WESTERN REFINING, INC. 6.25% Senior Notes due 2021 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2013 • Western Refining, Inc. • Petroleum refining • New York
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Western Refining, Inc. Common Stock UNDERWRITING AGREEMENT dated June 4, 2009 Merrill Lynch, Pierce, Fenner & Smith Incorporated Goldman, Sachs & Co.Underwriting Agreement • June 10th, 2009 • Western Refining, Inc. • Petroleum refining • New York
Introductory. Western Refining, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 shares (the “Firm Shares”) of its Common Stock, par value $0.01 per share (the “Common Stock”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,000,000 shares (the “Optional Shares”) of Common Stock, as provided in Section 2. The Firm Shares and, if to the extent such option is exercised, the Optional Shares are collectively called the “Shares”. Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill”) and Goldman, Sachs & Co. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Shares. To the extent there are no additional Underwriters listed on Schedule A other than you, the terms Representatives and Underwriters as used herein
TERM LOAN CREDIT AGREEMENT Dated as of November 12, 2013 among WESTERN REFINING, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and The Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and UBS SECURITIES...Term Loan Credit Agreement • November 14th, 2013 • Western Refining, Inc. • Petroleum refining • New York
This TERM LOAN CREDIT AGREEMENT (“this “Agreement”) is entered into as of November 12, 2013, among WESTERN REFINING, INC., a Delaware corporation (the “Borrower”), each Lender (as hereinafter defined), BANK OF AMERICA, N.A., as Administrative Agent and a Lender, Merril Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) and UBS Securities LLC (“UBS”), as the joint lead arrangers (the “Joint Lead Arrangers”), and MLPF&S and UBS, as co-book managers.
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2010 • Western Refining, Inc. • Petroleum refining • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Western Refining GP, LLC, a Delaware limited liability company (the “Company”), and Jeffrey S. Beyersdorfer (“Executive”).
TERM LOAN CREDIT AGREEMENT Dated as of May 31, 2007 among WESTERN REFINING, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and The Lenders Party Hereto BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Sole Book ManagerTerm Loan Credit Agreement • June 1st, 2007 • Western Refining, Inc. • Petroleum refining • New York
This TERM LOAN CREDIT AGREEMENT (“this “Agreement”) is entered into as of May 31, 2007, among WESTERN REFINING, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders,” and each individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and a Lender.
INDENTURE Dated as of March 25, 2013 Among Western Refining, Inc., THE GUARANTORS NAMED HEREIN, U.S. Bank National Association, as Trustee, Paying Agent, Registrar and Transfer Agent 6.25% SENIOR NOTES DUE 2021 CROSS-REFERENCE TABLE*Indenture • March 25th, 2013 • Western Refining, Inc. • Petroleum refining • New York
INDENTURE, dated as of March 25, 2013, among Western Refining, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein), U.S. Bank National Association, as Trustee, Paying Agent, Registrar and Transfer Agent.
REVOLVING CREDIT AGREEMENT Dated as of July 29, 2005 among WESTERN REFINING COMPANY, L.P., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, GENERAL ELECTRIC CAPITAL CORPORATION, PNC BANK, NA,...Revolving Credit Agreement • November 3rd, 2005 • Western Refining, Inc. • Petroleum refining • New York
This REVOLVING CREDIT AGREEMENT is entered into as of July 29, 2005, among WESTERN REFINING COMPANY, L.P., a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders,” and each individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender.
