now existing or hereafter incurred under, arising out of or in connection with any Loan Document, and to the extent that any of the foregoing includes or refers to the payment of amounts deemed or constituting interest, only so much thereof as shall have accrued, been earned and which remains unpaid at each relevant time of determination.

“ Other Taxes ” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement and any other Loan Document.

“ Participant ” has the meaning set forth in Section 11.04(c)(i) .

“ Patriot Act ” has the meaning set forth in Section 11.14 .

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA, and any successor entity performing similar functions.

“ Permitted Holders ” means any Beneficial Owner of Equity Interest of the Borrower on the Effective Date.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan), subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “ employer ” as defined in Section 3(5) of ERISA.

“ Prime Rate ” means the prime rate of interest published by the Wall Street Journal from time to time; each change in the Prime Rate shall be effective from and including the date such change is published as being effective.

“ Property ” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and contract rights.

“ Redemption ” means with respect to any Debt, the repurchase, redemption, prepayment, repayment or defeasance (or the segregation of funds with respect to any of the foregoing) of such Debt. “ Redeem ” has the correlative meaning thereto.

“ Regulation D ” means Regulation D of the Board, as the same may be amended, supplemented or replaced from time to time.

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors (including attorneys, accountants and experts) of such Person and such Person’s Affiliates.

“ Required Collateral Amount ” means, at any time, 105% of the LC Exposure.

“ Responsible Officer ” means, as to any Person, the Chief Executive Officer, the Chief Operating Officer, the President, any Financial Officer or any Vice President of the Borrower.

“ SEC ” means the U.S. Securities and Exchange Commission or any successor Governmental Authority.

“ Security Instruments ” means the security agreements, deposit account control agreements and other agreements, instruments or certificates, and any and all other agreements, instruments, certificates or certificates now or hereafter executed and delivered by the Borrower or any other Person in connection with, or as security for the payment or performance of the Obligations, this Agreement, or reimbursement obligations under the Letters of Credit, as such agreements may be amended, modified, supplemented or restated from time to time, including, without limitation, the Deposit Account Control Agreement.

“ Subsidiary ” means (a) any Person of which at least a majority of the outstanding Equity Interests having by the terms thereof ordinary voting power to elect a majority of the board of directors, manager or other governing body of such Person (irrespective of whether or not at the time Equity Interests of any other class or classes of such

Person shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or Controlled by the Borrower or one or more of its Subsidiaries or by the Borrower and one or more of its Subsidiaries and (b) any partnership of which the Borrower or any of its Subsidiaries is a general partner. Unless otherwise indicated herein, each reference to the term “ Subsidiary ” shall mean a Subsidiary of the Borrower.

“ Swap Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement, whether exchange traded, “ over-the-counter ” or otherwise, involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

“ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“ Termination Date ” means the earlier of the Maturity Date and the date of termination of the Commitments.

“ Transactions ” means the execution, delivery and performance by the Borrower of this Agreement, each other Loan Document to which it is a party, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, and the grant of Liens pursuant to the Security Instruments.

Section 1.02 Terms Generally; Rules of Construction . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained herein), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of any time period, the word “from” means “from and including” and the word “to” means “to and including” and (f) any reference herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement. No provision of this Agreement or any other Loan Document shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision. In the event of a conflict between this Agreement and the Application for Letter of Credit, the Application for Letter of Credit shall control. In the event of a conflict between this Agreement and any Security Instrument, the Security instrument shall control.

Section 1.03 Accounting Terms and Determinations; GAAP . Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Lender hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent except for changes in which Borrower’s independent certified public accountants concur and which are disclosed to Lender on the next date on which financial statements are delivered to the Lender.

ARTICLE II

Letters of Credit

Section 2.01 General . Subject to the terms and conditions set forth herein, the Borrower may, from time to time, request that Lender issue Letters of Credit in dollars for its own account or for the account of any

of its Subsidiaries, in a form reasonably acceptable to the Lender, at any time during the Availability Period. In no event shall the aggregate face amount of the Letters of Credit issued under this Agreement result in the LC Exposure exceeding the Commitment. The reimbursement obligations of Borrower for LC Disbursements shall be evidenced by the Note. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Application, the terms and conditions of this Agreement shall control.

Section 2.02 Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions . To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Lender) to Lender (not less than three (3) Business Days in advance of the requested date of issuance, amendment, renewal or extension) a notice: (i) requesting the issuance of a Letter of Credit or identifying the outstanding Letter of Credit issued by Lender to be amended, renewed or extended; (ii) specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day); (iii) specifying the date on which such Letter of Credit is to expire (which shall comply with Section 2.03 ); (iv) specifying the amount of such Letter of Credit; (v) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit; and (vi) at least 2 Business Days prior to the requested date of issuance, amendment, renewal or extension, the Borrower shall deposit cash in the Cash Collateral Account necessary to achieve Complete Collateral Compliance after giving effect to the issuance of the requested Letter of Credit (or amendment, renewal or extension, as the case may be). If requested by the Lender, the Borrower shall submit a letter of credit application on Lender’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and with respect to each notice provided by the Borrower above and any issuance, amendment, renewal or extension of each Letter of Credit, the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension the LC Exposure shall not exceed the Commitment.

Section 2.03 Expiration Date . Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal, which renewal may be provided for in the initial Letter of Credit, or extension thereof, one year after such renewal or extension) and (ii) the date that is twenty (20) Business Days prior to the Maturity Date.

