COVER PAGE FOR AMENDMENT AND RESTATEMENT OF SCHEDULES TO AMENDED AND RESTATED OPERATIONAL SERVICES AGREEMENT

Exhibit 10.3

COVER PAGE FOR
AMENDMENT AND RESTATEMENT OF SCHEDULES
TO AMENDED AND RESTATED OPERATIONAL SERVICES AGREEMENT

An Amended and Restated Operational Services Agreement was executed as of April 1, 2012 (the “Amended and Restated Operational Services Agreement”), among Tesoro Companies, Inc., Tesoro Refining and Marketing Company, Tesoro Alaska Company, Tesoro Logistics GP, LLC, Tesoro Logistics Operations LLC and Tesoro High Plains Pipeline Company LLC. Capitalized terms not otherwise defined in this document shall have the terms set forth in the Amended and Restated Operational Services Agreement.

The Parties agree that the Schedules are hereby amended and restated in their entirety as of the date hereof to be as attached hereto. Pursuant to Section 14(h) of the Amended and Restated Operational Services Agreement, such amended and restated Schedules shall replace the prior Schedules as of the date hereof and shall be incorporated by reference into the Omnibus Agreement for all purposes.

Executed as of November 15, 2012.

TESORO COMPANIES, INC.			TESORO LOGISTICS GP, LLC
By:	/s/ Xxxxxx X. Xxxxxxx		By:	/s/ Xxxxxxx X. Xxxxxxxx
	Xxxxxx X. Xxxxxxx			Xxxxxxx X. Xxxxxxxx
	Executive Vice President, Operations			President
TESORO REFINING AND MARKETING COMPANY			TESORO LOGISTICS OPERATIONS LLC
			By:	TESORO LOGISTICS LP,
By:	/s/ Xxxxxx X. Xxxxxxx			its sole member
	Xxxxxx X. Xxxxxxx
	Executive Vice President, Operations		By:	TESORO LOGISTICS GP, LLC,
				its general partner
			By:	/s/ Xxxxxxx X. Xxxxxxxx
				Xxxxxxx X. Xxxxxxxx
				President

TESORO ALASKA COMPANY			TESORO HIGH PLAINS PIPELINE COMPANY LLC
By:	/s/ Xxxxxx X. Xxxxxxx
	Xxxxxx X. Romasko Executive Vice President, Operations		By:	TESORO LOGISTICS OPERATIONS LLC,
				its sole member
			By:	TESORO LOGISTICS LP,
				its sole member
			By:	TESORO LOGISTICS GP, LLC,
				its general partner
			By:	/s/ Xxxxxxx X. Xxxxxxxx
				Xxxxxxx X. Xxxxxxxx
				President

Schedule A

Contribution Agreements and Applicable Terms

Initial Contribution Agreement

Contribution Agreement	Commencement Date	Facilities
Contribution, Conveyance and Assumption Agreement, dated as April 26, 2011, among the Partnership, the General Partner, Tesoro Logistics Operations LLC, Tesoro, Tesoro Alaska, Tesoro Refining and Marketing, and Tesoro High Plains Pipeline Company LLC	April 26, 0000	Xxxxxx Xxxx, Xxxxx Xxxxxx; Anchorage Terminal, Alaska; Salt Lake City Rack, Utah; Salt Lake City Storage Facility, Utah; Vancouver Terminal, Washington; Boise Terminal, Idaho; Xxxxxx Terminal, Idaho; Stockton Terminal, California; Wilmington Terminal, California; Salt Lake City Pipelines, Utah; and High Plains Pipeline System, North Dakota and Montana.

Amorco Contribution Agreement

Contribution Agreement	Commencement Date	Facilities
Contribution, Conveyance and Assumption Agreement, effective as of April 1, 2012, among the Partnership, the General Partner, Tesoro Logistics Operations LLC, Tesoro and Tesoro Refining and Marketing	April 1, 2012	Amorco Terminal

Schedule A

Contribution Agreements and Applicable Terms
(continued)

Long Beach Contribution Agreement

Contribution Agreement	Commencement Date	Facilities
Contribution, Conveyance and Assumption Agreement, executed as of September 14, 2012, among the Partnership, the General Partner, Tesoro Logistics Operations LLC, Tesoro and Tesoro Refining and Marketing	Upon receipt of the Long Beach Approval, the CDFG Approval and the Other Approvals as set forth in the agreement, as applicable.	Long Beach Terminal and Los Angeles Pipeline System

Anacortes Rail Terminal Contribution Agreement

Contribution Agreement	Commencement Date	Facilities
Contribution, Conveyance and Assumption Agreement, executed as of November 15, 2012, among the Partnership, the General Partner, Tesoro Logistics Operations LLC, Tesoro and Tesoro Refining and Marketing	November 15, 2012	Anacortes Rail Terminal

Schedule B**

**All Schedule B pages have been updated to reflect current amounts charged with CPI increases through the date of this Amendment and Restatement.

