PAR PETROLEUM CORP/CO (Form: 10-K/A, Received: 07/02/2014 16:07:31)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K/A

Amendment No. 3

(Mark One)

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

For the fiscal year ended December 31, 2013

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

Commission File No. 0-16203

PAR PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)


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)

Registrant’s telephone number, including area code: (281) 899-4800

Securities registered under Section 12(b) of the Act: None

Securities registered under to Section 12(g) of the Act: Common stock, par value $0.01 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

Indicate by check mark whether the registrant has filed all document and reports required to be filed by Sections 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x No ¨

The aggregate market value of voting common equity held by non-affiliates of the registrant was approximately $55,000,000 based on the closing price of the common stock on the OTCQB Marketplace of $16.30 per share as of June 28, 2013. As of March 26, 2014, 30,159,039 shares of registrant’s Common Stock, $0.01 par value, were issued and outstanding.

Documents Incorporated By Reference

None.

EXPLANATORY NOTE

Par Petroleum Corporation (the “Company,” “we,” “our,” and “us”) is filing this Amendment No. 3 to Annual Report on Form 10-K/A (this “Amended Form 10-K”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2014, and amended by Amendment No. 1on Form 10-K/A filed with the SEC on April 29, 2014 and Amendment No. 2 on Form 10-K/A filed with the SEC on May 30, 2014 (collectively, the “Original Form 10-K”), solely in response to comments received from the staff of the SEC. In response to the comments, the Company amended the Original Form 10-K to (i) expand its disclosure regarding the compensation paid to a consulting firm for the services of two named executive officers during the years ended December 31, 2012 and 2013, (ii) explain the differences in the salaries received during 2013 by the named executive officers and (iii) file as exhibits its employment offer letters and award notices of restricted stock with certain named executive officers and its agreement with Conway MacKenzie Management Services, LLC. In addition, the Company has amended the summary of William Monteleone’s employment arrangement to correct an error in the disclosure regarding his annual salary.

In accordance with Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, Item 11 of Part III of the Original Form 10-K, and Item 15 of Part IV of the Original Form 10-K are hereby amended and restated in their entirety. This Amended Form 10-K does not amend or otherwise update any other information in the Original Form 10-K. Accordingly, this Amended Form 10-K should be read in conjunction with the Original Form 10-K and with our subsequent filings with the SEC. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Form 10-K.

PART III

Item 11.

Executive Compensation

In connection with our emergence from bankruptcy on August 31, 2012, John T. Young, Jr. was engaged as our Chief Executive Officer until June 2013 and R. Seth Bullock was engaged as our Chief Financial Officer until December 2013. Messrs. Young and Bullock were our only executive officers until the assembly of our management team during 2013. Messrs. Young and Bullock were also employees of Conway MacKenzie Management Services, LLC (“Conway MacKenzie”), with whom we had a management and financial advisory services agreement dated November 8, 2011. During 2013, we hired Messrs. Monteleone, Coxon, Micklas and Tarzwell to serve as our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Chief Legal Officer, respectively.

The current members of the Compensation Committee of the Board did not serve on the Compensation Committee prior to our emergence from bankruptcy on the Emergence Date. Pursuant to the charter of the Compensation Committee adopted subsequent to our emergence from bankruptcy, it is the duty of the Compensation Committee to, among other things, develop and approve our compensation philosophy and objectives, review and determine the amount and mix of total compensation of our executive officers, develop, administer and review our employment agreements, incentive plans and other compensation programs, and oversee the risk assessment of our compensation arrangements.

We have recently completed the assembly of our management team and are in the process of developing our compensation philosophies and compensation objectives and policies.

Summary Compensation

The following table sets forth information regarding compensation earned during the last two fiscal years by our Chief Executive Officer, our Chief Operating Officer, our Senior Vice President and Chief Legal Officer and our former Chief Executive Officer (the “Named Executive Officers”).

SUMMARY COMPENSATION TABLE


Name and principal position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Non-Equity IncentivePlan Compensation ($)		All Other Compensation ($)(2)		Total ($)
William Monteleone - Chief Executive Officer (3)		2013	$	61,364		—		—		—	$	15,000	$	76,364
Peter Coxon - Chief Operating Officer (4)		2013	$	290,143	$	839,983	$	328,378		—	$	36,285	$	1,494,789
Brice Tarzwell - Chief Legal Officer (4)		2013	$	145,833		—		—		—	$	521	$	146,354
John T. Young - Former Chief Executive Officer (5)		2013		—		—		—		—	$	—	$	—
		2012		—		—		—		—	$	—	$	—
R. Seth Bullock - Former Chief Financial Officer (6)		2013		—		—		—		—	$	—	$	—
		2012		—		—		—		—	$	—	$	—

(1)

These amounts shown represent the aggregate grant date fair value for stock awards granted to the Named Executive Officers computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in “Note 14 – Stockholders’ Equity” to our audited financial statements for the fiscal year ended December 31, 2013 included in our 2013 Annual Report on Form 10-K filed with the SEC on March 31, 2014.

(2)	Amounts represent matching contributions made by the Company under its 401(k) plan and $15,000 in living expenses for Mr. Monteleone.

(3)

Mr. Monteleone was appointed our Chief Executive Officer on June 17, 2013 although he was not compensated for that position until September of 2013. See “- Employment Agreements.” The information regarding compensation earned by Mr. Monteleone as our Chief Executive Officer in this table does not include compensation paid to him for services as a non-employee director before September 2013, which is reflected in the “Director Compensation” table below.

(4)	Messrs. Coxon and Tarzwell were appointed our Chief Operating Officer and Chief Legal Officer, respectively, on June 17, 2013 and June 3, 2013. Mr. Coxon’s compensation includes all amounts paid to him during 2013, including in his capacity as President of Texadian Energy, Inc.

(5)

During 2012 prior to July 19, 2012, Mr. Young served as our Chief Restructuring Officer pursuant to our agreement with Conway MacKenzie as described above. Mr. Young was appointed as our Chief Financial Officer on July 19, 2012 and then as our Chief Executive Officer effective August 31, 2012 upon our emergence from bankruptcy. We paid Conway MacKenzie for the services provided by Mr. Young as described above, and as such, he did not receive any salary or other compensation directly from us. Mr. Young resigned from all positions with us effective as of June 17, 2013. During 2012 and 2013, we paid Conway MacKenzie $930,833 and $179,392 respectively, for services rendered to us by Mr. Young based on approximately 1,692 and 326 hours provided, respectively, at the rate of $550 per hour.

(6)

From July 2012 through August 2012, Mr. Bullock served as our Treasurer pursuant to our agreement with Conway MacKenzie as described above. Mr. Bullock was appointed as our Chief Financial Officer effective August 31, 2012 upon our emergence from bankruptcy. We paid Conway MacKenzie for the services provided by Mr. Bullock as described above, and as such, he did not receive any salary or other compensation directly from us. Mr. Bullock resigned from all positions with us effective as of December 9, 2013. During 2012 and 2013, we paid Conway MacKenzie $1,007,261 and $866,844 respectively, for services rendered to us by Mr. Bullock based on approximately 2,518 and 2,167 hours provided, respectively, at the rate of $400 per hour.

Narrative Disclosure to Summary Compensation Table

See “– Employment Agreements” below for a discussion of the employment arrangements with our Named Executive Officers. See the footnotes to the Summary Compensation Table for narrative disclosure with respect to that table.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information with respect to the market value of all unvested share awards held by each Named Executive Officer as of December 31, 2013.


	Stock Awards
Name	Number of shares or units of stock that have not vested (#)		Market value of number of shares or units of stock that have not vested ($) (1)
William Monteleone		25,898	$	577,547
Peter Coxon		109,578	$	2,443,611
Brice Tarzwell		10,868	$	242,356

(1)	Market value based on closing price of $22.30 on December 31, 2013, as adjusted for the one-for-ten (1:10) reverse stock split of the Company’s common stock, effective for trading purposes on January 29, 2014.

Employment Agreements

On September 25, 2013, the Company entered into an “at will” employment arrangement with William Monteleone, the Company’s Chief Executive Officer. Mr. Monteleone is entitled to receive an annual base salary of $200,000 paid no less frequently than on a semi-monthly basis in accordance with Company payroll practices. Mr. Monteleone’s compensation will be reviewed annually. Mr. Monteleone is also eligible for an annual performance bonus as may be awarded in the sole discretion of the Board.

On September 25, 2013, Mr. Monteleone was granted $250,000 in restricted Company common stock pursuant to the 2012 Long Term Incentive Plan (the “Plan”). In addition, Mr. Monteleone was granted $250,000 in restricted Company common stock under the Plan on December 31, 2013. In each case, the actual number of shares granted was determined based on the average volume weighted average price of the Company’s common stock for the 60 days immediately preceding the date of grant. Subject to the terms thereof, these restricted stock grants will vest ratably over a 5-year period on each anniversary of the date of grant with 100% accelerated vesting for certain events such as a change in control of the Company.

