Par Pacific Holdings, Inc. Sample Contracts

Par Pacific Holdings, Inc. – UNIT PURCHASE AGREEMENT (February 4th, 2019)

THIS UNIT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2018, by and among Laramie Energy, LLC, a Delaware limited liability company (the “Company”), EnCap Energy Capital Fund VI, L.P., a Texas limited partnership (“Fund VI”), and EnCap Energy VI-B Acquisitions, L.P., a Texas limited partnership (“Fund VI-B”, and together with Fund VI, “Sellers”, and each, a “Seller”).

Par Pacific Holdings, Inc. – TERM LOAN AND GUARANTY AGREEMENT Dated as of January 11, 2019, among PAR PACIFIC HOLDINGS, INC., as Holdings, PAR PETROLEUM, LLC, as the Par Borrower, PAR PETROLEUM FINANCE CORP., as the FinanceCo Borrower, The Guarantors from time to time parties hereto, The Several Lenders from time to time parties hereto, GOLDMAN SACHS BANK USA, as Administrative Agent, Left Lead Arranger, Bookrunner and Co-Syndication Agent, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arranger, Bookrunner and Co-Syndication Agent (January 14th, 2019)

TERM LOAN AND GUARANTY AGREEMENT (this “Agreement”), dated as of January 11, 2019, among Par Pacific Holdings, Inc., a Delaware corporation (“Holdings”), Par Petroleum, LLC, a Delaware limited liability company (the “Par Borrower”), Par Petroleum Finance Corp., a Delaware corporation (the “FinanceCo Borrower”, and together with the Par Borrower, the “Borrowers”), the Guarantors from time to time party hereto, the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”) and Goldman Sachs Bank USA, as administrative agent for the Lenders.

Par Pacific Holdings, Inc. – ISDA® International Swaps and Derivatives Association, Inc. SCHEDULE to the First Lien 2002 Master Agreement dated as of March 17, 2016 Between MERRILL LYNCH COMMODITIES, INC., a corporation organized and existing under the laws of the State of Delaware (“Party A”), and a corporation organized and existing under the laws of the State of Delaware (“Party B”) Part 1 Termination Provisions; Amendments (January 14th, 2019)
Par Pacific Holdings, Inc. – REGISTRATION RIGHTS AGREEMENT (January 14th, 2019)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 11, 2019, is entered into among Par Pacific Holdings, Inc., a Delaware corporation (the “Company”), and each of the other parties executing a counterpart signature page hereof whether on or after the date hereof.

Par Pacific Holdings, Inc. – FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT among PAR PETROLEUM, LLC PAR HAWAII, INC., MID PAC PETROLEUM, LLC, HIE RETAIL, LLC, HERMES CONSOLIDATED, LLC, and WYOMING PIPELINE COMPANY LLC as Borrowers, Certain Subsidiaries of the Borrowers, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent and the Lenders Party Hereto Dated as of January 11, 2019 (January 14th, 2019)

THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Fourth Amendment”), dated as of January 11, 2019, is by and among PAR PETROLEUM, LLC, a Delaware limited liability company (the “Company”), PAR HAWAII, INC., a Hawaii corporation (“PHI”), MID PAC PETROLEUM, LLC, a Delaware limited liability company (“Mid Pac”), HIE RETAIL, LLC, a Hawaii limited liability company (“HIE”), HERMES CONSOLIDATED, LLC (d/b/a Wyoming Refining Company), a Delaware limited liability company (“Hermes”), and WYOMING PIPELINE COMPANY LLC, a Wyoming limited liability company (“WPC” and collectively, with the Company, PHI, Mid Pac, HIE, and Hermes, “Borrowers”), the Guarantors party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacity, “Agent”).

Par Pacific Holdings, Inc. – NOTE (January 14th, 2019)

PAR PACIFIC HOLDINGS, INC., a Delaware corporation (the “Borrower”), promises to pay to the order of BANK OF HAWAII, a Hawaii corporation (the “Bank”), the principal sum of $45,000,000, together with interest on outstanding principal balances hereunder, computed on the basis of the actual number of days elapsed between payments and based on a 360-day year, as set forth below.

Par Pacific Holdings, Inc. – AMENDMENT TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (January 14th, 2019)

This AMENDMENT TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Amendment”), dated as of January 11, 2019, is made between Par Hawaii Refining, LLC, a Hawaii limited liability company (the “Company”) and J. Aron & Company LLC, a New York limited liability company (“Aron”) (each referred to individually as a “Party” and collectively, the “Parties”).

