Limited Partnership Agreement




 Exhibit 10.11 
 EXECUTION COPY 
  

 
 LIMITED PARTNERSHIP AGREEMENT OF

 NTI Management Company, L.P. 
 Dated as of December 1, 2010 
  

 








 TABLE OF CONTENTS 

 

							
	  	 	 	  	Page	 
			
		 	 ARTICLE I
 DEFINITIONS
	  			
			
	Section 1.1.	 	 Certain Definitions
	  	 	2	  
			
	Section 1.2.	 	 Construction
	  	 	2	  
			
		 	 ARTICLE II
 ORGANIZATION
	  			
			
	Section 2.1.	 	 Formation
	  	 	2	  
			
	Section 2.2.	 	 Name
	  	 	2	  
			
	Section 2.3.	 	 Term
	  	 	2	  
			
	Section 2.4.	 	 Purpose; Powers
	  	 	3	  
			
	Section 2.5.	 	 Place of Business
	  	 	3	  
			
	Section 2.6.	 	 Registered Agent and Office
	  	 	3	  
			
	Section 2.7.	 	 Fiscal Year
	  	 	3	  
			
		 	 ARTICLE III
 UNITS
	  			
			
	Section 3.1.	 	 Units
	  	 	3	  
			
	Section 3.2.	 	 Class A Common Units
	  	 	3	  
			
	Section 3.3.	 	 Class C Profit Units
	  	 	3	  
			
	Section 3.4.	 	 Vesting of Units
	  	 	4	  
			
	Section 3.5.	 	 Investment Purpose
	  	 	4	  
			
		 	 ARTICLE IV
 TRANSFERABILITY OF PARTNERSHIP UNITS
	  			
			
	Section 4.1.	 	 Transferability
	  	 	4	  
			
	Section 4.2.	 	 Call Rights
	  	 	4	  
			
		 	 ARTICLE V
 PARTNERS
	  			
			
	Section 5.1.	 	 Partners
	  	 	5	  
			
	Section 5.2.	 	 Additional Partners
	  	 	5	  
			
	Section 5.3.	 	 Resignation or Withdrawal of a Partner
	  	 	6	  
			
	Section 5.4.	 	 No Authority as Agent
	  	 	6	  


  
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		 	 ARTICLE VI
 CAPITAL CONTRIBUTIONS
	  			
	Section 6.1.	 	 Capital Contributions
	  	 	6	  
			
	Section 6.2.	 	 Additional Contributions
	  	 	6	  
			
	Section 6.3.	 	Return of Contributions	  	 	6	  
			
	Section 6.4.	 	 Capital Accounts
	  	 	6	  
			
		 	 ARTICLE VII
 MANAGEMENT BY GENERAL PARTNER
	  			
			
	Section 7.1.	 	 Management
	  	 	7	  
			
	Section 7.2.	 	 Authority of General Partner as to Third Persons
	  	 	7	  
			
	Section 7.3.	 	 Other Partners’ Powers
	  	 	7	  
			
	Section 7.4.	 	 Liability of Limited Partners
	  	 	7	  
			
		 	 ARTICLE VIII
 DISTRIBUTIONS
	  			
			
	Section 8.1.	 	 Distributions
	  	 	8	  
			
	Section 8.2.	 	 Return of Distributions
	  	 	8	  
			
	Section 8.3.	 	 Tax Related Distributions
	  	 	8	  
			
		 	 ARTICLE IX
 ALLOCATIONS
	  			
			
	Section 9.1.	 	 Allocation of Profits and Losses
	  	 	9	  
			
	Section 9.2.	 	 Tax Allocations
	  	 	9	  
			
		 	 ARTICLE X
 TAX MATTERS
	  			
			
	Section 10.1.	 	 Tax Matters Partner
	  	 	10	  
			
	Section 10.2.	 	 Tax Withholding
	  	 	11	  
			
	Section 10.3.	 	 Partnership Status
	  	 	11	  
			
		 	 ARTICLE XI
 ACCOUNTING AND RECORDS
	  			
			
	Section 11.1.	 	 Maintenance of Books
	  	 	11	  
			
		 	 ARTICLE XII
 LIABILITY, EXCULPATION AND INDEMNIFICATION
	  			
			
	Section 12.1.	 	 Liability
	  	 	12	  
			
	Section 12.2.	 	 Exculpation
	  	 	12	  
			
	Section 12.3.	 	 Duties and Liabilities of Covered Persons
	  	 	12	  
			
	Section 12.4.	 	 Indemnification
	  	 	12	  
			
	Section 12.5.	 	 Expenses
	  	 	13	  
			
	Section 12.6.	 	 Insurance
	  	 	13	  
			
	Section 12.7.	 	 Fiduciary Duties
	  	 	13	  


  
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		 	 ARTICLE XIII
 DISSOLUTION, WINDING-UP AND TERMINATION
	  			
			
	Section 13.1.	 	 Dissolution
	  	 	13	  
			
	Section 13.2.	 	 Authority to Wind Up
	  	 	14	  
			
	Section 13.3.	 	 Distribution of Property
	  	 	14	  
			
	Section 13.4.	 	 Capital Account Deficit
	  	 	14	  
			
	Section 13.5.	 	 Profit Unit Clawback
	  	 	14	  
			
		 	 ARTICLE XIV
 GENERAL PROVISIONS
	  			
			
	Section 14.1.	 	 Amendment or Restatement
	  	 	14	  
			
	Section 14.2.	 	 Successors and Assigns
	  	 	15	  
			
	Section 14.3.	 	 Governing Law and Severability
	  	 	15	  
			
	Section 14.4.	 	 Counterparts; Facsimiles
	  	 	15	  
			
	Section 14.5.	 	 Titles and Subtitles
	  	 	15	  
			
	Section 14.6.	 	 Notices
	  	 	15	  
			
	Section 14.7.	 	 Entire Agreement
	  	 	15	  
			
	Section 14.8.	 	 Further Assurances
	  	 	16	  
			
	Section 14.9.	 	 Counterparts
	  	 	16	  
			
	Section 14.10.	 	 Judicial Proceedings
	  	 	16	  


  
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 LIMITED PARTNERSHIP AGREEMENT OF 

NTI Management Company, L.P. 
 This Limited Partnership Agreement (this “Agreement”) of NTI Management Company, L.P., a Delaware limited partnership (the “Partnership”), is effective as of the 1st day
of December, 2010 (the “Effective Date”), by and among NTI GenPar LLC, a Delaware limited liability company, as General Partner (the “General Partner”), the Limited Partners listed on Schedule I attached hereto (the
“Limited Partners”) and such other Persons as shall hereinafter become Partners as hereinafter provided. 

RECITALS 

WHEREAS, the Partnership was formed on November 24, 2010 and is registered as a limited partnership under the Partnership Act;

 WHEREAS, on October 6, 2010 (i) Northern Tier Investors LLC (“NTI LLC”), a Delaware limited
liability company and wholly-owned subsidiary of Northern Tier Investors, L.P. (“NTI LP”), Marathon Petroleum Company LP, a Delaware limited partnership (“MPC”) and Speedway SuperAmerica LLC, a Delaware limited
liability company (“SSA”) entered into the Formation Agreement; (ii) NTI LLC, MPC and St. Paul Park Refining Co. LLC, a Delaware limited liability company (“SPP Refining”) entered into the St. Paul Park
Refining Co. LLC Contribution Agreement; (iii) NTI LLC, SSA and Northern Tier Retail LLC, a Delaware limited liability company (“NT Retail”) entered into the Northern Tier Retail LLC Contribution Agreement; (iv) NTI LLC,
SSA, SuperMom’s LLC, a Delaware limited liability company, and Northern Tier Bakery LLC, a Delaware limited liability company (“NT Bakery”) entered into the Northern Tier Bakery LLC Contribution Agreement (all such agreements,
the “Transaction Agreements”), pursuant to which after consummation of the transactions contemplated by the Transaction Agreements, NTI LLC will purchase from MPC and SSA, and indirectly own through Northern Tier Holdings LLC
(“NT Holdings”), certain refinery, gas station, retail and bakery assets (the “Acquired Assets”); and (v) whereas pursuant to the Amended and Restated Limited Partnership Agreement of NTI LP as of the date
hereof (the “NTI LPA”), NTI LP is authorized to hold and dispose of, directly or indirectly, the securities of NT Holdings and its Subsidiaries; 
 WHEREAS, after the consummation of the transactions contemplated by the Transaction Agreements, NTI LP will own all of the outstanding membership interests of NTI LLC, which, in turn, will own all of the
outstanding common membership interests of NT Holdings, which, in turn, will own all of the outstanding membership interests of Northern Tier Energy LLC (“NTE”); 

WHEREAS, NTE will be the sole member of SPP Refining, NT Retail and NT Bakery, which will collectively directly own and operate the
Acquired Assets; and 
 WHEREAS, the parties hereto desire to enter into this Agreement. 

