Exhibit






EXECUTION VERSION
AMENDMENT TO STORAGE FACILITIES AGREEMENT
THIS AMENDMENT to the STORAGE FACILITIES AGREEMENT (this “Amendment”), dated as of May 8, 2017 is made between J. Aron & Company LLC (“Aron”), a general partnership organized under the laws of New York and Par Hawaii Refining, LLC f/k/a Hawaii Independent Energy, LLC (the “Company”), a limited liability company organized under the laws of Hawaii (each referred to individually as a “Party” or collectively as the “Parties”).
RECITALS
WHEREAS, Aron and the Company are parties to that certain Supply and Offtake Agreement, dated as of June 1, 2015 (from time to time amended, modified, supplemented, extended, renewed and/or restated, the “S&O Agreement”) pursuant to which Aron has agreed to procure crude oil and other petroleum feedstocks for the Company for use at the Refinery and purchase certain refined products produced by the Refinery and, in connection with the S&O Agreement, the Parties entered into that certain Storage Facilities Agreement dated as of June 1, 2015, as amended (the “Agreement”); and
WHEREAS, the Parties wish to further amend the Agreement as hereinafter provided;  
NOW, THEREFORE, the Parties agree as follows:
SECTION 1Definitions; Interpretation 
Section 1.1    Terms Defined in Agreement.  All capitalized terms used in this Amendment (including in the Recitals hereto) and not otherwise defined herein shall have the meanings assigned to them in the Agreement.
Section 1.2    Interpretation.  The rules of construction set forth in Section 1.2 of the Agreement shall be applicable to this Amendment and are incorporated herein by this reference.
SECTION 2    Amendment to the Agreement
Section 2.1    Amendment.  Upon the effectiveness of this Amendment, Section 4 of the Agreement is hereby amended by amending and restating the last sentence of such section to read as follows:
Aron shall have the option to prepay, on the Commencement Date or from time to time thereafter, the rent for the use of the Storage Facilities for the period (or any portion of the period) from the Commencement Date or such later date through the last day on which any Materials are held by Aron in any of the Storage Facilities.
Section 2.2    References Within Agreement.  Each reference in the Agreement to “this Agreement” and the words “hereof,” “hereto,” “herein,” “hereunder,” or words of like import, shall mean and be a reference to the Agreement as heretofore amended and as amended by this Amendment.
SECTION 3    Representations and Warranties
To induce the other Parties to enter into this Amendment, each Party hereby represents and warrants that (i) it has the corporate, governmental or other legal capacity, authority and power to execute this Amendment, to deliver this Amendment and to perform its obligations under the Agreement, as amended hereby, and has taken all necessary action to authorize the foregoing; (ii) the execution, delivery and performance of this Amendment does not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or Governmental Authority applicable to it or any of its assets or subject; (iii) all governmental and other consents required to have been obtained by it with respect to this Amendment have been obtained and are in full force and effect; (iv) its obligations under the Agreement, as amended hereby, constitute its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law) and (v) no Event of Default with respect to it has occurred and is continuing.
SECTION 4    Miscellaneous 
Section 4.1    Agreement Otherwise Not Affected.  Except for the amendments pursuant hereto, the Agreement remains unchanged.  As amended pursuant hereto, the Agreement remains in full force and effect and is hereby ratified and confirmed in all respects.  The execution and delivery of, or acceptance of, this Amendment and any other documents and instruments in connection herewith by any Party shall not be deemed to create a course of dealing or otherwise create any express or implied duty by it to provide any other or further amendments, consents or waivers in the future.
Section 4.2    No Reliance.  Each Party hereby acknowledges and confirms that it is executing this Amendment on the basis of its own investigation and for its own reasons without reliance upon any agreement, representation, understanding or communication by or on behalf of any other Person.
Section 4.3    Costs and Expenses.  Each Party shall be responsible for any costs and expenses incurred by such Party in connection with the negotiation, preparation, execution and delivery of this Amendment and any other documents to be delivered in connection herewith.
Section 4.4    Binding Effect.  This Amendment shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
Section 4.5    Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER STATE.
Section 4.6    Amendments.  This Amendment may not be modified, amended or otherwise altered except by written instrument executed by the Parties’ duly authorized representatives.
Section 4.7    Effectiveness; Counterparts.  This Amendment shall be binding on the Parties as of the date on which it has been fully executed by the Parties. This Amendment may be executed in any number of counterparts and by different Parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.
Section 4.8    Interpretation.  This Amendment is the result of negotiations between the Parties, has been reviewed by counsel to each of the Parties, and is the product of all Parties hereto.  Accordingly, this Amendment shall not be construed against any Party merely because of such Party’s involvement in the preparation hereof.
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IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment to the Agreement as of the date first above written.
J. ARON & COMPANY LLC


By:    /s/ John Eleoterio        
Name:    John Eleoterio            
Title:    Managing Director        




PAR HAWAII REFINING, LLC


By:    /s/ William Monteleone    
Name:    William Monteleone        
Title:    Chief Financial Officer




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NY2-788797