Mr. Monteleone is also eligible to participate in any benefit plans that may be offered from time to time by the Company to its employees generally and in the Company’s 401(k) plan, in each case subject to his satisfaction of the applicable eligibility provisions. Mr. Monteleone is also entitled to airfare between Chicago and Houston and $2,500/month of living expenses.

On December 31, 2012, the Company entered into an “at will” employment arrangement with Peter Coxon, the Company’s Chief Operating Officer. Mr. Coxon is entitled to receive an annual base salary of $250,000 paid no less frequently than on a semi-monthly basis in accordance with the Company’s payroll practices. Mr. Coxon’s compensation will be reviewed annually. On March 14 ^, 2014, Mr. Coxon’s base salary was increased to $350,000. In connection with his salary increase, Mr. Coxon was paid $40,143 as additional salary for 2013.

On December 31, 2012, Mr. Coxon was granted $1,500,000 in restricted Company common stock under the Plan. The actual number of shares granted was determined based on the average volume weighted price of the Company’s common stock for the 60 days immediately preceding the date of grant. The restricted stock grant vests ratably over a 5-year period on each anniversary of the grant with 100% accelerated vesting for certain events such as a change in control of the Company.

For the year ended December 31, 2013, Mr. Coxon was also eligible to participate in a 20% profit sharing program focusing on our commodity marketing and logistics business with the allocation of his bonus determined upon his performance and contributions to the profitability of that segment. In March 2014, he received a bonus payment of $839,983 related to 2013 performance.

Mr. Coxon is also eligible to participate in any benefit plans that may be offered from time to time by the Company to its employees generally and in the Company’s 401(k) plan, in each case subject to his satisfaction of the applicable eligibility provisions.

On May 22, 2013, the Company entered into an “at will” employment arrangement with Mr. Tarzwell, pursuant to which Mr. Tarzwell is entitled to receive an annual base salary of $250,000 paid in accordance with Company payroll practices. Mr. Tarzwell is also eligible for an annual performance bonus, based on the discretion of the Compensation Committee of the Board.

On May 22, 2013, Mr. Tarzwell was granted $175,000 in restricted Company common stock under the Plan. In addition, Mr. Tarzwell will be granted $175,000 in restricted Company common stock under the Plan upon completing one year of employment. In each case, the actual number of shares granted will be determined based on the average volume weighted average price of the Company’s common stock for the 60 days immediately preceding the date of grant. Subject to the terms thereof, these restricted stock grants will vest on the 24-month anniversary of the commencement of Mr. Tarzwell’s employment with 100% accelerated vesting for certain events such as a change in control of the Company.

Mr. Tarzwell is also eligible to participate in any benefit plans that may be offered from time to time by the Company to its employees generally and in the Company’s 401(k) plan, in each case subject to his satisfaction of the applicable eligibility provisions.

Potential Payments upon Termination or Change in Control

The shares of restricted stock granted to Messrs. Monteleone, Coxon and Tarzwell under the Plan will automatically vest in their entirety upon certain events such as a change of control or a termination of their employment due to death, disability or without cause.

The following tables further describe the potential payments upon termination or a change in control for Messrs. Monteleone, Coxon and Tarzwell.

William Monteleone

Chief Executive Officer


Executive Benefits and Payments Upon Termination(1)	Voluntary Termination ($)		For cause terminated ($)		Involuntary Not for Cause Termination ($)		Death or Disability ($)		Retirement ($)		After a Change in Control ($)
Long-Term Equity Incentives
Restricted Stock (Unvested and Accelerated)(2)		—		—		577,547		577,547		—		577,547

Total		—		—		577,547		577,547		—		577,547

Peter Coxon

Chief Operation Officer


Executive Benefits and Payments Upon Termination(1)	Voluntary Termination ($)		For cause terminated ($)		Involuntary Not for Cause Termination ($)		Death or Disability ($)		Retirement ($)		After a change in Control ($)
Long-Term Equity Incentives
Restricted Stock (Unvested and Accelerated)(2)		—		—		2,443,611		2,443,611		—		2,443,611

Total		—		—		2,443,611		2,443,611		—		2,443,611

Brice Tarzwell

Chief Legal Officer and Senior Vice President


Executive Benefits and Payments Upon Termination(1)	Voluntary Termination ($)		For cause terminated ($)		Involuntary Not for Cause Termination ($)		Death or Disability ($)		Retirement ($)		After a change in Control ($)
Long-Term Equity Incentives
Restricted Stock (Unvested and Accelerated)(2)		—		—		242,356		242,356		—		242,356

Total		—		—		242,356		242,356		—		242,356

(1)

For purposes of this analysis, the Company assumed the effective date of termination is December 31, 2013 and that the price per share of our common stock on the date of termination is $22.30 per share, the closing price on December 31, 2013 as adjusted for the one-for-ten (1:10) reverse stuck split of our common stock effective for trading purposes on January 24, 2014.

(2)

Pursuant to the terms of the Plan and incentive agreements thereunder, under “Involuntary Not for Cause Termination,” “Death or Disability” or “After a Change in Control,” all restrictions and conditions on shares of restricted stock will be deemed satisfied and will be fully vested on the date of termination of employment or the date immediately preceding a “change in control.”

Director Compensation

The following table sets forth a summary of the compensation that we paid to our non-employee directors in 2013:


Name	Fees Earned or Paid In Cash ($)		Stock Awards ($)(1)		Total ($)
Jacob Mercer		—		—	$	—
Benjamin Lurie (2)		—	$	90,323	$	90,323
Michael Keener	$	55,000	$	27,470	$	82,470
L. Melvin Cooper	$	65,000	$	27,470	$	92,470
Will Monteleone (3)		—	$	76,198	$	76,198

(1)

These amounts reflect the aggregate grant date fair value, calculated in accordance with FASB ASC Topic 718, of awards pursuant to the Incentive Plan. Assumptions used in the calculation of these amounts are included in “Note 14– Stockholders’ Equity” to our audited financial statements for the fiscal year ended December 31, 2013 included in our 2013 Annual Report on Form 10-K filed with the SEC on March 31, 2014.

(2)	Mr. Lurie elected to receive his annual retainer in shares of common stock, rather than cash, and as such, an additional 3,418 shares of common stock were issued to him in lieu of cash.

(3)

Mr. Monteleone was appointed our Chief Executive Officer on June 17, 2013. The information regarding compensation earned by Mr. Monteleone as a non-employee director in this table does not include compensation paid to him for services as our Chief Executive Officer, which is reflected in the “Summary Compensation” table above. Mr. Monteleone elected to receive his annual retainer in shares of common stock, rather than cash, and as such, an additional 2,756 shares of common stock were issued to him in lieu of cash. Mr. Monteleone did not receive any compensation for his service as a director after his appointment as our Chief Executive Officer.

In December 2012, we approved a compensation plan for our non-employee directors. Our non-employee directors receive an annual retainer of $50,000, paid quarterly in cash or shares of our common stock at the election of the director. In addition, the Chairman of the Audit Committee receives an additional annual retainer of $15,000 and the members of the Audit Committee (other than the Chairman) receive an annual retainer of $5,000, such retainers paid quarterly in cash or shares of our common stock at the election of the director. There are no fees for the members of any other committee or for attendance at meetings. Our non-employee directors are also entitled to receive an annual grant of restricted stock at the end of each calendar year with a target value of $75,000, with the number of shares determined by the 60-day volume weighted average share price as of the day prior to December 31 of that calendar year. Mr. Mercer waived his right to receive any of the compensation described in this paragraph in 2013. Mr. Keener and Mr. Cooper both received awards of 2,289 shares of common stock for their service in 2013. Messrs. Monteleone and Lurie elected to receive their annual retainer in shares of common stock, rather than cash, and as such, an additional 2,756 shares and 3,418 shares of common stock were issued to each of them during 2013.

Narrative Disclosure of Compensation Policies and Practices as Related to Risk Management

In accordance with the requirements of Regulation S-K, Item 402(s), to the extent that risks may arise from our compensation policies and practices that are reasonably likely to have a material adverse effect on us, we are required to discuss those policies and practices for compensating our employees (including employees that are not named executive officers) as they relate to our risk management practices and the possibility of incentivizing risk-taking. We have determined that the compensation policies and practices established with respect to our employees are not reasonably likely to have a material adverse effect on us and, therefore, no such disclosure is necessary.

PART IV

Item 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements.

The following financial statements were filed as part of Amendment No. 2 to the Company’s Annual Report on Form 10-K/A filed with the SEC on May 30, 2014.


	Page No.
Reports of Independent Registered Public Accounting Firms		F-1
Consolidated Balance Sheets		F-5
Consolidated Statements of Operations		F-6
Consolidated Statements of Changes in Stockholders’ Equity		F-7
Consolidated Statements of Cash Flows		F-8
Notes to Consolidated Financial Statements		F-9

(2) Financial Statement Schedules. None.

(3) Exhibits.