  
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 NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and
intending to be legally bound hereby, the parties hereto agree to the following: 
 ARTICLE I 

DEFINITIONS 
 Section 1.1. Certain Definitions. Capitalized terms used in this Agreement (including Exhibits and Schedules hereto) but not defined in the body hereof shall have the meanings ascribed to them in
Exhibit A. 
 Section 1.2. Construction. Unless the context requires otherwise: (a) pronouns in the masculine,
feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa; (b) the term “including” shall be construed to be expansive rather
than limiting in nature and to mean “including, without limitation,” (except to the extent the context otherwise provides); (c) references to Articles and Sections refer to Articles and Sections of this Agreement; (d) the words
“this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including the Exhibits and Schedules attached hereto, and not to any
particular subdivision unless expressly so limited; (e) references to Schedules are to the items identified separately in writing by the parties hereto as the described Schedules attached to this Agreement, each of which is hereby incorporated
herein and made a part hereof for all purposes as if set forth in full herein and (f) all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time
(and, in the case of a statute, include any rules and regulations promulgated under such statute) and to any section of any statute, rule or regulation include any successor to such section. 

ARTICLE II 

ORGANIZATION 
 Section 2.1. Formation. The Partnership was organized on November 24, 2010 pursuant to the Partnership Act. The General Partner and each of the Limited Partners shall be deemed to have notice
of, and be bound by, the terms and conditions set forth in this Agreement. Except as expressly provided herein and to the extent permitted by the Partnership Act, the rights and obligations of the General Partner and each of the Limited Partners and
the administration and termination of the Partnership shall be governed by the Partnership Act. The General Partner or any Person designated by the General Partner is hereby designated as an authorized person to execute, deliver and file any
certificates, notices or other documents and any amendments and/or restatements thereof necessary for the Partnership to qualify to do business in a jurisdiction in which the Partnership may wish to conduct business. 

Section 2.2. Name. Unless and until amended in accordance with this Agreement and the Partnership Act, the name of the Partnership
will be “NTI Management Company, L.P.” 
 Section 2.3. Term. The term of the Partnership commenced on the date
of filing of the requisite notice to form the Partnership in accordance with the Partnership Act and shall continue in perpetuity; provided that the Partnership may be dissolved, wound up and terminated in accordance with Article XIII.


  
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 Section 2.4. Purpose; Powers. The purpose of the Partnership is to (a) hold and
dispose of, directly or indirectly, the securities of NTI LP and (b) provide Limited Partners who perform services for NTI LP or its Subsidiaries with an initial Capital Interest equal to their Capital Contributions and/or Profit Units, which
are intended to qualify as “profits interests” within the meaning of Revenue Procedure 93-27 (June 9, 1993) and Revenue Procedure 2001-43 (August 3, 2001). The Partnership shall have the power and authority to take any and all actions and
engage in any and all activities necessary, appropriate, desirable, advisable, ancillary or incidental to the accomplishment of the foregoing purpose. 
 Section 2.5. Place of Business. The principal place of business of the Partnership will be located at 1133 Connecticut Avenue, NW, Suite 700, Washington, DC 20036, or such other place within or
outside the State of Delaware as the General Partner may from time to time designate. The Partnership may maintain offices and places of business at such other place or places within or outside the State of Delaware, as the General Partner deems
advisable. 
 Section 2.6. Registered Agent and Office. The Partnership’s registered agent and office in the State
of Delaware shall be c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The General Partner may at any time designate another registered agent and/or
registered office. 
 Section 2.7. Fiscal Year. The fiscal year of the Partnership shall be the calendar year (the
“Fiscal Year”). The General Partner may change the Fiscal Year of the Partnership from time to time, in accordance with applicable Law, and will promptly give written notice of any such change to the Limited Partners. 

ARTICLE III 

UNITS 

Section 3.1. Units. The partnership interests of the Partners in the Partnership shall be issued in unit increments (each, a
“Unit”). The Partnership is authorized to issue two classes of Units to be designated “Class A Common Units” and “Class C Profit Units.” The Class C Profit Units shall be further divided into five
series, “Class C1 Profit Units,” “Class C2 Profit Units,” “Class C3 Profit Units,” “Class C4 Profit Units,” and “Class C5 Profit Units.” The rights associated with
each class and series of Units are set forth hereinafter. The Units will not be represented by certificates but will be recorded on the Partnership’s books and records. 
 Section 3.2. Class A Common Units. The Class A Common Units shall be issued from time to time to represent partnership interests in the capital and profits of the Partnership. The General
Partner may, in its sole discretion, permit Limited Partners to acquire Class A Common Units identical to the corresponding “Class A Common Units” of NTI LP as set forth in the NTI LPA. Class A Common Units shall be issued at a
price per Unit as determined from time to time in good faith by the General Partner. As of the Effective Date, there shall be 1,000 Class A Common Units at the price of $1.00 per Class A Common Unit outstanding. 

Section 3.3. Class C Profit Units. The Class C Profit Units represent “profits interests” in the Partnership within the
meaning of Revenue Procedure 93-27 (June 9, 1993) and Revenue Procedure 2001-43 (August 3, 2001), subject to any vesting, forfeiture or other provisions that 

  
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may be set forth in grants evidencing their issuance or this Agreement. As of the Effective Date, the outstanding Class C Profit Units are as set forth on Schedule I. Additional Class C Profit
Units may be issued at such times and on such terms as determined by the General Partner in its sole discretion. The Class C Profit Units shall be identical to the corresponding “Class C Profit Units” of NTI LP, as set forth in the NTI
LPA. 
 Section 3.4. Vesting of Units. 
 (a) The Class A Common Units shall always be fully vested. 
 (b) With respect
to any Limited Partner and for so long as such Limited Partner is still employed by NTE, NTI LP or any of their Subsidiaries, 20% of such Limited Partner’s Class C Profit Units shall vest on each of the first five one-year anniversaries of the
Grant Date applicable to such Class C Profit Units. Notwithstanding the foregoing, unvested Class C Profit Units shall immediately vest in full upon the occurrence of a MoM Event prior to the termination of a Limited Partner’s employment with
NTE, NTI LP or any of their Subsidiaries. Upon a Limited Partner’s death during employment by NTE, NTI LP or any of their Subsidiaries or Disability, the unvested Class C Profit Units held by such Limited Partner shall vest as if such Limited
Partner had completed one additional year of employment. If such Limited Partner’s employment is terminated without Cause or for Good Reason within the two-year period following a Change of Control, all outstanding unvested Class C Profit Units
held by such Limited Partner shall vest in full. Once vested, such Limited Partner’s Class C Profit Units shall remain outstanding unless and until repurchased pursuant to Section 4.2. In the event a Limited Partner’s employment is
terminated for Cause, all Class C Profit Units held by such terminated Limited Partner shall be forfeited. Except as otherwise provided herein, all unvested Class C Profit Units held by such Limited Partner shall be forfeited upon termination of his
employment by NTE, NTI LP or any of their Subsidiaries. 
 Section 3.5. Investment Purpose. The Partners represent that
the Class A Common Units are being acquired for investment and not with a view toward the distribution thereof. 
 ARTICLE
IV 
 TRANSFERABILITY OF PARTNERSHIP UNITS 
 Section 4.1. Transferability. A Limited Partner may not Transfer its Units, provided, however, that the General Partner may, in its sole discretion, authorize a Limited Partner to Transfer its
Units. 
 Section 4.2. Call Rights. 
 (a) The Partnership (or its designated assignee) shall have the right (the “Call Right”), if the employment of a Limited Partner with NTE, NTI LP or any of their Subsidiaries terminates,
during the ninety-day period following the termination of such Limited Partner’s employment for any reason, to purchase from such Limited Partner, and upon the exercise of such right such Limited Partner shall sell to the Partnership (or its
designated assignee), all or any portion of the Units held by such Limited Partner as of the date as of which such right is 