Section 2.04 Reimbursement . If the Lender shall make any LC Disbursement, the Borrower authorizes Lender to pay such LC Disbursement from the funds on deposit in the Cash Collateral Account, or at its option Borrower may reimburse such LC Disbursement by paying to the Lender an amount equal to such LC Disbursement not later than 12:00 noon, Houston, Texas time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., Houston, Texas time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, Houston, Texas time, or the Business Day immediately following the date that Borrower receives such notice. In the event that the Cash Collateral Account does not have sufficient funds to reimburse Lender for any LC Disbursement and the Borrower fails to otherwise reimburse Lender by the time specified in the preceding sentence, the Borrower agrees to pay to the Lender forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such LC Disbursement is made to but excluding the date of payment to the Lender, at the interest rate set forth in Section 2.07 .

Section 2.05 Obligations Absolute . The Borrower’s obligation to reimburse LC Disbursements as provided in Section 2.05 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of ( i ) any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Application or this Agreement, or any term or provision therein, ( ii ) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, ( iii ) payment by Lender under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit or any Letter of Credit Application, or ( iv ) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.05 , constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Lender nor any of its Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error,

omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Lender; provided that the foregoing shall not be construed to excuse Lender from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by Lender’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Lender (as finally determined by a court of competent jurisdiction), the Lender shall be deemed to have exercised all requisite care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Lender may, in its sole reasonable discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

Section 2.06 Disbursement Procedures . Lender shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Lender shall promptly notify the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether Lender has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Lender with respect to any such LC Disbursement.

Section 2.07 Interim Interest . If Lender shall make any LC Disbursement, then, until the Borrower shall have reimbursed Lender for such LC Disbursement or Lender shall have deducted such amount from the Cash Collateral Account, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum equal to Alternate Base Rate plus 2%.

Section 2.08 Note . The Borrower’s Obligations to lender shall be evidenced by a single promissory note payable to the order of the Lender in substantially the form of Exhibit B , dated as of the date of this Agreement.

ARTICLE III

Fees and Interest

Section 3.01 Fees .

(a) Letter of Credit Fees . The Borrower agrees to pay to the Lender (i) upon issuance and upon any extension or renewal thereof, a Letter of Credit fee, equal to 1.5% per annum of the stated face amount of each Letter of Credit calculated for the number of days such Letter of Credit is to remain outstanding based on its stated term, and (ii) its standard and customary fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by Lender or processing of drawings thereunder. The Letter of Credit fee shall be payable upon issuance and upon any renewal of such Letter of Credit. Any other fees payable to Lender pursuant to this Section 3.01(a) shall be payable within 10 days after demand. All Letter of Credit fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) Other Fees . The Borrower agrees to pay to the Lender all closings costs and fees payable in the amounts and at the times specified in that certain Term Sheet dated December 4, 2012 by and between Borrower and Lender, or otherwise separately agreed upon between the Borrower and Lender (but without duplication of the fees payable in Section 3.01(a)).

Section 3.02 Post-Default Rate .

Notwithstanding the foregoing, if any fee or other amount payable by the Borrower hereunder or under any other Loan Document is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to Alternate Base Rate plus two percent (2%), but in no event to exceed the Highest Lawful Rate.

Section 3.03 Interest Rate Computations . All interest hereunder shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or LIBO Rate shall be determined by the Lender, and such determination shall be conclusive absent manifest error, and be binding upon the parties hereto.

ARTICLE IV

Payments.

Section 4.01 Payments Generally .

(a) Payments by the Borrower . The Borrower shall make each payment required to be made by it hereunder (whether of fees or reimbursement of LC Disbursements, or of amounts payable under Section 5.01 or otherwise) prior to 12:00 noon, Houston, Texas time, on the date when due, in dollars that constitute immediately available funds, without defense, deduction, recoupment, set-off or counterclaim. Fees, once paid, shall not be refundable under any circumstances absent manifest error (e.g., as a result of a clerical mistake). Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender at its offices specified in Section 11.01 . If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.

(b) Application of Insufficient Payments . If at any time insufficient funds are received by and available to the Lender to pay fully all amounts of unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of unreimbursed LC Disbursements then due to such parties.

ARTICLE V

Taxes; Illegality

Section 5.01 Taxes .

(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 5.01(a) ), the, Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) Payment of Other Taxes by the Borrower . The Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Indemnification by the Borrower . The Borrower shall indemnify the Lender, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Lender on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 5.01 ) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate of the Lender as to the amount of such payment or liability under this Section 5.01 shall be delivered to the Borrower and shall be conclusive absent manifest error.

(d) Evidence of Payments . As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender.

(e) Tax Refunds . If the Lender determines, in its reasonable discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.01 , it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided , that the Borrower, upon the request of the Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender in the event the Lender is required to repay such refund to such Governmental Authority. This Section 5.01 shall not be construed to require the Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

Section 5.02 Mitigation Obligations . If the Borrower is required to pay any additional amount to the Lender or any Governmental Authority for the account of the Lender pursuant to Section 5.01 , then the Lender shall use reasonable efforts to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of the Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.01 in the future and (ii) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by the Lender in connection with any such designation or assignment.