INDEX TO EXHIBITS



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 at June 17, 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.****

3.1		Amended and Restated Certificate of Incorporation of the company. Incorporated by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K filed on September 7, 2012.

3.2		Certificate of Amendment to the Certificate of Incorporation of the company dated effective September 25, 2013. Incorporated by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K filed on September 27, 2014.

3.3		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the company dated January 23, 2014. Incorporated by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K filed on January 23, 2014.

3.4		Amended and Restated Bylaws of the company. Incorporated by reference to Exhibit 3.2 to the company’s Current Report on Form 8-K filed on September 7, 2012.

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		Stockholders 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 4.2 to the company’s Current Report on Form 8-K filed on September 7, 2012.

4.3		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.

4.4		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.



4.5		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.

4.6+		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.

10.1		Delayed Draw Term Loan Credit Agreement dated as of August 31, 2012, 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 7, 2012.

10.2		First Amendment to Delayed Draw Term Loan Credit Agreement, Joinder, Waiver, Consent and Omnibus Amendment Agreement dated as of September 28, 2012, 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 10.2 to the Company’s Annual Report on Form 10-K filed on March 27, 2013.

10.3		Waiver and Second Amendment to Delayed Draw Term Loan Credit Agreement, Joinder, Waiver, Consent and Omnibus Amendment Agreement dated as of November 29, 2012, 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 10.3 to the Company’s Annual Report on Form 10-K filed on March 27, 2013.

10.4		Third Amendment to Delayed Draw Term Loan Credit Agreement, Joinder, Waiver, Consent and Omnibus Amendment Agreement dated as of December 28, 2012, 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 January 3, 2013.

10.5		Fourth Amendment to Delayed Draw Term Loan Credit Agreement dated as of April 19, 2013, 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 April 22, 2013.

10.6		Fifth Amendment to Delayed Draw Term Loan Credit Agreement dated as of June 4, 2013, by and among the company, the Guarantors party thereto, the lenders party thereto and Jeffries Finance LLC, as administrative agent for the Lenders. Incorporated by reference to Exhibit 10.2 to the company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, filed on August 14, 2013.

10.7		Sixth Amendment to Delayed Draw Term Loan Agreement dated as of June 12, 2013, by and among the company, the Guarantors party thereto, the Lenders party thereto and Jeffries Finance, LLC, as administrative agent for the Lenders, Incorporated by reference 10.2 to the company’s Current Report on Form 8-K filed on June 17, 2013.

10.8		Seventh Amendment to Delayed Draw Term Loan Agreement dated as of June 17, 2013, by and among the company, the Guarantors party thereto, the Lenders party thereto and Jeffries Finance, LLC, as administrative agent for the Lenders, Incorporated by reference 10.3 to the company’s Current Report on Form 8-K filed on June 17, 2013.

10.9		Eighth Amendment to Delayed Draw Term Loan Agreement dated as of June 14, 2013, by and among the company, the Guarantors party thereto, the Lenders party thereto and Jeffries Finance, LLC, as administrative agent for the Lenders, Incorporated by reference 10.1 to the company’s Current Report on Form 8-K filed on June 24, 2013.

10.10		Ninth Amendment to Delayed Draw Term Loan Agreement dated as of August 1, 2013, by and among the company, the Guarantors party thereto, the Lenders party thereto and Jeffries Finance, LLC, as administrative agent for the Lenders, Incorporated by reference 10.10 to the company’s Registration Statement on Form S-1 filed on November 22, 2013.

10.11		Tenth Amendment to Delayed Draw Term Loan Agreement dated as of September 25, 2013, by and among the company, the Guarantors party thereto, the Lenders party thereto and Jeffries Finance, LLC, as administrative agent for the Lenders, Incorporated by reference 10.8 to the company’s Current Report on Form 8-K filed on September 27, 2014.

10.12		Eleventh Amendment to Delayed Draw Term Loan Agreement dated as of January 23, 2014, by and among the company, the Guarantors party thereto, ZCOF Par Petroleum Holdings, L.L.C. and Jeffries Finance, LLC, as administrative agent for the Lenders, Incorporated by reference 10.1 to the company’s Current Report on Form 8-K filed on January 23, 2014.

10.13		Amended and Restated Limited Liability company Agreement for Piceance Energy, LLC. Incorporated by reference to Exhibit 10.2 to the company’s Current Report on Form 8-K filed on September 7, 2012.



10.14		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.

10.15		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.

10.16		Wapiti 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 10.5 to the company’s Current Report on Form 8-K filed on September 7, 2012.

10.17		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.

10.18		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.

10.19		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.

10.20		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.

10.21		Letter of Credit Facility Agreement dated as of December 27, 2012, by and between the company and Compass Bank. Incorporated by reference to Exhibit 10.2 to the company’s Current Report on Form 8-K filed on January 3, 2013.

10.22+		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.

10.23		Uncommitted Credit Agreement dated as of June 12, 2013, by and among Texadian Energy, Inc., Texadian Energy Canada Limited and BNP Paribas. Incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K filed in June 17, 2013.

10.24		Common Stock Purchase Agreement dated effective as of September 10, 2013, by and among the company and the Purchasers party thereto. Incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K filed in September 13, 2013.

10.25		Letter Agreement dated as of September 17, 2013 but effective as of January 1, 2013, by and between Whitebox Advisors, LLC and the company. Incorporated by reference to Exhibit 10.18 to the company’s Quarterly Report on Form 10-Q filed on November 14, 2013.

10.26		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.

10.27		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.

10.28		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.

10.29		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.

10.30		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.



10.31		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.

10.32		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.

10.33		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.

10.34		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.

10.35		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.

10.36		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.

10.37		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.

10.38		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.

10.39		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.

10.40		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.

10.41		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.

10.42		Interim Management and Financial Advisory Services Agreement between Delta Petroleum Corporation and Conway MacKenzie Management Services, LLC dated November 8, 2011.***

10.43+		Employment Offer Letter with William Monteleone dated September 25, 2013.***

10.44+		Employment Offer Letter with Peter Coxon dated December 27, 2012.***

10.45+		Employment Offer Letter with Brice Tarzwell dated May 22, 2013.***

10.46+		Award Notice of Restricted Stock with William Monteleone dated December 31, 2012.***

10.47+		Award Notice of Restricted Stock with William Monteleone dated September 25, 2013.***

10.48+		Award Notice of Restricted Stock with William Monteleone dated December 31, 2013.***

10.49+		Award Notice of Restricted Stock with Peter Coxon dated December 31, 2012.***

10.50+		Award Notice of Restricted Stock with Brice Tarzwell dated June 3, 2013.***

14.1		Par Petroleum Corporation Code of Business Conduct and Ethics for Employees, Executive Officers and Directors, effective October 15, 2012. Incorporated by reference to Exhibit 14.1 to the company’s Current Report on Form 8-K filed on October 19, 2012.

21.1		Subsidiaries of the Registrant. Incorporated by reference to Exhibit 21.1 to the company’s Annual Report on Form 10-K filed on March 31, 2014.

23.1		Consent of Deloitte & Touche LLP. Incorporated by reference to Exhibit 23.1 to the company’s Annual Report on Form 10-K/A filed on May 30, 2014.

23.2		Consent of EKS&H LLLP. Incorporated by reference to Exhibit 23.2 to the company’s Annual Report on Form 10-K/A filed on May 30, 2014.

23.3		Consent of KPMG LLP. Incorporated by reference to Exhibit 23.3 to the company’s Annual Report on Form 10-K/A filed on May 30, 2014.

23.4		Consent of Netherland, Sewell & Associates, Inc. Incorporated by reference to Exhibit 23.4 to the company’s Annual Report on Form 10-K/A filed on May 30, 2014.



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. Incorporated by reference to Exhibit 32.1 to the company’s Annual Report on Form 10-K/A filed on May 30, 2014.

32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. Incorporated by reference to Exhibit 32.2 to the company’s Annual Report on Form 10-K/A filed on May 30, 2014.

99.1		Report of Netherland, Sewell & Associates, Inc. regarding the registrants Proved Reserves as of December 31, 2013. Incorporated by reference to Exhibit 99.1 to the company’s Annual Report on Form 10-K filed on March 31, 2014.

99.2		Agreement of Settlement and Release dated September 19, 2012, by and between The Wapiti Recovery Trust and Wapiti Oil & Gas, L.L.C. Incorporated by reference to Exhibit 99.1 to the company’s Current Report on Form 8-K filed on September 25, 2013.

101.INS		XBRL Instance Document. Incorporated by reference to Exhibit 101.INS to the company’s Annual Report on Form 10-K/A filed on May 30, 2014.**

101.SCH		XBRL Taxonomy Extension Schema Documents. Incorporated by reference to Exhibit 101.SCH to the company’s Annual Report on Form 10-K/A filed on May 30, 2014.**

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document. Incorporated by reference to Exhibit 101.CAL to the company’s Annual Report on Form 10-K/A filed on May 30, 2014.**

101.LAB		XBRL Taxonomy Extension Label Linkbase Document. Incorporated by reference to Exhibit 101.LAB to the company’s Annual Report on Form 10-K/A filed on May 30, 2014.**

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document. Incorporated by reference to Exhibit 101.PRE to the company’s Annual Report on Form 10-K/A filed on May 30, 2014.**

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document. Incorporated by reference to Exhibit 101.DEF to the company’s Annual Report on Form 10-K/A filed on May 30, 2014.**

+	Management contracts and compensatory plans.

