|        |
|--------|
|        |
|   |

|        |
|--------|
|        |  |
| ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

|        |
|--------|
|        |  |
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

|                                 |
|---------------------------------|
|                                 |  |
| Delaware                        | 84-1060803 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization)  | Identification No.) |

|                                          |
|------------------------------------------|
|                                          |  |
| 800 Gessner Road, Suite 875              |   |
| Houston, Texas                           | 77024 |
| (Address of principal executive offices) | (Zip Code) |

|                                         |
|-----------------------------------------|
|                                         |  |  |
| Title of each class                     |   | Name of Exchange on which registered |
| Common stock, par value $0.01 per share |   | NYSE MKT LLC |

|  |
|--|
|  |
|  |

|                                   |
|-----------------------------------|
|                                   |  |  |  |  |
| Large accelerated filer | ¨ |   | Accelerated filer | ý |
| Non-accelerated filer             | ¨ | (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |

|        |
|--------|
|        |
|   |

----

|                                                                                                          |
|----------------------------------------------------------------------------------------------------------|
|                                                                                                          |  |
|                                                                                                     | PAGE |
|                                                                                                     |   |
| EXPLANATORY NOTE                                                                                         | 1 |
| PART II                                                                                                  |
|                                                                                                     |   |
| Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 1 |
|                                                                                                     |   |
| PART IV                                                                                                  |
|                                                                                                     |   |
| Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES                                                    | 25 |

----

----

----

----

|                                                   |
|---------------------------------------------------|
|                                                   |  |  |  |  |  |  |  |  |  |  |  |
|                                              | Year Ended December 31, |
|                                              | 2015 |   | 2014 |   | 2013 |
| Revenues                                          | $ | 2,066,337 |  |   | $ | 3,108,025 |  |   | $ | 886,014 |  |
| Cost of revenues (excluding depreciation)         | 1,787,368 |  |   | 2,937,472 |  |   | 857,066 |  |
| Operating expense (excluding depreciation)        | 141,621 |  |   | 146,573 |  |   | 32,927 |  |
| Depreciation, depletion and amortization          | 19,918 |  |   | 14,897 |  |   | 5,982 |  |
| Impairment expense                                | 9,639 |  |   | — |  |   | — |  |
| (Gain) loss on sale of assets, net                | — |  |   | 624 |  |   | (50 | ) |
| Trust litigation and settlements                  | — |  |   | — |  |   | 6,206 |  |
| General and administrative expense                | 44,271 |  |   | 34,304 |  |   | 21,494 |  |
| Acquisition and integration expense               | 2,006 |  |   | 11,687 |  |   | 9,794 |  |
| Total operating expenses                          | 2,004,823 |  |   | 3,145,557 |  |  | 933,419 |  |
| Operating income (loss)                           | 61,514 |  |   | (37,532 | ) |  | (47,405 | ) |
| Other income (expense)                            |  |  |   |   |   |  |  |
| Interest expense and financing costs, net         | (20,156 | ) |   | (17,995 | ) |   | (13,285 | ) |
| Loss on termination of financing agreements       | (19,669 | ) |   | (1,788 | ) |   | (6,141 | ) |
| Other income (expense), net                       | (291 | ) |   | (312 | ) |   | 758 |  |
| Change in value of common stock warrants          | (3,664 | ) |   | 4,433 |  |   | (10,159 | ) |
| Change in value of contingent consideration       | (18,450 | ) |   | 2,849 |  |   | — |  |
| Equity earnings (losses) from Laramie Energy, LLC | (55,983 | ) |   | 2,849 |  |   | (2,941 | ) |
| Total other expense, net                          | (118,213 | ) |   | (9,964 | ) |   | (31,768 | ) |
| Loss before income taxes                          | (56,699 | ) |   | (47,496 | ) |   | (79,173 | ) |
| Income tax benefit                                | 16,788 |  |   | 455 |  |   | — |  |
| Net loss                                          | $ | (39,911 | ) |   | $ | (47,041 | ) |   | $ | (79,173 | ) |

|                                            |
|--------------------------------------------|
|                                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| For the year ended December 31, 2015       |   | Refining |   | Logistics (1) |   | Retail |   | Texadian |   | Corporate, Eliminations and Other (2) |   | Total |
| Revenues                                   |   | $ | 1,895,662 |  |   | $ | 82,671 |  |   | $ | 283,507 |  |   | $ | 132,472 |  |   | $ | (327,975 | ) |   | $ | 2,066,337 |  |
| Costs of revenue (excluding depreciation)  |   | 1,718,729 |  |   | 48,660 |  |   | 215,194 |  |   | 134,780 |  |   | (329,995 | ) |   | 1,787,368 |  |
| Operating expense (excluding depreciation) |   | 95,588 |  |   | 5,433 |  |   | 35,317 |  |   | — |  |   | — |  |   | 136,338 |  |
| Lease operating expense                    |   | — |  |   | — |  |   | — |  |   | — |  |   | 5,283 |  |   | 5,283 |  |
| Depreciation, depletion and amortization   |   | 9,522 |  |   | 3,117 |  |   | 5,421 |  |   | 854 |  |   | 1,004 |  |   | 19,918 |  |
| Impairment expense                         |   | — |  |   | — |  |   | — |  |   | 9,639 |  |   | — |  |   | 9,639 |  |
| General and administrative expense         |   | — |  |   | — |  |   | — |  |   | — |  |   | 44,271 |  |   | 44,271 |  |
| Acquisition and integration expense        |   | — |  |   | — |  |   | — |  |   | — |  |   | 2,006 |  |   | 2,006 |  |
| Operating income (loss)                    |   | $ | 71,823 |  |   | $ | 25,461 |  |   | $ | 27,575 |  |   | $ | (12,801 | ) |   | $ | (50,544 | ) |   | $ | 61,514 |  |