ARTICLE VI

Conditions Precedent

Section 6.01 Conditions to Effectiveness . This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 11.02 ):

(a) The Lender shall have received all fees and other amounts due and payable, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

(b) The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of the Borrower who are authorized to sign the Loan Documents to which Borrower is a party, (iii) specimen signatures of such authorized officers, and (iv) the articles or certificate of

incorporation and bylaws of the Borrower, certified as being true and complete. The Lender may conclusively rely on such certificate until the Lender receives notice in writing from the Borrower to the contrary.

(c) The Lender shall have received certificates of the appropriate State agencies with respect to the existence, qualification and good standing of the Borrower.

(d) The Lender shall have received counterparts (in such number as may be requested by the Lender) of this Agreement signed on behalf of such party.

(e) The Lender shall have received a duly executed Note, in substantially the form attached hereto as Exhibit B .

(f) The Lender shall have received duly executed counterparts (in such number as may be requested by the Lender) of the Deposit Account Control Agreement in respect of the Cash Collateral Account.

(g) The Lender shall have received the opinions of Porter Hedges LLP, special counsel to the Borrower, in form reasonably acceptable to Lender.

(h) The Lender shall have received appropriate judgment, tax, bankruptcy and Uniform Commercial Code search certificates reflecting no prior judgment or taxes are outstanding or unpaid by the Borrower or Liens encumbering the Properties of the Borrower.

(i) The Lender shall be reasonably satisfied that the Borrower has commenced the transfer to or establishment with the Lender, of the required deposit accounts of the Borrower and its Subsidiaries.

(j) The Lender shall be reasonably satisfied that the Borrower has executed that certain Third Amendment to the Jefferies Credit Agreement.

(k) The Lender shall have received such other documents as the Lender or its counsel may reasonably request.

Section 6.02 Each Credit Event . The obligation of the Lender to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(a) At the time of and immediately after giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.

(b) At the time of and immediately after giving effect to the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no event, development or condition that has or could reasonably be expected to have a Material Adverse Effect shall have occurred.

(c) The representations and warranties of the Borrower set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct as of such specified earlier date.

(d) The issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict with, or cause the Lender to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the consummation of the transactions contemplated by this Agreement or any other Loan Document.

(e) The receipt by the Lender of a request for a Letter of Credit in accordance with Section 2.02 .

(f) Each issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Section 6.02(a) through (e) .

ARTICLE VII

Representations and Warranties

The Borrower represents and warrants to the Lender that:

Section 7.01 Organization; Powers . The Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all material governmental licenses, authorizations, consents and approvals necessary, to own its assets and to carry on its business as now conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such power, authority, licenses, authorizations, consents, approvals and qualifications could not reasonably be expected to have a Material Adverse Effect.

Section 7.02 Authority; Enforceability . The Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action (including, without limitation, any action required to be taken by any class of directors of such Loan Party or any other Person, whether interested or disinterested, in order to ensure the due authorization of the Transactions). Each Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 7.03 Approvals; No Conflicts . The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of any Loan Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any Subsidiary (other than the Liens created by the Loan Documents).

Section 7.04 Financial Condition; No Material Adverse Change .

(a) The Borrower has heretofore furnished to the Lender its (i) audited consolidated balance sheet and statement of income, stockholders equity and cash flows as of and for the fiscal year ended December 31, 2011, all reported on by a firm of independent public accountants acceptable to the Lender and (ii) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2012, certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP,

subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements.

(b) Since December 31, 2011, (i) there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices.

Section 7.05 Litigation; ERISA Events . There are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Loan Document or the Transactions. No ERISA Event has occurred or is reasonably expected to occur.

Section 7.06 Compliance with the Laws and Agreements; No Defaults . Each of the Borrower and each Subsidiary is in compliance with all Governmental Requirements (including without limitation, Environmental Laws) applicable to it or its Property and all agreements and other instruments binding upon it or its Property, and possesses all licenses, permits, franchises, exemptions, approvals and other governmental authorizations necessary for the ownership of its Property and the conduct of its business, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Subsidiary is in default nor has any event or circumstance occurred which, but for the expiration of any applicable grace period or the giving of notice, or both, would constitute a default or would require the Borrower or a Subsidiary to Redeem or make any offer to Redeem under any indenture, note, credit agreement or instrument pursuant to which any Material Indebtedness is outstanding or by which the Borrower or any Subsidiary or any of their Properties is bound. No Default has occurred and is continuing.

Section 7.07 Investment Company Act . Neither the Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company,” within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as amended.

Section 7.08 Taxes . Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of Taxes and other governmental charges are, in the reasonable opinion of the Borrower, adequate. No Tax Lien relating to Taxes described in the first sentence of this Section 7.08 has been filed and, to the knowledge of the Borrower, no claim is being asserted with respect to any such Tax or other such governmental charge.

Section 7.09 Disclosure; No Material Misstatements . The Borrower has disclosed to the Lender all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. To the knowledge of Borrower, taken as a whole, none of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any Subsidiary to the Lender or any of its Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, prospect information, geological and geophysical data and engineering projections, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

Section 7.10 Insurance . The Borrower has, and has caused all its Subsidiaries to have, (a) all insurance policies sufficient for the compliance by each of them with all material Governmental Requirements and all material agreements and (b) insurance coverage in at least amounts and against such risk (including, without

limitation, public liability) that are usually insured against by companies similarly situated and engaged in the same or a similar business for the assets and operations of the Borrower and its Subsidiaries.

Section 7.11 Location of Business and Offices . The Borrower’s jurisdiction of organization is Delaware; the name of the Borrower as listed in the public records of Delaware is Par Petroleum Corporation; and the organizational identification number of the Borrower in Delaware is 4042296.

