0000903423-13-000476.txt : 20130821 0000903423-13-000476.hdr.sgml : 20130821 20130821164512 ACCESSION NUMBER: 0000903423-13-000476 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130821 DATE AS OF CHANGE: 20130821 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Northern Tier Energy LP CENTRAL INDEX KEY: 0001533454 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 800763623 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87061 FILM NUMBER: 131053156 BUSINESS ADDRESS: STREET 1: 38C GROVE STREET STREET 2: SUITE 100 CITY: RIDGEFIELD STATE: CT ZIP: 06877 BUSINESS PHONE: (203) 244-6550 MAIL ADDRESS: STREET 1: 38C GROVE STREET STREET 2: SUITE 100 CITY: RIDGEFIELD STATE: CT ZIP: 06877 FORMER COMPANY: FORMER CONFORMED NAME: Northern Tier Energy, Inc. DATE OF NAME CHANGE: 20111025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Northern Tier Holdings LLC CENTRAL INDEX KEY: 0001553950 IRS NUMBER: 273005239 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 38C GROVE STREET STREET 2: SUITE 100 CITY: RIDGEFIELD STATE: CT ZIP: 06877 BUSINESS PHONE: (203) 244-6550 MAIL ADDRESS: STREET 1: 38C GROVE STREET STREET 2: SUITE 100 CITY: RIDGEFIELD STATE: CT ZIP: 06877 SC 13D/A 1 ntholding-13da6_0821.htm Unassociated Document

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)

(Amendment No. 6)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)
 
Northern Tier Energy LP
(Name of Issuer)
 
Common Units, no par value
(Title of Class of Securities)
 
665826103
(CUSIP Number)
 
Barry Johnson
Authorized Officer
ACON Investments, L.L.C.
1133 Connecticut Avenue, NW, Suite 700
Washington, D.C. 20036
(202) 454-1100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
August 19, 2013
(Date of Event which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. 
 
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
(Continued on following pages)
 
(Page 1 of 7 Pages)
_____________________
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 

CUSIP No. 665826103
13D
Page 2 of 7 Pages
1
NAMES OF REPORTING PERSONS
Northern Tier Holdings LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS (see instructions)
OO (See Item 3)
5
 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
35,622,500 (See Items 3, 4 and 5)
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
35,622,500 (See Items 3, 4 and 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,122,500 (See Items 3, 4 and 5)
12
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
38.7% (See Item 5)*
14 TYPE OF REPORTING PERSON
OO
*
The calculation is based on a total of 92,086,053 Common Units of the Issuer outstanding as of August 13, 2013 as reported in the prospectus supplement filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on August 14, 2013.

 
 
 

This Amendment No. 6 (the “Amendment”) amends and supplements the Schedule 13D filed on November 19, 2012, as amended and supplemented by Amendment No. 1 filed on November 28, 2012, Amendment No. 2 filed on January 24, 2013, Amendment No. 3 filed on February 11, 2013, Amendment No. 4 filed on May 8, 2013 and Amendment No. 5 filed on May 24, 2013 (as so amended, the “Original Schedule 13D” and, as further amended and supplemented by this Amendment, the “Schedule 13D”) by the Reporting Person with respect to the Common Units of the Issuer.  Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
 
Item 4.  Purpose of Transaction
 
This Amendment amends and supplements Item 4 of the Original Schedule 13D by inserting the following after the last paragraph under the subheading April 2013 Resale Offering Lock-Up Agreement:
 
“August 2013 Resale Offering
 
On August 14, 2013, the Issuer, NTE, the Reporting Person, in its capacity as selling unitholder (the “Selling Unitholder”), Northern Tier Energy Holdings LLC and NTE GP entered into an underwriting agreement attached hereto as Exhibit 11 (the “August 2013 Resale Offering Underwriting Agreement”) with Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representative of the underwriters named therein (the “August 2013 Resale Offering Underwriters”), providing for the offer and sale by the Selling Unitholder (the “August 2013 Resale Offering”), and purchase by the August 2013 Resale Offering Underwriters, of 11,500,000 Common Units of the Issuer at a price of $22.03 per Common Unit, which represents the public offering price of $22.85 per Common Unit less the August 2013 Resale Offering Underwriters’ discount of $0.82 per Common Unit.  Pursuant to the August 2013 Resale Offering Underwriting Agreement, the Selling Unitholder also granted the August 2013 Resale Offering Underwriters a 30-day option to purchase up to an aggregate of 1,725,000 additional Common Units of the Issuer on the same terms.
 
