Amendment to the LLC Agreement. The Board of Directors hereby adopts and consents to the amendment of the LLC Agreement pursuant to which Exhibit A of the LLC Agreement will be replaced with Exhibit A attached hereto to reflect the current ownership of the Company and further agrees that it and the Members shall be fully bound by, and subject to, all of the covenants, terms and conditions of the LLC Agreement as it is now written.
Amendment to the LLC Agreement. (a) Section 36 of the LLC Agreement shall be deleted and replaced in its entirety with the following replacement Section 36:
Amendment to the LLC Agreement. (a) Section 1.01 of the LLC Agreement shall be amended by deleting the words “proposed,” from the definition of “Treasury Regulations” in Section 1.01 of the LLC Agreement:
(b) Section 9.02(a) of the LLC Agreement shall be deleted and replaced in its entirety with the following replacement Section 9.02(a):
(a) the Company has received a written instrument of Transfer of such Membership Interest in a form satisfactory to the Company, which instrument shall be signed by the transferring Member and the transferee, shall contain the transferee’s express acceptance of and agreement to be bound by all of the terms and conditions of this Agreement and whereby the transferee shall represent, warrant and covenant that:
(i) the transferee has not acquired, and will not sell, trade or transfer any such Membership Interest or an interest therein, or cause any such Membership Interest or interests therein to be marketed, on or through either an “established securities market” or a “secondary market (or the substantial equivalent thereof),” in each case within the meaning of Section 7704(b) of the Code; and
(ii) the transferee will not enter into any instrument contract or arrangement with respect to any Membership Interest that would constitute a “transfer” of such Membership Interest or an interest therein under Section 7704 of the Code other than by means of a transfer consented to by the Members.
(c) Section 9.02(d) of the LLC Agreement shall be amended by deleting the words “and the consent of each Lender” from Section 9.02(d) of the LLC Agreement.
(d) Section 10.01(c) of the LLC Agreement shall be deleted and replaced in its entirety with the following replacement Section 10.01(c):
Amendment to the LLC Agreement. (a) Section 4.1(c). The parties hereto acknowledge and agree that Section 4.1(c) is hereby restated in its entirety as follows:
Amendment to the LLC Agreement. The LLC Agreement is hereby ------------------------------ amended as follows:
(a) Amendment of Section
Section 1.1 of the LLC Agreement ------------------------ is hereby amended by adding, in appropriate alphabetical order, the following new definition:
Amendment to the LLC Agreement. (a) Section 1.01 of the LLC Agreement shall be amended by deleting the words “proposed,” from the definition of “Treasury Regulations” in Section 1.01 of the LLC Agreement:
(b) Section 9.02(a) of the LLC Agreement shall be deleted and replaced in its entirety with the following replacement Section 9.02(a):
Amendment to the LLC Agreement. The Preamble of the LLC Agreement is hereby amended and restated in its entirety to read as follows: “This Limited Liability Company Agreement (this “Agreement”) of TESORO HIGH PLAINS PIPELINE COMPANY LLC, a Delaware limited liability company (the “Company”), effective as of December 2, 2010, as amended, is entered into by and between the Company and Tesoro Logistics Pipelines LLC, a Delaware limited liability company, the Company’s sole member (the “Member”).”
Amendment to the LLC Agreement. The LLC Agreement is hereby amended as follows:
1.1 The following sentence shall be inserted at the end of Section 11.5 of the LLC Agreement: “For the avoidance of doubt, the death, retirement, resignation, expulsion, bankruptcy or dissolution of a Non-Seadrill Member or the occurrence of any other event which terminates the continued membership of a Non-Seadrill Member in the Company shall not cause a dissolution of the Company, and the Company shall continue after any such event.”
Amendment to the LLC Agreement. SECTION 2.01. Section H of the LLC Agreement is hereby amended and restated in its entirety so as to read as follows:
Amendment to the LLC Agreement