Section 7.12 Use Letters of Credit . The Letters of Credit shall be used to backstop the existing letters of credit issued by SEACOR’s Holdings Inc. It is further anticipated that that additional Letters of Credit will be issued in furtherance of Borrower’s and its Subsidiaries’ business. The Borrower and its Subsidiaries are not engaged principally, or as one of its or their important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or X of the Board). No part of the proceeds of any Letter of Credit will be used for any purpose which violates the provisions of Regulations T, U or X of the Board.

Section 7.13 Solvency . Before and after giving effect to the Transactions, (a) the aggregate assets, at a fair valuation, of the Borrower and its Subsidiaries, taken as a whole, will exceed the aggregate Debt of the Borrower on a consolidated basis, as the Debt becomes absolute and matures, (b) none of the Borrower nor any Subsidiary will have incurred or intended to incur, and will not believe that it will incur, Debt beyond its ability to pay such Debt as such Debt becomes absolute and matures and (c) none of the Borrower nor any Subsidiary will have (nor will have any reason to believe that it will have thereafter) unreasonably small capital for the conduct of its business.

ARTICLE VIII

Affirmative Covenants

Until the Commitments have expired or been terminated and all fees payable hereunder and all other amounts payable under the Loan Documents shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lender that:

Section 8.01 Financial Statements; Other Information . The Borrower will furnish to the Lender the financial statements and other material required under the Letter of Credit Applications within the time periods required thereunder. The Borrower will furnish to the Lender copies of any financial statements, notices of default of events of default, or any requested waivers furnished to the lenders under the Jeffries Credit Agreement, contemporaneously with the transmittals thereunder. Promptly following any request therefor, the Borrower will furnish such other information regarding the operations, business affairs and financial condition of the Borrower or compliance with the terms of this Agreement or any other Loan Document, as the Lender may reasonably request.

Section 8.02 Notices of Material Events . The Borrower will furnish to the Lender prompt written notice of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against the Borrower or any Affiliate thereof not previously disclosed in writing to the Lender or any material adverse development in any action, suit, proceeding, investigation or arbitration previously disclosed to the Lender that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and

(d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Section 8.03 Existence; Conduct of Business . The Borrower will, and will cause each Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business and maintain, if necessary, its qualification to do business in each jurisdiction in which the ownership of its Properties requires such qualification, except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 9.05 .

Section 8.04 Payment of Obligations . The Borrower will, and will cause each Subsidiary to, pay its obligations, including Tax liabilities of the Borrower and all of its Subsidiaries before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings and the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (b) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect or result in the seizure or levy of any material Property of the Borrower or any Subsidiary.

Section 8.05 Performance of Obligations under Loan Documents . The Borrower will do and perform every act and discharge all of the obligations to be performed and discharged by them under the Loan Documents, including, without limitation, this Agreement, at the time or times and in the manner specified.

Section 8.06 Books and Records; Inspection Rights . The Borrower will, and will cause each Subsidiary to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each Subsidiary to, permit any representatives designated by the Lender, upon reasonable prior notice, to visit and inspect its Properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested on an individual and aggregate basis.

Section 8.07 Compliance with Laws . The Borrower will, and will cause each Subsidiary to, comply with all laws (including Environmental Laws), rules, regulations and orders of any Governmental Authority applicable to it or its Property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 8.08 Further Assurances . The Borrower at its expense will promptly execute and deliver to the Lender all such other documents, agreements and instruments reasonably requested by the Lender to comply with, cure any defects or accomplish the conditions precedent, covenants and agreements of the Borrower or any Subsidiary, as the case may be, in the Loan Documents, or to further evidence and more fully describe the cash collateral intended as security for the Obligations, or to correct any omissions in this Agreement or the Security Instruments, or to state more fully the obligations secured therein, or to perfect, protect or preserve any Liens created pursuant to this Agreement or any of the Security Instruments or the priority thereof, or to make any recordings, file any notices or obtain any consents, all as may be reasonably necessary or appropriate, in the sole discretion of the Lender, in connection therewith.

Section 8.09 ERISA Compliance . In addition to and without limiting the generality of Section 8.04 , the Borrower shall and shall cause each of its Subsidiaries to (a) comply in all material respects with all applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all employee benefit plans (as defined in ERISA), (b) not take any action or fail to take action the result of which could be (i) a liability to the PBGC (other than liability for PBGC premiums) or (ii) a past due liability to any Multiemployer Plan, (c) not participate in any prohibited transaction that could result in any material civil penalty

under ERISA or any tax under the Code, (d) operate each employee benefit plan in such a manner that will not incur any material tax liability under Section 4980B of the Code or any liability to any qualified beneficiary as defined in Section 4980B of the Code except to the extent such failure to comply could not reasonably be expected to have Material Adverse Effect and (e) furnish to the Lender upon request such additional information about any employee benefit plan as may be reasonably requested by the Lender.

Section 8.10 Establishment and Maintenance of Accounts; Cash Collateral .

(a) On or before the Effective Date, the Borrower shall establish and maintain a Cash Collateral Account with the Lender. The Borrower shall at all times maintain a balance in the Cash Collateral Account that achieves Complete Collateral Compliance; provided that, the Borrower shall make and maintain an initial deposit into the Cash Collateral Account equal to at least $19,000,000 on the Effective Date and continuing until January 11, 2013 (unless the Borrower’s acquisition of equity interests of SEACOR Energy, Inc. does not close on December 31, 2012, in which case the initial Letter of Credit to be issued to SEACOR Holdings, Inc. shall be returned to Lender for cancellation and the initial deposit of $19,000,000, less any fees or expenses, can thereafter be returned to the Borrower so long as Complete Collateral Compliance exists).

