Exhibit 2.2
Execution Version
FIRST AMENDMENT TO EQUITY AND ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO EQUITY AND ASSET PURCHASE AGREEMENT (this “Amendment”) is entered into as of June 1, 2023, by and among EXXON MOBIL CORPORATION, a corporation organized under the laws of the State of New Jersey (“EMC”), EXXONMOBIL OIL CORPORATION, a company organized under the laws of the State of New York (“EMOC”), EXXONMOBIL PIPELINE COMPANY LLC, a limited liability company organized under the laws of the State of Delaware (“EMPC”, and collectively with EMC and EMOC, the “Sellers”, and each individually, a “Seller”), Par Montana Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (the “Equity Purchaser”), Par Montana, LLC, a limited liability company organized under the laws of the State of Delaware (the “Asset Purchaser”, and collectively with the Equity Purchaser, the “Purchaser Entities” and each individually a “Purchaser Entity”), Par Rocky Mountain Midstream, LLC, a limited liability company organized under the laws of the State of Delaware, and solely for the purposes of Section 1.8 hereof, Par Pacific Holdings, Inc., a Delaware corporation (the “Purchaser Parent”). The Sellers and the Purchaser Entities shall each be referred to in this Amendment as a “Party”, and collectively as the “Parties”. Capitalized terms that are used in this Amendment and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Original Agreement (as defined below).
W I T N E S S E T H
WHEREAS, the Sellers, the Equity Purchaser, the Asset Purchaser and, solely for the purposes of Section 8.17 and Section 16.4 of the Original Agreement, Purchaser Parent entered into that certain Equity and Asset Purchase Agreement dated as of October 20, 2022 (the “Original Agreement”);
WHEREAS, pursuant to the terms of the Original Agreement, the Equity Purchaser elected to acquire and purchase the Equity Interests and the Asset Purchaser elected to acquire and purchase the Assets and assume the Assumed Liabilities, in each case, on the terms and conditions set forth in the Original Agreement; and
WHEREAS, the Parties desire to amend the Original Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants, and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
ARTICLE 1
AMENDMENTS
1.1 Original Agreement Article I – Definitions and Interpretations. Section 1.1 of the Original Agreement is amended and supplemented by inserting or amending and restating, as the case may be, in their appropriate alphabetical position, the following definitions:
“Assignment and Bill of Sale” means the assignment and bill of sale to be entered into as of the Closing Date, substantially in the form of Exhibit C, pursuant to which (i) Sellers shall sell, convey, transfer and assign the Assets (other than the Silvertip Pipeline System Assets or those Assets covered by any Deed) to the Asset Purchaser, (ii) the Equity Sellers shall sell, convey, transfer and assign the Equity Interests to the Equity Purchaser, (iii) Sellers shall sell, convey, transfer and assign the Silvertip Pipeline System Assets (other than those Silvertip Pipeline System Assets covered by the Silvertip Pipeline System Deed) to the Silvertip Purchaser and (iv) each such Purchaser Entity shall assume the related Assumed Liabilities from the Sellers, in each case, from and after the Closing.