----

|                                            |
|--------------------------------------------|
|                                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| For the year ended December 31, 2014       |   | Refining |   | Logistics (1) |   | Retail |   | Texadian |   | Corporate, Eliminations and Other (2) |   | Total |
| Revenues                                   |   | $ | 2,816,667 |  |   | $ | 70,457 |  |   | $ | 231,673 |  |   | $ | 189,160 |  |   | $ | (199,932 | ) |   | $ | 3,108,025 |  |
| Costs of revenue (excluding depreciation)  |   | 2,732,817 |  |   | 39,910 |  |   | 187,150 |  |   | 183,511 |  |   | (205,916 | ) |   | 2,937,472 |  |
| Operating expense (excluding depreciation) |   | 111,261 |  |   | 4,524 |  |   | 25,115 |  |   | — |  |   | — |  |   | 140,900 |  |
| Lease operating expense                    |   | — |  |   | — |  |   | — |  |   | — |  |   | 5,673 |  |   | 5,673 |  |
| Depreciation, depletion and amortization   |   | 6,008 |  |   | 1,881 |  |   | 2,353 |  |   | 2,018 |  |   | 2,637 |  |   | 14,897 |  |
| Loss on sale of assets, net                |   | — |  |   | — |  |   | — |  |   | — |  |   | 624 |  |   | 624 |  |
| General and administrative expense         |   | — |  |   | — |  |   | — |  |   | — |  |   | 34,304 |  |   | 34,304 |  |
| Acquisition and integration expense        |   | — |  |   | — |  |   | — |  |   | — |  |   | 11,687 |  |   | 11,687 |  |
| Operating income (loss)                    |   | $ | (33,419 | ) |   | $ | 24,142 |  |   | $ | 17,055 |  |   | $ | 3,631 |  |   | $ | (48,941 | ) |   | $ | (37,532 | ) |

|                                            |
|--------------------------------------------|
|                                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| For the year ended December 31, 2013       |   | Refining |   | Logistics (1) |   | Retail |   | Texadian |   | Corporate, Eliminations and Other (2) |   | Total |
| Revenues                                   |   | $ | 755,406 |  |   | $ | 19,798 |  |   | $ | 48,913 |  |   | $ | 100,149 |  |   | $ | (38,252 | ) |   | $ | 886,014 |  |
| Costs of revenue (excluding depreciation)  |   | 769,038 |  |   | 11,075 |  |   | 39,461 |  |   | 83,483 |  |   | (45,991 | ) |   | 857,066 |  |
| Operating expense (excluding depreciation) |   | 20,440 |  |   | 988 |  |   | 5,823 |  |   | — |  |   | — |  |   | 27,251 |  |
| Lease operating expense                    |   | — |  |   | — |  |   | — |  |   | — |  |   | 5,676 |  |   | 5,676 |  |
| Depreciation, depletion and amortization   |   | 1,222 |  |   | 468 |  |   | 577 |  |   | 2,009 |  |   | 1,706 |  |   | 5,982 |  |
| Gain on sale of assets, net                |   | — |  |   | — |  |   | — |  |   | — |  |   | (50 | ) |   | (50 | ) |
| Trust litigation and settlements           |   | — |  |   | — |  |   | — |  |   | — |  |   | 6,206 |  |   | 6,206 |  |
| General and administrative expense         |   | — |  |   | — |  |   | — |  |   | — |  |   | 21,494 |  |   | 21,494 |  |
| Acquisition and integration expense        |   | — |  |   | — |  |   | — |  |   | — |  |   | 9,794 |  |   | 9,794 |  |
| Operating (income) loss                    |   | $ | (35,294 | ) |   | $ | 7,267 |  |   | $ | 3,052 |  |   | $ | 14,657 |  |   | $ | (37,087 | ) |   | $ | (47,405 | ) |

|            |                                                                                                                  |
|------------|------------------------------------------------------------------------------------------------------------------|
| (1)   | Our logistics operations consist primarily of intercompany transactions which eliminate on a consolidated basis. |

|           |                                                                                                                                                                                                                                                                                       |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)  | Includes eliminations of intersegment revenues and cost of revenues (excluding depreciation) of $330.0 million, $205.9 million and $46.0 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively. |

----

|                                                                                                |
|------------------------------------------------------------------------------------------------|
|                                                                                                |  |  |  |  |  |  |  |  |  |  |  |
|                                                                                           | Year Ended December 31, |
|                                                                                           | 2015 |   | 2014 |   | 2013 |
| Refining segment                                                                               |   |   |   |   |   |
| Total Crude Oil Throughput (Mbpd)                                                              | 77.3 |  |   | 68.2 |  |   | 64.2 |  |
| Source of Crude Oil:                                                                           |   |   |   |   |   |
| North America                                                                                  | 47.7 | % |   | 48.8 | % |   | — | % |
| Asia                                                                                           | 33.0 | % |   | 1.3 | % |   | 35.9 | % |
| Africa                                                                                         | 8.3 | % |   | 3.7 | % |   | 15.8 | % |
| Latin America                                                                                  | 8.0 | % |   | 23.4 | % |   | 7.1 | % |
| Middle East                                                                                    | 2.1 | % |   | 22.8 | % |   | 41.2 | % |
| Europe                                                                                         | 0.9 | % |   | — | % |   | — | % |
| Total                                                                                          | 100.0 | % |   | 100.0 | % |   | 100.0 | % |
|                                                                                           |   |   |   |   |   |
| Yield (% of total throughput)                                                                  |   |   |   |   |   |
|      Gasoline and gasoline blendstocks                                | 26.2 | % |   | 24.5 | % |   | 26.6 | % |
|      Distillate                                                       | 44.1 | % |   | 38.9 | % |   | 49.0 | % |
|      Fuel oils                                                        | 22.0 | % |   | 30.7 | % |   | 21.3 | % |
|      Other products                                                   | 4.7 | % |   | 2.9 | % |   | 0.2 | % |
|           Total yield                        | 97.0 | % |   | 97.0 | % |   | 97.1 | % |
|                                                                                           |   |   |   |   |   |
| Refined product sales volume (Mbpd)                                                            |   |   |   |   |   |
|      On-island sales volume                                           | 62.4 |  |   | 53.9 |  |   | 60.1 |  |
|      Exports sale volume                                              | 14.4 |  |   | 15.2 |  |   | 5.9 |  |
|           Total refined product sales volume | 76.8 |  |   | 69.1 |  |   | 66.0 |  |
|                                                                                           |   |   |   |   |   |
| 4-1-2-1 Singapore Crack Spread (1)                                                             | $ | 6.88 |  |   | $ | 6.25 |  |   | $ | 5.59 |  |
| 4-1-2-1 Mid Pacific Crack Spread (1)                                                      | 8.31 |  |   | 7.16 |  |   | 7.33 |  |
| Mid Pacific Crude Oil Differential (2)                                                    | (1.50 | ) |   | (0.99 | ) |   | (2.04 | ) |
| Operating income (loss) per bbl ($/throughput bbl)                                             | 2.55 |  |   | (1.34 | ) |   | (5.98 | ) |
| Adjusted Gross Margin per bbl ($/throughput bbl) (3)                                      | 6.82 |  |   | 3.37 |  |   | (2.31 | ) |
| Production costs per barrel ($/throughput bbl) (4)                                        | 3.54 |  |   | 4.71 |  |   | 3.40 |  |
| DD&A per bbl ($/throughput bbl)                                                            | 0.34 |  |   | 0.24 |  |   | 0.21 |  |
|                                                                                           |   |   |   |   |   |
| Retail Segment                                                                                 |   |   |   |   |   |
| Retail sales volumes (thousands of gallons)                                                    | 80,649 |  |   | 49,484 |  |   | 10,274 |  |
|                                                                                           |   |   |   |   |   |
| Logistics Segment                                                                              |   |   |   |   |   |
| Pipeline throughput (Mbpd)                                                                     |   |   |   |   |   |
| Crude oil pipelines                                                                            | 77.7 |  |   | 68.2 |  |   | 63.9 |  |
| Refined product pipelines                                                                      | 68.9 |  |   | 61.5 |  |   | 58.1 |  |
| Total pipeline throughput                                                                      | 146.6 |  |   | 129.7 |  |   | 122.0 |  |