(b) In connection with the cancellation, expiration, termination of or reduction in value of a Letter of Credit, or after January 11, 2013 with respect to the initial deposit referenced in preceding clause (a), the Borrower may submit a request to withdraw collateral in the form attached hereto as Exhibit C, requesting that the Lender approve a release of cash in the Cash Collateral Account securing such Letter of Credit, so long as Complete Collateral Compliance exists and would exist after giving effect to such release and in such event Lender shall promptly approve such release.

ARTICLE IX

Negative Covenants

Until the Commitments have expired or terminated and all fees payable hereunder and all other amounts payable under the Loan Documents have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lender that:

Section 9.01 Debt . The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except:

(a) the Notes or other Obligations arising under the Loan Documents.

(b) Debt arising under or permitted under the Jefferies Credit Agreement.

Section 9.02 Liens . The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any of its Properties (now owned or hereafter acquired), except:

(a) Liens securing the payment of any Obligations.

(b) Liens arising under or permitted under the Jefferies Credit Agreement.

Section 9.03 Investments, Loans and Advances . The Borrower will not, and will not permit any Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except as permitted under the Jefferies Credit Agreement.

Section 9.04 Nature of Business . The Borrower will not, and will not permit any Subsidiary to, allow any material change to be made in the character of its business as an independent oil and gas exploration and production company with midstream, marketing and trading components.

Section 9.05 Mergers, Etc . Neither the Borrower nor any Subsidiary will merge into or with or consolidate with any other Person, or sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property to any other Person (any such transaction, a “ consolidation ”); provided that (a) any Subsidiary may participate in a consolidation with the Borrower ( provided that the Borrower shall be the continuing or surviving corporation) or any Subsidiary ( provided that such Subsidiary shall be the continuing or surviving Person) (b) any Subsidiary may be a party to a merger, consolidation or disposition permitted under the Jefferies Credit Agreement and (b) in the case of an Subsidiary merging into Borrower, no Default or Event of Default shall result.

Section 9.06 Negative Pledge Agreements . The Borrower will not create, incur, assume or suffer to exist any contract, agreement or understanding which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Cash Collateral Account in favor of the Lender; provided , however , that the preceding restrictions will not apply to encumbrances or restrictions arising under or by reason of (a) this Agreement or the Security Instruments (b) the Jeffries Credit Agreement and (c) applicable law, rule, regulation or order.

Section 9.07 Proceeds of Letters of Credit . No Loan Party has taken or will take any action which might cause any of the Loan Documents to violate Regulations T, U or X or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect. If requested by the Lender, the Borrower will furnish to the Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 or such other form referred to in Regulations U, T or X of the Board, as the case may be.

ARTICLE X

Events of Default; Remedies

Section 10.01 Events of Default . One or more of the following events shall constitute an “ Event of Default ”:

(a) the Borrower shall fail to pay any reimbursement obligation in respect of any LC Disbursement that is not otherwise reimbursed from the Cash Collateral Account or any fee or other amount when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof, by acceleration or otherwise.

(b) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with any Loan Document or any amendment or modification of any Loan Document or waiver under such Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect when made or deemed made in any material respect.

(c) the Borrower or any Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in Section 8.01 , Section 8.02 , Section 8.03 or ARTICLE IX .

(d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in Section 10.01(a) or Section 10.01(c) ) or any other Loan Document, and such failure shall continue unremedied for a period of thirty (30) days after the earlier to occur of (i) notice thereof from the Lender to the Borrower (which notice will be given at the request of any Lender) or (ii) a Responsible Officer of the Borrower or such Subsidiary otherwise becoming aware of such default.

(e) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Subsidiary or its debts, or of a

substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered.

(f) the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.01(e) , (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) take any action for the purpose of effecting any of the foregoing or (vii) shall become unable, admit in writing its inability, or fail generally to pay its debts as they become due.

(g) the Loan Documents after delivery thereof shall for any reason, except to the extent permitted by the terms thereof, cease to be in full force and effect and valid, binding and enforceable in accordance with their terms against the Borrower or shall be repudiated, or cease to create a valid and perfected Lien of the priority required thereby on any of the collateral purported to be covered thereby, except to the extent permitted by the terms of this Agreement, or the Borrower or any Subsidiary or any of their Affiliates shall so state in writing.

(h) any event shall have occurred that, in the opinion of the Lender, could reasonably be expected to result in a Material Adverse Effect.

(i) the Borrower or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Debt under the Jefferies Credit Agreement or any Material Indebtedness, or (B) fails to observe or perform any other agreement or condition relating to any such Debt under the Jefferies Credit Agreement or any Material Indebtedness, or any other event or default occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Debt to cause, with the giving of notice if required, such Debt to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Debt to be made, prior to its stated maturity, or to become payable or cash collateral in respect thereof to be demanded.

Section 10.02 Remedies .

