EX-10.1


 Exhibit 10.1 

TERMINATION OF STOCKHOLDERS AGREEMENT 

THIS TERMINATION (the “Termination”) OF STOCKHOLDERS AGREEMENT is made and entered
into as of this 10th day of April, 2015 (the “Effective Date”), by and among Par Petroleum Corporation, a Delaware corporation (the “Company”), and
certain holders of the Company’s common stock, $.01 par value per share (“Common Stock”) listed on the signature pages hereto.  

RECITALS: 

WHEREAS, pursuant to Section 6.8 of the Stockholders Agreement dated August 31, 2012 (as amended to date, the
“Stockholders Agreement”), by and among the Company, certain holders of the Common Stock listed on Schedule A thereto (the “Key Holders”), and any subsequent investors, or transferees, who
become parties thereto as “Investors” pursuant to Sections 6.1 and 6.2 of the Stockholders Agreement (the “Investors,” and together collectively with the Key Holders, the
“Stockholders”), the Stockholders Agreement may be terminated by the Company with the approval of the board of directors (the “Board”) of the Company and the holders of sixty-seven percent
(67%) of the Shares (as defined in the Stockholders Agreement) then held by the Key Holders; and 
 WHEREAS, the Company
and the Key Holders listed on the signature pages hereto, which together hold at least sixty-seven percent (67%) of the Shares currently held by the Key Holders, desire to terminate the Stockholders Agreement as of the Effective Date. 

NOW, THEREFORE, the parties hereto agree to terminate the Stockholders Agreement as follows: 

I. Termination of the Stockholders Agreement: The Company and the Key Holders listed on the signature pages hereto hereby
irrevocably terminate and cancel the Stockholders Agreement as of the Effective Date pursuant to Section 6.8 thereof. As of the Effective Date, the Stockholders Agreement shall be null and void and of no further force and effect and the Company
and all Stockholders are relieved of any and all further obligations that they may have under the Stockholders Agreement. 
 II.
General Provisions 
 1. Governing Law. This Termination is governed by and construed in accordance with the General
Corporation Law and the internal laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware. 

2. Conditions. This Termination shall be effective once it has been executed by the Company and each of the Key Holders listed on the
signature pages hereto. 






 3. Counterparts. This Termination may be executed in several counterparts (including by
facsimile, .pdf or other electronic transmission), each of which shall be deemed an original and all of which together constitute one and the same instrument. 

[Signature appears on following page] 

  
 2 







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

			
	COMPANY
	
	PAR PETROLEUM CORPORATION
		
	By:		 /s/ Brice Tarzwell

	Name:		Brice Tarzwell
	Title:		 Senior Vice President & Chief Legal

Officer

	
	 KEY HOLDERS

	
	ZELL CREDIT OPPORTUNITIES MASTER FUND, L.P.
	
	BY: Chai Trust Company, LLC, General Partner
		
	By:		 /s/ Jon Wasserman

	Name:		Jon Wasserman
	Title:		Vice President
	
	ZCOF PAR PETROLEUM HOLDINGS, LLC
		
	By:		 /s/ Jon Wasserman

	Name:		Jon Wasserman
	Title:		Vice President
	
	WATERSTONE OFFSHORE ER FUND, LTD
		
	By:		Waterstone Capital Management, L.P.
		
	By:		  

	Name:		  

	Title:		  




  

[SIGNATURE PAGE TO TERMINATION OF STOCKHOLDERS
AGREEMENT] 







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

	Name:		  

	Title:		  

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

	Name:		  

	Title:		  

	
	PANDORA SELECT PARTNERS, LP
		
	By:		Pandora Select Advisors, LLC
			its General Partner
		
	By:		Whitebox Advisors, LLC
			its Managing Partner
		
	By:		 /s/ Mark Strefling

	Name:		 Mark Strefling

	Title:		 General Counsel & Chief Operating Officer

			 Whitebox Advisors LLC




  

[SIGNATURE PAGE TO TERMINATION OF STOCKHOLDERS
AGREEMENT] 







 
			
	WHITEBOX MULTI-STRATEGY PARTNERS, LP
		
	By:		Whitebox Multi-Strategy Advisors, LLC
			its General Partner
		
	By:		Whitebox Advisors, LLC
			its Managing Partner
		
	By:		 /s/ Mark Strefling

	Name:		Mark Strefling
	Title:		General Counsel & Chief Operating Officer
			Whitebox Advisors LLC
	
	WHITEBOX CREDIT ARBITRAGE PARTNERS, LP
		
	By:		Whitebox Credit Arbitrage Advisors,
			LLC
			its General Partner
		
	By:		Whitebox Advisors, LLC
			its Managing Partner
		
	By:		 /s/ Mark Strefling

	Name:		Mark Strefling
	Title:		General Counsel & Chief Operating Officer
			Whitebox Advisors LLC
	
	WHITEBOX CONCENTRATED CONVERTIBLE ARBITRAGE PARTNERS, LP
		
	By:		Whitebox Advisors, LLC
			its Managing Partner
		
	By:		 /s/ Mark Strefling

	Name:		Mark Strefling
	Title:		General Counsel & Chief Operating Officer
			Whitebox Advisors LLC



  

[SIGNATURE PAGE TO TERMINATION OF STOCKHOLDERS
AGREEMENT] 








			
	WHITEBOX ASYMMETRIC PARTNERS, LP
		
	By:		Whitebox Asymmetric Advisors, LLC
			its General Partner
		
	By:		Whitebox Advisors, LLC
			its Managing Partner
		
	By:		 /s/ Mark Strefling

	Name:		 Mark Strefling

	Title:		 General Counsel & Chief Operating Officer

			 Whitebox Advisors LLC




  

[SIGNATURE PAGE TO TERMINATION OF STOCKHOLDERS
AGREEMENT]