  
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exercised. The price per Unit to be paid in such purchase and sale shall be a per Unit price equal to the Fair Market Value of such Unit as of the date on which such right is exercised, as
reasonably determined by the General Partner. The Call Right may be exercised in portions on two or more exercise dates. 
 (b)
The Partnership (or its designated assignee) shall exercise the Call Right by delivering to the Limited Partner a written notice specifying its intent to purchase specific Units held by the Limited Partner (the “Call Notice”), the
dates as of which such right is to be exercised and the number and class of Units to be purchased. Purchase and sale shall occur on such dates as shall be specified in the Call Notice, which dates shall not be later than sixty (60) days after
the Limited Partner’s receipt of the Call Notice; provided that the Partnership may delay any such payment to the extent such payment (or the distribution of funds from NTE or its Subsidiaries necessary to make such payment) will result
in the violation of the terms or provisions of, or result in a default or event of default under, any guarantee, financing or security agreement or document entered into by the Partnership or any of its Affiliates and in effect on such date
(hereinafter a “Financing Agreement”). In the event all or a portion of the payment of the purchase price is delayed as a result of a restriction imposed by a Financing Agreement as provided above, such payment shall be made no
later than two (2) years after the date the Partnership’s purchase right is exercised in accordance with this Section 4.2 or, if earlier, as soon as practicable after the payment of such purchase price would no longer result in the
violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, and such payment shall equal the amount that would have been paid to the Limited Partner if no delay had occurred plus interest for
the period from the date on which the purchase price would have been paid but for the delay in payment provided herein to the date on which such payment is made (the “Delay Period”), calculated at the average of the daily Prime Rate
(expressed as a rate per annum) published from time to time in the Wall Street Journal during the applicable period. Notwithstanding the foregoing, in the event of a Change of Control, the obligation to pay the purchase price (plus accrued interest)
shall accelerate upon consummation of the Change of Control. 
 ARTICLE V 

PARTNERS 

Section 5.1. Partners. As of the Effective Date, the names and addresses of the Partners and the class and number of Units owned
by each Partner are set forth in Schedule I hereto. Schedule I may be updated from time to time by the General Partner without any further action by the other Partners to reflect changes in Partners or their respective holdings of Units that may
occur in accordance with the terms of this Agreement. 
 Section 5.2. Additional Partners. One or more Additional
Partners may be admitted to the Partnership as a Partner upon the approval of the General Partner, subject to the terms of this Agreement, and such Persons will be admitted as Partners of the Partnership provided that they execute a
counterpart signature page to this Agreement agreeing to be bound by the terms of this Agreement. 

  
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 Section 5.3. Resignation or Withdrawal of a Partner. Except as otherwise agreed in
writing between a Partner and the Partnership, a Partner may not, at any time, retire or withdraw from the Partnership without obtaining the prior written consent of the General Partner. The withdrawal of a Partner shall not dissolve the
Partnership, and the Partnership shall continue notwithstanding such withdrawal. 
 Section 5.4. No Authority as Agent.
No Partner will have the authority, in its capacity as a Partner, to enter into any transaction on behalf of the Partnership or to otherwise bind the Partnership except as provided in Article VII hereof. 

ARTICLE VI 

CAPITAL CONTRIBUTIONS 
 Section 6.1. Capital Contributions. As of the Effective Date, the General Partner shall have made a Capital Contribution of $1,000. 

Section 6.2. Additional Contributions. No Partner shall be obligated to make any additional Capital Contributions without the
consent of such Partner. 
 Section 6.3. Return of Contributions. Except as otherwise provided in Article XIII,
(a) a Partner is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital Contributions, (b) an unrepaid Capital Contribution is not a liability of
the Partnership or of any Partner, and (c) a Partner is not required to contribute or to lend any cash or property to the Partnership to enable the Partnership to return any Partner’s Capital Contributions. 

Section 6.4. Capital Accounts. 
 (a) A separate capital account (a “Capital Account”) shall be maintained for each Partner by the Partnership in accordance with this Agreement and the rules of Section 704 of the
Code and the Treasury Regulations thereunder. Capital Accounts will not govern distributions by the Partnership to the Partners, it being understood that Capital Accounts will be maintained solely to assist the Partnership in allocating tax items of
the Partnership. The Capital Account of each Partner will be increased by (i) the amount of Capital Contributions made by such Partner; and (ii) such Partner’s share of Profits (or items thereof), if any, allocated to its Capital
Account pursuant to this Agreement. The Capital Account of each Partner will be decreased by (x) the amount of money and the Gross Asset Value of any property distributed by the Partnership (determined by the General Partner as of the date of
distribution) to such Partner (net of any liabilities secured by such property that such Partner is considered to assume or hold subject to for purposes of Section 752 of the Code); and (y) such Partner’s share of Losses (or items
thereof) allocated to its Capital Account pursuant to this Agreement. 
 (b) Upon the admission of an Additional Partner to the
Partnership and upon other events when the Gross Asset Value of the Partnership’s assets will be adjusted, the Capital Accounts of the Partners will be adjusted to reflect their interests in the then fair market value of the Partnership’s
assets. If Units are issued pursuant to the exercise of an option, 

  
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 warrant or other convertible equity interest issued by the Partnership, the Capital Account of the
exercising person will reflect not only the cash or property contributed by such person, but also any excess of the fair market value of such person’s proportionate share of the Partnership’s assets over such contribution (and the Capital
Accounts of the other Partners will be adjusted pursuant to the first sentence of this paragraph). 
 ARTICLE VII 

MANAGEMENT BY GENERAL PARTNER 
 Section 7.1. Management. Except as otherwise provided herein, all management powers over the business and affairs of the Partnership shall be vested in the General Partner, and the General Partner
shall have the power and authority to do all things deemed necessary or desirable by it in the conduct of the business of the Partnership without the need for approval by or any other authorization or consent from the Limited Partners.
Notwithstanding anything herein to the contrary, the General Partner shall facilitate determination by each of the Limited Partners individually of the exercise of the rights allocable to their Units under Sections 5.3 and 14.1 of the NTI LPA, as
may be amended from time to time 
 Section 7.2. Authority of General Partner as to Third Persons. Any Person dealing
with the Partnership, the General Partner or any other Partner may rely upon a certificate signed by the General Partner, thereunto duly authorized, concerning: 
 (a) the identity of one or more Partners; 
 (b) the existence or nonexistence of
any fact or facts that constitute conditions precedent to acts by the General Partner or the other Partners or in any other manner germane to the affairs of the Partnership; 
 (c) the Person or Persons who are authorized to execute and deliver any instrument or document of the Partnership; or 
 (d) any act or failure to act by the Partnership or concerning any other matter whatsoever involving the Partnership, or any Partner as it regards Partnership business. 

Section 7.3. Other Partners’ Powers. No Partner other than the General Partner shall have any right or power to take part in
the management or control or conduct the business of the Partnership or to act for or bind the Partnership or in any way deal with third parties. 
 Section 7.4. Liability of Limited Partners. No Partner (other than the General Partner, to the extent expressly provided in the Partnership Act) shall be liable for the debts, liabilities,
contracts or any other obligation of the Partnership, except to the extent expressly required herein or in the Act. 