Mandan Rack, North Dakota

Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:

Service	Amounts
Communications
Electricity	$31,500
Environmental Compliance Maintenance
Facility Maintenance
Fire and Safety
Natural Gas
Water
Wastewater
Personnel Support – Operations, Supply & Trading, Marketing, Security and Maintenance	$159,000

Schedule B

Anchorage Terminal, Alaska

Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:

Service

Communications

Environmental Compliance Maintenance

Facility Maintenance

Fire and Safety

Schedule B

Salt Lake City Rack, Utah

Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:

Service

Communications

Environmental Compliance Maintenance

Facility Maintenance

Fire and Safety

Plant Air

Steam

Water

Wastewater

Schedule B

Salt Lake City Storage Facility, Utah

Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:

Service	Amounts
Communications
Electricity
Environmental Compliance Maintenance
Facility Maintenance
Fire and Safety
Water
Wastewater
Personnel Support – Maintenance and Operations	The SLC remote tank farm (Tesoro Refining and Marketing) will need to pay $60,000 annually for operational support provided by a General Partner employee.

Schedule B

Vancouver Terminal, Washington

Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:

Service

Communications

Environmental Compliance Maintenance

Facility Maintenance

Fire and Safety

Schedule B

Boise Terminal, Idaho

Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:

Service

Communications

Environmental Compliance Maintenance

Facility Maintenance

Fire and Safety

Schedule B

Burley Terminal, Idaho

Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:

Service

Communications

Environmental Compliance Maintenance

Facility Maintenance

Fire and Safety

Water

Wastewater

Schedule B

Stockton Terminal, California

Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:

Service

Communications

Environmental Compliance Maintenance

Facility Maintenance

Fire and Safety

Wastewater

Schedule B

Wilmington Terminal, California

Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:

Service	Amounts
Communications
Electricity
Environmental Compliance Maintenance
Facility Maintenance
Fire and Safety
Water
Wastewater
Personnel Support	$50,000

Schedule B

Salt Lake City Pipelines, Utah

Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:

Service

Communications

Environmental Compliance Maintenance

Facility Maintenance

Fire and Safety

Water

Wastewater

Schedule B

High Plains Pipeline System, North Dakota and Montana

Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:

Service

Communications

Environmental Compliance Maintenance

Facility Maintenance

Fire and Safety

Schedule B

Amorco Terminal, Suisan Bay, California

Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:

Service	Amounts
Booming	$185,000
Communications
Environmental Compliance Maintenance
Facility Maintenance
Fire and Safety
General Security
Internal Oil Spill Response Drill	$11,000
Personnel Support
Programmable Logic Control and Digital control system
Routine Engineering Support
Routine support and repair of fiber optic line
Security Personnel at site of Wharf and Tankage	$247,000
Software Services
Wastewater Handling
Wharf Support Personnel	$720,000

Schedule B

Long Beach Terminal, Port of Long Beach, California

Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:

Service	Amounts
Communications
Environmental Compliance Maintenance
Facility Maintenance
Fire and Safety
General Security
Personnel Support
Programmable Logic Control and Digital control system
Routine Engineering Support
Routine support and repair of fiber optic line
Software Services
Wastewater Handling
Wharf Support Personnel	$209,000

Note that the following services shall be direct billed to TLO from third parties and shall not be part of this Agreement:

a) Electricity (SoCal Edison);

b) Gas (City of Long Beach);

c) Water (Long Beach Water);

d) Right-of-Way Payments (SoCal Edison); and

e) Outside services (e.g. Environmental and Engineering Consulting) through direct xxxx work orders (as currently described in the Agreement).

Schedule B

Anacortes Rail Facility, Anacortes, Washington

Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:

Service	Amounts
Communications
Environmental Compliance Maintenance
Facility Maintenance
Fire and Safety
General Security
Personnel Support
Programmable Logic Control and Digital control system
Routine Engineering Support
Routine support and repair of fiber optic line
Software Services
Wastewater Handling (Anacortes Refinery)	$30,000
Electricity (PSE)	$275,000*
Water (City of Anacortes, including potable, non-potable and fire water)	$50,000

*This amount is applicable until separate metering is installed pursuant to the ground lease executed in connection with the Contribution, Conveyance and Assumption Agreement related to the Anacortes Rail Facility.

Note that the following services shall be direct billed to TLO from third parties and shall not be part of this Agreement: Outside services (e.g. Environmental and Engineering Consulting) through direct xxxx work orders (as currently described in the Agreement).