(a) In the case of an Event of Default other than one described in Section 10.01(e) , or Section 10.01(f) , at any time thereafter during the continuance of such Event of Default, the Lender may, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Note to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon all fees and other obligations of the Borrower accrued hereunder and under the Note and the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the Borrower; and in case of an Event of Default described in Section 10.01(e) or Section 10.01(f) , the Commitments shall automatically terminate and the Note, together with accrued interest thereon and all fees and the other obligations of the Borrower accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

(b) In the case of the occurrence of an Event of Default, the Lender will have all other rights and remedies available at law and equity.

(c) All proceeds realized from the liquidation or other disposition of collateral or otherwise received after maturity of the Note, whether by acceleration or otherwise, shall be applied: first , to reimbursement of

expenses and indemnities provided for in this Agreement and the Security Instruments; second , to fees; third , pro rata to Obligations referred to in Clause (b) of the definition of Obligations owing to a Lender or an Affiliate of a Lender; fourth , to any other Obligations; fifth , any excess shall be paid to the Borrower or as otherwise required by any Governmental Requirement.

ARTICLE XI

Miscellaneous

Section 11.01 Notices .

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to Section 11.01(b) ), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to the Borrower, to it at Par Petroleum Corporation, 1301 McKinney, Suite 2025, Houston, Texas 77010, Attention John T. Young (Telecopy No. (713) 650-0502), with a copy to Porter Hedges LLP, 1000 Main Street, 36 ^th Floor , Attention: James Cowen (Telecopy No. (713) 226-6249); and

(ii) if to the Lender, to it at Compass Bank, 24 Greenway Plaza, Suite 1601, Houston, Texas, 77046, Attention Eric Appel (Telecopy No. (713) 966-2388, with a copy to Duane Morris LLP, 1330 Post Oak Boulevard, Suite 800, Houston, Texas 77056, Attention Charles E. Harrell (Telecopy No. (713) 402-3901).

(b) Notices and other communications to the Lender hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Lender. The Lender or the Borrower may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

Section 11.02 Waivers; Amendments .

(a) No failure on the part of the Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Lender hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 11.02(b) , and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Lender may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any provision hereof nor any Security Instrument nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Lender.

Section 11.03 Expenses, Indemnity; Damage Waiver .

(a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Lender and its Affiliates, including, without limitation, the reasonable fees, charges and disbursements of counsel and other outside consultants for the Lender, the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses, and the cost of environmental audits and surveys and appraisals, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Lender as to the rights and duties of the Lender with respect thereto) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all costs, expenses, Taxes, assessments and other charges incurred by the Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, (iii) all reasonable out-of-pocket expenses incurred by the Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iv) all out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of any outside counsel for the Lender, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section 11.03 , or in connection with the Letters of Credit issued hereunder, including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Letters of Credit.

(b) The Borrower shall indemnify the Lender and each Related Party of any of the foregoing persons (each such person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or the parties to any other Loan Document of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or by any other Loan Document, (ii) the failure of the Borrower to comply with the terms of any Loan Document, including this Agreement, or with any Governmental Requirement, (iii) any inaccuracy of any representation or any breach of any warranty or covenant of the Borrower set forth in any of the Loan Documents or any instruments, documents or certifications delivered in connection therewith, (iv) any loan or Letter of Credit or the use of the proceeds therefrom, including, without limitation, (A) any refusal by Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, or (B) the payment of a drawing under any Letter of Credit notwithstanding the non-compliance, non-delivery or other improper presentation of the documents presented in connection therewith, (v) the operations of the business of the Borrower by the Borrower, (vi) any assertion that the Lender was not entitled to receive the proceeds received pursuant to the Security Instruments, (vii) any Environmental Law applicable to the Borrower or any Subsidiary or any of their properties, including without limitation, the presence, generation, storage, release, threatened release, use, transport, disposal, arrangement of disposal or treatment of oil, oil and gas wastes, solid wastes or hazardous substances on any of their properties, (viii) the breach or non-compliance by the Borrower or any Subsidiary with any Environmental Law applicable to the Borrower or any Subsidiary, (ix) the past ownership by the Borrower or any Subsidiary of any of their properties or past activity on any of their properties which, though lawful and fully permissible at the time, could result in present liability, (x) the presence, use, release, storage, treatment, disposal, generation, threatened release, transport, arrangement for transport or arrangement for disposal of oil, oil and gas wastes, solid wastes or hazardous substances on or at any of the properties owned or operated by the Borrower or any Subsidiary or any actual or alleged presence or release of hazardous materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, (xi) any environmental liability related in any way to the Borrower or any of its Subsidiaries, or (xii) any other environmental, health or safety condition in connection with the Loan Documents, or (xiii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any indemnitee is a party thereto, and such Indemnity shall extend to each Indemnitee notwithstanding the sole or concurrent negligence of every kind or character whatsoever, whether active or passive, whether an affirmative act or an omission, including

without limitation, all types of negligent conduct identified in the restatement (second) of torts of one or more of the Indemnitees or by reason of strict liability imposed without fault on any one or more of the Indemnitees; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (a) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (b) relate to agreements, or obligations to which Borrower and its subsidiaries are not parties, (c) relate to claims between or among any of the lenders, the agent or any of their shareholders, partners or members, or (d) relate to laws, rules or regulations affecting the lenders or the agent and not the borrower or the subsidiaries, or (e) in respect of any property for any occurrence arising from the acts or omissions of the agent or any lender during the period after which such person, its successors or assigns shall have obtained possession of such property (whether by foreclosure or deed in lieu of foreclosure, as mortgagee-in-possession or otherwise).

