0001193125-12-290438 Sample Contracts

Northern Tier Energy LP Common Units Underwriting Agreement

Underwriting Agreement • July 2nd, 2012 • Northern Tier Energy, Inc. • Petroleum refining • New York

• Contract Type
  Underwriting Agreement
• Filed
  July 2nd, 2012
• Company
  Northern Tier Energy, Inc.
• Industry
  Petroleum refining
• Jurisdiction
  New York

FORM OF 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,...

Registration Rights Agreement • July 2nd, 2012 • Northern Tier Energy, Inc. • Petroleum refining • New York

• Contract Type
  Registration Rights Agreement
• Filed
  July 2nd, 2012
• Company
  Northern Tier Energy, Inc.
• Industry
  Petroleum refining
• Jurisdiction
  New York

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of , 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.

SEPARATION AGREEMENT AND RELEASE OF CLAIMS

Separation Agreement and Release of Claims • July 2nd, 2012 • Northern Tier Energy, Inc. • Petroleum refining • Connecticut

• Contract Type
  Separation Agreement and Release of Claims
• Filed
  July 2nd, 2012
• Company
  Northern Tier Energy, Inc.
• Industry
  Petroleum refining
• Jurisdiction
  Connecticut

This Separation Agreement and General Release (this “Agreement”) is made by and between Neal E. Murphy (the “Executive”) and Northern Tier Energy LLC, a Delaware limited liability company (the “Company,” and together with the Executive, the “Parties”) as of November 2, 2011.

FORM OF TRANSACTION AGREEMENT BY AND AMONG NORTHERN TIER HOLDINGS LLC NORTHERN TIER ENERGY GP LLC NORTHERN TIER ENERGY LLC NORTHERN TIER ENERGY HOLDINGS LLC NORTHERN TIER RETAIL HOLDINGS LLC AND NORTHERN TIER ENERGY LP DATED AS OF , 2012

Transaction Agreement • July 2nd, 2012 • Northern Tier Energy, Inc. • Petroleum refining • Delaware

• Contract Type
  Transaction Agreement
• Filed
  July 2nd, 2012
• Company
  Northern Tier Energy, Inc.
• Industry
  Petroleum refining
• Jurisdiction
  Delaware

This Transaction Agreement, dated as of , 2012 (this “Agreement”), is entered into by and among Northern Tier Holdings LLC, a Delaware limited liability company (“NTH”), Northern Tier Energy GP LLC, a Delaware limited liability company (“NT GP”), Northern Tier Energy LLC, a Delaware limited liability company (“NTE LLC”), Northern Tier Energy Holdings LLC, a Delaware limited liability company (“NTE Holdings”), Northern Tier Retail Holdings LLC, a Delaware limited liability company (“NTE Retail”) and Northern Tier Energy LP, a Delaware limited partnership (the “Partnership”). The above named entities are sometimes referred to herein as a “Party” and collectively as the “Parties.”