EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2015 • Northern Tier Energy LP • Petroleum refining • Arizona
This EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Northern Tier Energy LLC, a Delaware limited liability company (the “Company”), and __________________ (“Executive”).
Northern Tier Energy LP Common Units Underwriting AgreementUnderwriting Agreement • August 15th, 2013 • Northern Tier Energy LP • Petroleum refining • New York
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NORTHERN TIER ENERGY LPAgreement • August 2nd, 2012 • Northern Tier Energy LP • Petroleum refining • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NORTHERN TIER ENERGY LP dated as of July 31, 2012, is entered into by and between Northern Tier Energy GP LLC, a Delaware limited liability company, as the General Partner, and Northern Tier Holdings LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 29, 2014 Among THE FINANCIAL INSTITUTIONS PARTY HERETO, as the Lenders and THE FINANCIAL INSTITUTIONS PARTY HERETO, as Issuing Banks and JPMORGAN CHASE BANK, N.A., as Administrative Agent and...Credit Agreement • October 3rd, 2014 • Northern Tier Energy LP • Petroleum refining • New York
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 29, 2014 (this “Agreement”), is made by and among NORTHERN TIER ENERGY LLC, a Delaware limited liability company (“Holdings”), each other subsidiary of Holdings from time to time party hereto, the Lenders, the Issuing Banks from time to time party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders hereunder and as collateral agent for the Secured Parties (in such capacities, together with its successors in such capacities, the “Agent”).
FORM OF NORTHERN TIER ENERGY LP PHANTOM UNIT AGREEMENT (PERFORMANCE-BASED VESTING)Phantom Unit Agreement • December 8th, 2014 • Northern Tier Energy LP • Petroleum refining • Delaware
This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between Northern Tier Energy GP LLC, a Delaware limited liability company (the “General Partner”), and [ ] (the “Service Provider”). This Agreement is effective as of the [ ] day of [ ], 20[ ] (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
SHARED SERVICES AGREEMENT among WESTERN REFINING SOUTHWEST, INC. WESTERN REFINING COMPANY, L.P. and NORTHERN TIER ENERGY LLCShared Services Agreement • November 4th, 2014 • Northern Tier Energy LP • Petroleum refining
This SHARED SERVICES AGREEMENT (“Agreement”) is entered into as of October 30, 2014, to be effective as of September 1, 2014 (the “Effective Date”), by and among (a) Western Refining Southwest, Inc. an Arizona corporation, and Western Refining Company, L.P., a Delaware limited partnership (collectively, “Western”), on behalf of themselves and the other Western Parties (as defined herein), and (b) Northern Tier Energy LLC, a Delaware limited liability company (“Northern Tier”), on behalf of itself and the Northern Tier Parties (as defined herein). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties”.
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NORTHERN TIER ENERGY GP LLCLimited Liability Company Agreement • February 27th, 2014 • Northern Tier Energy LP • Petroleum refining • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT of Northern Tier Energy GP LLC, a Delaware limited liability company (the “Company”), dated as of November 12, 2013 is entered into by NT InterHoldCo LLC, a Delaware limited liability company (“InterHoldCo”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG TPG REFINING, L.P., ACON REFINING PARTNERS L.L.C., NTI MANAGEMENT COMPANY, L.P., NTR PARTNERS LLC, NTR PARTNERS II LLC, NORTHERN TIER INVESTORS, LLC, NORTHERN TIER HOLDINGS, LLC, AND...Registration Rights Agreement • August 2nd, 2012 • Northern Tier Energy LP • Petroleum refining • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of July 31, 2012, by and among Northern Tier Energy LP, a Delaware limited partnership (the “Partnership”), Northern Tier Holdings, LLC, a Delaware limited liability company (“Holdings”), Northern Tier Investors, LLC, a Delaware limited liability company (“NTI”), TPG Refining, L.P., a Delaware limited partnership (“TPG Refining”), ACON Refining Partners L.L.C., a Delaware limited liability company (“ACON Refining”), NTI Management Company, L.P., a Delaware limited partnership (“ManageCo”), NTR Partners LLC, a Delaware limited liability company, and NTR Partners II LLC, a Delaware limited liability company.