Par Pacific Holdings, Inc. – SECOND SUPPLEMENTAL INDENTURE (January 14th, 2019)

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 11, 2019, among PAR TACOMA, LLC (f/k/a TrailStone NA Asset Finance I, LLC), a Delaware limited liability company, U.S. OIL & REFINING CO., a Delaware corporation, MCCHORD PIPELINE CO., a Washington limited liability company, and USOT WA, LLC, a Washington limited liability company (each of the foregoing, a “Guaranteeing Subsidiary”), each a subsidiary of PAR PETROLEUM, LLC, a Delaware limited liability company (the “Company”), the Company, PAR PETROLEUM FINANCE CORP., a Delaware corporation (together with the Company, the “Issuers”), PAR PACIFIC HOLDINGS, INC., a Delaware corporation (the “Parent”), the other Guarantors (as defined in the Indenture referred to herein), and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”) and as collateral trustee.

Par Pacific Holdings, Inc. – LOAN AGREEMENT (January 14th, 2019)

This Loan Agreement (this “Agreement”), dated January 9, 2019, is made by and between BANK OF HAWAII, whose mailing address is P. O. Box 2900, Honolulu, Hawaii 96846 (the “Bank”), and PAR PACIFIC HOLDINGS, INC., a Delaware corporation, whose mailing address is 825 Town & Country Lane, Suite 1500, Houston, Texas 77024 (the “Borrower”).

Par Pacific Holdings, Inc. – AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (January 14th, 2019)

This AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of January 11, 2019 by and among TrailStone NA Oil & Refining Holdings, LLC, a Delaware limited liability company (“Seller”), Par Petroleum, LLC, a Delaware limited liability company (“Buyer”), and Par Pacific Holdings, Inc., a Delaware corporation (“Buyer Parent”). Seller, Buyer and Buyer Parent may be referred to herein each as a “Party” and together as the “Parties.”

Par Pacific Holdings, Inc. – COLLATERAL TRUST AND INTERCREDITOR AGREEMENT dated as of December 21, 2017 among PAR PETROLEUM, LLC, and PAR PETROLEUM FINANCE CORP., THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee under the Closing Date Indenture, J. ARON & COMPANY LLC, as Secured Representative under the J. Aron Hedge Agreement, EACH OTHER SECURED REPRESENTATIVE from time to time a party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee (January 14th, 2019)

This COLLATERAL TRUST AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of December 21, 2017 is by and among PAR PETROLEUM, LLC, a Delaware limited liability company (the “Company”), PAR PETROLEUM FINANCE CORP., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the other Grantors (as defined below) from time to time party hereto, Wilmington Trust, National Association, as indenture trustee under the Closing Date Indenture (as defined below) (in such capacity and together with its successors and assigns in such capacity, the “Indenture Trustee”), J. ARON & COMPANY LLC, as a Secured Representative (as defined below) under the J. Aron Hedge Agreement (as defined below) (“J. Aron”), each additional Secured Representative (as defined below) that executes and delivers a Joinder (as defined below), and Wilmington Trust, National Association, as Collateral Trustee (in such capacity and together with its permitted successors and assigns in such capac

Par Pacific Holdings, Inc. – FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (December 21st, 2018)

THIS FIRST AMENDMENT (the “First Amendment”) TO REGISTRATION RIGHTS AGREEMENT is made and entered into as of this 19th day of December, 2018, by and among Par Pacific Holdings, Inc., a Delaware corporation (the “Company”), and the holder of registrable securities (the “Holder”) listed on the signature pages hereto.

Par Pacific Holdings, Inc. – FIRST SUPPLEMENTAL INDENTURE (December 21st, 2018)

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 20, 2018, among PAR PETROLEUM, LLC, a Delaware limited liability company (the “Company”), PAR PETROLEUM FINANCE CORP., a Delaware corporation (“Finance Corp.”, and together with the Company, the “Issuers”), the Guarantors listed on the signature pages hereto (the “Guarantors”), and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”) and as collateral trustee (the “Collateral Trustee”).

Par Pacific Holdings, Inc. – REGISTRATION RIGHTS AGREEMENT (December 20th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 19, 2018, is entered into among Par Pacific Holdings, Inc., a Delaware corporation (the “Company”), and IES Downstream, LLC, a Delaware limited liability company (the “Holder”).