The August 2013 Resale Offering closed on August 19, 2013.
 
August 2013 Resale Offering Lock-Up Agreement
 
Each of the Reporting Person, NTE GP and each executive officer and director of NTE GP agreed with the August 2013 Resale Offering Underwriters, pursuant to a lock-up agreement (each, an “August 2013 Resale Offering Lock-Up Agreement”), not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, or engage in any hedging or other transaction that is designed to or reasonably could be expected to lead to or result in a sale or disposition of, any of their Common Units, or any options or warrants to purchase any of their Common Units, or any securities convertible into, exchangeable for or that represent the right to receive Common Units, for a period beginning on the date of such August 2013 Resale Offering Lock-Up Agreement and continuing for 45 days after August 14, 2013, the date of the prospectus supplement related to the August 2013 Resale Offering (such period, the “August 2013 Resale Offering Lock-Up Period”), except with the prior written consent of the representatives of certain of the August 2013 Resale Offering Underwriters.
 
The August 2013 Resale Offering Lock-Up Period will be automatically extended if: (1) during the last 17 days of the August 2013 Resale Offering Lock-Up Period the Issuer issues an earnings release or announces material news or a material event; or (2) prior to the expiration of the August 2013 Resale Offering Lock-Up Period, the Issuer announces that it will release earnings results during the 15-day period following the last day of the August 2013 Resale Offering Lock-Up Period, in which case the restrictions will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or material event.”
 
This Amendment amends and restates the last paragraph of Item 4 of the Original Schedule 13D as follows:
 
 
 
Page 3 of 7 Pages
 
 
“References to and descriptions of the Underwriting Agreement, the Transaction Agreement, the Partnership Agreement, the Supplemental Indenture, the Registration Rights Agreement, the Lock-Up Agreement, the Resale Offering Underwriting Agreement, the Resale Offering Lock-Up Agreement, the April 2013 Resale Offering Underwriting Agreement, the April 2013 Resale Offering Lock-Up Agreement, the August 2013 Resale Offering Underwriting Agreement and the August 2013 Resale Offering Lock-Up Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of each of the Underwriting Agreement, the Transaction Agreement, the Partnership Agreement, the Supplemental Indenture, the Registration Rights Agreement, the form of Lock-Up Agreement, the Resale Offering Underwriting Agreement, the form of Resale Offering Lock-Up Agreement, the April 2013 Resale Offering Underwriting Agreement, the form of April 2013 Resale Offering Lock-Up Agreement, the August 2013 Resale Offering Underwriting Agreement and the form of August 2013 Resale Offering Lock-Up Agreement, which have been filed as Exhibit 1, Exhibit 2, Exhibit 3, Exhibit 4, Exhibit 5, Exhibit 6, Exhibit 7, Exhibit 8, Exhibit 9, Exhibit 10, Exhibit 11 and Exhibit 12, respectively, and are incorporated herein by reference.”
 
Item 5.  Interest in Securities of the Issuer
 
This Amendment amends and restates the second and third paragraphs of Item 5 of the Original Schedule 13D in their entirety as set forth below:
 
“(a)–(b)                      The following disclosure assumes that there are 92,086,053 Common Units of the Issuer outstanding as of August 13, 2013, which figure is based on information set forth in the prospectus supplement filed by the Issuer with the Commission on August 14, 2013.
 
Pursuant to Rule 13d-3 of the Act, the Reporting Person may be deemed to beneficially own 35,622,500 Common Units of the Issuer, which constitutes approximately 38.7% of the outstanding Common Units of the Issuer.”
 
Item 7. Material to Be Filed as Exhibits
 
This Amendment supplements Item 7 of the Original Schedule 13D by inserting the following paragraph after the last paragraph of Item 7 of the Original Schedule 13D:
 
“11.
Underwriting Agreement, dated August 14, 2013, by and among Northern Tier Energy LP, Northern Tier Energy LLC, Northern Tier Energy GP LLC, Northern Tier Energy Holdings LLC, Northern Tier Holdings LLC and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representatives of the several underwriters (previously filed with the Commission as Exhibit 1.1 to Form 8-K filed by Northern Tier Energy LP on August 15, 2013).
 