(c) To the extent permitted by applicable law, the Borrower and the Indemnified Parties shall not assert, and hereby waive, any claim against each other, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Letter of Credit or the use of the proceeds thereof.

(d) All amounts due under this Section 11.03 shall be payable promptly after written demand therefor.

Section 11.04 Successors and Assigns .

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of Lender), except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of lender), Participants (to the extent provided in Section 11.04(c) ) and, to the extent expressly contemplated hereby, the Related Parties of the Lender) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) The Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment at the time owing to it) without the prior written consent of the Borrower.

(c) (i) The Lender may, without the consent of the Borrower, sell participations to one or more banks or other entities (a “ Participant ”) in all or a portion of the Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment owing to it); provided that (1) the Lender’s obligations under this Agreement shall remain unchanged, (2) the Lender shall remain solely responsible to the Borrower hereto for the performance of such obligations and (3) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that the Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 11.02 that affects such Participant. In addition such agreement must provide that the Participant be bound by the provisions of Section 11.03 . Subject to Section 11.04(c)(ii) , the Borrower agrees that each Participant shall be entitled to the benefits of Section 5.01 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.04(b) . To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.08 as though it were a Lender, provided such Participant agrees to be subject to Section 4.01(c) as though it were a Lender.

(ii) A Participant shall not be entitled to receive any greater payment under Section 5.01 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 11.05 Survival; Revival; Reinstatement .

(a) All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as any Letters of Credit shall be outstanding or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Section 5.01 and Section 11.03 and ARTICLE XI shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Obligations, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement, any other Loan Document or any provision hereof or thereof.

(b) To the extent that any payments on the Obligations or proceeds of any collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent, the Obligations so satisfied shall be revived and continue as if such payment or proceeds had not been received and the Lender’s Liens, security interests, rights, powers and remedies under this Agreement and each Loan Document shall continue in full force and effect. In such event, each Loan Document shall be automatically reinstated and the Borrower shall take such action as may be reasonably requested by the Lender to effect such reinstatement.

Section 11.06 Counterparts; Integration; Effectiveness .

(a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

(b) This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Lender constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. This Agreement and the other Loan Documents represent the final agreement among the parties hereto and thereto and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

(c) Except as provided in Section 6.01(a) , this Agreement shall become effective when it shall have been executed by the Lender and when the Lender shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 11.07 Severability . Any provision of this Agreement or any other Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 11.08 Right of Setoff . If an Event of Default shall have occurred and be continuing, the Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by the Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower owed to such Lender now or hereafter existing under this Agreement or any other Loan Document, irrespective of whether or not the Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmatured. The rights of the Lender under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender or its Affiliates may have.

Section 11.09 Governing Law; Jurisdiction; Consent to Service of Process . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas. Any legal action or proceeding with respect to the Loan Documents shall be brought in the courts of the State of Texas sitting in Harris County and of the United States District Court of the Southern District of Texas, and, by execution and delivery of this Agreement, each party hereby accepts for itself and (to the extent permitted by law) in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each party hereby irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. This submission to jurisdiction is non-exclusive and does not preclude a party from obtaining jurisdiction over another party in any court otherwise having jurisdiction. Each party irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address specified in Section 11.01 or such other address as is specified pursuant to Section 11.01 (or its assignment and assumption), such service to become effective thirty (30) days after such mailing. Nothing herein shall affect the right of a party or any holder of a note to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against another party in any other jurisdiction. Each party hereby (i) irrevocably and unconditionally waives, to the fullest extent permitted by law, trial by jury in any legal action or proceeding relating to this Agreement or any other Loan Document and for any counterclaim therein; (ii) irrevocably waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (iii) certifies that no party hereto nor any representative or agent of counsel for any party hereto has represented, expressly or otherwise, or implied that such party would not, in the event of litigation, seek to enforce the foregoing waivers, and (iv) acknowledges that it has been induced to enter into this Agreement, the Loan Documents and the transactions contemplated hereby and thereby by, among other things, the mutual waivers and certifications contained in this Section 11.09 .

Section 11.10 Headings . Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 11.11 No Third Party Beneficiaries . This Agreement, the other Loan Documents, and the agreement of the Lender to issue, amend, renew or extend Letters of Credit hereunder are solely for the benefit of the Borrower, and no other Person shall have any rights, claims, remedies or privileges hereunder or under any other Loan Document against the Lender for any reason whatsoever. There are no third party beneficiaries.

Section 11.12 US Patriot Act Notice . The Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow the Lender to identify the Borrower in accordance with the Patriot Act.