Western Refining, Inc. Common Stock UNDERWRITING AGREEMENT dated January [ ], 2006 Banc of America Securities LLC Deutsche Bank Securities Inc. Bear, Stearns & Co. Inc Merrill Lynch, Pierce, Fenner & Smith IncorporatedUnderwriting Agreement • January 3rd, 2006 • Western Refining, Inc. • Petroleum refining • New York
State of New York (the “NY UCC”)) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the NY UCC to such Common Stock)), (i) the Underwriters will acquire a valid “security entitlement” (within the meaning of Section 8-102(a)(17) of the NY UCC) in respect of such Common Stock and (ii) no action based on any “adverse claim” (within the meaning of Section 8-102(a)(1) of the NY UCC) to such Common Stock may be asserted against the Underwriters with respect to such “security entitlement”. For purposes of this opinion, such counsel assumes that when such payment, delivery and crediting occur, (A) such Common Stock will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s Common Stock registry in accordance with its organizational documents and applicable law, (B) DTC will be registered as a “clearing corporation” (within the meaning of Section
WESTERN REFINING, INC. as the Company and The Bank of New York Trust Company, N.A. as Trustee Senior Indenture Dated as of ________ ____, 20___Western Refining, Inc. • April 15th, 2008 • Petroleum refining • New York
SENIOR INDENTURE, dated as of _______ __, 200___, between Western Refining, Inc., a Delaware corporation, as the Company, and The Bank of New York Trust Company, N.A., as Trustee.
WESTERN REFINING, INC. as the Company and The Bank of New York Mellon Trust Company, N.A. as Trustee Senior Indenture Dated as of June 10, 2009Senior Indenture • August 7th, 2009 • Western Refining, Inc. • Petroleum refining • New York
SENIOR INDENTURE, dated as of June 10, 2009, between Western Refining, Inc., a Delaware corporation, as the Company, and The Bank of New York Mellon Trust Company, N.A., as Trustee.
AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of July 29, 2005 among WESTERN REFINING COMPANY, L.P., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and a Lender, and The Other Lenders Party Hereto BANC OF AMERICA SECURITIES LLC,...Term Loan Agreement • November 3rd, 2005 • Western Refining, Inc. • Petroleum refining • New York
This AMENDED AND RESTATED TERM LOAN AGREEMENT is entered into as of July 29, 2005, among WESTERN REFINING COMPANY, L.P., a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders,” and each individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and a Lender.
Western Refining, Inc. Common Stock UNDERWRITING AGREEMENT dated January 18, 2006 Banc of America Securities LLC Deutsche Bank Securities Inc. Bear, Stearns & Co. Inc Merrill Lynch, Pierce, Fenner & Smith IncorporatedUnderwriting Agreement • January 19th, 2006 • Western Refining, Inc. • Petroleum refining • New York
State of New York (the “NY UCC”)) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the NY UCC to such Common Stock)), (i) the Underwriters will acquire a valid “security entitlement” (within the meaning of Section 8-102(a)(17) of the NY UCC) in respect of such Common Stock and (ii) no action based on any “adverse claim” (within the meaning of Section 8-102(a)(1) of the NY UCC) to such Common Stock may be asserted against the Underwriters with respect to such “security entitlement”. For purposes of this opinion, such counsel assumes that when such payment, delivery and crediting occur, (A) such Common Stock will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s Common Stock registry in accordance with its organizational documents and applicable law, (B) DTC will be registered as a “clearing corporation” (within the meaning of Section
AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT Dated as of March 29, 2011 among WESTERN REFINING, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and The Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,...Term Loan Credit Agreement • March 31st, 2011 • Western Refining, Inc. • Petroleum refining • New York
This AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT (“this “Agreement”) is entered into as of March 29, 2011, among WESTERN REFINING, INC., a Delaware corporation (the “Borrower”), each Lender (as hereinafter defined), and BANK OF AMERICA, N.A., as Administrative Agent and a Lender.