  
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 ARTICLE VIII 
 DISTRIBUTIONS 
 Section 8.1. Distributions. The Partnership shall,
to the fullest extent permitted by applicable law, make distributions to the Partners in respect of their Units that are identical to the distributions made by NTI LP to the Partnership in respect of the corresponding units issued by NTI LP to the
Partnership. 
 Section 8.2. Return of Distributions. Partners who receive distributions made in violation of the
Partnership Act or this Agreement shall return such distributions to the Partnership. Except for those distributions made in violation of the Partnership Act or this Agreement, no Partner will be obligated to return any distribution to the
Partnership or pay the amount of any distribution for the account of the Partnership or to any creditor of the Partnership. The amount of any distribution returned to the Partnership by a Partner or paid by a Partner for the account of the
Partnership or to a creditor of the Partnership will be added to the account or accounts from which it was subtracted when it was distributed to the Partner. 
 Section 8.3. Tax Related Distributions. Subject to Section 8.2, at the discretion of the General Partner, and to the fullest extent possible without impairing the ability of the Partnership to
continue to conduct its business and activities, and in order to permit Partners to pay taxes on their allocable share of the taxable income of the Partnership, determined without regard to limitations on the allowance of deductions applicable to a
particular Partner, the Partnership shall make distributions on or before the end of each Tax Estimation Period to each Partner in an amount equal to the Tax liability of such Partner with respect to the taxable income of the Partnership allocable
to such Partner such Tax Estimation Period (taking into account for this purpose the character of the income recognized and assuming that such Partner has no other income, losses, gains, deductions and credits other than those allocated to it from
the Partnership) (such distribution, a “Tax Distribution”) To the extent the Partnership does not have sufficient funds available to make Tax Distributions to each Partner in the manner as computed under this Section 8.3, it
should allocate and distribute the funds available amongst the Partners pro rata to the amount of Tax Distributions (as computed under this Section 8.3). Notwithstanding anything to the contrary in this Section 8.3, distributions under
this Section 8.3 shall not be required following an event resulting or reasonably expected by the General Partner to result in the dissolution of the Partnership. Any Tax Distributions made to a Partner pursuant to this Section 8.3 shall
be treated as advances on distributions that such Partner is otherwise entitled to receive pursuant to Section 8.1 and Section 13.3 of this Agreement and such Partner’s entitlement to distributions under Section 8.1 and
Section 13.3 shall be reduced by the amount of any such tax distributions received by such Partner. 

  
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 ARTICLE IX 
 ALLOCATIONS 
 Section 9.1. Allocation of Profits and Losses.

 (a) The Profits and Losses of the Partnership for each Fiscal Year or other relevant period of calculation, as determined by
the General Partner in accordance with the provisions hereof, will be allocated among the Partners in a manner such that the Capital Account of each Partner, immediately after making such allocation, is, as nearly as possible, equal
(proportionately) to the distributions that would be made to such Partner pursuant to Section 8.1 if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Gross Asset Values, all Partnership
liabilities were satisfied (limited with respect to each nonrecourse liability to the Gross Asset Values of the assets securing such liability), and the net assets of the Partnership were distributed in accordance with Section 8.1 to the
Partners immediately after making such allocation. The special allocations provided in this Agreement shall be taken into account for Capital Account purposes. 
 (b) To the extent necessary to comply with Code Section 704 and the Treasury Regulations promulgated thereunder, items of income, gain, loss, deduction and credit shall be allocated in the manner and
to the extent provided by (1) Treasury Regulations section 1.704- 1(b)(4), (2) Treasury Regulations section 1.704-1(b)(2) (to comply with the substantial economic effect safe harbors), including, without limitation, the “qualified
income offset” provision of Treasury Regulations section 1.704-1(b)(2)(ii)(d) (flush language) and Treasury Regulations section 1.704-1(b)(2)(iv) (capital account requirements), and (3) Treasury Regulations section 1.704-2, including,
without limitation, Treasury Regulations section 1.704- 2(e), 1.704-2(i)(2) and 1.704-2(i)(4), which are incorporated by reference herein. 
 Section 9.2. Tax Allocations. 
 (a) Unless otherwise required by Sections
704(b) and (c) of the Code or the Treasury Regulations promulgated thereunder, all items of income, gain, loss, deduction or credit, as determined for federal, state and local tax purposes, will be allocated among the Partners in the same
manner as the corresponding items of income, gain, loss or deduction are allocated pursuant to Section 9.1. 
 (b) In
accordance with Section 704(c) of the Code and the applicable Treasury Regulations thereunder, any income, gain, loss or deduction with respect to any property contributed to the capital of the Partnership, or with respect to any property which
has a Gross Asset Value different than its adjusted tax basis at the time of the contribution, will, solely for federal income tax purposes, be allocated among the Partners so as to take into account any variation between the adjusted tax basis of
such property and the Gross Asset Value of such property. The General Partner shall cause the Partnership to elect any method of allocation permitted by Treasury Regulations Section 1.704-3 with respect to such allocation. Partners shall
provide the Partnership with the adjusted tax basis of any property contributed to the Partnership to enable such allocation to be made. 

  
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 (c) The General Partner shall be authorized in its sole discretion to make appropriate
adjustments to the allocations of items to comply with Section 704 of the Code and the Treasury Regulations thereunder. Allocations pursuant to this Section 9.2 are made solely for tax purposes and will not offset, or in any way be taken
into account in computing, any Partner’s Capital Account balance or share of Partnership distributions. Each Partner is aware of the income tax consequences of the allocations made by this Agreement and agrees to be bound by the provisions of
this Article IX in reporting its share of Partnership income and loss for income tax purposes. The General Partner also shall be authorized in its sole discretion to make all elections required or permitted to be made by the Partnership under the
Code (including but not limited to an election under Section 754 or Section 743(e) of the Code and the safe harbor election provided for by the Proposed Revenue Procedure included in Notice 2005-43, or any similar election provided in a
final revenue procedure or other published guidance relating to the compensatory transfer of partnership interests (the latter election, a “Safe Harbor Election”)), in the manner that the General Partner determines will be most
advantageous to the Partnership. Each Partner agrees to comply with all requirements of the Proposed Revenue Procedure included in Notice 2005-43, or any similar final revenue procedure or other published guidance relating to the compensatory
transfer of partnership interests, if a Safe Harbor Election is made, in a manner consistent with such election. 
 ARTICLE X

 TAX MATTERS 
 Section 10.1. Tax Matters Partner. The General Partner shall be the initial “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (the “Tax Matters
Partner”). The Tax Matters Partner shall determine in its reasonable discretion (a) the appropriate treatment of each item of income, gain, loss, deduction and credit of the Partnership on its Tax returns, (b) the accounting
methods and conventions under the Tax Laws of the United States, the several states and other relevant jurisdictions applicable to the treatment of any such item and (c) any other method or procedure related to the preparation of such Tax
returns. The Tax Matters Partner shall have all of the rights, duties, powers and obligations provided for in Sections 6221 through 6232 of the Code. The Partnership intends to file as a partnership for U.S. federal, state and local income tax
purposes. All elections required or permitted to be made by the Partnership, and all other Tax decisions and determinations relating to U.S. federal, state or local Tax matters of the Partnership, shall be made by the Tax Matters Partner, in
consultation with the Partnership’s attorneys and/or accountants; provided that the Tax Matters Partner shall, upon the request of any Partner, make an election pursuant to Section 754 of the Code. Tax audits, controversies and
litigations shall be conducted under the direction of the Tax Matters Partner. As soon as reasonably practicable after the end of each taxable year but not later than seventy five (75) days after the end of each taxable year (subject to any
reasonable delays in the event of the late receipt of any necessary financial statements and tax information of any Person in which the Partnership holds an interest; provided that the General Partner shall use its reasonable efforts to avoid
such delays), the Partnership shall send to each Partner a copy of U.S. Internal Revenue Service Schedule K-1, and any comparable statements required by applicable state or local income tax Law, with respect to such taxable year. The Partnership
also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners to prepare and file their own Tax returns. The Partnership shall bear the cost of the preparation and filing of its Tax
returns with respect to the Partnership, but shall not bear any additional costs 

  
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related primarily to any specific Partner. The Tax Matters Partner shall inform each other Partner of all significant matters that may come to its attention in its capacity as Tax Matters Partner
by giving notice thereof as soon as reasonably practicable after becoming aware thereof and, within that time, shall forward to each other Partner copies of all significant written communications it may receive in that capacity. Upon the request of
a Limited Partner, the Partnership shall make available an estimate of taxable income of the Partnership allocated to such Limited Partner for such taxable year no earlier than 30 days following the end of the taxable year. Each Partner agrees to
provide the Partnership such information, if any, as may be needed by the Partnership for purposes of preparing Tax returns and information returns and any other information as reasonably requested by the Partnership. 