Section 11.13 Interest Rate Limitation . Each provision in this Agreement and each other Loan Document is expressly limited so that in no event whatsoever shall the amount paid, or otherwise agreed to be paid, by the Borrower for the use, forbearance or detention of the money to be loaned under this Agreement or any other Loan Document or otherwise (including any sums paid as required by any covenant or obligation contained herein or in any other Loan Document which is for the use, forbearance or detention of such money), exceed that amount of money which would cause the effective rate of interest thereon to exceed the Highest Lawful Rate, and all amounts owed under this Agreement and each other Loan Document shall be held to be subject to reduction to the effect that such amounts so paid or agreed to be paid which are for the use, forbearance or detention of money under this Agreement or such Loan Document shall in no event exceed that amount of money which would cause the effective rate of interest thereon to exceed the Highest Lawful Rate. To the extent that the Highest Lawful Rate applicable to the Lender is at any time determined by Texas law, such rate shall be the “weekly ceiling” described in the Texas Finance Code, Chapter 303, as amended; provided , however , to the extent permitted by such Finance Code, the Lender from time to time by notice to Borrower may revise the aforesaid election of such interest rate ceiling as such ceiling affects the then-current or future balances of the LC Disbursements. Notwithstanding any provision in this Agreement or any other Loan Document to the contrary, if the maturity of the obligations in respect of the other Loan Documents are accelerated for any reason, or in the event of prepayment of all or any portion of the obligations in respect of the other Loan Documents by the Borrower or in any other event, earned interest on the LC Disbursements and such other obligations of the Borrower may never exceed the maximum amount permitted by applicable law, and any unearned interest otherwise payable under the obligations in respect of the other Loan Documents that is in excess of the maximum amount permitted by applicable law shall be cancelled automatically as of the date of such acceleration or prepayment or other such event and, if theretofore paid, shall be credited on the principal thereof or, if paid in full, refunded to the Borrower. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the Highest Lawful Rate, the Borrower and the Lender shall, to the maximum extent permitted by applicable law, amortize, prorate, allocate and spread, in equal parts during the period of the actual term of this Agreement, all interest at any time contracted for, charged, received or reserved in connection with the Loan Documents.

[REMAINDER OF PAGE IS INTENTIONALLY BLANK]

The parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


BORROWER:

PAR PETROLEUM CORPORATION,
a Delaware corporation

By:		/s/ R. Seth Bullock
Name:		R. Seth Bullock
Title:		Chief Financial Officer

LENDER :

COMPASS BANK

By:		/s/ Eric Appel
Name:		Eric Appel
Title:		Senior Vice President

Exhibit 99.1

PRESS RELEASE

Par Petroleum Corporation Acquires SEACOR Energy, Inc.

HOUSTON – January 2, 2013 – Par Petroleum Corporation (the “Company”) today announced that it has acquired SEACOR Energy, Inc. (“SEI”), an indirect wholly-owned subsidiary of SEACOR Holdings Inc., for a cash purchase price of approximately $14.0 million plus estimated net working capital of approximately $4.0 million at closing. SEI is a transportation, distribution and trading company that is focused in the crude oil arena. Following the acquisition, SEI, which is headquartered in Houston, Texas, was renamed Texadian Energy, Inc. (“Texadian”).

The purchase price for the acquisition was funded with a combination of cash and additional borrowings under an amendment to the Company’s existing delayed draw term loan facility referred to as the Tranche B Loan. The lenders under the Company’s existing delayed draw term loan are also lenders under the Tranche B Loan. The total commitment of $35 million was drawn at closing, and the Tranche B Loan bears interest at 9.75% and matures on July 1, 2013. The obligations under the Tranche B Loan are secured by a lien on substantially all of the assets of the Company and its subsidiaries, including Texadian, but excluding the Company’s equity interests in Piceance Energy, LLC. In addition to funding a portion of the purchase price, the Tranche B Loan will provide cash collateral for a new $30 million letter of credit facility with Compass Bank that will support Texadian’s crude oil operations.

The fairness, from a financial point of view, of the consideration to be paid by the Company in the acquisition and the pricing of the Tranche B Loan, was opined upon for independent members of the Board of Directors of the Company by its independent financial advisor, Stout Risius Ross, Inc.

“The addition of Texadian’s transportation and trading business is a significant first step in the growth and expansion of our business plan,” said John T. Young, Jr., the Company’s Chief Executive Officer. “We are excited about the addition of the Texadian team and believe that this transaction will be immediately accretive to earnings and cash flow. We expect that the acquisition will pay for itself within two years.”

Peter Coxon, President of Texadian added “We are excited about the opportunity to continue to expand and grow our business as part of the Par Petroleum family. We see Par as an excellent, tax efficient growth vehicle for our business.”

About Par Petroleum Corporation

The Company is a Houston-based company that manages and maintains interests in a wide variety of energy-related assets, including natural gas assets located in the Piceance Basin.

The Company’s primary asset is a 33.34% minority ownership interest in a joint venture entity called Piceance Energy, LLC. The remaining ownership interest is held by Laramie Energy II, LLC, who manages the day-to-day operations of the joint venture. Piceance Energy, LLC was formed and capitalized in August of 2012 when the Company and Laramie Energy II, LLC contributed their respective oil and natural gas assets, surface real estate, and other related assets located in the Piceance Basin geologic province of Colorado to the joint venture entity. These assets are more specifically located within Mesa and Garfield Counties of Colorado and within an approximate 10-mile radius of the heart of the Piceance Basin.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are risks that the Company may be unable to achieve the benefits contemplated in the transactions contemplated by the acquisition of Texadian; risks that not all potential risks and liabilities have been identified in the Company’s due diligence of Texadian and its business; risks that Texadian and its business may not be integrated successfully or that such integration may require a disproportionate amount of management’s attention and the Company’s resources; risks that Texadian and its business may not operate profitably; risks that anticipated cost efficiencies or synergies may not be realized; and risks associated with other potential negative effects from the transaction. Although the Company believes that in making such forward-looking statements its expectations are based upon reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. The Company cannot assure you that the assumptions upon which these statements are based will prove to have been correct. Other important risk factors that may affect the Company’s business, results of operations and financial position are discussed in its most recently filed Annual Report on Form 10-K, recent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K and other Securities and Exchange Commission filings.

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Contact:

Stonegate Securities, Inc.

(214) 987-4121