Par Pacific Holdings, Inc. – AMENDMENT TO AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (December 11th, 2018)

THIS AMENDMENT TO AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (this “Amendment”) is made and entered into as of December 5, 2018, by and among Par Hawaii Refining, LLC f/k/a Hawaii Independent Energy, LLC (the “Company”), Par Petroleum, LLC (the “Guarantor”) and J. Aron & Company LLC (“Aron”) (each referred to individually as a “Party” and collectively, the “Parties”).

Par Pacific Holdings, Inc. – CONFIDENTIAL INFORMATION, MARKED BY BRACKETS AND ASTERISKS ([***]), IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. PURCHASE AND SALE AGREEMENT among TrailStone NA Oil & Refining Holdings, LLC as Seller, Par Petroleum, LLC as Buyer and solely for purposes of Section 6.1, Section 6.12, Section 6.18, Section 6.3(f), Section 6.24, Section 6.25, Section 6.27, Article I and Article XI, Par Pacific Holdings, Inc. dated as of November 26, 2018 (November 30th, 2018)

This Purchase and Sale Agreement dated as of November 26, 2018 (this “Agreement”) is made and entered into by and among TrailStone NA Oil & Refining Holdings, LLC, a Delaware limited liability company (“Seller”), Par Petroleum, LLC, a Delaware limited liability company (“Buyer”), and, solely for purposes of Section 6.1, Section 6.3(f), Section 6.12, Section 6.18, Section 6.24, Section 6.25, Section 6.27, Article I and Article XI, Par Pacific Holdings, Inc., a Delaware corporation (“Buyer Parent”).

Par Pacific Holdings, Inc. – Forward‐Looking Statements / Disclaimers The information contained in this presentation has been prepared to assist you in making your own evaluation of the company and does not purport to contain all of the information you may consider important. Any estimates or projections with respect to future performance have been provided to assist you in your evaluation but should not be relied upon as an accurate representation of future results. Certain statements, estimates and financial information contained in this presentation constitute forward‐looking statements. Such forward‐looking statements (November 27th, 2018)
Par Pacific Holdings, Inc. – Forward-Looking Statements / Disclaimers The information contained in this presentation has been prepared to assist you in making your own evaluation of the company and does not purport to contain all of the information you may consider important. Any estimates or projections with respect to future performance have been provided to assist you in your evaluation but should not be relied upon as an accurate representation of future results. Certain statements, estimates and financial information contained in this presentation constitute forward-‐looking statements. Such forward-looking statements (November 7th, 2018)
Par Pacific Holdings, Inc. – FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT FOR (November 7th, 2018)

This Fourth Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Laramie Energy, LLC, a Delaware limited liability company (f/k/a Piceance Energy, LLC) (the “Company”), dated as of October 18, 2018 (the “Effective Date”), is among the Members.

Par Pacific Holdings, Inc. – SECOND AMENDMENT AND LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT among (November 7th, 2018)

THIS SECOND AMENDMENT AND LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT (this “Second Amendment”), dated as of October 16, 2018, is by and among PAR PETROLEUM, LLC, a Delaware limited liability company (the “Company”), PAR HAWAII, INC., a Hawaii corporation (“PHI”), MID PAC PETROLEUM, LLC, a Delaware limited liability company (“Mid Pac”), HIE RETAIL, LLC, a Hawaii limited liability company (“HIE”), HERMES CONSOLIDATED, LLC (d/b/a Wyoming Refining Company), a Delaware limited liability company (“Hermes”), and WYOMING PIPELINE COMPANY LLC, a Wyoming limited liability company (“WPC” and collectively, with the Company, PHI, Mid Pac, HIE, and Hermes, "Borrowers"), the Guarantors party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacity, “Agent”).

Par Pacific Holdings, Inc. – CONFIDENTIAL INFORMATION, MARKED BY BRACKETS AND ASTERISKS ([***]), IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. TOPPING UNIT PURCHASE AGREEMENT BY AND AMONG IES DOWNSTREAM, LLC, EAGLE ISLAND, LLC AND PAR HAWAII REFINING, LLC AND FOR THE LIMITED PURPOSES SET FORTH HEREIN PAR PACIFIC HOLDINGS, INC. DATED AS OF AUGUST 29, 2018 (November 7th, 2018)

THIS TOPPING UNIT PURCHASE AGREEMENT is entered into as of August 29, 2018 (this “Agreement”), by and among IES Downstream, LLC, a Delaware limited liability company (“Seller”), Eagle Island, LLC, a Delaware limited liability company (the “Company”), Par Hawaii Refining, LLC, a Hawaii limited liability company (“Purchaser”), and, for the limited purposes set forth herein, Par Pacific Holdings, Inc., a Delaware corporation (“Issuer”). The Seller and Purchaser shall each be referred to in this Agreement as a “Party”, and collectively as the “Parties”. Capitalized terms that are used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in ARTICLE XIII.