Section 10.2. Tax Withholding. To the extent the Partnership is required by Law to withhold or to make Tax payments on behalf of
or with respect to any Partner (“Tax Advances”), the Partnership may withhold such amounts and make such Tax payments as so required. All Tax Advances made on behalf of a Partner shall at the option of the General Partner be
promptly repaid by (A) reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the
proceeds of liquidation otherwise payable to such Partner or (B) requiring payment to the Partnership by the Partner on which behalf such Tax Advances were made (such payment not to constitute a Capital Contribution of such Partner). If a
distribution to a Partner is actually reduced as a result of a Tax Advance, for all other purposes of this Agreement such Partner shall be treated as having received the amount of the distribution that is reduced by the Tax Advance. Each Partner
hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for Taxes, penalties, additions to Tax or interest) with respect to income attributable
to or distributions or other payments to such Partner. 
 Section 10.3. Partnership Status. Notwithstanding anything
contained in this Agreement to the contrary, the Partnership will undertake all necessary steps to preserve the limited liability of all Limited Partners and the Partnership’s status as a partnership for U.S. federal Tax purposes. Each Partner
agrees that it is solely responsible for, and will timely pay all income and other taxes applicable to the receipt, ownership (including allocations of taxable income) and disposition of its Units. 

ARTICLE XI 

ACCOUNTING AND RECORDS 
 Section 11.1. Maintenance of Books. 
 (a) Supervision; Inspection.
Proper and complete books of account and records of the business of the Partnership will be kept under the supervision of the General Partner at the Partnership’s principal office. Such books and records will be open to inspection, audit and
copying by any holder of Class A Common Units, any representative thereof and their respective designated agents, upon reasonable notice at any time during business hours, for any purpose reasonably related to such Person’s interest in the
Partnership. 

  
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 (b) Reliance on Books and Records. Any Partner will be fully protected in relying in
good faith upon the records and books of account of the Partnership and upon such information, opinions, reports or statements presented to the Partnership by any of its other Partners or employees, or by any other Person, as to matters the Partner
reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Partnership, including information, opinions, reports or statements as to the value and
amount of the assets, liabilities, profits or losses of the Partnership or any other facts pertinent to the existence and amount of assets from which distributions to Partners might properly be paid. 

ARTICLE XII 

LIABILITY, EXCULPATION AND INDEMNIFICATION 
 Section 12.1. Liability. Except as otherwise provided by the Partnership Act, the debts, obligations and liabilities of the Partnership, whether arising in contract, tort or otherwise, will be
solely the debts, obligations and liabilities of the Partnership, and no Covered Person will be obligated personally for any such debt, obligation or liability of the Partnership solely by reason of being a Covered Person. 

Section 12.2. Exculpation. No Covered Person will be liable to the Partnership or any other Covered Person for any loss, damage or
claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Partnership and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this
Agreement. A Covered Person will be fully protected in relying in good faith upon the records of the Partnership and upon such information, opinions, reports or statements presented to the Partnership by any Person as to matters the Covered Person
reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Partnership, including information, opinions, reports or statements as to the value and
amount of the assets, liabilities, profits, losses or any other facts pertinent to the existence and amount of assets from which distributions to Partners might properly be paid. 

Section 12.3. Duties and Liabilities of Covered Persons. To the extent that, at law or in equity, a Covered Person has duties
(including fiduciary duties) and liabilities relating thereto to the Partnership or to any other Covered Person, a Covered Person acting under this Agreement will not be liable to the Partnership or to any other Covered Person for its good faith
reliance on the provisions of this Agreement. 
 Section 12.4. Indemnification. To the fullest extent permitted by
applicable Law, a Covered Person will be entitled to indemnification from the Partnership for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on
behalf of the Partnership and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement; provided, however, that any indemnity under this Section 12.4 will be provided out of
and to the extent of Partnership assets only, and no Covered Person will have any personal liability on account thereof. 

  
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 Section 12.5. Expenses. To the fullest extent permitted by applicable Law, expenses
(including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding
upon receipt by the Partnership of an undertaking by or on behalf of the Covered Person to repay such amount if it is determined in such final disposition that the Covered Person is not entitled to be indemnified as authorized in this Article XII.
The General Partner and the Partnership may enter into indemnity contracts with Covered Persons and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under this
Section 12.5 and containing such other procedures regarding indemnification as are appropriate. 
 Section 12.6.
Insurance. The Partnership may purchase and maintain insurance, to the extent and in such amounts as the General Partner deems reasonable, on behalf of Covered Persons and such other Persons as the General Partner determines, against any
liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Partnership or such indemnities, regardless of whether the Partnership would have the power to indemnify such Person
against such liability under the provisions of this Agreement. 
 Section 12.7. Fiduciary Duties. This Agreement is not
intended to, and does not, create or impose any fiduciary duty on any Covered Person. To the greatest extent permitted by law, the Partners hereby waive any and all fiduciary duties owed by the Partners that, absent such waiver, may be implied by
law or equity, and in doing so, recognize, acknowledge and agree that the Covered Persons’ duties and obligations to one another and to the Partnership are only as expressly set forth in this Agreement, any other express agreements to which
they are a party. 
 ARTICLE XIII 
 DISSOLUTION, WINDING-UP AND TERMINATION 
 Section 13.1. Dissolution.
The Partnership shall be dissolved, and its affairs shall be wound up upon the first to occur of the following (each a “Dissolution Event”): (a) the General Partner determines to dissolve the Partnership; (b) at any time
when there are no Limited Partners; (c) at such time as all of the assets of the Partnership have been converted into cash and cash equivalents; (d) the entry of a decree of judicial dissolution of the Partnership under the Partnership
Act; or (e) the dissolution, resignation, expulsion or bankruptcy of the General Partner; provided that if, notwithstanding the occurrence of an event of dissolution with respect to the General Partner, the business of the General
Partner is continued in accordance with the NTI GenPar, LLC Limited Liability Company Agreement and applicable Law, there shall not be a dissolution of the Partnership for purposes hereof and the General Partner shall continue the Partnership
without dissolution; provided further that the dissolution, resignation, withdrawal or bankruptcy of the General Partner shall not cause a dissolution of the Partnership if the business of the Partnership is continued and the appointment of
an additional general partner (effective as 

