Tesoro Logistics Lp Sample Contracts

THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 29, 2016 among TESORO LOGISTICS LP, as the Borrower BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, BARCLAYS BANK PLC, CITIBANK, N.A., JPMORGAN CHASE...
Credit Agreement • February 3rd, 2016 • Tesoro Logistics Lp • Pipe lines (no natural gas) • New York

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of January 29, 2016, among TESORO LOGISTICS LP, a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ANDEAVOR LOGISTICS LP Dated April 26, 2011 as amended by:
Limited Partnership Agreement • August 1st, 2017 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ANDEAVOR LOGISTICS LP dated as of April 26, 2011, is entered into by and between Tesoro Logistics GP, LLC, a Delaware limited liability company, as the General Partner, Tesoro Corporation, a Delaware corporation, as the Organizational Limited Partner, Tesoro Alaska Company, a Delaware corporation, and Tesoro Refining and Marketing Company, a Delaware corporation, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

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AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 4, 2013 among TESORO LOGISTICS LP, as the Borrower BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and The Other Lenders Party Hereto MERRILL, LYNCH, PIERCE, FENNER & SMITH...
Credit Agreement • January 7th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas) • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of January 4, 2013, among TESORO LOGISTICS LP, a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

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AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 27th, 2018 • Andeavor Logistics Lp • Pipe lines (no natural gas) • New York

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of January 29, 2016, among ANDEAVOR LOGISTICS LP, a Delaware limited partnership (formerly known as Tesoro Logistics LP, the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 15th, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Delaware

This Indemnification Agreement (“Agreement”) is made and entered into as of ________ __, 20__ by and between Tesoro Logistics GP, LLC, a Delaware limited liability company (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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REGISTRATION RIGHTS AGREEMENT Dated as of October 29, 2014 Among TESORO LOGISTICS LP, TESORO LOGISTICS FINANCE CORP., THE GUARANTORS LISTED ON SCHEDULE I HERETO and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED As Representative for the Initial...
Registration Rights Agreement • October 29th, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas) • New York

This Registration Rights Agreement (this “Agreement”) is dated as of October 29, 2014, among TESORO LOGISTICS LP, a limited partnership organized under the laws of Delaware (the “Partnership”), TESORO LOGISTICS FINANCE CORP., a Delaware corporation (together with the Partnership, the “Issuers”), the guarantors of the Senior Notes (as defined below) and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as the representative (the “Representative”) of the several initial purchasers (the “Initial Purchasers”) named on Schedule I to the Purchase Agreement (as defined below).

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TESORO LOGISTICS GP, LLC A Delaware Limited Liability Company Dated as of July 1, 2014 as amended by: Amendment No. 1 dated September 30, 2014 Amendment No. 2 dated November 12, 2015...
Limited Liability Company Agreement • May 9th, 2017 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tesoro Logistics GP, LLC (the “Company”), dated as of July 1, 2014, is adopted, executed and agreed to by and among the Persons listed on Exhibit A attached hereto as Members of the Company and any additional Persons who become Members of the Company in accordance with the provisions of this Agreement.

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FORM OF CREDIT AGREEMENT Dated as of [__________] [__], 2011 among TESORO LOGISTICS LP, as the Borrower BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and The Other Lenders Party Hereto MERRILL, LYNCH, PIERCE, FENNER & SMITH...
Credit Agreement • April 13th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of [_________] [__], 2011, among TESORO LOGISTICS LP, a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 2, 2014 among TESORO LOGISTICS LP, as the Borrower BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, THE ROYAL BANK OF SCOTLAND PLC, as Syndication...
Credit Agreement • December 8th, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas) • New York

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of December 2, 2014, among TESORO LOGISTICS LP, a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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LONG-TERM INCENTIVE PLAN PHANTOM UNIT AWARD AGREEMENT OFFICER – GRANT (3-year pro-rata vesting)
Phantom Unit Award Agreement • May 9th, 2019 • Andeavor Logistics Lp • Pipe lines (no natural gas)