12.
Form of Lock-Up Agreement, by and among each of Northern Tier Holdings LLC, Northern Tier Energy GP LLC and certain directors and officers of Northern Tier Energy GP LLC and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representatives of the several underwriters (previously filed with the Commission as Exhibit 13 to Schedule 13D/A filed by NTI GenPar, LLC, Northern Tier Investors LP and Northern Tier Investors, LLC on August 21, 2013).”
 
 
.
 

 
Page 4 of 7 Pages
 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  August 21, 2013
 
 
Northern Tier Holdings LLC
   
 
 
By: /s/ Barry E. Johnson                   
 
Name:  Barry E. Johnson
Title: Authorized Officer
   

 
Page 5 of 7 Pages
 

 
INDEX TO EXHIBITS
 
1.
Underwriting Agreement, dated July 25, 2012, by and among Northern Tier Energy LP, Northern Tier Energy LLC, Northern Tier Energy GP LLC, Northern Tier Energy Holdings LLC and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc., as representatives of the several underwriters (previously filed with the Commission as Exhibit 1.1 to Form 8-K filed by Northern Tier Energy LP and Northern Tier Energy LLC on July 30, 2012).
 
2.
Transaction Agreement, dated July 25, 2012, 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 (previously filed with the Commission as Exhibit 10.1 to Form 8-K filed by Northern Tier Energy LP and Northern Tier Energy LLC on July 30, 2012).
 
3.
First Amended and Restated Agreement of Limited Partnership of Northern Tier Energy LP, dated July 31, 2012 (previously filed with the Commission as Exhibit 3.1 to Form 8-K filed by Northern Tier Energy LP on August 2, 2012).
 
4.
Supplemental Indenture, dated as of November 2, 2012, by and among Northern Tier Energy LLC, Northern Tier Finance Corporation, the subsidiary guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent (previously filed with the Commission as Exhibit 4.1 to Form 8-K filed by Northern Tier Energy LP and Northern Tier Energy LLC on November 6, 2012).
 
5.
Amended and Restated Registration Rights Agreement, dated July 31, 2012, by and among TPG Refining, L.P., ACON Refining Partners, L.L.C., NTI Management Company, L.P., NTR Partners LLC, NTR Partners II LLC, Northern Tier Investors, LLC, Northern Tier Holdings LLC and Northern Tier Energy LP (previously filed with the Commission as Exhibit 4.1 to Form 8-K filed by Northern Tier Energy LP on August 2, 2012).
 
6.
Form of Lock-Up Agreement, by and among each of Northern Tier Holdings LLC, Northern Tier Energy GP LLC and certain directors and officers of Northern Tier Energy GP LLC and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Barclays Capital, Inc., as representatives of the several underwriters (previously filed with the Commission as Exhibit 7 to Schedule 13D/A filed by Northern Tier Holdings LLC on November 28, 2012).
 
7.
Underwriting Agreement, dated January 17, 2013, by and among Northern Tier Energy LP, Northern Tier Energy LLC, Northern Tier Energy GP LLC, Northern Tier Energy Holdings LLC, Northern Tier Holdings LLC and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Citigroup Global Markets Inc. and UBS Securities LLC, as representatives of the several underwriters (previously filed with the Commission as Exhibit 1.1 to Form 8-K filed by Northern Tier Energy LP on January 22, 2013).
 
8.
Form of Lock-Up Agreement, by and among each of Northern Tier Holdings LLC, Northern Tier Energy GP LLC and certain directors and officers of Northern Tier Energy GP LLC and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Citigroup Global Markets Inc. and UBS Securities LLC, as representatives of the several underwriters (previously filed with the Commission as Exhibit 9 to Schedule 13D/A filed by NTI GenPar, LLC, Northern Tier Investors LP and Northern Tier Investors, LLC on January 24, 2013).
 
9.
Underwriting Agreement, dated April 30, 2013, by and among Northern Tier Energy LP, Northern Tier Energy LLC, Northern Tier Energy GP LLC, Northern Tier Energy Holdings LLC, Northern Tier Holdings LLC and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representatives of the several underwriters (previously filed with the Commission as Exhibit 1.1 to Form 8-K filed by Northern Tier Energy LP on May 1, 2013).
 
Page 6 of 7 Pages
 
 
10.
Form of Lock-Up Agreement, by and among each of Northern Tier Holdings LLC, Northern Tier Energy GP LLC and certain directors and officers of Northern Tier Energy GP LLC and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representatives of the several underwriters (previously filed with the Commission as Exhibit 11 to Schedule 13D/A filed by NTI GenPar, LLC, Northern Tier Investors LP and Northern Tier Investors, LLC on May 8, 2013).
 