JOINDER AGREEMENT (Shared Services)Joinder Agreement • May 6th, 2015 • Northern Tier Energy LP • Petroleum refining
THIS JOINDER AGREEMENT (this “Agreement”), entered into as of May 4th, 2015 (the “Effective Date”), is by and among (a) Western Refining Southwest, Inc. an Arizona corporation, and Western Refining Company, L.P., a Delaware limited partnership (collectively, “Western”), on behalf of themselves and the other Western Parties, (b) Northern Tier Energy LLC, a Delaware limited liability company (“Northern Tier”), on behalf of itself and the Northern Tier Parties and (c) Western Refining Logistics, LP, a Delaware limited partnership (“WNRL”), on behalf of itself and the WNRL Parties (as defined herein). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 26th, 2015 • Northern Tier Energy LP • Petroleum refining • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”), entered into on [], is effective as of [], between Northern Tier Energy GP LLC, a Delaware limited liability company (the “General Partner”), Northern Tier Energy LP, a Delaware limited partnership (the “Partnership,” and together with the General Partner, the “Companies” and each a “Company”), and the undersigned director and/or officer of the Partnership (“Indemnitee”).
NORTHERN TIER ENERGY LP RESTRICTED UNIT AGREEMENT (Employees)Restricted Unit Agreement • December 17th, 2012 • Northern Tier Energy LP • Petroleum refining • Delaware
This Restricted Unit Agreement (this “Agreement”) is made as of [Date] between Northern Tier Energy LP, a Delaware limited partnership (the “Partnership”), and (the “Employee”) pursuant to the terms and conditions of the Northern Tier Energy LP 2012 Long Term Incentive Plan (the “Plan”). The Employee acknowledges receipt of a copy of the Plan, and agrees that the terms and provisions of the Plan, including any future amendments thereto, shall be deemed a part of this Agreement as if fully set forth herein. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan, unless the context requires otherwise.
Northern Tier Energy LLC Northern Tier Finance Corporation unconditionally guaranteed as to the payment of principal, premium, if any, and interest by Northern Tier Energy LP Northern Tier Bakery LLC Northern Tier Retail LLC Northern Tier Oil...Northern Tier Energy LP • October 3rd, 2014 • Petroleum refining • New York
Northern Tier Energy LLC, a. Delaware limited liability company (the “Issuer”), and Northern Tier Finance Corporation, a Delaware corporation and a wholly-owned subsidiary of the Issuer (“Finance Co” and, together with the Issuer, the “Issuers”), propose to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $75,000,000 aggregate principal amount of 7.125% Senior Secured Notes due 2020, which will be unconditionally guaranteed by the Guarantors (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • December 13th, 2011 • Northern Tier Energy, Inc. • Connecticut
This EMPLOYMENT AGREEMENT (the “Agreement”), effective as of December 1, 2010, by and between Northern Tier Energy LLC, a Delaware limited liability company (the “Company”), and Hank Kuchta (the “Executive”). This Agreement will become effective upon the consummation of the transaction (the “Transaction”) completed by that certain Formation Agreement, dated as of October 6, 2010 (as it may be amended from time to time, the “Formation Agreement”), by and among Marathon Petroleum Company LP, Speedway SuperAmerica LLC, and Northern Tier Investors LLC (“NTI LLC”). In the event that the Formation Agreement is terminated, this Agreement shall be null and void ab initio. All capitalized terms used and not defined herein shall have the meaning given to such terms in the Formation Agreement.
NORTHERN TIER ENERGY LLC, NORTHERN TIER FINANCE CORPORATION, THE SUBSIDIARY GUARANTORS PARTIES HERETO, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE AND COLLATERAL AGENT 10.50% Senior Secured Notes due 2017 INDENTURE Dated as of December 1, 2010Indenture • December 13th, 2011 • Northern Tier Energy, Inc. • New York
INDENTURE dated as of December 1, 2010, among NORTHERN TIER ENERGY LLC, a Delaware limited liability company (“Issuer”), NORTHERN TIER FINANCE CORPORATION, a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the SUBSIDIARY GUARANTORS (as defined herein) parties hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, (the “Trustee”), as Trustee, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, (the “Collateral Agent”), as collateral agent.