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1)  | The profitability of our Hawaii business is heavily influenced by crack spreads in both the Singapore and U.S. West Coast markets. These markets reflect the closest, liquid market alternatives to source refined products for Hawaii. We believe the Singapore 4-1-2-1 and Mid Pacific crack spreads (or four barrels of Brent crude converted into one barrel of gasoline, two barrels of distillate (diesel and jet fuel) and one barrel of fuel oil) best reflect a market indicator for our operations. The Mid Pacific crack spread is calculated using a ratio of 80% Singapore and 20% San Francisco indexes. |

----

|           |                                                                                                                                                                                                                            |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)  | Weighted average differentials, excluding shipping costs, of a blend of crudes with an API of 31.98 and sulfur weight percentage of 0.65% that is indicative of our typical crude oil mix quality compared to Brent crude. |

|           |                                                                                                                                                                            |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3)  | Please see discussion of  Adjusted Gross Margin below. We calculate Adjusted Gross Margin per barrel by dividing Adjusted Gross Margin by total refining throughput.  |

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (4)  | Management uses production costs per barrel to evaluate performance and compare efficiency to other companies in the industry. There are a variety of ways to calculate production costs per barrel; different companies within the industry calculate it in different ways. We calculate production costs per barrel by dividing all direct production costs, which include the costs to run the refinery including personnel costs, repair and maintenance costs, insurance, utilities and other miscellaneous costs, by total refining throughput.  Our production costs are included in Operating expense on our consolidated statement of operations, which also includes costs related to our bulk marketing operations. |

|                                            |
|--------------------------------------------|
|                                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| For the year ended December 31, 2015       | Refining |   | Logistics |   | Retail |   | Texadian |
| Operating income (loss)                    | $ | 71,823 |  |   | $ | 25,461 |  |   | $ | 27,575 |  |   | $ | (12,801 | ) |
| Operating expense (excluding depreciation) | 95,588 |  |   | 5,433 |  |   | 35,317 |  |   | — |  |
| Depreciation, depletion and amortization   | 9,522 |  |   | 3,117 |  |   | 5,421 |  |   | 854 |  |
| Impairment expense                         | — |  |   | — |  |   | — |  |   | 9,639 |  |
| Inventory valuation adjustment             | 5,178 |  |   | — |  |   | — |  |   | 1,510 |  |
| Unrealized loss on derivatives             | 10,284 |  |   | — |  |   | — |  |   | 612 |  |
| Adjusted Gross Margin                      | $ | 192,395 |  |   | $ | 34,011 |  |   | $ | 68,313 |  |   | $ | (186 | ) |

----

|                                            |
|--------------------------------------------|
|                                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| For the year ended December 31, 2014       | Refining |   | Logistics |   | Retail |   | Texadian |
| Operating income (loss)                    | $ | (33,419 | ) |   | $ | 24,142 |  |   | $ | 17,055 |  |   | $ | 3,631 |  |
| Operating expense (excluding depreciation) | 111,261 |  |   | 4,524 |  |   | 25,115 |  |   | — |  |
| Depreciation, depletion and amortization   | 6,008 |  |   | 1,881 |  |   | 2,353 |  |   | 2,018 |  |
| Inventory valuation adjustment             | — |  |   | — |  |   | — |  |   | 2,444 |  |
| Unrealized loss (gain) on derivatives      | — |  |   | — |  |   | — |  |   | (1,015 | ) |
| Adjusted Gross Margin                      | $ | 83,850 |  |   | $ | 30,547 |  |   | $ | 44,523 |  |   | $ | 7,078 |  |

|                                            |
|--------------------------------------------|
|                                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| For the year ended December 31, 2013       | Refining |   | Logistics |   | Retail |   | Texadian |
| Operating income (loss)                    | $ | (35,294 | ) |   | $ | 7,267 |  |   | $ | 3,052 |  |   | $ | 14,657 |  |
| Operating expense (excluding depreciation) | 20,440 |  |   | 988 |  |   | 5,823 |  |   | — |  |
| Depreciation, depletion and amortization   | 1,222 |  |   | 468 |  |   | 577 |  |   | 2,009 |  |
| Adjusted Gross Margin                      | $ | (13,632 | ) |   | $ | 8,723 |  |   | $ | 9,452 |  |   | $ | 16,666 |  |

|         |                                                                                                                          |
|---------|--------------------------------------------------------------------------------------------------------------------------|
| • | The financial performance of our assets without regard to financing methods, capital structure or historical cost basis; |

|         |                                                                                     |
|---------|-------------------------------------------------------------------------------------|
| • | The ability of our assets to generate cash to pay interest on our indebtedness; and |

|         |                                                                                                                                                    |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Our operating performance and return on invested capital as compared to other companies without regard to financing methods and capital structure. |