  
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of the date of the event that caused the General Partner to cease to be a general partner of the Partnership) is approved in each case by the vote of a majority in interest of the remaining
Partners within ninety (90) days of the occurrence of any such event; and provided further that the Partnership will not terminate until it has been wound up, its assets have been distributed as provided in Section 13.2 and its
Certificate of Limited Partnership has been cancelled by the filing of a Certificate of Cancellation with the Delaware Secretary of State. 
 Section 13.2. Authority to Wind Up. The General Partner will retain all power and authority required to marshal the assets of the Partnership, to pay the Partnership’s creditors, to distribute
assets and otherwise wind up the business and affairs of the Partnership. 
 Section 13.3. Distribution of Property. Upon
dissolution and winding up of the Partnership, the affairs of the Partnership will be wound up and the Partnership dissolved by the General Partner. The assets of the Partnership will be applied to pay creditors of the Partnership in the order of
priority provided by Law. Any remaining assets will be distributed to the Partners in accordance with Article VIII. Any outstanding Profit Units that remain unvested as of the date of (and after giving effect to) such final distribution shall be
forfeited. 
 Section 13.4. Capital Account Deficit. Any Partner with a deficit in its Capital Account will not be
required to contribute such deficit amount to the Partnership upon the dissolution thereof. 
 Section 13.5. Profit Unit
Clawback. If, following the dissolution, winding up and termination of the Partnership and the distribution of all or substantially all of the Partnership’s assets (the date of such event being the “Final Clawback Determination
Date”), cumulative amounts have been received by a holder of Profit Units under this Agreement (whether as distributions from the Partnership or as payment for the exchange, purchase or redemption of such Units) in excess of the sum of
cumulative distributions that would be made to such holder in respect of such Profit Units had all distributions from the Partnership (or proceeds from the payment for the exchange, purchase or redemption of such Units) been made as distributions
under Section 8.1 on the Final Clawback Determination Date (an “Excess Distribution”), then such holder of Profit Units shall be obligated to return promptly to the Partnership such Excess Distribution. The Partnership shall
distribute any amounts so returned to the Partners in accordance with Section 8.1. 
 ARTICLE XIV 

GENERAL PROVISIONS 
 Section 14.1. Amendment or Restatement. Except as otherwise set forth herein, any amendment to this Agreement may be adopted and be effective as an amendment hereto if approved by the General
Partner, provided, that any amendment to the direct rights or obligations of holders of Profit Units in their capacity as holders of Profit Units will require the consent of the holders of more than 50% of the outstanding Profit Units, which
consent may not be unreasonably withheld or delayed. The General Partner shall provide all Partners with a copy of any such amendment. 

  
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 Section 14.2. Successors and Assigns. The provisions of this Agreement will inure to
the benefit of, and will be binding upon, the Partners and their respective successors and assigns. 
 Section 14.3.
Governing Law and Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. In particular, the Partnership is formed pursuant to the Act, and the rights and liabilities of the
Partners shall be as provided therein, except as herein otherwise expressly provided. If any provision of this Agreement becomes or is deemed invalid, illegal or unenforceable in any jurisdiction by reason of the scope, extent or duration of its
coverage, then such provision will be deemed amended to the extent necessary to conform to applicable Law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then
such provision will be stricken and the remainder of this Agreement will continue in full force and effect. Should there ever occur any conflict between any provision contained in this Agreement and any present or future statute, law, ordinance or
regulation contrary to which the parties have no legal right to contract, the latter will prevail, but the provision of this Agreement affected thereby may be curtailed and limited only to the extent necessary to bring it into compliance with the
law. All the other terms and provisions of this Agreement will continue in full force and effect without impairment or limitation. 
 Section 14.4. Counterparts; Facsimiles. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but all of which taken together will constitute one and
the same instrument. Facsimile signatures will, for all purposes, be treated as originals. 
 Section 14.5. Titles and
Subtitles. The headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement in construing or interpreting any provision hereof. 

Section 14.6. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed
to have been duly given if (a) hand delivered, (b) sent by overnight mail or courier or (c) transmitted via telegram or telex or facsimile transmission, if to any Partner, at such Partner’s address or to such Partner’s
facsimile number on file with the Partnership, and if to the Partnership, to the General Partner at the General Partner’s address, or to the General Partner’s facsimile number, (202) 605-0065 ( to the attention of Barry Johnson, Chief
Financial Officer) or to such other person or address as any Partner shall have last designated by notice to the Partnership, and in the case of a change in address by the General Partner, by notice to the Limited Partners. Any notice shall be
deemed received (i) if hand delivered, when actually delivered, (ii) if sent by overnight mail or courier, when actually received, and (iii) if sent by facsimile transmission, on the date sent provided confirmatory notice is sent by
first-class mail, postage prepaid or, if such confirmation is received after normal business hours of the recipient, on the first Business Day following such confirmation. The General Partner may, in its discretion, provide notices to a Limited
Partner by electronic mail if such Limited Partner has authorized the use of such means at a specified address. 
 Section 14.7.
Entire Agreement. This Agreement, the documents referred to herein, and any other written agreements between the General Partner and/or the Partnership and a Limited Partner (it being acknowledged and agreed that the General Partner and/or
the Partnership may 

  
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enter into other written agreements with Limited Partners altering, modifying or supplementing the terms hereof), constitute (for the respective Partners that are parties thereto or bound
thereby) the entire agreement and understanding of the parties with respect to the terms and conditions of the transactions referred to herein and therein and supersede all prior and contemporaneous agreements and understandings, oral or written,
between the parties relating to such subject matter, other than as provided herein and therein. No party is relying upon any statement or representation of any other party in connection with entering into this Agreement. 

Section 14.8. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, the Partnership and
each Partner shall execute and deliver all such future instruments and take such other and further action as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and the intention of the parties as expressed
herein. 
 Section 14.9. Counterparts. This Agreement may be executed in any number of counterparts (including facsimile
counterparts), all of which together shall constitute a single instrument. It shall not be necessary that any counterpart be signed by each of the Partners so long as each counterpart shall be signed by one or more of the Partners and so long as the
other Partners shall sign at least one counterpart which shall be delivered to the Partnership. 
 Section 14.10. Judicial
Proceedings. In any judicial proceeding involving any dispute, controversy or claim arising out of or relating to this Agreement or the Partnership or its operations, each of the Partners and the Partnership irrevocably submits to the exclusive
jurisdiction and venue of the Court of Chancery of the State of Delaware, or if that court does not have jurisdiction, any state court or United States District Court located in the State of Delaware, and the appellate courts to which orders and
judgments thereof may be appealed. In any such judicial proceeding, the Partners agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be
made by delivery provided pursuant to the directions in Section 14.6. EACH OF THE PARTNERS HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
RELATING TO THE PARTNERSHIP OR ITS OPERATIONS. 

  
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 IN WITNESS WHEREOF, each the undersigned duly executed this Agreement (or caused this
Agreement to be executed on its behalf by its officer or representative thereto duly authorized) under seal as of the day and year first written above. 

 

			
	GENERAL PARTNER
	
	NTI GENPAR, LLC
		
	By:	 	/S/ JONATHAN GINNS
	 Name: Jonathan Ginns

	 Title: Authorized Person




  
 Signature
Page to ManageCo LP LPA 









 
			
	
	LIMITED PARTNERS
	
	/S/ MARIO E. RODRIGUEZ
	Mario E. Rodriguez
	
	 /S/ HANK KUCHTA

	Hank Kuchta



  
 Signature
Page to ManageCo LP LPA 









 SCHEDULE I 
 PARTNERS; UNITS 
 Class A Common Units 

 

									
	 Partner
	  	Class A Common Units	 	  	Capital Commitment	 
	 NTI GenPar LLC, as General Partner
	  	 	1,000	  	  	$	1,000	  

 Profit Units 

 

																					
	 Partner
	  	Class C1	 	  	Class C2	 	  	Class C3	 	  	Class C4	 	  	Class C5	 
	 Mario E. Rodriguez c/o NTR Partners LLC 37 Danbury Road, Suite 204 Ridgefield, CT 06877, as Limited
Partner
	  	 	0	  	  	 	1,512,500	  	  	 	1,512,500	  	  	 	2,681,250	  	  	 	2,681,250	  
	 Hank Kuchta c/o NTR Partners LLC 37 Danbury Road, Suite 204 Ridgefield, CT 06877, as Limited Partner
	  	 	0	  	  	 	1,237,500	  	  	 	1,237,500	  	  	 	2,193,750	  	  	 	2,193,750	  









 EXHIBIT A 
 DEFINED TERMS 
 “Accounting Period” means for each Fiscal
Year the period beginning on January 1 and ending on December 31; provided, however, that an Accounting Period will end and a new Accounting Period will commence on any date on which NTI LP begins a new Accounting Period. 