Par Pacific Holdings, Inc. – UNIT PURCHASE AGREEMENT (November 7th, 2018)

THIS UNIT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2018, by and among Laramie Energy, LLC, a Delaware limited liability company (the “Company”), EnCap Energy Capital Fund VI, L.P., a Texas limited partnership (“Fund VI”), and EnCap Energy VI-B Acquisitions, L.P., a Texas limited partnership (“Fund VI-B”, and together with Fund VI, “Sellers”, and each, a “Seller”).

Par Pacific Holdings, Inc. – Forward-Looking Statements / Disclaimers The information contained in this presentation has been prepared to assist you in making your own evaluation of the company and does not purport to contain all of the information you may consider important. Any estimates or projections with respect to future performance have been provided to assist you in your evaluation but should not be relied upon as an accurate representation of future results. Certain statements, estimates and financial information contained in this presentation constitute forward-‐looking statements. Such forward-looking statements (August 8th, 2018)
Par Pacific Holdings, Inc. – INCREASE AGREEMENT (July 27th, 2018)

THIS INCREASE AGREEMENT, dated as of July 24, 2018 (this “Agreement”), by and among the institution set forth on Schedule 1 hereto (the “Incremental Lender”), PAR PETROLEUM, LLC, a Delaware limited liability company (the “Company”), PAR HAWAII, INC., a Hawaii corporation (“PHI”), MID PAC PETROLEUM, LLC, a Delaware limited liability company (“Mid Pac”), HIE RETAIL, LLC, a Hawaii limited liability company (“HIE”), HERMES CONSOLIDATED, LLC (d/b/a Wyoming Refining Company), a Delaware limited liability company (“Hermes”), and WYOMING PIPELINE COMPANY LLC, a Wyoming limited liability company (“WPC”, and together with the Company, PHI, Mid Pac, HIE, and Hermes, collectively, the “Borrowers”) and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”).

Par Pacific Holdings, Inc. – SECOND AMENDED AND RESTATED PAR PACIFIC HOLDINGS, INC. 2012 LONG TERM INCENTIVE PLAN (Second Restatement Effective as of February 27, 2018) (May 18th, 2018)

The Par Pacific Holdings, Inc. 2012 Long Term Incentive Plan (formerly, the Par Petroleum Corporation 2012 Long Term Incentive Plan) (the “Plan”) was established and adopted by the Board effective as of December 20, 2012 (the “Effective Date”) and amended effective as of November 4, 2015. The Plan, as amended and restated, was subsequently adopted by the Board effective as of February 16, 2016, subject to stockholder approval on the earlier of the next stockholder’s meeting following the effective date of such restatement or within twelve (12) months following the effective date of the restatement.

Par Pacific Holdings, Inc. – PAR PACIFIC HOLDINGS, INC. 2018 EMPLOYEE STOCK PURCHASE PLAN APPROVED BY THE BOARD OF DIRECTORS - FEBRUARY 27, 2018 APPROVED BY STOCKHOLDERS – MAY 8, 2018 (May 18th, 2018)
Par Pacific Holdings, Inc. – FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (May 10th, 2018)

This First Amendment to Asset Purchase Agreement (this “Amendment”) is entered into and dated as of March 23, 2018 (the “Execution Date”), by and among CHS Inc., a Minnesota cooperative corporation (“Seller”), and Par Hawaii, Inc., a Hawaii corporation (“Buyer”). Each of Seller and Buyer are referred to in this Amendment singularly as a “Party” and, collectively, as the “Parties.”