----

|                                                           |
|-----------------------------------------------------------|
|                                                           |  |  |  |  |  |  |  |  |  |  |  |
|                                                           | Year Ended December 31, |
|                                                           | 2015 |   | 2014 |   | 2013 |
| Net loss                                                  | $ | (39,911 | ) |   | $ | (47,041 | ) |   | $ | (79,173 | ) |
| Gain (loss) on sale of assets, net                        | — |  |   | 624 |  |   | (50 | ) |
| Inventory valuation adjustment                            | 6,689 |  |   | 2,444 |  |   | — |  |
| Unrealized (gain) loss on derivatives                     | 10,896 |  |   | (1,015 | ) |   | — |  |
| Acquisition and integration expense                       | 2,006 |  |   | 11,687 |  |   | 9,794 |  |
| Release of valuation allowance due to Mid Pac acquisition | (16,759 | ) |   | — |  |   | — |  |
| Loss on termination of financing agreements               | 19,669 |  |   | 1,788 |  |   | 6,141 |  |
| Change in value of common stock warrants                  | 3,664 |  |   | (4,433 | ) |   | 10,159 |  |
| Change in value of contingent consideration               | 18,450 |  |   | (2,849 | ) |   | — |  |
| Impairment expense                                        | 9,639 |  |   | — |  |   | — |  |
| Adjusted Net Income (Loss)                                | 14,343 |  |   | (38,795 | ) |   | (53,129 | ) |
| Depreciation, depletion and amortization                  | 19,918 |  |   | 14,897 |  |   | 5,982 |  |
| Interest expense and financing costs, net                 | 20,156 |  |   | 17,995 |  |   | 13,285 |  |
| Equity (earnings) losses from Laramie Energy, LLC         | 55,983 |  |   | (2,849 | ) |   | 2,941 |  |
| Income tax benefit                                        | (29 | ) |   | (455 | ) |   | — |  |
| Adjusted EBITDA                                           | $ | 110,371 |  |   | $ | (9,207 | ) |   | $ | (30,921 | ) |

----

----

----

----

----

----

|                                                    |
|----------------------------------------------------|
|                                                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| February 26, 2016                                  |   | Par Hawaii Refining |   | HIE Retail |   | Mid Pac |   | KeyBank Credit Agreement |   | Texadian |   | Corporate and Other |   | Total |
| Cash and cash equivalents                          |   | $ | 49,108 |  |   | $ | 10,567 |  |   | $ | 10,090 |  |   | $ | — |  |   | $ | 18,088 |  |   | $ | 31,242 |  |   | $ | 119,095 |  |
| Revolver availability                              |   | — |  |   | — |  |   | — |  |   | 5,000 |  |   | — |  |   | — |  |   | $ | 5,000 |  |
| Deferred Payment Arrangement availability (1) |   | 51,035 |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | 51,035 |  |
| Total available liquidity                          |   | $ | 100,143 |  |   | $ | 10,567 |  |   | $ | 10,090 |  |   | $ | 5,000 |  |   | $ | 18,088 |  |   | $ | 31,242 |  |   | $ | 175,130 |  |

|                                                    |
|----------------------------------------------------|
|                                                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| December 31, 2015                                  |   | Par Hawaii Refining |   | HIE Retail |   | Mid Pac |   | KeyBank Credit Agreement |   | Texadian |   | Corporate and Other |   | Total |
| Cash and cash equivalents                          |   | $ | 46,041 |  |   | $ | 7,178 |  |   | $ | 7,113 |  |   | $ | — |  |   | $ | 16,433 |  |   | $ | 91,023 |  |   | $ | 167,788 |  |
| Revolver availability                              |   | — |  |   | — |  |   | — |  |   | 5,000 |  |   | 28,125 |  |   | — |  |   | 33,125 |  |
| Deferred Payment Arrangement availability (1) |   | 28,281 |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | 28,281 |  |
| Total available liquidity                          |   | $ | 74,322 |  |   | $ | 7,178 |  |   | $ | 7,113 |  |   | $ | 5,000 |  |   | $ | 44,558 |  |   | $ | 91,023 |  |   | $ | 229,194 |  |

----

----

|                                                     |
|-----------------------------------------------------|
|                                                     |  |  |  |  |  |  |  |  |  |  |  |
|                                                | Years Ended December 31, |
|                                                | 2015 |   | 2014 |   | 2013 |
| Net cash provided by (used in) operating activities | $ | 132,358 |  |   | $ | (54,604 | ) |   | $ | (35,677 | ) |
| Net cash used in investing activities               | (114,205 | ) |   | (24,299 | ) |   | (564,500 | ) |
| Net cash provided by financing activities           | 60,425 |  |   | 130,052 |  |   | 632,053 |  |

----

|                                            |
|--------------------------------------------|
|                                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                       |   | Total |   | Less than 1 Year |   | 1 - 3 Years |   | 3 - 5 Years |   | More than 5 Years |
|                                       |   | (in thousands) |
| Long-term debt (including current portion) |   | $ | 171,349 |  |   | $ | 12,230 |  |   | $ | 82,119 |  |   | $ | 22,000 |  |   | $ | 55,000 |  |
| Interest payments on debt                  |   | 32,455 |  |   | 8,826 |  |   | 16,590 |  |   | 4,548 |  |   | 2,491 |  |
| Operating leases                           |   | 98,924 |  |   | 27,443 |  |   | 31,133 |  |   | 16,156 |  |   | 24,192 |  |
| Capital leases                             |   | 2,395 |  |   | 712 |  |   | 1,250 |  |   | 433 |  |   | — |  |
| Purchase commitments                       |   | 201,009 |  |   | 199,636 |  |   | 1,298 |  |   | 75 |  |   | — |  |
| Laramie Energy equity commitment           |   | 55,000 |  |   | 55,000 |  |   | — |  |   | — |  |   | — |  |