WESTERN REFINING, INC. as the Company and The Bank of New York Trust Company, N.A. as Trustee Subordinated Indenture Dated as of ________ ____, 20___Western Refining, Inc. • April 15th, 2008 • Petroleum refining • New York
SUBORDINATED INDENTURE, dated as of ___ ___, 200___, between Western Refining, Inc., a Delaware corporation, as the Company, and The Bank of New York Trust Company, N.A., as Trustee.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 17th, 2016 • Western Refining, Inc. • Petroleum refining • Delaware
VOTING AND SUPPORT AGREEMENT, dated as of November 16, 2016 (this “Agreement”), by and among Western Refining, Inc., a Delaware corporation (the “Company”), Tesoro Corporation, a Delaware Corporation (“Parent”), Tahoe Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub 1”), Tahoe Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub 2”, and together with Merger Sub 1, “Merger Sub”) and Jeff A. Stevens (the “Stockholder”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
200,000,000 AGGREGATE PRINCIPAL AMOUNT Western Refining, Inc.Underwriting Agreement • June 10th, 2009 • Western Refining, Inc. • Petroleum refining • New York
The Debentures will be convertible on the terms, and subject to the conditions, set forth in the indenture (the “Indenture”) to be dated as of the Closing Date (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture to be dated as of the Closing Date (as defined herein) (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”) between the Company and the Trustee. As used herein, “Conversion Shares” means the fully paid, nonassessable shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) to be received by the holders of the Debentures upon conversion of the Debentures pursuant to the terms of the Debentures and the Indenture. The Debentures will be convertible initially at a conversion rate of 92.5926 shares per $1,000 principal amount of the Debentures, on the terms, and subject to the conditions, set forth i
TERMINATION AGREEMENTTermination Agreement • December 10th, 2010 • Western Refining, Inc. • Petroleum refining • Texas
This TERMINATION AGREEMENT (this “Termination Agreement”) is made as of December 10, 2010, by and among WRC Refining Company, Franklin Mountain Investments Limited Partnership, Paul L. Foster, Jeff A. Stevens, Sharon Stevens, Ralph A. Schmidt, Linda Schmidt and Scott D. Weaver (the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2006 • Western Refining, Inc. • Petroleum refining • Texas
This REGISTRATION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of January 24, 2006, by and between Western Refining, Inc., a Delaware corporation (the “Company”), on the one hand, and each of the stockholders listed on the signature pages to this Agreement (each individually, a “Stockholder” and, collectively, the “Stockholders”), on the other hand.
OMNIBUS AGREEMENT among WESTERN REFINING, INC., WESTERN REFINING LOGISTICS, LP, WESTERN REFINING LOGISTICS GP, LLC, and, solely for the limited purposes set forth herein, WESTERN REFINING SOUTHWEST, INC., WESTERN REFINING COMPANY, L.P. and WESTERN...Omnibus Agreement • October 22nd, 2013 • Western Refining, Inc. • Petroleum refining
This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) among Western Refining, Inc., a Delaware corporation (“Western”), on behalf of itself and the other Western Parties (as defined herein), Western Refining Logistics, LP, a Delaware limited partnership (the “Partnership”), Western Refining Logistics GP, LLC, a Delaware limited liability company (the “General Partner”) and, solely with respect to Articles IV and VII hereof, Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), Western Refining Company, L.P., a Delaware limited partnership (“WRCLP”) and Western Refining Wholesale, Inc., an Arizona corporation (“Wholesale” and, together with WRSW and WRCLP, the “ROFO Asset Owners”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties”; provided that the ROFO Asset Owners are only considered to be Parties hereto with respect to Articles IV and VII h
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NORTHERN TIER ENERGY GP LLCLimited 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”).