These interactive data files are furnished and deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

***	Filed herewith.

****	Schedules and similar attachments to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The company will furnish supplementally a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange of Act of 1934, the registrant has caused this Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston and State of Texas on the 2 ^nd day of July, 2014.


PAR PETROLEUM CORPORATION

By:		/s/ William Monteleone
		William Monteleone, Chief Executive Officer

By:		/s/ Christopher Micklas
		Christopher Micklas, Chief Financial Officer

Exhibit 10.42

LOGO

MANAGEMENT SERVICES, LLC

1301 McKinney Street, Suite 2025

Houston, Texas 77010

713. 650.0500 | 713. 650.0502 Fax

www.ConwayMackenzie.com

November 8, 2011

Private and Confidential

Via Electronic Mail

Mr. Carl E. Lakey

President & Chief Executive Officer

Delta Petroleum Corporation

Denver, CO 80202

Re:

Interim Management and Financial Advisory Services

Dear Mr. Lakey:

This letter outlines the understanding (“Agreement”) between Conway MacKenzie Management Services, LLC (“CMS”) and Delta Petroleum Corporation (the “Company”), for the engagement of CMS to provide certain temporary employees to the Company to assist it in its financial management and restructuring as described below.

All defined terms shall, unless the context otherwise requires, have the meanings ascribed to them in Schedule 1.

We are prepared to commence this engagement immediately upon receipt of the retainer amount noted herein, notice of the effectiveness of the Company’s Directors and Officers insurance policy (“D&O Coverage”) as described in further detail below, and a copy of this Agreement signed by the Company.

TURNAROUND & CRISIS MANAGEMENT | TRANSACTION ADVISORY | LITIGATION SUPPORT | VALUATION & FORENSIC ANALYSIS

Mr. Carl E. Lakey

November 8, 2011

Page 2

Objectives and Tasks

Effective immediately, CMS will provide John T. Young, Jr. to serve as the Company’s Chief Restructuring Officer (“CRO”) and an officer of the Company. In his capacity as CRO, Mr. Young will report to and be subject to the direct supervision of the Company’s Board of Directors (the “Board”). The Board will approve the appointment of Mr. Young as CRO, effective as of the execution date of this Agreement, and the Company will provide a copy of the applicable Board resolution to CMS. In addition to Mr. Young, CMS will provide the individuals set forth on Exhibit A hereto as temporary employees of the Company (herein referred to, collectively with the CRO, as the “Temporary Staff’), subject to the terms and conditions of this Agreement with the titles, pay rates and other descriptions set forth therein.

The roles of the CRO and other Temporary Staff will include working with you and your team to perform the following:

•

Provide oversight and support to the Company’s other professionals in connection with Acquisition and Divestiture efforts;

•

Provide oversight and assistance with the preparation of 13-week cash flow forecast, evaluate short-term liquidity requirements of the Company;

•

Provide oversight and assistance with the preparation of financial related disclosures required by the bankruptcy court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports, if necessary, and disclosures by the Company in filings with the Securities and Exchange Commission and related disclosures;

•

Provide oversight and assistance with the preparation of financial information for distribution to creditors and others, including, but not limited to, cash flow projections and budgets, cash receipts and disbursements analysis of various asset and liability accounts, and analysis of proposed transactions for which Court approval is sought;

•

Participate in meetings and provide assistance to potential investors, potential lenders, any official committee(s) appointed in the case, the U.S. Trustee, other parties in interest, including contractual counterparties, and professionals hired by the same, as requested;

•

Evaluate and make recommendations in connection with strategic alternatives as needed to maximize the value of the Company;

•

Provide oversight and assistance with the preparation of analysis of creditor claims by type, entity, and/or individual claim, including assistance with the development of databases, as necessary, to track such claims;

Mr. Carl E. Lakey

November 8, 2011

Page 3

•

Provide oversight and assistance with the evaluation and analysis of avoidance actions, including, fraudulent conveyances and preferential transfers, if necessary;

•

Provide testimony in litigation/bankruptcy matters as required;

•

Evaluate the cash flow generation capabilities of the Company for valuation maximization opportunities;

•

Provide oversight and assistance in connection with communications and negotiations with constituents including trade vendors, investors and other critical constituents to the successful execution of the Company’s near-term business plan;

•

Assist in development of a plan of reorganization and in the preparation of information and analysis necessary for the confirmation of a plan in chapter 11 proceedings, if necessary; and

•

Perform other tasks as agreed to among CMS, the Company and/or counsel to the Company.

Staffing

We will keep you informed as to our staffing and will not add additional Temporary Staff to the assignment without first consulting with you to obtain your concurrence that such additional resources are required and do not duplicate the activities of other employees or professionals. Temporary Staff may be assisted by other professionals at various levels who would also become Temporary Staff, as the tasks require.

The work of the Temporary Staff (other than the CRO) will be overseen by the CRO and will not be subject to Board supervision unless a staff member becomes an officer of the Company, in which case such CMS personnel shall be under the approval and direct supervision of the Board.

Access to Records

In order for us to perform our services, it will be necessary for our personnel to have access to certain books, records and reports of the Company, and to have discussions with Company personnel. Accordingly, we understand that the Company has agreed to cooperate with our personnel, and to make available its personnel and fully disclose any books, records and other sources from which data can be obtained and that the books, records and reports of the Company are of reasonable organization and quality.

Mr. Carl E. Lakey

November 8, 2011

Page 4

Covenant Regarding Hiring of CMS Employees

The Company agrees that it will not extend an offer of employment to any Temporary Staff or other employee of CMS involved in this engagement for a period of one year following the date of the final invoice rendered by CMS for this engagement. This agreement does not prohibit the Company from making general solicitations for employment or from soliciting for employment any individuals who have ceased to be employees or agents of CMS prior to such solicitation.

Retention Applications

In the event the Company files for relief under chapter 11of title 11 of the United States Code (the “Bankruptcy Code”), (a) the Company agrees to file an appropriate motion prepared in consultation with CMS as to matters relating to our retention by the Company and provision of services as contemplated hereunder, within the first two weeks of the Company’s filing of a bankruptcy petition, which seeks the approval of the immediate assumption of this Agreement by the Company, (b) this Agreement shall be subject to the entry of a final order of the Court approving the assumption of this Agreement, (c) CMS may be required to provide services subsequent to the filing of the motion described in subsection (a) of this paragraph provided CMS is holding a retainer sufficient to compensate CMS for such services; and (d) CMS shall not be required to perform any additional services under this Agreement if the Court has entered an order denying a motion (i) to approve the assumption of this Agreement or (ii) to authorize the employment of CMS under the terms of this Agreement.

Engagement Fees

Fees for our services will be based upon the actual number of hours incurred at hourly rates ranging from $130 (paraprofessional) to $595 (senior managing director) and will be billed weekly (the “Hourly Fees”), together with out-of-pocket expenses incurred. Such billings are due upon receipt. Hourly rates are subject to periodic adjustment.

In the event the Company seeks protection under chapter 11 of the Bankruptcy Code, CMS and other Temporary Staff shall be compensated for their Services on a monthly basis in accordance with local bankruptcy rules via wire transfer under this Agreement at the rates set forth on Exhibit A. In addition to the fees set forth herein, the Company shall pay directly or reimburse CMS upon receipt of monthly billings, for all reasonable, documented, out-of-pocket expenses incurred in connection with this assignment such as travel, lodging, postage and actual telephone and facsimile charges, in accordance with local bankruptcy rules. For the avoidance of doubt, all fees and expenses incurred after the filing of a bankruptcy petition are subject to approval of the Bankruptcy Court.

Mr. Carl E. Lakey

November 8, 2011

Page 5

In addition, we require a retainer of $100,000 to commence services. The retainer will be deposited into our client trust account and be applied as follows:

(A) in the event that the Company intends to file for bankruptcy protection, immediately prior to the filing of its bankruptcy petition under chapter 11 of the Bankruptcy Code (the “Petition Date”), CMS will apply the retainer to all amounts due to it; provided that amounts drawn against the retainer may include an estimate of fees and expenses incurred by CMS but not billed prior to the Petition Date. The excess retainer, if any, will be held by CMS for application to post-petition fees and expenses that are allowed by the bankruptcy court. If no such fees are allowed by the bankruptcy court, the excess retainer will be refunded to the Company, without interest, at the conclusion of the engagement, or

(B) if the Company does not file a bankruptcy petition, the retainer will be applied to CMS’s final invoice at the conclusion of the engagement and any excess retainer will be refunded to you, without interest, at that time.