Par Pacific Holdings, Inc. – FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT among (May 10th, 2018)

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “First Amendment”), dated as of April 3, 2018, is by and among PAR PETROLEUM, LLC, a Delaware limited liability company (the “Company”), PAR HAWAII, INC., a Hawaii corporation (“PHI”), MID PAC PETROLEUM, LLC, a Delaware limited liability company (“Mid Pac”), HIE RETAIL, LLC, a Hawaii limited liability company (“HIE”), HERMES CONSOLIDATED, LLC (d/b/a Wyoming Refining Company), a Delaware limited liability company (“Hermes”), and WYOMING PIPELINE COMPANY LLC, a Wyoming limited liability company (“WPC” and collectively, with the Company, PHI, Mid Pac, HIE, and Hermes, "Borrowers"), the Guarantors party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacity, “Agent”).

Par Pacific Holdings, Inc. – ASSET PURCHASE AGREEMENTby and among CHS INC. as Seller, PAR HAWAII, INC., as Buyer and Solely for purposes of Section 4.10, PAR PACIFIC HOLDINGS, INC., as Buyer Parent Dated as of January 9, 2018 (May 10th, 2018)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into and dated effective as of January 9, 2018 (the “Effective Date”) by and among CHS Inc., a Minnesota cooperative corporation (“Seller”), Par Hawaii, Inc., a Hawaii corporation (“Buyer”), and solely for purposes of Section 4.10, Par Pacific Holdings, Inc., a Delaware corporation (“Buyer Parent”). Capitalized terms used but not defined in the context of the Sections in which such terms appear shall have the meanings ascribed to such terms in Article 9.

Par Pacific Holdings, Inc. – Forward-Looking Statements / Disclaimers The information contained in this presentation has been prepared to assist you in making your own evaluation of the company and does not purport to contain all of the information you may consider important. Any estimates or projections with respect to future performance have been provided to assist you in your evaluation but should not be relied upon as an accurate representation of future results. Certain statements, estimates and financial information contained in this presentation constitute forward-‐looking statements. Such forward-looking statements (May 10th, 2018)
Par Pacific Holdings, Inc. – Investor Presentation March 2018 (March 27th, 2018)
Par Pacific Holdings, Inc. – NEWS RELEASE (February 14th, 2018)

HOUSTON, February 14, 2018 – Par Pacific Holdings, Inc. (NYSE: PARR) (“Par Pacific”) today announced its common stock has been approved for listing on the New York Stock Exchange (NYSE). Par Pacific’s common stock is expected to begin trading on the NYSE under its current symbol "PARR" beginning on February 20, 2018.

Par Pacific Holdings, Inc. – NEWS RELEASE (January 9th, 2018)

HOUSTON, January 9, 2018 - Par Pacific Holdings, Inc. (NYSE American: PARR) (“Par Pacific”) announced today that a wholly-owned subsidiary of Par Petroleum, LLC entered into a definitive agreement to acquire 33 Cenex® Zip Trip convenience stores from CHS Inc. for approximately $70 million plus the agreed value of inventory at closing. Par Pacific anticipates Adjusted EBITDA from the acquired stores to be approximately $7.0 to $7.5 million in the first full year of operations. The transaction is expected to close in the first quarter of 2018, subject to customary closing conditions and other approvals.

Par Pacific Holdings, Inc. – PAR PETROLEUM, LLC PAR PETROLEUM FINANCE CORP. PAR PACIFIC HOLDINGS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 7.750% SENIOR SECURED NOTES DUE 2025 INDENTURE Dated as of December 21, 2017 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee (December 22nd, 2017)

INDENTURE dated as of December 21, 2017 among PAR PETROLEUM, LLC, a Delaware limited liability company (the “Company”), PAR PETROLEUM FINANCE CORP., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), PAR PACIFIC HOLDINGS, INC., a Delaware corporation (the “Parent”) for the limited purposes set forth in Section 11.06, the Guarantors (as defined), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral trustee (the “Collateral Trustee”).

Par Pacific Holdings, Inc. – PAR PACIFIC HOLDINGS ANNOUNCES CLOSING OF SENIOR SECURED NOTES OFFERING AND ENTRY INTO ABL CREDIT FACILITY (December 22nd, 2017)

HOUSTON, December 21, 2017 – Par Pacific Holdings, Inc. (NYSE American: PARR) (“Par Pacific” or the “Company”) today announced that Par Petroleum, LLC (“Par Petroleum”) and Par Petroleum Finance Corp. (“Finance Corp.” and together with Par Petroleum, the “Issuers”), both wholly-owned subsidiaries of the Company, closed their private offering of $300 million aggregate principal amount of 7.750% senior secured notes due 2025 (the “notes”).