Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement

Amendment No. 2 to Term Loan Credit Agreement

On February 28, 2023, Par Pacific Holdings, Inc., a Delaware corporation (the "Company"), Par Petroleum, LLC, a Delaware limited liability company ("Par LLC"), and Par Petroleum Finance Corp., a Delaware corporation ("Finance Corp."), entered into a term loan credit agreement (as amended by Amendment No. 1 to Term Loan Credit Agreement, dated April 8, 2024, the "Term Loan Credit Agreement") with Wells Fargo Bank, National Association, as administrative agent (the "Agent"), and the lenders party thereto ("Lenders"). Pursuant to the Term Loan Credit Agreement, the Lenders made an initial senior secured term loan in the principal amount of $550.0 million.

On November 18, 2024, the Company, Par LLC and Finance Corp. received indications of commitments from the Lenders to increase the size of the term loan by $100.0 million to an aggregate initial principal balance of $650.0 million with an aggregate outstanding principal balance of $641.750 million pursuant to the Amendment No. 2 to Term Loan Credit Agreement ("Amendment No. 2"). The proceeds of the increase will be used for general corporate purposes. Amendment No. 2 is expected to be executed on or around November 25, 2024 and will be effective as of that date.

The foregoing description of Amendment No. 2 is qualified in its entirety by reference to Amendment No. 2, a copy of which will be filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated by reference herein.

This Current Report on Form 8-K includes certain "forward-looking statements" within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, which are intended to qualify for the "safe harbor" from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements about the timing and execution of Amendment No. 2, are forward-looking statements subject to risk, including the risk of market conditions and risks identified in our other filings. The Company cannot provide assurances that the assumptions upon which these forward-looking statements are based will prove to have been correct. Should one of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward-looking statements, and investors are cautioned not to place undue reliance on these forward-looking statements, which are current only as of the date of this Current Report on Form 8-K. Except as required by applicable law, the Company does not intend to update or revise any forward-looking statements made herein or any other forward looking statements as a result of new information, future events or otherwise.