As evidenced by this Award Agreement and under the Andeavor Logistics LP 2011 Long-Term Incentive Plan (the “Plan”), Tesoro Logistics GP, LLC, a Delaware limited liability company (the “Company”), the general partner of Andeavor Logistics LP, a Delaware limited partnership (the “Partnership”) has granted to [NAME] (the “Participant”), an officer of the Company, on [DATE] (the “Grant Date”), [NUMBER] Phantom Units, with each Phantom Unit representing the right to receive a Unit of the Partnership, subject to the terms and conditions in the Plan and this Award Agreement. The number of Phantom Units awarded is subject to adjustment as provided in the Plan, and the Phantom Units hereby granted are also subject to the following terms and conditions:

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THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TESORO LOGISTICS GP, LLC A Delaware Limited Liability Company Dated as of August 6, 2018
Limited Liability Company Agreement • August 7th, 2018 • Andeavor Logistics Lp • Pipe lines (no natural gas) • Delaware

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tesoro Logistics GP, LLC (the “Company”), dated as of August 6, 2018, is adopted, executed and agreed to by and among the Persons listed on Exhibit A attached hereto as Members of the Company and any additional Persons who become Members of the Company in accordance with the provisions of this Agreement.

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AMENDED AND RESTATED MANAGEMENT STABILITY AGREEMENT
Management Stability Agreement • April 4th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas

This Amended and Restated Management Stability Agreement is dated December 31, 2008, between Tesoro Corporation, a Delaware corporation (the “Company”), and Phillip M. Anderson (“Employee”), and supersedes and replaces any other previously dated Management Stability Agreement.

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EMPLOYMENT AGREEMENT
Employment Agreement • April 4th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas

This Employment Agreement (the “Agreement”) is entered into as of May 7, 2009 (the “Effective Date”) by and between Tesoro Corporation (the “Company”), and Charles S. Parrish (the “Executive”);

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TESORO LOGISTICS LP 5,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • February 24th, 2017 • Tesoro Logistics Lp • Pipe lines (no natural gas) • New York
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TERMINALLING SERVICES AGREEMENT – MARTINEZ
Terminalling Services Agreement • July 1st, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas

This Terminalling Services Agreement – Martinez (the “Agreement”) is dated as of July 1, 2014, by and between Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“Customer”), and Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”), and for purposes of Section 33(a) only, Tesoro Logistics GP, LLC, a Delaware limited liability company (“General Partner”), and Tesoro Logistics LP, a Delaware limited partnership (“Partnership”).

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SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ANDEAVOR LOGISTICS LP Dated October 30, 2017
Limited Partnership Agreement • October 31st, 2017 • Andeavor Logistics Lp • Pipe lines (no natural gas) • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ANDEAVOR LOGISTICS LP dated as of October 30, 2017, is entered into by and between Tesoro Logistics GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TESORO LOGISTICS LP
Limited Partnership Agreement • April 29th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TESORO LOGISTICS LP dated as of April 26, 2011, is entered into by and between Tesoro Logistics GP, LLC, a Delaware limited liability company, as the General Partner, Tesoro Corporation, a Delaware corporation, as the Organizational Limited Partner, Tesoro Alaska Company, a Delaware corporation, and Tesoro Refining and Marketing Company, a Delaware corporation, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

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AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • December 27th, 2018 • Andeavor Logistics Lp • Pipe lines (no natural gas) • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of January 29, 2016, among ANDEAVOR LOGISTICS LP, a Delaware limited partnership (formerly known as Tesoro Logistics LP, the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.

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SIXTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 6th, 2015 • Tesoro Logistics Lp • Pipe lines (no natural gas) • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 21, 2015, among TLLP Merger Sub LLC (the “Guaranteeing Subsidiary”), Tesoro Logistics LP, a Delaware limited partnership (“TLLP”), Tesoro Logistics Finance Corp., a Delaware corporation (together with TLLP, the “Issuers”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

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SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT
Omnibus Agreement • November 15th, 2012 • Tesoro Logistics Lp • Pipe lines (no natural gas)

This SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT (the “Agreement”) is entered into on, and effective as of, November 15, 2012, among Tesoro Corporation, a Delaware corporation (“Tesoro”), on behalf of itself and the other Tesoro Entities (as defined herein), Tesoro Refining and Marketing Company, a Delaware corporation (“Tesoro Refining and Marketing”), Tesoro Companies, Inc., a Delaware corporation (“Tesoro Companies”), Tesoro Alaska Company, a Delaware company (“Tesoro Alaska”), Tesoro Logistics LP, a Delaware limited partnership (the “Partnership”), and Tesoro Logistics GP, LLC, a Delaware limited liability company (the “General Partner”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
Contribution, Conveyance and Assumption Agreement • February 21st, 2017 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas

This Contribution, Conveyance and Assumption Agreement (this “Agreement”), effective as of November 21, 2016 (the “Effective Date”), is by and among Tesoro Logistics LP, a Delaware limited partnership (the “Partnership”), Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Tesoro Logistics Operations LLC, a Delaware limited liability company (the “Operating Company”), Tesoro Corporation, a Delaware corporation (“Tesoro”), and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“TRMC”). The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

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TESORO LOGISTICS LP TESORO LOGISTICS FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 5.50% SENIOR NOTES DUE 2019 6.25% SENIOR NOTES DUE 2022 INDENTURE Dated as of October 29, 2014 U.S. BANK NATIONAL ASSOCIATION, as Trustee
Indenture • October 29th, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas) • New York

INDENTURE dated as of October 29, 2014 among Tesoro Logistics LP, a Delaware limited partnership (“TLLP”), and Tesoro Logistics Finance Corp. (“Finance Corp.” and, together with TLLP, the “Issuers”), the Guarantors (as defined) and U.S. Bank National Association, a national banking association, as trustee.

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CARSON II STORAGE SERVICES AGREEMENT
Storage Services Agreement • November 12th, 2015 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas

This Carson II Storage Services Agreement (the “Agreement”) is effective as of the Commencement Date (as defined below), by and between Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“TRMC”), Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”), and for purposes of Section 25(a) only, Tesoro Logistics GP, LLC, a Delaware limited liability company (the “General Partner”), and Tesoro Logistics LP, a Delaware limited partnership (the “Partnership”).

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SUPPORT AGREEMENT
Support Agreement • August 22nd, 2017 • Andeavor Logistics Lp • Pipe lines (no natural gas) • Delaware

THIS SUPPORT AGREEMENT, dated as of August 13, 2017 (this “Agreement”), is entered into by and among Andeavor Logistics LP, a Delaware limited partnership (“TMLP”), Western Refining Logistics, LP, a Delaware limited partnership (“WMLP”), St. Paul Park Refining Co. LLC, a Delaware limited liability company (“SPP”), and Western Refining Southwest, Inc., an Arizona corporation (“WRS”, and together with SPP, each a “Unitholder” and collectively the “Unitholders”, and each of the Unitholders, WMLP and TMLP, each a “party” and collectively the “parties”).

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TESORO LOGISTICS LP 20,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • October 23rd, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas) • New York

This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among Tesoro Logistics GP, LLC and Tesoro Logistics LP (the “Partnership”) and you as Representative (the “Representative”) of a group of Underwriters named therein, relating to an underwritten public offering of common units representing limited partner interests in the Partnership (“Common Units”).

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FOURTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 31st, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas) • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 8, 2014 among Tesoro Alaska Pipeline Company LLC (the “Guaranteeing Subsidiary”), Tesoro Logistics LP, a Delaware limited partnership (“TLLP”), Tesoro Logistics Finance Corp., a Delaware corporation (together with TLLP, the “Issuers”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

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THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ANDEAVOR LOGISTICS LP Dated December 1, 2017
Agreement of Limited Partnership • December 1st, 2017 • Andeavor Logistics Lp • Pipe lines (no natural gas) • Delaware

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ANDEAVOR LOGISTICS LP dated as of December 1, 2017, is entered into by and between Tesoro Logistics GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

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ANDEAVOR LOGISTICS LP (as amended and restated to date) PERFORMANCE PHANTOM UNIT AGREEMENT
Performance Phantom Unit Agreement • February 23rd, 2018 • Andeavor Logistics Lp • Pipe lines (no natural gas)

Pursuant to this Performance Phantom Unit Agreement, dated as of February 16, 2018 (the “Agreement”), Tesoro Logistics GP, LLC (the “Company”), as the general partner of Andeavor Logistics LP (the “Partnership”), hereby grants to [___________] (the “Participant”) the following award of Phantom Units (“Phantom Units”), pursuant and subject to the terms and conditions of this Agreement and the Andeavor Logistics LP 2011 Long-Term Incentive Plan, as amended and restated to date (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.