If circumstances dictate, we reserve the right to increase our retainer amount accordingly.

Payment of engagement fees and out-of-pocket expenses is due upon receipt of invoices via wire transfer of U.S. funds in accordance with the accompanying instructions.

Engagement of Legal Counsel

CMS will have the right to obtain independent legal counsel to obtain advice with respect to its services under the Engagement upon prior notification to the Company of the purpose of such advice, and the Company’s agreement thereto. The Company will reimburse CMS upon demand for the reasonable fees and expenses of such independent legal counsel incurred as an expense by CMS up to $10,000 per calendar quarter, on a cumulative basis. Nothing in this paragraph limits the rights of CMS to employ counsel and to pay legal expenses, and any obligation of the Company or any other party to indemnify CMS for such expenses, in the event any claim is asserted against CMS or any litigation is commenced in connection with the Engagement.

Disclosures

To the best of our knowledge, we believe that CMS, its employees and its affiliates do not have any financial interest or business connection with the Company other than as contemplated by this Agreement, and we know of no fact or situation that would represent a conflict of interest for us with regard to the Company.

Mr. Carl E. Lakey

November 8, 2011

Page 6

Relationship of the Parties

The parties intend that an independent contractor relationship will be created by this Agreement. As an independent contractor, CMS will have complete and exclusive charge of the management and operation of its business, including hiring and paying the wages and other compensation of all its employees and agents and paying all bills, expenses and other charges incurred or payable with respect to the operation of its business. Neither the Temporary Staff nor CMS will be entitled to receive from the Company any vacation pay, sick leave, retirement, pension or social security benefits, workers’ compensation, disability, unemployment insurance benefits, health or life insurance benefits, or any other employee benefits except as may be provided under the Company’s D&O Coverage. CMS will be responsible for all employment, withholding, income and other taxes incurred in connection with the operation and conduct of its business. Temporary Staff will not be considered employees of the Company.

Confidentiality

CMS agrees to keep, and to cause the Temporary Staff to keep, confidential all information obtained from the Company and neither CMS nor the Temporary Staff will disclose to any other person or entity, or use for any purpose other than specified herein, any information pertaining to the Company or any affiliate thereof which is either non-public, confidential or proprietary in nature (“Information”) that it obtains or is given access to during the performance of the services provided hereunder. The foregoing is not intended to nor shall be construed as prohibiting CMS or the Temporary Staff from disclosure pursuant to a valid subpoena or court order, but neither CMS nor such Temporary Staff shall encourage, suggest, invite or request, or assist in securing, any such subpoena or court order and the Temporary Staff shall immediately give notice of any such subpoena or court order by fax transmission to the Company. Furthermore, CMS and the Temporary Staff may make reasonable disclosures of information to other Temporary Staff pursuant to assignments hereunder. In addition, CMS and the Temporary Staff will have the right to disclose to others in the normal course of business the existence of this Agreement.

Information includes data, plans, reports, schedules, drawings, accounts, records, calculations, specifications, flow sheets, computer programs, source or object codes, results, models, or any work product relating to the business of the Company, its subsidiaries, distributors, affiliates, vendors, customers, employees, contractors and consultants.

The Company acknowledges that all information (written or oral) generated by the Temporary Staff in connection with its engagement is intended solely for the benefit and use of the Company (limited to its management) in considering the transactions to

Mr. Carl E. Lakey

November 8, 2011

Page 7

which it relates. The Company agrees that no such information shall be used for any other purpose or reproduced, disseminated, quoted or referred to with attribution to CMS at any time in any manner or for any purpose other than accomplishing the tasks referred to herein, without CMS’ prior approval (which shall not be unreasonably withheld) except as required by law.

Framework of the Engagement: Non-Audit

The Company acknowledges that it is hiring the CRO and other Temporary Staff to manage the Treasury and Financial Reporting functions, advise on the restructuring of business and other analysis and restructuring of the Company. This engagement shall not constitute an audit, review or compilation, or any other type of financial statement reporting or consulting engagement that is subject to the rules of the AICPA, the SSCS or other such state and national professional bodies. Further, we understand that we are entitled, in general, to rely on the accuracy and validity of the data disclosed to us or supplied to us by employees and representatives of the Company.

Indemnification

In consideration for our agreement to enter into this Agreement and to act as CRO and other Temporary Staff, the Company agrees to provide all CMS personnel acting as an officer of the Company, including John T. Young, Jr., as CRO, the most favorable indemnities provided by the Company to its officers and directors, whether under the Company’s by-laws, by contract, applicable law or otherwise (the “Company Indemnification”). The Company Indemnification is in addition to the indemnification afforded CMS under the attached Schedule 2, with the understanding, however , that to the extent the indemnification contained in Schedule 2 is broader than the Company Indemnification, the Company Indemnification will control. In the event that other Temporary Staff become officers of the Company, such individuals will be entitled to receive the same indemnification described above with respect to Mr. Young.

Limitation of Liability

CMS and any of its managers, members, officers, directors, employees, agents, affiliates, successors, heirs or assigns shall not be liable to the Company or to any of its equity holders for any loss or damage, except as such is finally adjudicated to be a direct result of CMS’ gross negligence or willful misconduct. CMS will in no case be liable for special, incidental, consequential, punitive or indirect loss or damage, including, but not limited to, lost profits, lost opportunities or lost savings, whether or not such are foreseeable or CMS has been advised of the possibility of such loss or damage. CMS’ liability, if any, under or in relation to this Agreement shall be limited in amount to fees paid to CMS by the Company hereunder.

Mr. Carl E. Lakey

November 8, 2011

Page 8

Directors’ and Officers’ Insurance

The Company agrees that it will maintain its existing D&O Coverage and that the Company will cause Mr. John T. Young, Jr., or any CMS representative who succeeds Mr. Young as CRO and is approved by the Company in writing, to be named as an insured on such policy which D&O Coverage shall be a condition of the commencement of services under this Agreement.

Governing Law

This letter Agreement is governed by and construed in accordance with the laws of the State of Texas with respect to contracts made and to be performed entirely therein and without regard to choice oflaw principles thereof.

Termination and Survival

Either the Company or CMS may terminate this engagement at any time and for any reason whatsoever provided that, if terminated by either party, all professional fees and expenses due, both billed and unbilled, up through the time and date of termination shall become immediately due and payable and set off first against the retainer with any balance due to either the Company or to CMS paid immediately thereafter. The confidentiality, covenant regarding hiring of CMS employees, indemnification, limitation of liability and dispute resolution provisions of this agreement shall survive termination of CMS’ engagement by the Company.

Severability

If any term, provision or portion of this Agreement shall be determined to be invalid, void or unenforceable, the remainder of the terms, provisions and portions of this agreement letter shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Complete Understanding

This Agreement sets forth the entire understanding of the parties concerning the matters contained herein and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the matters contained herein.

Modification

This Agreement may not be altered, modified or changed in any manner except by a writing duly executed by the parties hereto.

Mr. Carl E. Lakey

November 8, 2011

Page 9

Notices

All notices required or permitted to be delivered under this letter agreement shall be sent, if to CMS, to the address set forth at the head of this letter, to the attention of Mr. Van E. Conway, and if to the Company, to the address set forth above to the attention of the Company’s General Counsel, or to such other name or address as may be given in writing to the other party. All notices under this agreement letter shall be sufficient if delivered by facsimile or overnight mail. Any notice shall be deemed to be given only upon actual receipt.

Mr. Carl E. Lakey

November 8, 2011

Page 10

If you are in agreement with the foregoing terms of our engagement, please sign and date in acknowledgment in the space provided below and return via facsimile and via overnight mail one executed original of this Agreement. Upon receipt of this executed Agreement, the funding of the $100,000 retainer amount and notice of the effectiveness of the D&O Coverage, we will commence work immediately.

We appreciate this opportunity to be of assistance to the Company and look forward to working with you on this important matter.

We look forward to working with you.

Sincerely,

CONWAY MACKENZIE MANAGEMENT SERVICES, LLC

John T. Young, Jr.

Senior Managing Director

Acknowledged and agreed to:


		Delta Petroleum Corporation

		By:

		Its:		CEO

		Dated:		11/9/11

Mr. Carl E. Lakey

November 8, 2011

Page 11

Exhibit A

Compensation


Name	Description	Hourly Rate
John T. Young, Jr.	Chief Restructuring Officer	$	495	¹
Kent J. Laber	Restructuring Manager	$	465
Jeffrey N. Huddleston	Restructuring Manager	$	425
R. Seth Bullock	Restructuring Manager	$	400
Mary Katherine Turner	Restructuring Manager	$	325
Kay-la Hughes	Restructuring Assistant	$	185

The parties agree that Exhibit A can be amended from time to time to add or delete staff and the weekly billing shall be treated by the parties as such amendments, subject to Company approval.