“Acquired Assets” has the meaning set forth in the recitals. 

“Additional Partner” means any Person who has been admitted to all the rights of a Partner pursuant to Section 5.2
of this Agreement. 
 “Affiliate” means, with respect to any Person, any other Person that directly or
indirectly controls, is controlled by, or is under common control with, such Person. For these purposes, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or otherwise; provided, that, for purposes of this Agreement, (i) no Partner shall be deemed an Affiliate of the Partnership or any of its Affiliates and
(ii) none of the Partnership nor any of its Affiliates shall be deemed an Affiliate of any Partner. 

“Agreement” means this Limited Partnership Agreement, as may be amended and restated from time to time. 

“Business Day” means any day other than a Saturday, a Sunday, or a holiday on which national banking associations in the
State of New York are authorized by Law to close. 
 “Call Notice” has the meaning set forth in
Section 4.2. “Call Right” has the meaning set forth in Section 4.2. 
 “Capital Account”
means the account to be maintained by the Partnership for each Partner pursuant to Section 6.4. 
 “Capital
Contribution” means, with respect to any Partner, that amount of cash and the Gross Asset Value of any property (other than cash) actually contributed by such Partner to the Partnership pursuant to Article VI (net of any liabilities secured
by such property that the Partnership is considered to assume or hold subject to for purposes of Section 752 of the Code). 

“Cause” unless otherwise defined in the Limited Partner’s employment agreement, shall mean when used in connection
with a Limited Partner’s separation from service with NTE, NTI LP or any of their Subsidiaries: (i) the Limited Partner’s failure to attempt in good faith to perform his duties (other than as a result of physical or mental illness or
injury); (ii)) or (b)(i) the willful or grossly negligent engaging by the Limited Partner’s willful misconduct or gross negligence of a material nature in connection with the performance of his duties as an employee, which is or could
reasonably be expected to be injurious to NTI LP in misconduct (but acts in the nature of bad business judgment shall not be considered “misconduct” for this purpose) which is materially injurious to NTE or any of its Affiliates,
(ii) perpetration by the Limited Partner of an intentional and knowing fraud against or affecting NTE or any of its Affiliates or any customer, 

  
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client, agent or employee of NTE or any of its Affiliates (whether financially, reputationally or otherwise); (iii) a breach by the Limited Partner during the term of the Limited
Partner’s employment agreement of any of the covenants contained therein, which breach is not cured within ten (10) days following written notice from NTE, or (iv) the Limited Partner being charged with, convicted of, or pleading
guilty or no contest to, a felony or a crime involving fraud, dishonesty or moral turpitude; (vii) a material breach of any of the Limited Partner’s obligations under any agreement entered into between the Limited Partner and NTE or any of
its Affiliates that is material to the employment relationship between NTE or any of its Affiliates and the Limited Partner or the relationship between the Partnership, NTI LP or any of its Affiliates and the Limited Partner as investor or
prospective investor; or (viii) a material breach of NTI LP’s policies or procedures, which breach causes or could reasonably be expected to cause harm to NTE or any of its Affiliate’s business reputation; provided that, with
respect to the events in clauses (i), (ii), (iv) or (vii) herein, NTI LP or any of its Subsidiaries, as applicable, shall have delivered written notice to the Limited Partner of its intention to terminate the Limited Partner’s
employment for Cause, which notice specifies in reasonable detail the circumstances claimed to give rise to the right to terminate the Limited Partner’s employment for Cause, and the Limited Partner shall not have cured such circumstances, to
the extent such circumstances are reasonably susceptible to cure as determined by the board of directors of NTI LP in good faith, within thirty (30) days following the delivery of such notice. 

“Change of Control” means (i) any liquidation, dissolution or winding up of NTI, NT Holdings or NTE, whether
voluntary or involuntary, (ii) any Transfer by NTI or any one or more of its Subsidiaries of all or substantially all of the assets of NTI and its Subsidiaries on a consolidated basis, and (iii) any merger, consolidation or other business
combination of NTI or any of its Subsidiaries with or into another Person or any other reorganization or sale, transfer, exchange or conversion of the equity interests in NTI or any of its Subsidiaries, if in each case more than fifty percent
(50%) of the combined voting power of the continuing and surviving entity’s stock or other equity interests outstanding immediately after such merger, consolidation, business combination or reorganization, sale, transfer, exchange or
conversion is not owned, directly or indirectly by Persons who are partners of NTI LP as of the Closing Date or Affiliates of such Partners. 
 “Class A Common Units” has the meaning set forth in Section 3.1. 
 “Class C Profit Units” has the meaning set forth in Section 3.1. 
 “Class C1 Profit Units” has the meaning set forth in Section 3.1. 
 “Class C2 Profit Units” has the meaning set forth in Section 3.1. 
 “Class C3 Profit Units” has the meaning set forth in Section 3.1. 
 “Class C4 Profit Units” has the meaning set forth in Section 3.1. 
 “Class C5 Profit Units” has the meaning set forth in Section 3.1. 
 “Code” means the U.S. Internal Revenue Code of 1986, as amended. Any reference to a section of the Code shall include a reference to any successor provision thereto. 

  
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 “Common Partner” means any Partner holding Class A Common Units.

 “Covered Person” means (i) any Partner, any Affiliate of a Partner, any representative of any of the
foregoing, and any officers, authorized persons, directors, trustees, shareholders, partners, beneficiaries, partners, employees, representatives or agents of any of the foregoing or (ii) any employee or agent of the Partnership who is
designated as a Covered Person by the General Partner. 
 “Delay Period” has the meaning set forth in
Section 4.2. 
 “Depreciation” means, for each Accounting Period, an amount equal to the depreciation,
amortization or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such Accounting Period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax
purposes during such Accounting Period, Depreciation for such asset will be an amount which bears the same ratio to Gross Asset Value of the asset as the federal income tax depreciation, amortization or other cost recovery deduction for such
Accounting Period bears to the adjusted tax basis of the asset; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Accounting Period is zero, Depreciation will be determined with
reference to such asset as if the adjusted basis of the asset for federal income tax purposes were equal to the Gross Asset Value and using any reasonable method of cost recovery selected by the General Partner. 

“Disability” unless otherwise defined in the Limited Partner’s employment agreement, means the definition of that
term in NTE’s long-term disability plan for its senior executives (or as defined in Section 22(e)(3) of the Code in the event NTE fails to obtain or maintain a long-term disability plan). 

“Dissolution” means, with respect to any Partner, the termination of its existence; provided, however, that a change in
the ownership of any Partner that is a partnership will not constitute a “Dissolution” hereunder, whether or not the Partner is deemed technically dissolved for partnership law purposes, so long as the business of the Partner is continued.

 “Dissolution Event” has the meaning set forth in Section 13.1. 

“Excess Distribution” has the meaning set forth in Section 13.5. 

“Fair Market Value” means, with respect to any Unit, a price determined by the General Partner in good faith based
solely on the liquidation value at the time that Fair Market Value of the assets of the Partnership is determined. 

“Final Clawback Determination Date” has the meaning set forth in Section 13.5. “Financing Agreement” has
the meaning set forth in Section 4.2. 
 “Fiscal Year” has the meaning set forth in Section 2.7.

 “General Partner” has the meaning set forth in the preamble. 

