0001193125-12-332060 Sample Contracts

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NORTHERN TIER ENERGY LP
Agreement • 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:

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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.

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