----

----

----

----

|                               |
|-------------------------------|
|                               |  |  |  |
| 2016                          | $ | 27,443 |  |
| 2017                          | 18,269 |  |
| 2018                          | 12,864 |  |
| 2019                          | 10,351 |  |
| 2020                          | 5,805 |  |
| Thereafter                    | 24,192 |  |
| Total minimum rental payments | $ | 98,924 |  |

|                                   |
|-----------------------------------|
|                                   |  |  |  |
| 2016                              | $ | 712 |  |
| 2017                              | 672 |  |
| 2018                              | 578 |  |
| 2019                              | 433 |  |
| 2020                              | — |  |
| Thereafter                        | — |  |
| Total minimum lease payments      | $ | 2,395 |  |
| Less amount representing interest | 308 |  |
| Total minimum rental payments     | $ | 2,087 |  |

----

----

----

|        |
|--------|
|        |  |
| 2.1    | Third Amended Joint Chapter 11 Plan of Reorganization of Delta Petroleum Corporation and Its Debtor Affiliates dated August 13, 2012. Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on September 7, 2012. |
|   |   |
| 2.2    | Contribution Agreement, dated as of June 4, 2012, among Piceance Energy, LLC, Laramie Energy, LLC and the Company. Incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed on June 8, 2012. |
|   |   |
| 2.3    | Purchase and Sale Agreement dated as of December 31, 2012, by and among the Company, SEACOR Energy Holdings Inc., SEACOR Holdings Inc. and Gateway Terminals LLC. Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on January 3, 2013. |
|   |   |
| 2.4    | Membership Interest Purchase Agreement dated as of June17, 2013, by and among Tesoro Corporation, Tesoro Hawaii, LLC and Hawaii Pacific Energy, LLC Incorporated by reference to Exhibit 2.4 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, filed on August 14, 2013. |
|   |   |
| 2.5    | Agreement and Plan of Merger dated as of June 2, 2014, by and among the Company, Bogey, Inc., Koko’oha Investments, Inc. and Bill D. Mills, in his capacity as the Shareholders’ Representative. Incorporated by reference to Exhibit 2.5 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014, filed on August 11, 2014. |
|   |   |
| 2.6    | Amendment to Agreement and Plan of Merger dated as of September 9, 2014, by and among the Company, Bogey, Inc., Koko’oha Investments, Inc. and Bill D. Mills, in his capacity as the shareholders’ representative. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 10, 2014. |
|   |   |
| 2.7    | Second Amendment to Agreement and Plan of Merger dated as of December 31, 2014, by and among Par Petroleum Corporation, Bogey, Inc., Koko'oha Investments, Inc. and Bill D. Mills, in his capacity as the shareholder's representative. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 7, 2015. |
|   |   |
| 2.8    | Third Amendment to Agreement and Plan of Merger dated as of March 31, 2015, by and among the Company, Bogey, Inc., Koko’oha Investments, Inc. and Bill D. Mills, in his capacity as the shareholders’ representative. Incorporated by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K filed on April 2, 2015.   |
|   |   |
| 3.1    | Restated Certificate of Incorporation of the Company dated October 20, 2015. Incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on October 20, 2015. |
|   |   |
| 3.2    | Second Amended and Restated Bylaws of the Company dated October 20, 2015. Incorporated by reference to Exhibit 3.3 to the Company's Current Report on Form 8-K filed on October 20, 2015. |
|   |   |
| 4.1    | Form of the Company's Common Stock Certificate. Incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K filed on March 31, 2014. |
|   |   |
| 4.2    | Registration Rights Agreement effective as of August 31, 2012, by and among the Company, Zell Credit Opportunities Master Fund, L.P., Waterstone Capital Management, L.P., Pandora Select Partners, LP, Iam Mini-Fund 14 Limited, Whitebox Multi-Strategy Partners, LP, Whitebox Credit Arbitrage Partners, LP, HFR RVA Combined Master Trust, Whitebox Concentrated Convertible Arbitrage Partners, LP and Whitebox Asymmetric Partners, LP. Incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on September 7, 2012. |
|   |   |
| 4.3    | Warrant Issuance Agreement dated as of August 31, 2012, by and among the Company and WB Delta, Ltd., 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, ZCOF Par Petroleum Holdings, L.L.C. and Highbridge International, LLC. Incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on September 7, 2012. |
|   |   |