  
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 “Good Reason” unless otherwise defined in the Limited Partner’s
employment agreement, shall mean when used in connection with the Limited Partner’s separation from service with NTE, NTI LP or any of their Subsidiaries: unless the Limited Partner shall have consented in writing thereto, (i) a material
diminution in the Limited Partner’s base salary; (ii) a material diminution in the Limited Partner’s authority, duties or responsibilities; (v) a material change in the Limited Partner’s primary work location; or
(v) any other action or inaction that constitutes a material breach of any employment agreement between the Limited Partner and NTI LP of any of its Subsidiaries; provided, in each case, that within ninety (90) days following the initial
occurrence of any of the events set forth herein, the Limited Partner shall have delivered written notice to NTI LP or its Subsidiary, as applicable, of his intention to terminate his employment for Good Reason, which notice specifies in reasonable
detail the circumstances claimed to give rise to the Limited Partner’s right to terminate employment for Good Reason, NTI LP or any or its Subsidiary, as applicable, shall not have cured such circumstances within thirty (30) days following
receipt of such notice, and the Limited Partner’s separation from service with NTE, NTI LP or any of their Subsidiaries shall have occurred within two (2) years following the initial occurrence of the applicable event. 

“Governmental Authority” means any: (i) nation, state, commonwealth, province, territory, county, municipality,
district or other jurisdiction of any nature; (ii) U.S. and other federal, state, local, municipal, foreign or other government; or (iii) governmental or quasi-governmental authority of any nature (including any governmental division,
department, agency, commission, instrumentality, official, organization, unit, body or entity and any court or other tribunal). 

“Grant Date” has the meaning set forth in the Limited Partner’s profit units grant agreement. 

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes,
except as follows: 
 (a) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership will be the
gross fair market value of such asset (not reduced by any associated liabilities), as agreed to by the contributing Partner and the General Partner; 
 (b) The Gross Asset Values of all Partnership assets will be adjusted to equal their respective gross fair market values, as determined by the General Partner, as of the following times: (i) the
acquisition of one or more additional Units (including upon the exercise of options, warrants or other convertible equity interests) by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (ii) the
distribution by the Partnership to a Partner of more than a de minimis amount of property as consideration for one or more Units; (iii) the liquidation of the Partnership within the meaning of Treasury Regulations
Section 1.704-1(b)(2)(ii)(g); (iv) in connection with the grant of an interest in the Partnership (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Partnership by an existing
Partner acting in a Partner capacity or by a new Partner acting in a Partner capacity or in anticipation of being a Partner and (v) any other instance in which such adjustment is permitted under Treasury Regulations
Section 1.704-1(b)(2)(iv); provided, however, that adjustments pursuant to clauses (i), (ii), (iv) and (v) above may be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to
reflect the relative economic interests of the Partners in the Partnership; and 

  
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 (c) The Gross Asset Value of any property distributed to a Partner will be adjusted to equal
the gross fair market value of such asset on the date of distribution as determined reasonably by the General Partner. 
 (d) If
the Gross Asset Value of a Partnership asset differs from its adjusted basis for federal income tax purposes, then in lieu of adjusting the Gross Asset Value of such asset by its depreciation for federal income tax purposes, such Gross Asset Value
will be adjusted by Depreciation with respect to such asset. 
 “Interest” means an interest in the
Partnership, including the right of the holder thereof to any and all benefits to which a holder thereof may be entitled as provided in this Agreement together with the obligations of a holder thereof to comply with all of the terms and provisions
of this Agreement. 
 “Law” means any applicable constitutional provision, statute, act, code (including the
Code), law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a Governmental Authority and shall include, for the avoidance of any doubt,
the Partnership Act. 
 “Limited Partner” has the meaning set forth in the preamble. 

“MoM Event” means the distribution of an amount that when distributed pursuant to Section 8.1(a)-(f) of the
NTI LPA results in cumulative distributions to the holders of Class A Common Units equal to 200% of their Capital Contributions to NTI LP. 
 “MPC” has the meaning set forth in the recitals. 
 “NT
Bakery” has the meaning set forth in the recitals. 
 “NT Holdings” has the meaning set forth in the
recitals. 
 “NT Retail” has the meaning set forth in the recitals. 

“NTE” has the meaning set forth in the recitals. 

“NTI” has the meaning set forth in the recitals. 

“NTI LP” has the meaning set forth in the recitals. 

“NTI LPA” has the meaning set forth in the recitals. 

“Partner” means the General Partner, in its capacity as general partner of the Partnership, or any of the Limited
Partners, in their capacity as limited partners of the Partnership, and “Partners” means the General Partner and all of the Limited Partners. 

  
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 “Partnership” means the limited partnership governed hereby, as such
limited partnership may from time to time be constituted. 
 “Partnership Act” means the Delaware Revised
Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq., as amended from time to time. 
 “Person”
means an individual, corporation, association, limited liability company, limited liability partnership, partnership, estate, trust, joint venture, unincorporated organization or a government or any agency or political subdivision thereof.

 “Profits” and “Losses” means for any Accounting Period the amount, computed as of the last
day thereof, of the Partnership’s income or loss determined in accordance with federal income tax principles (but without requiring any items to be stated separately pursuant to Section 703 of the Code), with the following adjustments:

 (a) any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing
Profits and Losses pursuant hereto will be added to such taxable income or loss; 
 (b) any expenditures of the Partnership
described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1 .704-l(b)(2)(iv)(i) and not otherwise taken into account in computing Profits and Losses pursuant
hereto will be subtracted from such taxable income or loss; 
 (c) any adjustment to the Gross Value of an asset pursuant to
clause (b) or (c) of the definition of Gross Asset Value will be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits and Losses (to the extent such adjustment is not already reflected in
the Capital Accounts of the Partners); 
 (d) items of income, gain, loss, expense, and deduction that are specially allocated
pursuant to Sections 8.1.2 through 8.1.6 of the NTI LPA will be excluded from the computation of Profits and Losses; and 
 (e)
in any situation in which an item of income, gain, loss or deduction is affected by the adjusted basis of property, the Gross Asset Value of the property will be used in lieu of adjusted basis. By way of example and not limitation, in lieu of
depreciation, amortization and other cost recovery deductions taken into account in computing taxable income or loss, there will be taken into account Depreciation of any asset with respect to which its adjusted basis differs from its Gross Asset
Value. 
 “Profit Units” means the Units of the Partnership representing an interest in the profits of the
Partnership, with such terms as may be set forth herein and in any instruments evidencing their grant. 
 “Sponsor
Partner” means either TPG Marathon, L.P or ACON Refining Partners L.L.C., as limited partners in NTI LP. 

  
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 “SPP Refining” has the meaning set forth in the recitals. “SSA”
has the meaning set forth in the recitals. 
 “Subsidiary” means, with respect to any Person, any other Person
of which such Person, directly or indirectly, owns at least 50% of the voting stock or other voting equity interests of such other Person. 
 “Tax” means all taxes, charges, levies, penalties or other assessments imposed by any United States federal, state, local or foreign taxing authority, including income, excise, property,
sales, transfer, franchise, payroll, withholding, social security or other similar taxes, including any interest or penalties attributable thereto. 
 “Tax Advances” has the meaning set forth in Section 10.2. 

“Tax Distribution” has the meaning set forth in Section 8.3. 

“Tax Estimation Period” means each of the periods consisting of the following months: (i) January, February, and
March, (ii) April and May, (iii) June, July and August and (iv) September, October, November and December, or other periods for which estimates of individual or corporate U.S. federal income tax liability are required to be made under
the Code. 
 “Tax Matters Partner” means the tax matters partner for the Partnership as such term is defined in
Section 6231(a)(7) of the Code. 
 “Transaction Agreements” has the meaning set forth in the recitals.

 “Transfer” means, with respect to any Units, a direct or indirect transfer, sale, exchange, assignment,
pledge, hypothecation or other encumbrance or other disposition of such Partnership Units, including the grant of an option or other right, whether directly or indirectly, whether voluntarily, involuntarily or by operation of law; and
“Transferred”, “Transferee” and “Transferability” shall each have correlative meanings. 
 “Treasury Regulations” means the regulations promulgated by the U.S. Department of the Treasury under the Code, as amended from time to time (including any successor regulations).

 “Unit” has the meaning set forth in Section 3.1. 

  
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