Northern Tier Energy LLC Northern Tier Finance Corporation unconditionally guaranteed as to the payment of principal, premium, if any, and interest by St. Paul Park Refining Co. LLC Northern Tier Bakery LLC Northern Tier Retail LLC SuperAmerica...Exchange and Registration Rights Agreement • December 13th, 2011 • Northern Tier Retail LLC • 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) $290,000,000 aggregate principal amount of 10.50% Senior Secured Notes due 2017, which will be unconditionally guaranteed on a senior secured basis by the Guarantors (as defined below).
COLLATERAL TRUST AND INTERCREDITOR AGREEMENT dated as of December 1, 2010 among NORTHERN TIER ENERGY LLC, THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee under the Closing Date Indenture,...Collateral Trust and Intercreditor Agreement • December 13th, 2011 • Northern Tier Retail LLC • New York
This COLLATERAL TRUST AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of December 1, 2010 and is by and among NORTHERN TIER ENERGY LLC, a Delaware corporation (the “Company”), the other Grantors from time to time party hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as indenture trustee (the “Indenture Trustee”), J. ARON & COMPANY, as counterparty under the J. Aron Hedge Agreement (as defined below) (“J. Aron”), each additional Secured Representative (as defined below) that executes and delivers a Joinder (as defined below), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (in such capacity and together with its successors in such capacity, the “Collateral Agent”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF NORTHERN TIER ENERGY LLCLimited Liability Company Operating Agreement • December 13th, 2011 • Northern Tier Retail LLC • Delaware
This Limited Liability Company Operating Agreement (the “Agreement”) of Northern Tier Energy LLC (the “Company”) is made, entered into and effective as of December 1, 2010, by Northern Tier Holdings LLC, a Delaware LLC, as the sole member (the “Member”).
INTERCREDITOR AGREEMENT dated as of December 1, 2010 among JPMORGAN CHASE BANK, N.A., as ABL Representative, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Note and Specified Hedge Representative, and THE LOAN PARTIES PARTY HERETO,Intercreditor Agreement • December 13th, 2011 • Northern Tier Retail LLC • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), dated as of December 1, 2010, among JPMorgan Chase Bank, N.A., as administrative agent for the ABL Secured Parties (as defined below) (in such capacity, with its successors and assigns, and as more specifically defined below, the “ABL Representative”), Deutsche Bank Trust Company Americas, as collateral agent for the Note and Specified Hedge Secured Parties (as defined below) (in such capacity, with its successors and assigns, the “Note and Specified Hedge Representative”) and each of the Loan Parties (as defined below) party hereto.