Our fees of our other personnel that may become Temporary Staff for the Company from time to time under this Agreement will be based on the hours charged at our hourly rates, as follows:


Managing and Senior Managing Directors	$	450 - $595
Senior Associates and Directors	$	300 - $450
Administrative and Paraprofessional	$	145 - $195

1.	Rate represents agreed upon discount from standard rate of $550 per hour. Upon entry of a Chapter 11 process standard rate will apply.

Mr. Carl E. Lakey

November 8, 2011

Page 12

Schedule 1

Definitions and Interpretation


Agreement	The terms and conditions set out in this letter.

Confidential Information	All written information and materials which are marked confidential or which are by their nature clearly confidential obtained under or in connection with this Agreement other than:

		• any information which is already in the public domain otherwise than as a result of a breach of this Agreement;

		• any information which was rightfully in the possession of a Party prior to the disclosure by the other Party and acquired from sources other than the other Party, or

		• any information obtained from a third party who is free to divulge such information.

Expenses	Costs and expenses which are incurred by CMS, its affiliates and its personnel in the performance of the Services.

Fees	The fees payable by the Company to CMS in accordance with Exhibit A.

General Terms and Conditions	The terms and conditions attached to and forming part of this Agreement.

Party or Parties	A party or the parties to this Agreement (as the case may be).

Personnel	Directors, officers, employees, agents, contractors and subcontractors.

Schedules	The Schedules attached to and forming part of this Agreement, as such schedules may be amended from time-to-time in accordance with this Agreement.

Services	The services to be provided by CMS under this Agreement.

Termination Date	The date on which this Agreement shall terminate.

Mr. Carl E. Lakey

November 8, 2011

Page 13

Schedule 2

In the event that CMS or any of its affiliates, partners, officers, directors, shareholders, agents, employees or controlling persons (collectively, the “Indemnified Persons” and each, an “Indemnified Person”) becomes involved in any capacity in any claim, action, proceeding or investigation (collectively, “Actions”) brought by or against any person, including equity holders of the Company, in connection with or as a result of either CMS’ engagement or any matter referred to in this Agreement, the Company periodically will advance to the Indemnified Persons amounts necessary to pay their reasonable, documented, out-of-pocket legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith; provided, however, that if it is finally found (in a non-appealable judgment) by a court of competent jurisdiction that any loss, claim, judgment, damage or liability of an Indemnified Person has resulted primarily from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement, such Indemnified Person shall repay such portion of the advanced amounts that is attributable to expenses incurred in relation to the act or omission of such Indemnified Person that is the subject of such non-appealable judgment. The Company also will indemnify and hold the Indemnified Persons harmless from and against any and all losses, claims, judgments, damages or liabilities to which such Indemnified Person may become subject under any applicable law, or otherwise, that is related to, arising out of, or in connection with either CMS’ engagement or any matter referred to in this Agreement and without regard to the exclusive or contributory negligence of any Indemnified Person except to the extent that it is finally found (in a non-appealable judgment) that any such loss, claim, damage of liability resulted primarily from the gross negligence, willful misconduct or bad faith of the Indemnified Persons in performing the services that are the subject of this Agreement.

Upon receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity may be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure to so notify the Company shall not relieve the Company from any liability that the Company may have on account of this indemnity or otherwise, except to the extent the Company shall have been materially prejudiced by such failure. The Company shall, if requested by the Indemnified Person, assume the defense of any such Action, including the employment of counsel reasonably satisfactory to the Indemnified Person. An Indemnified Person may retain separate counsel to represent it in the defense of any Action, which shall be at the expense of the Company if (i) the Indemnified Party does not request the Company to assume the defense of any such Action or the Company does not assume the defense of the Action within a reasonable period of time after being requested to assume the defense of the Action, or (ii) the Indemnified Person is advised by counsel in writing that there is an actual or potential conflict in the Company’s and the Indemnified Person’s respective interests or additional defenses are available to the Indemnified Person, which makes representation by the same counsel inappropriate; provided that in no event shall the Company be obligated to pay expenses for more than one counsel in any one jurisdiction for all Indemnified Persons in connection with any Action.

Mr. Carl E. Lakey

November 8, 2011

Page 14

No Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or its equity holders or creditors related to, arising out of, or in connection with, advise or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated in this Agreement or any Indemnified Person’s actions or inactions in connection with any such advise, services or transactions except to the extent any loss, claim, judgment, damage or liability is finally found (in a non-appealable judgment) by a court of competent jurisdiction to have resulted from the Indemnified Person’s gross negligence or willful misconduct.

If for any reason the foregoing indemnification is unavailable to an Indemnified Person or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by the Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect (i) the relative economic benefits to the Company and its equity holders, on the one hand, and to the Indemnified Persons, on the other hand, of the matters covered by this engagement; or (ii) if the allocation provided by the immediately preceding clause is not permitted by applicable law, not only such relative economic benefits but also the relative fault of the Company, on the one hand, and the Indemnified Persons, on the other hand, with respect to such loss, claim, damage or liability and any other relevant equitable considerations. For purposes of this paragraph, the relative economic benefits to the Indemnified Persons of the matters contemplated in this Agreement, shall be deemed to be the fees paid or to be paid to CMS under this Agreement; provided, however, that, to the extent permitted by applicable law, in no event shall the Indemnified Persons be required to contribute an aggregate amount in excess of the aggregate fees actually paid to CMS under this Agreement.

The reimbursement, indemnity and contribution obligations of the Company in this Schedule I shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliate of the Indemnified Persons, and shall be binding upon and inure to the benefit of any successors, heirs and personal representatives of the Company, the Indemnified Persons, any such affiliate and any such person.

The Company shall not be required to indemnify an Indemnified Person for any amount paid or payable by the Indemnified Person in the settlement of any action, proceeding or investigation without the written consent of the Company, which consent shall not be unreasonably withheld.

Exhibit 10.43

LOGO

September 25, 2013

William Monteleone

Two North Riverside Plaza, Suite 200

Chicago, Illinois 60606

Dear Mr. Monteleone:

I am very pleased to confirm your employment relationship with Par Petroleum Corporation (the “Company”). The following summarizes some of the key provisions of your proposed compensation package with the Company. This is only a summary and the details and terms of the benefits will be controlled by the governing plan documents and Company policies.

Salary: Upon your employment with the Company, you will be paid an annual base salary of $200,000 no less frequently than on a semi-monthly basis in accordance with Company payroll practices. Your compensation will be reviewed annually.

Bonus: Upon your employment with the Company, you will be eligible to receive an annual bonus. However, the decision to provide any annual bonus and the amount and terms of any annual bonus shall be in the sole and absolute discretion of the compensation committee of the Company’s board of directors.

Long Term Incentive: Upon your employment with the Company, you will be granted a value of $250,000 in restricted Company common stock under the Company’s 2012 Long Term Incentive Plan (the “Plan”). In addition, if you are continuously employed with the Company from the commencement of your employment with the Company to December 31, 2013, you will be granted a value of $250,000 in restricted Company common stock under the Plan on such date. In each case, the actual number of shares granted will be determined based on the average volume weighted average price of the Company’s common stock for the 60 days immediately preceding the date of grant consistent with the Plan, as determined by the compensation committee of the Company’s board of directors. Subject to the terms thereof, these restricted stock grants will vest over a 5-year period on each anniversary of the date of grant with 100% vesting accelerated for certain events such as a change in control of the Company.

Benefits: Upon your employment with the Company and subject to your satisfaction of applicable eligibility provisions thereof, you will be entitled to participate in any benefit plans as may be offered from time to time by the Company to its employees generally. In addition, subject to your satisfaction of applicable eligibility provisions thereof, you will be entitled to participate in the Company’s 401(k) plan.

LOGO

William Monteleone

September 25, 2013

Page 2

Reimbursement of Expenses: You will be entitled to reimbursement for reasonable out-of-pocket business expenses incurred in connection with the performance of your duties and responsibilities to the extent consistent with the Company’s policies in effect from time to time, including “business class” air travel between Chicago, Illinois and Houston, Texas and living expenses of up to a maximum of $2,200 per month in Houston, Texas.

Background Check: This offer is conditional on the Company’s satisfactory review of a background check on you.

Employee Confidentiality and Proprietary Rights Agreement: Enclosed is a copy of the Company’s Employee Confidentiality and Proprietary Rights Agreement. The offer is also conditional on our mutual execution of that agreement.

All compensation and benefits are subject to federal, state and local taxes.

As you know, this letter does not serve as an employment contract. Your employment will be “at will” and for no fixed duration and may be terminated by either party at any time for any reason. The Company acknowledges that you may devote a portion of your business time to the business and affairs of Equity Group Investments and its affiliates for which you will be compensated by Equity Group Investments, so long as such activities do not materially interfere with the performance of your duties and responsibilities to the Company.

By executing and returning this letter, you are also confirming that you are not subject to any non-competition agreement, non-solicitation agreement or other restrictive covenant from your current employer or any other party that will be violated by your execution and performance of this letter.

If you agree with the terms and conditions of this letter and confirm the above paragraph, I would appreciate your signing the enclosed copy of the letter in the space below and returning it to me.