Sales PlanSales Plan • December 10th, 2010 • Western Refining, Inc. • Petroleum refining • New York
WHEREAS, Sellers desire to establish the Sales Plan to sell shares of common stock, par value $0.01 per share (the “Stock”), of Western Refining, Inc. (the “Issuer”) in accordance with the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as further set forth herein;
CONTRIBUTION AGREEMENT BY AND AMONG WESTERN REFINING, INC., REFINERY COMPANY, L.C., RHC HOLDINGS, L.P., WESTERN REFINING GP, LLC, WESTERN REFINING LP, LLC, WRC REFINING COMPANY AND WESTERN REFINING COMPANY, L.P. DATED AS OF JANUARY 24, 2006Contribution Agreement • January 25th, 2006 • Western Refining, Inc. • Petroleum refining • Delaware
This CONTRIBUTION AGREEMENT, dated as of ___, 2005 (this “Agreement”), is by and among Western Refining, Inc., a Delaware corporation (“WNR”), Refinery Company, L.C., a Texas limited liability company (“RC”), RHC Holdings, L.P., a Texas limited partnership (“RHC” and collectively with RC, the “Owners”), Western Refining GP, LLC, a Delaware limited liability company (“WRGP”), Western Refining LP, LLC, a Delaware limited liability company (“WRLP” and collectively with WRGP, the “Partners”), Western Refining Company, L.P., a Delaware limited partnership (“WRC”), and WRC Refining Company, a Texas corporation (“WRCRC” and collectively with RHC, the “Stockholders”).
Sales PlanTermination Agreement • January 13th, 2012 • Western Refining, Inc. • Petroleum refining • New York
WHEREAS, Sellers desire to establish the Sales Plan to sell shares of common stock, par value $0.01 per share (the “Stock”), of Western Refining, Inc. (the “Issuer”) in accordance with the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as further set forth herein;
ASSET PURCHASE AGREEMENT by and between WESTERN REFINING YORKTOWN, INC., and WESTERN REFINING YORKTOWN HOLDING COMPANY as Seller and PLAINS MARKETING, L.P., as Buyer Dated November 30, 2011Asset Purchase Agreement • December 2nd, 2011 • Western Refining, Inc. • Petroleum refining • Texas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of November 30, 2011 (the “Agreement Date”), is made and entered into by and among (a) Western Refining Yorktown, Inc., a Delaware corporation (“Western Refining”), and Western Refining Yorktown Holding Company, a Delaware corporation (“Western Holding”, and together with Western Refining, “Seller”), and Plains Marketing, L.P., a Texas limited partnership (“Buyer”). Seller and the Buyer shall collectively be referred to herein as the “Parties” and each, a “Party.”
AGREEMENT AND PLAN OF MERGER Among WESTERN REFINING, INC., TESORO CORPORATION, TAHOE MERGER SUB 1, INC. and TAHOE MERGER SUB 2, LLC Dated as of November 16, 2016Agreement and Plan of Merger • November 17th, 2016 • Western Refining, Inc. • Petroleum refining • Delaware
AGREEMENT AND PLAN OF MERGER (as the same may be amended from time to time in accordance with its terms, hereinafter called this “Agreement”), dated as of November 16, 2016, is by and among Western Refining, Inc., a Delaware corporation (the “Company”), Tesoro Corporation, a Delaware corporation (“Parent”), Tahoe Merger Sub 1, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub 1,”) and Tahoe Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub 2,” and together with Merger Sub 1, the “Merger Subs”).
SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of April 11, 2013 among WESTERN REFINING, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer and The Lenders Party Hereto WELLS FARGO...Revolving Credit Agreement • April 15th, 2013 • Western Refining, Inc. • Petroleum refining • New York
This SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is entered into as of April 11, 2013, among WESTERN REFINING, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders,” and each individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent (as defined below), Swing Line Lender (as defined below), L/C Issuer (as defined below) and a Lender.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 25th, 2006 • Western Refining, Inc. • Petroleum refining • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”), is effective as of January 24, 2006, between Western Refining, Inc., a Delaware corporation (the “Corporation”), and the undersigned director or officer of the Corporation (“Indemnitee”).
REVOLVING CREDIT AGREEMENT Dated as of May 31, 2007 among WESTERN REFINING, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer and The Lenders Party Hereto GENERAL ELECTRIC CAPITAL CORPORATION and...Revolving Credit Agreement • June 1st, 2007 • Western Refining, Inc. • Petroleum refining • New York
This REVOLVING CREDIT AGREEMENT (“this “Agreement”) is entered into as of May 31, 2007, among WESTERN REFINING, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders,” and each individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender.
