0000950103-13-006800 Sample Contracts

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NORTHERN TIER ENERGY GP LLC
Limited Liability Company Agreement • November 22nd, 2013 • Western Refining, Inc. • 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”).

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ASSIGNMENT OF REGISTRATION RIGHTS
Assignment of Registration Rights • November 22nd, 2013 • Western Refining, Inc. • Petroleum refining • Delaware

This ASSIGNMENT OF REGISTRATION RIGHTS (this “Agreement”), dated as of November 11, 2013 is made by and between Northern Tier Holdings LLC, a Delaware limited liability company (“Assignor”), and NT InterHoldCo LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Assignee”).

JOINT FILING AGREEMENT
Joint Filing Agreement • November 22nd, 2013 • Western Refining, Inc. • Petroleum refining

We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.

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