Very truly yours,

/s/ Jacob Mercer

Jacob Mercer

Chairman of Compensation Committee of
the Board of Directors


AGREED AND ACCEPTED:

/s/ William Monteleone Date: 9/25
William Monteleone

Exhibit 10.44

LOGO

December 27, 2012

Peter Coxon

Dear Peter:

Par Petroleum Corporation. (“PAR”) is looking forward to your employment with PAR and building the future of PAR with you. The following summarizes some of the key provisions of your proposed compensation package with PAR. This is only a summary and the details and terms of the benefits will be controlled by the governing plan documents and PAR policies.

Salary: Upon your employment with PAR, you will be paid an annual base salary of $250,000 no less frequently than on a semi-monthly basis in accordance with PAR payroll practices. Your compensation will be reviewed annually.

Long Term Incentive: Upon your employment with PAR, you will be granted a value of $1,500,000 in restricted PAR common stock under the PAR Long-Term Incentive Plan. The actual number of shares granted will be determined based on the average volume weighted average price of PAR common stock for the 60 days immediately preceding your employment date consistent with the current PAR Long-Term Incentive Plan as determined by the compensation committee of PAR’s board of directors. This restricted stock grant will vest over a 5-year period on each anniversary of the grant with 100% vesting accelerated for certain events such as a change in control of PAR.

Profit Sharing Bonus: Upon your employment with PAR, you will be eligible to participate in a 20% profit sharing program. The calculation of the bonus pool is expected to be generally consistent with past practices at SEACOR Energy, except that certain corporate costs are excluded and a capital cost element will be included. The allocation of the bonus to you will be based upon your performance and contributions to the profitability of PAR. The cash bonus will be paid in three annual installments on a 60/20/20 basis with 100% vesting accelerated for certain events such as a change in control of PAR.

All compensation and benefits are subject to federal, state and local taxes. The foregoing is just a summary and general overview.

We are very excited about the prospect of your joining PAR. If you have any questions, you may contact me at (713) 969-3293.

Sincerely

/s/ John T. Young Jr.

John T. Young, Jr.

Chief Executive Officer

Exhibit 10.45

LOGO

May 22, 2013

Brice Tarzwell

7904 Briar Brook Court

Dallas, TX 75218

Dear Brice:

I am very pleased to extend this offer to you to join Par Petroleum Corporation (the “Company”). We are looking forward to your employment with the Company and building the future of the Company with you. The following summarizes some of the key provisions of your proposed compensation package with the Company. This is only a summary and the details and terms of the benefits will be controlled by the governing plan documents and Company policies.

Salary: Upon your employment with the Company, you will be paid an annual base salary of $250,000 no less frequently than on a semi-monthly basis in accordance with Company payroll practices. Your compensation will be reviewed annually.

Long Term Incentive: Upon your employment with the Company, you will be granted a value of $175,000 in restricted Company common stock under the Company’s 2012 Long Term Incentive Plan (the “Plan”). In addition, if you are continuously employed with the Company from the commencement of your employment with the Company to the one-year anniversary thereof, you will be granted a value of $175,000 in restricted Company common stock under the Plan on such anniversary. In each case, the actual number of shares granted will be determined based on the average volume weighted average price of the Company’s common stock for the 60 days immediately preceding the date of grant consistent with the Plan, as determined by the compensation committee of the Company’s board of directors. Subject to the terms thereof, these restricted stock grants will vest on the 24-month anniversary of your commencement of employment with the Company with 100% vesting accelerated for certain events such as a change in control of the Company.

LOGO

Background Check: This offer is conditional on the Company’s satisfactory review of a background check on you.

Employee Confidentiality and Proprietary Rights Agreement : Enclosed is a copy of the Company’s Employee Confidentiality and Proprietary Rights Agreement. The offer is also conditional on our mutual execution of that agreement.

All compensation and benefits are subject to federal, state and local taxes.

As you know, this letter does not serve as an employment contract. Your employment will be “at will” and for no fixed duration and may be terminated by either party at any time for any reason.

If you agree with the terms and conditions of this letter and confirm the above paragraph, I would appreciate your signing the enclosed copy of the letter in the space below and returning it to me.

Sincerely

/s/ R Seth Bullock

R Seth Bullock

Chief Financial Officer

AGREED and ACCEPTED:

/s/ Brice Tarzwell Date: May 22, 2013

Brice Tarzwell

Exhibit 10.46

PAR PETROLEUM CORPORATION

AWARD OF RESTRICTED STOCK

(Director)

In this Award, Par Petroleum Corporation (the “ Company ”) grants to William Monteleone (the “ Participant ”), a Director, Restricted Stock under the Par Petroleum Corporation 2012 Long Term Incentive Plan (“ Plan ”). This Award of Restricted Stock is governed by the terms of this Award document and the Plan. All capitalized terms not defined in this Award shall have the meaning of such terms as provided in the Plan.

The “ Date of Grant ” is December 31, 2012.

The total number of shares of Restricted Stock granted is 22,892.

The Vesting Dates for the Restricted Stock granted in this Award are as follows:

Subject to item 4 below, Participant shall not become vested in any of the Restricted Stock granted unless he or she is continuously a Director of the Company from the Date of Grant through the Vesting Date, and Participant may not sell, assign, transfer, exchange, pledge, encumber, gift, devise, hypothecate or otherwise dispose of any Restricted Stock until such Restricted Stock become Vested as provided herein. The transfer restrictions and substantial risk of forfeiture imposed in the foregoing sentence shall lapse on the following applicable dates (each a “ Vesting Date ”): as to 100% of the Restricted Stock on the first anniversary of the Date of Grant. The Restricted Stock as to which such restrictions so lapse are referred to as “ Vested .”

Other Vesting Events are as follows:

Notwithstanding the foregoing vesting schedule in item 3, the Restricted Stock will be 100% Vested upon any one of the following “ Vesting Events ”: (a) Participant’s termination as a Director and Service due to death, or Disability, or (b) upon a Change in Control. The date of the Participant’s termination of directorship and Service on account of one of the Vesting Events shall be the Vesting Date for purposes of this Award. The date of the Change in Control shall be the Vesting Date for purposes of this Award.

Other Terms and Conditions:

(a) No Fractional Shares. All provisions of this Award concern whole shares of Stock. If the application of any provision hereunder would yield a fractional share, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more.

(b) Not an Employment or Service Agreement. This Award is not an employment agreement, and this Award shall not be, and no provision of this Award shall be construed or interpreted to create any right of Participant to provide services to the Company or any of its Affiliates or otherwise continue as a Director.

(c) Independent Tax Advice and Acknowledgments. Participant has been advised and Participant hereby acknowledges that he or she has been advised to obtain independent legal and tax advice regarding this Award, the grant of the Restricted Stock and the disposition of such shares, including, without limitation, the election available under Section 83(b) of the Internal Revenue Code. Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions of the Plan and this Award.

The Restricted Stock granted hereunder will be subject to all applicable federal, state and local taxes domestic and foreign and withholding requirements (including, without limitation, any withholding required under any other employee benefit plan maintained by the Company or an Affiliate). The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee or the Board, as appropriate, upon any questions arising under the Plan or this Award.


PARTICIPANT: William Monteleone

Signature:		/s/ William Monteleone
Date:		December 31, 2012

PAR PETROLEUM CORPORATION

By:		/s/ R Seth Bullock
		R. Seth Bullock, Chief Financial Officer
Date:		December 31, 2012

Exhibit 10.47

PAR PETROLEUM CORPORATION

AWARD OF RESTRICTED STOCK

(Employee)

In this Award, Par Petroleum Corporation (the “ Company ”) grants to William Monteleone (the “ Participant ”), an Employee, Restricted Stock under the Par Petroleum Corporation 2012 Long Term Incentive Plan (“ Plan ”). This Award of Restricted Stock is governed by the terms of this Award document and the Plan. All capitalized terms not defined in this Award shall have the meaning of such terms as provided in the Plan.

The “ Date of Grant ” is September 25, 2013 .

The total number of shares of Restricted Stock granted is 141,219.

The Vesting Dates for the Restricted Stock granted in this Award are as follows:

Subject to item 4 below, Participant shall not become vested in any of the Restricted Stock granted unless he or she is continuously employed with the Company or an Affiliate from the Date of Grant through the Vesting Date, and Participant may not sell, assign, transfer, exchange, pledge, encumber, gift, devise, hypothecate or otherwise dispose of any Restricted Stock until such Restricted Stock become Vested as provided herein. The transfer restrictions and substantial risk of forfeiture imposed in the foregoing sentence shall lapse on the following applicable dates (each a “ Vesting Date ”): as to one fifth (1/5) of the Restricted Stock on the first anniversary of the Date of Grant and an additional one fifth (1/5) of the Restricted Stock on each subsequent anniversary of the Date of Grant until the Restricted Stock is 100% Vested. The Restricted Stock as to which such restrictions so lapse are referred to as “ Vested .”