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ASSET SALE AND PURCHASE AGREEMENT BETWEEN CHEVRON PIPE LINE COMPANY AND TESORO LOGISTICS NORTHWEST PIPELINE LLC NORTHWEST PRODUCTS PIPELINE SYSTEM Effective Date December 6, 2012
Asset Sale and Purchase Agreement • December 11th, 2012 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas

This ASSET SALE AND PURCHASE AGREEMENT (“Agreement”) dated as of December 6, 2012 (the “Effective Date”) is made between CHEVRON PIPE LINE COMPANY, a Delaware corporation, with its principal offices at 4800 Fournace Place, Bellaire, Texas (“Seller”) and TESORO LOGISTICS NORTHWEST PIPELINE LLC, a Delaware limited liability company, with its principal offices at 19100 Ridgewood Parkway, San Antonio, Texas (“Buyer”).

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CREDIT AGREEMENT Dated as of April 26, 2011 among TESORO LOGISTICS LP, as the Borrower BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and The Other Lenders Party Hereto MERRILL, LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Lead...
Credit Agreement • April 29th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of April 26, 2011, among TESORO LOGISTICS LP, a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

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AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED OMNIBUS AGREEMENT
Omnibus Agreement • February 24th, 2015 • Tesoro Logistics Lp • Pipe lines (no natural gas)

THIS AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED OMNIBUS AGREEMENT (the “Amendment No. 1”), is entered into and executed on February 20, 2015, and effective as of December 31, 2014 (the “Amendment No. 1 Effective Date”), among Tesoro Corporation, a Delaware corporation (“Tesoro”), on behalf of itself and the other Tesoro Entities (as defined in the Third Omnibus Agreement, defined below), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“TRMC”), Tesoro Companies, Inc., a Delaware corporation, Tesoro Alaska Company LLC, a Delaware limited liability (“Tesoro Alaska”), Tesoro Logistics LP, a Delaware limited partnership (the “Partnership”), and Tesoro Logistics GP, LLC, a Delaware limited liability company (the “General Partner”). The above-named entities are sometimes referred to in this Amendment No. 1 as “Party” and collectively as the “Parties”.

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SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • December 12th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas) • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 9, 2013, among Tesoro SoCal Pipeline Company LLC (the “Guaranteeing Subsidiary”), Tesoro Logistics LP, a Delaware limited partnership (“TLLP”), Tesoro Logistics Finance Corp., a Delaware corporation (together with TLLP, the “Issuers”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

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CREDIT AGREEMENT Dated as of December 2, 2014 among QEP MIDSTREAM PARTNERS, LP, as the Borrower and QEP FIELD SERVICES, LLC, as the Lender
Credit Agreement • December 8th, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas) • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of December 2, 2014, among QEP MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Borrower”) and QEP FIELD SERVICES, LLC, a Delaware limited liability company (the “Lender”).

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INTERCOMPANY INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT
Intercompany Indemnity, Subrogation and Contribution Agreement • December 8th, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas) • New York

SUPPLEMENT NO. [ ] dated as of [ ], to the Intercompany Indemnity, Subrogation and Contribution Agreement dated as of December 2, 2014 (as the same may be amended, supplemented or otherwise modified from time to time, the “Indemnity, Subrogation and Contribution Agreement”), among TESORO LOGISTICS LP, a Delaware limited partnership (the “Company”), and each Subsidiary of the Company listed on Schedule I thereto (the “QEPM Subsidiary Guarantors”).

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OMNIBUS AGREEMENT among TESORO CORPORATION, TESORO REFINING AND MARKETING COMPANY, TESORO COMPANIES, INC., TESORO ALASKA COMPANY, TESORO LOGISTICS LP, and TESORO LOGISTICS GP, LLC
Omnibus Agreement • April 29th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas)

This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) among Tesoro Corporation, a Delaware corporation (“Tesoro”), on behalf of itself and the other Tesoro Entities (as defined herein), Tesoro Refining and Marketing Company, a Delaware corporation (“Tesoro Refining and Marketing”), Tesoro Companies, Inc., a Delaware corporation (“Tesoro Companies”), Tesoro Alaska Company, a Delaware company (“Tesoro Alaska”), Tesoro Logistics LP, a Delaware limited partnership (the “Partnership”), and Tesoro Logistics GP, LLC, a Delaware limited liability company (the “General Partner”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

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