11.
Underwriting Agreement, dated August 14, 2013, by and among Northern Tier Energy LP, Northern Tier Energy LLC, Northern Tier Energy GP LLC, Northern Tier Energy Holdings LLC, Northern Tier Holdings LLC and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representatives of the several underwriters (previously filed with the Commission as Exhibit 1.1 to Form 8-K filed by Northern Tier Energy LP on August 15, 2013).
 
12.
Form of Lock-Up Agreement, by and among each of Northern Tier Holdings LLC, Northern Tier Energy GP LLC and certain directors and officers of Northern Tier Energy GP LLC and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representatives of the several underwriters (previously filed with the Commission as Exhibit 13 to Schedule 13D/A filed by NTI GenPar, LLC, Northern Tier Investors LP and Northern Tier Investors, LLC on August 21, 2013).
 


 
Page 7 of 7 Pages
 

EX-13 2 ntholding-13da6ex13_0821.htm Unassociated Document
Northern Tier Energy LP
 
Lock-Up Agreement
 
August 14, 2013
 
Barclays Capital Inc.
Merrill Lynch, Pierce, Fenner & Smith
 
Incorporated
Goldman, Sachs & Co.
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
 UBS Securities LLC
 
As representatives of the several Underwriters
  
   named in Schedule I to the Underwriting Agreement,
c/o Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
 
Re:  Northern Tier Energy LP- Lock-Up Agreement
 
Ladies and Gentlemen:
 
The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Northern Tier Energy LP, a Delaware limited partnership (the “Company”) and Northern Tier Holdings LLC (the “Selling Unitholder”), providing for a public offering of common units (the “Units”) representing limited partner interests in the Company pursuant to a Registration Statement on Form S-3 on file with the Securities and Exchange Commission (the “SEC”).
 
In consideration of the agreement by the Underwriters to offer and sell the Units, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any common units of the Company, or any options or warrants to purchase any common units of the Company, or any securities convertible into, exchangeable for or that represent the right to receive common units of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Units”).  The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Units even if such Units would be disposed of by someone other than the undersigned.  Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Units or with respect to any security that includes, relates to, or derives any significant part of its value from such Units.
 
 
1
 
The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue for 45 days after the public offering date set forth on the final prospectus used to sell the Units (the “Public Offering Date”) pursuant to the Underwriting Agreement; provided, however, that if (i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or announces material news or a material event or (ii) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 15-day period following the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. waive, in writing, such extension.
 
The undersigned hereby acknowledges that the Company has agreed in the Underwriting Agreement to provide written notice of any event that would result in an extension of the Lock-Up Period pursuant to the previous paragraph to the undersigned (in accordance with Section 15 of the Underwriting Agreement) and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned.  The undersigned hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to the previous paragraph) has expired.
 
Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Units (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust or other transferee agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) as distributions to partners or members of the undersigned (including upon any liquidation and dissolution of the undersigned pursuant to a plan of liquidation approved by the undersigned’s partners or members), provided that the partners or members of the undersigned agree to be bound in writing by the restrictions set forth therein and provided further that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be voluntarily made as a result of such transfer or distribution, (iv) to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned, provided that such affiliate, investment fund or other entity controlled or managed by the undersigned agrees to be bound in writing by the restrictions set forth therein and provided further that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made as a result of such transfer, or (v) with the prior written consent of Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. on behalf of the Underwriters.  For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or
 
 
2
 
 
adoption, not more remote than first cousin.  In addition, notwithstanding the foregoing, if the undersigned is a corporation, the corporation may transfer the common units of the Company to any wholly-owned subsidiary of such corporation; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such common units subject to the provisions of this Agreement and there shall be no further transfer of such common units except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for value.  The undersigned now has, and, except as contemplated by clause (i), (ii), (iii), (iv) or (v) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Units, free and clear of all liens, encumbrances, and claims whatsoever.  The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Units except in compliance with the foregoing restrictions.
 
[Signature Page Follows]
 

 
3
 

The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering.  The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns; provided, however, that if for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated.
 
Very truly yours,
 

 
____________________________
Exact Name of Unitholder
 

 
____________________________
Authorized Signature
 

 
____________________________
Title
 

 
____________________________
Date
 

 

 

Signature Page to
Lock-Up Agreement