CREDIT AGREEMENT Dated as of December 1, 2010 Among THE FINANCIAL INSTITUTIONS PARTY HERETO, as the Lenders and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent and BANK OF AMERICA, N.A., as Syndication Agent and MACQUARIE...Credit Agreement • December 13th, 2011 • Northern Tier Energy, Inc. • New York
This CREDIT AGREEMENT, dated as of December 1, 2010 (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, 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”).
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.
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”).
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”).
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”).
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”).
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”).
