0001445305-14-000680 Sample Contracts

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NORTHERN TIER ENERGY GP LLC
Limited 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”).

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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.

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