----

|        |
|--------|
|        |  |
| 4.4    | Form of Common Stock Purchase Warrant dated as of June 4, 2012. Incorporated by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed on September 7, 2012. |
|   |   |
| 4.5    | Par Petroleum Corporation 2012 Long Term Incentive Plan. Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 filed on December 21, 2012. |
|   |   |
| 4.6    | Registration Rights Agreement dated as of September 25, 2013, by and among the Company and the Purchasers party thereto. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on September 27, 2013. |
|   |   |
| 4.7    | Form of Par Petroleum Corporation Shareholder Subscription Rights Certificate. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on July 22, 2014. |
|   |   |
| 4.8    | Stockholders Agreement dated April 10, 2015. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 13, 2015. |
| 4.9    | Amendment to Par Pacific Holdings, Inc. 2012 Long Term Incentive Plan. * |
|   |   |
| 10.1   | Delayed Draw Term Loan and Bridge Loan Credit Agreement dated as of July 11, 2014, by and among the Company, the Guarantors party thereto, the Lenders party thereto and Jefferies Finance LLC, as administrative agent for the Lenders. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 14, 2014. |
|   |   |
| 10.2   | First Amendment to Delayed Draw Term Loan and Bridge Loan Credit Agreement dated as of July 28, 2014, by and among the Company, the Guarantors party thereto, the Lenders party thereto and Jefferies Finance LLC, as administrative agent for the Lenders. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 28, 2014. |
|   |   |
| 10.3   | Second Amendment to Delayed Draw Term Loan and Bridge Loan Credit Agreement dated as of September 10, 2014, by and among the Company, the Guarantors party thereto, the Lenders party thereto and Jefferies Finance LLC, as administrative agent for the Lenders. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 10, 2014. |
|   |   |
| 10.4   | Third Amended and Restated Limited Liability Company Agreement of Laramie Energy, LLC dated February 22, 2016, by and among Laramie Energy II, LLC, Par Piceance Energy Equity LLC and the other members party thereto. * |
|   |   |
| 10.5   | Credit Agreement dated as of June 4, 2012 among Piceance Energy, LLC, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent and Wells Fargo Bank, National Association, as syndication agent. Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 7, 2012. |
|   |   |
| 10.6   | First Amendment to Credit Agreement dated August 31, 2012, by and among Piceance Energy, LLC, the financial institutions party thereto and JPMorgan Chase Bank, N.A. Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 7, 2012. |
|   |   |
| 10.7   | Delta Petroleum General Recovery Trust Agreement dated August 27, 2012, by and among the company, DPCA LLC, Delta Exploration company, Inc., Delta Pipeline, LLC, DLC, Inc., CEC, Inc., Castle Texas Production Limited. Partnership, Amber Resources company of Colorado, Castle Exploration company, Inc. and John T. Young. Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on September 7, 2012. |
|   |   |
| 10.8   | Pledge Agreement dated August 31, 2012, by Par Piceance Energy Equity LLC in favor of Jefferies Finance LLC. Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on September 7, 2012. |
|   |   |
| 10.9   | Intercreditor Agreement dated August 31, 2012, by and among JP Morgan Chase Bank, N.A., as administrative agent for the First Priority Secured Parties (as defined therein), Jefferies Finance LLC, as administrative agent for the Second Priority Secured Parties (as defined therein), the Company and Par Piceance Energy Equity LLC. Incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on September 7, 2012. |
|   |   |
| 10.10  | Pledge and Security Agreement, dated August 31, 2012, by the company and certain of its subsidiaries in favor of Jefferies Finance LLC. Incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on September 7, 2012. |
|   |   |
| 10.11  | Form of Indemnification Agreement between the company and its Directors and Executive Officers. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 19, 2012.*** |

----

|        |
|--------|
|        |  |
| 10.12  | Letter Agreement dated as of September 17, 2013 but effective as of January 1, 2013, by and between Equity Group Investments and the company. Incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2013. |
|   |   |
| 10.13  | Framework Agreement dated as of September 25, 2013, by and among Hawaii Pacific Energy, LLC, Tesoro Hawaii, LLC and Barclays Bank PLC. Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 8-K filed on September 27, 2013. |
|   |   |
| 10.14  | Storage and Services Agreement dated as of September 25, 2013, by and among Tesoro Hawaii, LLC and Barclays Bank PLC. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 27, 2013. |
|   |   |
| 10.15  | Agency and Advisory Agreement dated as of September 25, 2013, by and among Tesoro Hawaii, LLC and Barclays Bank PLC. Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 27, 2013. |
|   |   |
| 10.16  | Inventory First Lien Security Agreement dated as of September 25, 2013, by and among Tesoro Hawaii, LLC and Wells Fargo Bank, N.A, as inventory collateral agent. Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 27, 2013. |
|   |   |
| 10.17  | First Lien Mortgage dated as of September 25, 2013, by and among Tesoro Hawaii, LLC and Wells Fargo Bank, N.A, as inventory collateral agent. Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on September 27, 2013. |
|   |   |
| 10.18  | Intercreditor Agreement dated as of September 25, 2013, by and among Barclays Bank PLC, Wells Fargo Bank, N.A, as inventory collateral agent, Deutsche Bank AG New York Branch, as ABL loan collateral agent and as administrative agent pursuant to the ABL Credit Agreement, Hawaii Pacific Energy, LLC and Tesoro Hawaii, LLC. Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on September 27, 2013. |
|   |   |
| 10.19  | Membership Interests First Lien Pledge Agreement dated as of September 25, 2013, by and between Hawaii Pacific Energy, LLC and Wells Fargo Bank, N.A, as inventory collateral agent. Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on September 27, 2013. |
|   |   |
| 10.20  | ABL Credit Agreement dated as of September 25, 2013, by and among Tesoro Hawaii, LLC and other borrowers party thereto, Hawaii Pacific Energy, LLC, the Lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent and ABL loan collateral agent. Incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on September 27, 2013. |
|   |   |
| 10.21  | ABL Loan Second Lien Security Agreement dated as of September 25, 2013, by and between Tesoro Hawaii, LLC and Wells Fargo Bank, National Association, as inventory collateral agent. Incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on September 27, 2013. |
|   |   |
| 10.22  | ABL Loan First Lien Security Agreement dated as of September 25, 2013, by and between Tesoro Hawaii, LLC and Deutsche Bank AG New York Branch, as ABL loan collateral agent. Incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed on September 27, 2013. |
|   |   |
| 10.23  | Second Lien Mortgage dated as of September 25, 2013, by and between Tesoro Hawaii, LLC and Deutsche Bank AG New York Branch, as collateral agent. Incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed on September 27, 2013. |
|   |   |
| 10.24  | Membership Interests Second Lien Pledge Agreement dated as of September 25, 2013, by and between Hawaii Pacific Energy, LLC and Deutsche Bank AG New York Branch, as ABL loan collateral agent. Incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed on September 27, 2013. |
|   |   |
| 10.25  | Inventory Second Lien Security Agreement dated as of September 25, 2013, by and between Tesoro Hawaii, LLC and Deutsche Bank AG New York Branch, as collateral agent. Incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K filed on September 27, 2013. |
|   |   |
| 10.26  | Environmental Agreement dated as of September 25, 2013, by and among Tesoro Corporation, Tesoro Hawaii, LLC and Hawaii Pacific Energy, LLC. Incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2013. |
|   |   |
| 10.27  | Credit Agreement dated as of November 14, 2013, by and among the company, the Lenders party thereto and Bank of Hawaii, as administrative agent for the Lenders. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 19, 2013. |
|   |   |
| 10.28  | Employment Offer Letter with William Monteleone dated September 25, 2013. Incorporated by reference to Exhibit 10.43 to the Company’s Amendment No. 3 to Annual Report on Form 10-K/A filed on July 2, 2014.*** |
|   |   |
|   |   |