Other Vesting Events are as follows:

Notwithstanding the foregoing vesting schedule in item 3, the Restricted Stock will be 100% Vested upon any one of the following “ Vesting Events ”: (a) Participant’s termination of employment with the Company and its Affiliates due to death, or Disability, (b) the Participant’s termination of employment by the Company and its Affiliates or without Cause or (c) upon a Change in Control. The date of the Participant’s termination of employment with the Company and its Affiliates on account of one of the Vesting Events shall be the Vesting Date for purposes of this Award. The date of the Change in Control shall be the Vesting Date for purposes of this Award.

Other Terms and Conditions:

(b) Not an Employment or Service Agreement. This Award is not an employment agreement, and this Award shall not be, and no provision of this Award shall be construed or interpreted to create any right of Participant to continue employment with or provide services to the Company or any of its Affiliates.


PARTICIPANT: William Monteleone

Signature:		/s/ William Monteleone
Date:		September 25, 2013

PAR PETROLEUM CORPORATION

By:		/s/ R Seth Bullock
		R. Seth Bullock, Chief Financial Officer
Date:		September 25, 2013

Exhibit 10.48

PAR PETROLEUM CORPORATION

AWARD OF RESTRICTED STOCK

(Employee)

The “ Date of Grant ” is February 14, 2014.

The total number of shares of Restricted Stock granted is 11,777.

The Vesting Dates for the Restricted Stock granted in this Award are as follows:

Subject to item 4 below, Participant shall not become vested in any of the Restricted Stock granted unless he or she is continuously employed with the Company or an Affiliate from the Date of Grant through the Vesting Date, and Participant may not sell, assign, transfer, exchange, pledge, encumber, gift, devise, hypothecate or otherwise dispose of any Restricted Stock until such Restricted Stock become Vested as provided herein. The transfer restrictions and substantial risk of forfeiture imposed in the foregoing sentence shall lapse on the following applicable dates (each a “ Vesting Date ”): as to one fifth (1/5) of the Restricted Stock on December 31, 2014 and an additional one fifth (1/5) of the Restricted Stock on each anniversary of December 31, 2014 until the Restricted Stock is 100% Vested. The Restricted Stock as to which such restrictions so lapse are referred to as “ Vested .”

Other Vesting Events are as follows:

Notwithstanding the foregoing vesting schedule in item 3, the Restricted Stock will be 100% Vested upon any one of the following “ Vesting Events ”: (a) Participant’s termination of employment with the Company and its Affiliates due to death, or Disability, (b) the Participant’s termination of employment by the Company and its Affiliates or without Cause or (c) upon a Change in Control. The date of the Participant’s termination of employment with the Company and its Affiliates on account of one of the Vesting Events shall be the Vesting Date for purposes of this Award. The date of the Change in Control shall be the Vesting Date for purposes of this Award.

Other Terms and Conditions:

(b) Not an Employment or Service Agreement. This Award is not an employment agreement, and this Award shall not be, and no provision of this Award shall be construed or interpreted to create any right of Participant to continue employment with or provide services to the Company or any of its Affiliates.


PARTICIPANT: William Monteleone

Signature:		/s/ William Monteleone
Date:		February 14, 2014

PAR PETROLEUM CORPORATION

By:		/s/ Brice Tarzwell
Name:		Brice Tarzwell
Title:		Senior Vice President, Chief Legal Officer and Secretary

Date:		February 14, 2014

Exhibit 10.49

PAR PETROLEUM CORPORATION

AWARD OF RESTRICTED STOCK

(Employee)

In this Award, Par Petroleum Corporation (the “ Company ”) grants to Peter Coxon (the “ Participant ”), an Employee, Restricted Stock under the Par Petroleum Corporation 2012 Long Term Incentive Plan (“ Plan ”). This Award of Restricted Stock is governed by the terms of this Award document and the Plan. All capitalized terms not defined in this Award shall have the meaning of such terms as provided in the Plan.

The “ Date of Grant ” is December 31, 2012.

The total number of shares of Restricted Stock granted is 1,369,738.

The Vesting Dates for the Restricted Stock granted in this Award are as follows:

Subject to item 4 below, Participant shall not become vested in any of the Restricted Stock granted unless he or she is continuously employed with the Company or an Affiliate from the Date of Grant through the Vesting Date, and Participant may not sell, assign, transfer, exchange, pledge, encumber, gift, devise, hypothecate or otherwise dispose of any Restricted Stock until such Restricted Stock become Vested as provided herein. The transfer restrictions and substantial risk of forfeiture imposed in the foregoing sentence shall lapse on the following applicable dates (each a “ Vesting Date ”): as to one fifth (1/5) of the Restricted Stock on the first anniversary of the Date of Grant and an additional one fifth (1/5) of the Restricted Stock on each subsequent anniversary of the Date of Grant until the Restricted Stock are 100% Vested. The Restricted Stock as to which such restrictions so lapse are referred to as “ Vested .”

Other Vesting Events are as follows:

Notwithstanding the foregoing vesting schedule in item 3, the Restricted Stock will be 100% Vested upon any one of the following “ Vesting Events ”: (a) Participant’s termination of employment with the Company and its Affiliates due to death, or Disability, (b) the Participant’s termination of employment by the Company and its Affiliates or without Cause or (c) upon a Change in Control. The date of the Participant’s termination of employment with the Company and its Affiliates on account of one of the Vesting Events shall be the Vesting Date for purposes of this Award. The date of the Change in Control shall be the Vesting Date for purposes of this Award.

Other Terms and Conditions:

(b) Not an Employment or Service Agreement. This Award is not an employment agreement, and this Award shall not be, and no provision of this Award shall be construed or interpreted to create any right of Participant to continue employment with or provide services to the Company or any of its Affiliates.


PARTICIPANT: Peter Coxon

Signature:		/s/ Peter Coxon
Date:		December 31, 2012

PAR PETROLEUM CORPORATION

By:		/s/ R Seth Bullock
		R. Seth Bullock, Chief Financial Officer
Date:		December 31, 2012

Exhibit 10.50

PAR PETROLEUM CORPORATION

AWARD OF RESTRICTED STOCK

(Employee)

In this Award, Par Petroleum Corporation (the “ Company ”) grants to Brice Tarzwell (the “ Participant ”), an Employee, Restricted Stock under the Par Petroleum Corporation 2012 Long Term Incentive Plan (“ Plan ”). This Award of Restricted Stock is governed by the terms of this Award document and the Plan. All capitalized terms not defined in this Award shall have the meaning of such terms as provided in the Plan.

The “ Date of Grant ” is June 3, 2013.

The total number of shares of Restricted Stock granted is 108,682.

The Vesting Dates for the Restricted Stock granted in this Award are as follows:

Subject to item 4 below, Participant shall not become vested in any of the Restricted Stock granted unless he or she is continuously employed with the Company or an Affiliate from the Date of Grant through the Vesting Date, and Participant may not sell, assign, transfer, exchange, pledge, encumber, gift, devise, hypothecate or otherwise dispose of any Restricted Stock until such Restricted Stock become Vested as provided herein. The transfer restrictions and substantial risk of forfeiture imposed in the foregoing sentence shall lapse as to all of the Restricted Stock on the second anniversary of the Date of Grant (“ Vesting Date ”). The Restricted Stock as to which such restrictions so lapse are referred to as “ Vested .”

Other Vesting Events are as follows:

Notwithstanding the foregoing vesting schedule in item 3, the Restricted Stock will be 100% Vested upon any one of the following “ Vesting Events ”: (a) Participant’s termination of employment with the Company and its Affiliates due to death or Disability, (b) the Participant’s termination of employment by the Company and its Affiliates without Cause or (c) upon a Change in Control. The date of the Participant’s termination of employment with the Company and its Affiliates on account of one of the Vesting Events shall be the Vesting Date for purposes of this Award. The date of the Change in Control shall be the Vesting Date for purposes of this Award.

Other Terms and Conditions:

(b) Not an Employment or Service Agreement. This Award is not an employment agreement, and this Award shall not be, and no provision of this Award shall be construed or interpreted to create any right of Participant to continue employment with or provide services to the Company or any of its Affiliates.


PARTICIPANT: Brice Tarzwell

Signature:		/s/ Brice Tarzwell
Date:		June 3, 2013

PAR PETROLEUM CORPORATION

By:		/s/ R. Seth Bullock
		R. Seth Bullock, Chief Financial Officer
Date:		6/3/2013

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a)/15d-14(a) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, William Monteleone, certify that:

1.	I have reviewed this annual report on Form 10-K/A (Amendment No. 3) of Par Petroleum Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Date: July 2, 2014

/s/ William Monteleone

William Monteleone

Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a)/15d-14(a) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Christopher Micklas, certify that:

1.	I have reviewed this annual report on Form 10-K/A (Amendment No. 3) of Par Petroleum Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Date: July 2, 2014

/s/ Christopher Micklas

Christopher Micklas

Chief Financial Officer