INCREMENTAL SUPPLEMENTIncremental Supplement • August 4th, 2016 • Northern Tier Energy LP • Petroleum refining • New York
This INCREMENTAL SUPPLEMENT, dated as of June 23, 2016 (this “Incremental Supplement”), is entered into by and among Western Refining, Inc., a Delaware corporation (the “Borrower”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, the “Administrative Agent”), and the Lenders named on the signature pages hereto, and acknowledged and (with respect to Section 5(e) only) agreed by the other Loan Parties named on the signature pages hereto.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 7th, 2014 • Northern Tier Energy LP • Petroleum refining • Arizona
THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), effective as of ___________, 2014, by and between Northern Tier Energy LLC, a Delaware limited liability company (the “Company”), and David L. Lamp (“Executive”). Unless otherwise indicated, capitalized terms used in this Agreement shall have the meanings as set forth in Section 22.
SUPPLEMENTAL INDENTURESupplemental Indenture • October 3rd, 2014 • Northern Tier Energy LP • Petroleum refining • New York
This Supplemental Indenture is entered into as of September 29, 2014 (this “Supplemental Indenture”), by and among Northern Tier Energy LLC, a Delaware limited liability company (the “Issuer”), Northern Tier Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Guarantors, Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and Deutsche Bank Trust Company Americas, as collateral agent, under the Indenture referred to below.
NORTHERN TIER ENERGY LP 2012 LONG TERM INCENTIVE PLAN RESTRICTED UNIT AGREEMENT (Time-Based)Northern Tier • May 7th, 2014 • Northern Tier Energy LP • Petroleum refining • Delaware
This Restricted Unit Agreement (this “Agreement”) is made as of the date written above (the “Date of Grant”) between Northern Tier Energy LP, a Delaware limited partnership (the “Partnership”), and David L. Lamp (“Executive”) pursuant to the terms and conditions of the Northern Tier Energy LP 2012 Long Term Incentive Plan (the “Plan”). Executive acknowledges receipt of a copy of the Plan, and agrees that the terms and provisions of the Plan, including any future amendments thereto, shall be deemed a part of this Agreement as if fully set forth herein. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan, unless the context requires otherwise.
ASPHALT TRUCKING TRANSPORTATION SERVICES AGREEMENTTrucking Transportation Services Agreement • August 4th, 2016 • Northern Tier Energy LP • Petroleum refining • Texas
This Asphalt Trucking Transportation Services Agreement (this “Agreement”) is dated effective as of January 1, 2016 (the “Effective Date”), by and among Western Refining Wholesale, LLC, a Delaware limited liability company (“Carrier”), Western Refining Company, L.P., a Delaware limited partnership (“Shipper”), and, solely for purposes of acknowledging Section 2(c) hereof, Western Refining Southwest, Inc., an Arizona corporation (“WRSW”). Carrier and Shipper are individually referred to as a “Party”, collectively to as “Parties”. Capitalized terms used throughout this Agreement shall have the meanings set forth in Exhibit A, unless otherwise specifically defined herein.
NTI MANAGEMENT COMPANY, L.P. CLASS C PROFIT UNIT GRANTNorthern Tier Energy, Inc. • December 13th, 2011 • Delaware
This CLASS C PROFIT UNIT GRANT (the “Agreement”) is made effective as of December 1, 2010 (the “Grant Date”) between NTI GenPar LLC as general partner (the “General Partner”) of NTI Management Company, L.P., a Delaware limited partnership (the “Partnership”), and Neal Murphy (the “Grantee”).
Re: Six Month Retention AgreementNorthern Tier Energy LP • December 26th, 2013 • Petroleum refining
As you know, Western Refining (“Western”) on November 12, 2013, acquired the general partner of, and a limited partner interest in, Northern Tier Energy LP (“NTE”). Over the next five months, Western and NTE will be working together to evaluate the long term staffing needs for NTE. This examination will include an analysis of both staffing requirements and work locations. During this roughly five-month evaluation process, through May 15, 2014, we would like you to remain in your current position in your current work location.
AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • February 10th, 2012 • Northern Tier Energy, Inc. • Petroleum refining • New York
This Amended and Restated Management Services Agreement (the “Agreement”) is entered into as of January 1, 2012, by and among, Northern Tier Energy, LLC, a Delaware limited liability company (together with its direct and indirect subsidiaries and any successor, the “Company”), TPG VI Management, LLC (“TPG”) and ACON Funds Management L.L.C (“ACON”, and together with TPG, the “Managers”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 2016 • Northern Tier Energy LP • Petroleum refining • Texas
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Western Refining GP, LLC, a Delaware limited liability company (the “Company”), and Gary R. Dalke (“Executive”), effective August 15, 2016 (the “Effective Date”).
NORTHERN TIER RETAIL LLC CONTRIBUTION AGREEMENT AMONG SPEEDWAY SUPERAMERICA LLC NORTHERN TIER RETAIL LLC AND NORTHERN TIER INVESTORS LLC DATED AS OF October 6, 2010Contribution Agreement • December 13th, 2011 • Northern Tier Energy, Inc. • New York
This NORTHERN TIER RETAIL LLC CONTRIBUTION AGREEMENT (this “Marketing Contribution Agreement”) dated as of October 6, 2010 is made by and among Speedway SuperAmerica LLC, a Delaware limited liability company (“SSA”), Northern Tier Retail LLC, a Delaware limited liability company (“NT Retail”) and Northern Tier Investors LLC, a Delaware limited liability company (“NTI”).
Re: Terms of Employment Dear Mr. Bonczek:Letter Agreement • August 5th, 2014 • Northern Tier Energy LP • Petroleum refining • Arizona
This letter agreement (the “Letter Agreement”) sets forth all terms and conditions governing your employment relationship with Northern Tier Energy LLC and its affiliates. If this Letter Agreement is acceptable to you, please execute this Letter Agreement where indicated and return to me at your earliest convenience.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and among WESTERN REFINING, INC., ST. PAUL PARK REFINING CO. LLC, WESTERN REFINING LOGISTICS GP, LLC and WESTERN REFINING LOGISTICS, LP dated as of September 7, 2016Contribution, Conveyance and Assumption Agreement • September 7th, 2016 • Northern Tier Energy LP • Petroleum refining • Texas
This Contribution, Conveyance and Assumption Agreement (this “Agreement”) is made and entered into as of September 7, 2016 by and among Western Refining, Inc., a Delaware corporation (“Western”), St. Paul Park Refining Co. LLC, a Delaware limited liability company (“SPPR”), Western Refining Logistics, LP, a Delaware limited partnership (the “Partnership”), and Western Refining Logistics GP, LLC, a Delaware limited liability company and general partner of the Partnership (the “General Partner”). Western, SPPR, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
Re: Six Month Retention AgreementRetention Agreement • December 26th, 2013 • Northern Tier Energy LP • Petroleum refining
As you know, Western Refining (“Western”) on November 12, 2013, acquired the general partner of, and a limited partner interest in, Northern Tier Energy LP (“NTE”). Over the next five months, Western and NTE will be working together to evaluate the long term staffing needs for NTE. This examination will include an analysis of both staffing requirements and work locations. During this roughly five-month evaluation process, through May 15, 2014, we would like you to remain in your current position in your current work location.
AGREEMENT AND PLAN OF MERGER by and among WESTERN REFINING, INC. WESTERN ACQUISITION CO, LLC and NORTHERN TIER ENERGY GP LLC NORTHERN TIER ENERGY LP Dated as of December 21, 2015Agreement and Plan of Merger • December 23rd, 2015 • Northern Tier Energy LP • Petroleum refining • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 21, 2015 (this “Agreement”), is entered into by and among Western Refining, Inc., a Delaware corporation (“WNR”), Western Acquisition Co, LLC, a Delaware limited liability company and wholly-owned subsidiary of WNR (“MergerCo” and, together with WNR, each a “Buyer Party” and collectively, the “Buyer Parties”), Northern Tier Energy LP, a Delaware limited partnership (“NTI”), and Northern Tier Energy GP LLC, a Delaware limited liability company and the general partner of NTI and wholly-owned subsidiary of WNR (“NTI GP”).
