On December 28, 2012, in order to fund a portion of the purchase price for the Purchased Shares, Par Petroleum Corporation and certain subsidiaries of the company entered into a Third Amendment to Delayed Draw Term Loan Credit Agreement, Joinder, Waiver, Consent and Omnibus Amendment Agreement with Jefferies Finance LLC, as administrative 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, pursuant to which the Tranche B Lenders agreed to extend additional borrowings to the company. 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 that will support Texadian's crude oil operations.

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

Letter of Credit Facilit: 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, 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 105% of the undrawn amount of all outstanding letters of credit.

The company agreed to pay a letter of credit fee equal to 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.