CONTRIBUTION AGREEMENTContribution Agreement • October 14th, 2014 • Western Refining, Inc. • Petroleum refining • Texas
This Contribution Agreement (this “Agreement”) is made and entered into this 14 day of October, 2014, by and between Giant Industries, Inc., a Delaware corporation (the “Transferor”) and Western Refining Southwest, Inc., an Arizona corporation (the “Transferee”). Transferor and Transferee are each referred to herein individually as a “Party” and collectively as the “Parties.”
L/C CREDIT AGREEMENT Dated as of June 30, 2008 among WESTERN REFINING, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer and The Lenders Party HeretoCredit Agreement • July 1st, 2008 • Western Refining, Inc. • Petroleum refining • New York
This L/C CREDIT AGREEMENT ("this "Agreement") is entered into as of June 30, 2008, among WESTERN REFINING, INC., a Delaware corporation (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders," and each individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and a Lender.
WESTERN REFINING, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2009 • Western Refining, Inc. • Petroleum refining
This Amendment No. 1 to Employment Agreement (the “Amendment”) is effective December 31, 2008 (the “Effective Date”) by and between Western Refining GP, LLC (“Western”) and Lowry Barfield (“Executive”) and confirms the following Amendment No. 1 to Employment Agreement:
INDENTURE Dated as of June 12, 2009 Among Western Refining, Inc., THE GUARANTORS NAMED ON SCHEDULE I HERETO, The Bank of New York Mellon Trust Company, N.A., as Trustee, Paying Agent, Registrar and Transfer Agent 11.250% SENIOR SECURED NOTES DUE 2017...Indenture • June 15th, 2009 • Western Refining, Inc. • Petroleum refining • New York
INDENTURE, dated as of June 12, 2009, among Western Refining, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto, The Bank of New York Mellon Trust Company, N.A., as Trustee, Paying Agent, Registrar and Transfer Agent.
NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT Dated as of the 3rd day of October, 2006, between Franklin Mountain Assets LLC, a Delaware limited liability company, as Owner, and Western Refining Company, L.P., a Delaware limited partnership, as Lessee,...Non-Exclusive Aircraft Lease Agreement • November 14th, 2006 • Western Refining, Inc. • Petroleum refining
This NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT (the “Agreement”) is entered into as of this 3rd day of October, 2006 (the “Effective Date”), by and between Western Refining Company, L.P., a Delaware limited partnership (“Lessee”), and Franklin Mountain Assets LLC, a Delaware limited liability company (“Owner”).
SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • June 3rd, 2009 • Western Refining, Inc. • Petroleum refining
THIS SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Amendment”) is made and entered into as of May 29, 2009, by and among WESTERN REFINING, INC., a Delaware corporation (the “Borrower”), EACH LENDER SIGNATORY HERETO, and BANK OF AMERICA, N.A., as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
Contract2016 Phantom Stock Award Agreement • June 23rd, 2016 • Western Refining, Inc. • Petroleum refining • Texas
This 2016 Phantom Stock Award (the “Award”) is made as of the day of , 2016 (the “Grant Date”) between Western Refining, Inc., a Delaware corporation (the “Company”) and (“Participant”) under the Northern Tier Energy LP (“NTI”) Amended and Restated 2012 Long Term Incentive Plan (the “Plan”). On December 21, 2015, the Company, Western Acquisition Co, LLC (“MergerCo”), an indirect wholly-owned subsidiary of the Company, NTI and Northern Tier Energy GP LLC, (who is also an indirect wholly-owned subsidiary of the Company), entered into an agreement and plan of merger (as such agreement may be amended from time to time, (the “Merger Agreement”). Pursuant to the Merger Agreement, MergerCo merged with and into NTI (the “Merger”), with NTI surviving the Merger as an indirect wholly-owned subsidiary of the Company. In connection with the Merger, any outstanding time-based [phantom unit][restricted unit] awards that the Participant held as of the effective time of the Merger (the “Terminated Awa