----

|        |
|--------|
|        |  |
| 10.29  | Employment Offer Letter with Christopher Micklas dated December 9, 2013***. |
|   |   |
| 10.30  | Award Notice of Restricted Stock with William Monteleone dated December 31, 2012. Incorporated by reference to Exhibit 10.46 to the Company’s Amendment No. 3 to Annual Report on Form 10-K/A filed on July 2, 2014.*** |
|   |   |
| 10.31  | Award Notice of Restricted Stock with William Monteleone dated December 31, 2013. Incorporated by reference to Exhibit 10.49 to the Company’s Amendment No. 3 to Annual Report on Form 10-K/A filed on July 2, 2014.*** |
|   |   |
| 10.32  | Award Notice of Restricted Stock with Christopher Micklas dated December 9, 2013.*** |
|   |   |
| 10.33  | Employment Offer Letter with Joseph Israel dated December 12, 2014. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 17, 2014. *** |
|   |   |
| 10.34  | Award Notice of Restricted Stock with Joseph Israel dated January 5, 2015. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 7, 2015.*** |
|   |   |
| 10.35  | Nonstatutory Stock Option Agreement with Joseph Israel dated January 5, 2015. Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 7, 2015.*** |
|   |   |
| 10.36  | Form of Subscription and Lock-Up Agreement. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 11, 2014.*** |
|   |   |
| 10.37  | Form of Award of Restricted Stock (Stock Purchase Plan). Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 11, 2014.*** |
|   |   |
| 10.38  | Form of Nonstatutory Stock Option Agreement (Stock Purchase Plan). Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 11, 2014.*** |
|   |   |
| 10.39  | Par Petroleum Corporation Discretionary Long Term Incentive Plan for 2014 dated June 12, 2014. Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on July 11, 2014.*** |
|   |   |
| 10.40  | Form of Award of Restricted Stock (Discretionary Long Term Incentive Plan). Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on July 11, 2014.*** |
|   |   |
| 10.41  | Form of Award of Restricted Stock Units (Discretionary Long Term Incentive Plan). Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on July 11, 2014.*** |
|   |   |
| 10.42  | Par Petroleum Corporation NAV (Net Asset Value) Unit Plan dated June 12, 2014. Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on July 11, 2014.*** |
|   |   |
| 10.43  | Form of NAV Units Plan Award. Incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on July 11, 2014.*** |
|   |   |
| 10.44  | Par Petroleum Corporation Directors’ Deferred Compensation Plan dated June 12, 2014. Incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on July 11, 2014.*** |
|   |   |
| 10.45  | Deferral Election Form. Incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on July 11, 2014.*** |
|   |   |
| 10.46  | Amended and Restated Uncommitted Credit Agreement dated as of February 20, 2015, by and among Texadian Energy, Inc., Texadian Energy Canada Limited, BNP Paribas and the other lenders from time to time party thereto and BNP Paribas, as the administrative agent and collateral agent for the lenders and as an issuing bank, daylight overdraft bank and swing line lender. Incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on February 25, 2015. |
|   |   |
| 10.47  | Third Amendment to Delayed Draw Term Loan and Bridge Credit Agreement dated as of March 11, 2015, by and among the Company, the Guarantors party thereto, the Term Lenders party thereto and Jefferies Finance LLC, as administrative agent for the Lenders. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 11, 2015. |
|   |   |
|   |   |
| 10.48  | Credit Agreement dated as of April 1, 2015, by and among Koko’oha Investments, Inc., Mid Pac Petroleum, LLC, Bank of Hawaii and the other lenders party thereto, and Bank of Hawaii, as administrative agent. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 2, 2015. |
|   |   |
| 10.49  | Pledge Agreement dated as of April 1, 2015, by Hawaii Pacific Energy, LLC in favor of Jefferies Finance LLC. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 2, 2015. |
|   |   |