NORTHERN TIER BAKERY LLC CONTRIBUTION AGREEMENT AMONG SPEEDWAY SUPERAMERICA LLC, SUPERMOM’S LLC, NORTHERN TIER BAKERY LLC AND NORTHERN TIER INVESTORS LLC DATED AS OF October 6, 2010Contribution Agreement • December 13th, 2011 • Northern Tier Energy, Inc. • New York
This Northern Tier Bakery LLC Contribution Agreement (this “SuperMom’s Contribution Agreement”) dated as of October 6, 2010 is made by and among Speedway SuperAmerica LLC, a Delaware limited liability company (“SSA”), SuperMom’s LLC, a Delaware limited liability company (“SuperMom’s”), Northern Tier Bakery LLC, a Delaware limited liability company (“NT Bakery”), and Northern Tier Investors LLC, a Delaware limited liability company (“NTI”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • May 7th, 2012 • Northern Tier Energy, Inc. • Petroleum refining
This Settlement Agreement and Release (this “Agreement”) is made and entered into as of May 4, 2012 by and between Northern Tier Energy LLC, a Delaware limited liability company, with a principal address at 38C Grove Street, Suite 100, Ridgefield, CT 06877, (“NTE”) and Marathon Petroleum Company LP, a Delaware limited partnership, with a principal address at 539 South Main Street Findlay, Ohio 45840 (“MPC”) (each, a “Party”; collectively, the “Parties”).
PHANTOM UNIT AWARD AGREEMENT (TIME-BASED VESTING)Phantom Unit Award Agreement • May 2nd, 2014 • Northern Tier Energy LP • Petroleum refining • Delaware
This Phantom Unit Award Agreement (this “Agreement”) is made and entered into by and between Northern Tier Energy GP LLC, a Delaware limited liability company (the “General Partner”), and [_____________________] (the “Recipient”). This Agreement is effective as of the [_____] day of [________________], 20[__] (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
SEPARATION AGREEMENT AND RELEASE OF CLAIMSSeparation Agreement and Release of Claims • July 2nd, 2012 • Northern Tier Energy, Inc. • Petroleum refining • Connecticut
This Separation Agreement and General Release (this “Agreement”) is made by and between Neal E. Murphy (the “Executive”) and Northern Tier Energy LLC, a Delaware limited liability company (the “Company,” and together with the Executive, the “Parties”) as of November 2, 2011.
FORMATION AGREEMENT by and among MARATHON PETROLEUM COMPANY LP, SPEEDWAY SUPERAMERICA LLC and NORTHERN TIER INVESTORS LLC Dated as of October 6, 2010Formation Agreement • December 13th, 2011 • Northern Tier Energy, Inc. • New York
This FORMATION AGREEMENT (this “Formation Agreement”) dated as of October 6, 2010 is made by and among MARATHON PETROLEUM COMPANY LP, a Delaware limited partnership (“MPC”), SPEEDWAY SUPERAMERICA LLC, a Delaware limited liability company (“SSA”), and NORTHERN TIER INVESTORS LLC, a Delaware limited liability company (“NTI”).
RESTRICTED UNIT AGREEMENT For ______________ (Performance-Based)Term Incentive Plan • February 27th, 2014 • Northern Tier Energy LP • Petroleum refining • Delaware
This Restricted Unit Agreement (this “Agreement”) is made as of _____________by and between Northern Tier Energy LP, a Delaware limited partnership (the “Partnership”), and _____________(the “Employee”) pursuant to the terms and conditions of the Northern Tier Energy LP 2012 Long Term Incentive Plan (the “Plan”). The Employee acknowledges receipt of a copy of the Plan, and agrees that the terms and provisions of the Plan, including any future amendments thereto, shall be deemed a part of this Agreement as if fully set forth herein. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan, unless the context requires otherwise.
ST. PAUL PARK REFINING CO. LLC CONTRIBUTION AGREEMENT AMONG MARATHON PETROLEUM COMPANY LP, ST. PAUL PARK REFINING CO. LLC AND NORTHERN TIER INVESTORS LLC DATED AS OF OCTOBER 6, 2010Contribution Agreement • December 13th, 2011 • Northern Tier Energy, Inc. • New York
This St. Paul Park Refining Co. LLC Contribution Agreement (this “Refining Contribution Agreement”) dated as of October 6, 2010 is made by and among Marathon Petroleum Company LP, a Delaware limited partnership (“MPC”), St. Paul Park Refining Co. LLC, a Delaware limited liability company (“SPP Refining”) and Northern Tier Investors LLC, a Delaware limited liability company (“NTI”).
