0000950123-11-032228 Sample Contracts

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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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 4th, 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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FORM OF 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 4th, 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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FORM OF SALT LAKE CITY STORAGE AND TRANSPORTATION SERVICES AGREEMENT
Storage and Transportation Services Agreement • April 4th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas

This Salt Lake City Storage and Transportation Services Agreement (the “Agreement”) is dated as of ________ ___, 2011, by and between Tesoro Refining and Marketing Company, a Delaware corporation (“TRMC”) and Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”).

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FORM OF MASTER TERMINALLING SERVICES AGREEMENT
Master Terminalling Services Agreement • April 4th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas

This Master Terminalling Services Agreement (the “Agreement”) is dated as of __________ ___, 2011, by and among Tesoro Refining and Marketing Company, a Delaware corporation (“TRMC”), Tesoro Alaska Company, a Delaware corporation (“TAK” and, together with TRMC, “Tesoro”) and Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”).

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FORM OF TRANSPORTATION SERVICES AGREEMENT (SLC Short Haul Pipelines)
Transportation Services Agreement • April 4th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas

This TRANSPORTATION SERVICES AGREEMENT (this “Agreement”) is dated as of ______ __, 2011, by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”) and Tesoro Refining and Marketing Company, a Delaware corporation (“TRMC”), each individually a “Party” and collectively referred to as “Parties.”

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TESORO LOGISTICS LP [ ] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • April 4th, 2011 • 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 Corporation., Tesoro Logistics GP, LLC, Tesoro Logistics LP (the “Partnership”), Tesoro Refining and Marketing Company, Tesoro Alaska Company and you as Representatives (the “Representatives”) 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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FORM OF OPERATIONAL SERVICES AGREEMENT
Operational Services Agreement • April 4th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas

THIS OPERATIONAL SERVICES AGREEMENT (this “Agreement”), dated as of _______ __, 2011, is made and entered into by and among Tesoro Companies Inc. (“TCI”), Tesoro Refining and Marketing Company, a Delaware corporation (“TRMC”), Tesoro Alaska Company, a Delaware corporation (“TAK” and, together with TCI and TRMC, the “Tesoro Group”), Tesoro Logistics GP, LLC, a Delaware limited liability company (the “General Partner”), Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”) and Tesoro High Plains Pipeline Company LLC, a Delaware limited liability company (“THPPC” and together with the General Partner and TLO, the “Logistics Group”). Each of TRMC, TAK, the General Partner, TLO and THPPC is referred to herein as a “Party” and collectively as the “Parties.”

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FORM OF TRANSPORTATION SERVICES AGREEMENT (High Plains Pipeline System)
Transportation Services Agreement • April 4th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas

This TRANSPORTATION SERVICES AGREEMENT (this “Agreement”) is dated as of ______ __, 2011, by and between Tesoro High Plains Pipeline Company LLC, a Delaware limited liability company (“THPP”) and Tesoro Refining and Marketing Company, a Delaware corporation (“TRMC”), collectively referred to as “Parties.”

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FORM OF TRUCKING TRANSPORTATION SERVICES AGREEMENT
Trucking Transportation Services Agreement • April 4th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas

This TRUCKING TRANSPORTATION SERVICES AGREEMENT (this “Agreement”) is dated as of __________ ___, 2011, by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”), and Tesoro Refining and Marketing Company, a Delaware corporation (“TRMC”), collectively referred to as “Parties,” and each individually, as a “Party”.

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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 G. Scott Spendlove (“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 1, 2010 (the “Effective Date”) by and between Tesoro Corporation (the “Company”), and Gregory J. Goff (“Executive”);

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FORM OF TESORO LOGISTICS LP 2011 LONG-TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • April 4th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Delaware

Pursuant to this Phantom Unit Agreement, dated as of [_______], 2011 (the “Agreement”), Tesoro Logistics GP, LLC (the “Company”), as the general partner of Tesoro 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 Tesoro Logistics LP 2011 Long-Term Incentive Plan (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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FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TESORO LOGISTICS GP, LLC A Delaware Limited Liability Company Dated as of
Limited Liability Company Agreement • April 4th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tesoro Logistics GP, LLC (the “Company”), dated as of [ l ], 2011, is adopted, executed and agreed to by Tesoro Corporation, a Delaware corporation (“Tesoro”), as the sole member of the Company.

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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 Ralph J. Grimmer (“Employee”), and supersedes and replaces any other previously dated Management Stability Agreement.

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FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and among TESORO LOGISTICS LP TESORO LOGISTICS GP, LLC TESORO LOGISTICS OPERATIONS LLC TESORO CORPORATION TESORO ALASKA COMPANY TESORO REFINING AND MARKETING COMPANY and TESORO HIGH PLAINS...
Contribution, Conveyance and Assumption Agreement • April 4th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas

This Contribution, Conveyance and Assumption Agreement, dated as of [•], 2011 (this “Agreement”), 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”), Tesoro Alaska Company, a Delaware corporation (“Tesoro Alaska”), Tesoro Refining and Marketing Company, a Delaware corporation (“TRMC”), and Tesoro High Plains Pipeline Company LLC, a Delaware limited liability company (“High Plains”). The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.

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