----

|        |
|--------|
|        |  |
| 10.50  | Limited Recourse Guaranty dated as of April 1, 2015, by Hawaii Pacific Energy, LLC. Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 2, 2015. |
|   |   |
| 10.51  | Fourth Amendment to Delayed Draw Term Loan and Bridge Loan Credit Agreement dated as of April 1, 2015, by and among the Company, the Guarantors party thereto, the Term Lenders party thereto and Jefferies Finance LLC, as administrative agent for the lenders. Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on April 2, 2015. |
|   |   |
| 10.52  | Second Amendment and Waiver to ABL Credit Agreement dated as of March 30, 2015, by and among Hawaii Independent Energy, LLC, Hawaii Pacific Energy, LLC, the Lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent and collateral agent for the Lenders. Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on April 2, 2015. |
|   |   |
| 10.53  | First Amendment to Credit Agreement dated as of March 30, 2015 among HIE Retail, LLC, Bank of Hawaii, American Savings Bank, F.S.B. and Central Pacific Bank, and Bank of Hawaii, as administrative and collateral agent for the Lenders. Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on April 2, 2015. |
|   |   |
| 10.54  | Form of Award of Restricted Stock (Discretionary Long Term Incentive Plan). Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 2, 2015. *** |
|   |   |
| 10.55  | Form of Award of Restricted Stock Units (Discretionary Long Term Incentive Plan). Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 2, 2015. *** |
|   |   |
| 10.56  | Form of Nonstatutory Stock Option Agreement (Discretionary Long Term Incentive Plan). Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on April 2, 2015. *** |
|   |   |
| 10.57  | Termination of Stockholders Agreement dated April 10, 2015 by and among Par Petroleum Corporation, Zell Credit Opportunities Fund, L.P., ZCOF Par Petroleum Holdings, LLC, Pandora Select Partners, LP, Whitebox Multi-Strategy Partners, LP, Whitebox Credit Arbitrage Partners, LP, Whitebox Concentrated Convertible Arbitrage Partners, LP, and Whitebox Asymmetric Partners, LP. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 13, 2015. |
|   |   |
| 10.58  | Par Petroleum (and subsidiaries) Incentive Compensation Plan. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 12, 2015. *** |
|   |   |
| 10.59  | Letter Agreement dated as of December 30, 2014, among HIE Retail, LLC, Bank of Hawaii, American Savings Bank, F.S.B. and Central Pacific Bank. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 15, 2015. |
|   |   |
| 10.60  | Second Amendment to Credit Agreement dated as of May 15, 2015, among HIE Retail, LLC, Hawaii Pacific Energy, LLC, Bank of Hawaii, American Savings Bank, F.S.B. and Central Pacific Bank, and Bank of Hawaii, as administrative and collateral agent for the Lenders. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed May 15, 2015. |
|   |   |
| 10.61  | Supply and Offtake Agreement dated as of June 1, 2015, between Hawaii Independent Energy, LLC and J. Aron & Company. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 2, 2015. |
|   |   |
| 10.62  | Storage Facilities Agreement dated as of June 1, 2015, between Hawaii Independent Energy, LLC and J. Aron & Company. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 2, 2015. |
|   |   |
| 10.63  | Marketing and Sales Agreement dated as of June 1, 2015, between Hawaii Independent Energy, LLC and J. Aron & Company. Incorporated as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed June 2, 2015. |
|   |   |
| 10.64  | Pledge and Security Agreement dated as of June 1, 2015, between Hawaii Independent Energy, LLC and J. Aron & Company. Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed June 2, 2015. |
|   |   |
| 10.65  | Equity Pledge Agreement dated as of June 1, 2015, between Hawaii Pacific Energy, LLC and J. Aron & Company. Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed June 2, 2015. |
|   |   |

----

|         |
|---------|
|         |  |
| 10.66   | Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of June 1, 2015, by Hawaii Independent Energy, LLC for the benefit of J. Aron & Company. Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed June 2, 2015. |
|    |   |
| 10.67   | Environmental Indemnity Agreement dated as of June 1, 2015, by Hawaii Independent Energy, LLC in favor of J. Aron & Company. Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed June 2, 2015. |
|    |   |
| 10.68   | Fifth Amendment to Delayed Draw Term Loan and Bridge Loan Credit Agreement dated as of June 1, 2015, by and among of Par Petroleum Corporation, the Guarantors party thereto, the Term Lenders party thereto and Jefferies Finance LLC, as administrative agent for the lenders. Incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed June 2, 2015. |
|    |   |
| 10.69   | Employment Offer Letter with William C. Pate dated October 12, 2015. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 14, 2015. *** |
|    |   |
| 10.70   | Initial Award with William C. Pate dated October 12, 2015. Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed October 14, 2015. *** |
|    |   |
| 10.71   | Amendment to Employment Offer Letter with Joseph Israel dated October 12, 2015. Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed October 14, 2015. *** |
|    |   |
| 10.72   | Credit Agreement, dated as of December 17, 2015, among Mid Pac Petroleum, LLC, HIE Retail, LLC, the Subsidiary Guarantors party thereto, the lending institutions named therein, and KeyBank National Association, as the administrative agent and as a letter of credit issuer. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 18, 2015. |
|    |   |
| 10.73   | Sixth Amendment to Delayed Draw Term Loan and Bridge Loan Credit Agreement dated as of December 17, 2015, among Par Pacific Holdings, Inc., the Guarantors party thereto, the Term Lenders party thereto and Jefferies Finance LLC, as administrative agent for the lenders. Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 18, 2015. |
|    |   |
| 10.74   | Unit Purchase Agreement dated February 22, 2016, by and among Laramie Energy, LLC, Par Piceance Energy Equity LLC, and the other parties thereto. * |
| 10.75   | Equity Commitment Letter dated December 17, 2015, by and between Par Pacific Holdings, Inc. and Piceance Energy, LLC. * |
|    |   |
| 14.1    | Par Pacific Holdings, Inc. Code of Business Conduct and Ethics for Employees, Executive Officers and Directors, effective December 3, 2015. * |
|    |   |
| 21.1    | Subsidiaries of the Registrant.* |
|    |   |
| 23.1    | Consent of Deloitte & Touche LLP* |
|    |   |
| 23.2    | Consent of EKS&H LLLP* |
|    |   |
| 23.3    | Consent of Netherland, Sewell & Associates, Inc.* |
|    |   |
| 23.4    | Consent of Deloitte & Touche LLP related to the financial statements of Laramie Energy, LLC as of and for the year ended December 31, 2015. * |
|    |   |
| 31.1    | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. + |
|    |   |
| 31.2    | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. + |
|    |   |
| 32.1    | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.* |
|    |   |
| 32.2    | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. * |
|    |   |
| 99.1    | Report of Netherland, Sewell & Associates, Inc. regarding the registrants Proved Reserves as of December 31, 2015.* |
|    |   |
| 99.2    | Laramie Energy, LLC Financial Statements and Independent Auditors' Report, for the fiscal years ended December 31, 2015, 2014, and 2013. * |
|    |   |
| 101.INS | XBRL Instance Document.** |
|    |   |

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|         |
|---------|
|         |  |
| 101.SCH | XBRL Taxonomy Extension Schema Documents.** |
|    |   |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document.** |
|    |   |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document.** |
|    |   |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document.** |
|    |   |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document.** |

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|        |
|--------|
|        |  |  |
|   | PAR PACIFIC HOLDINGS, INC. |
|   |   |   |
|   | By: | /s/ William Pate |
|   |   | William Pate |
|   |   | President and Chief Executive Officer |
|   |   |   |
|   | By: | /s/ Christopher Micklas |
|   |   | Christopher Micklas |
|   |   | Chief Financial Officer |