REGISTRATION RIGHTS AGREEMENT Dated as of September 14, 2012 Among TESORO LOGISTICS LP, TESORO LOGISTICS FINANCE CORP., THE GUARANTORS LISTED ON SCHEDULE I HERETO and WELLS FARGO SECURITIES, LLC As Representative for the Initial PurchasersRegistration Rights Agreement • September 17th, 2012 • Tesoro Logistics Lp • Pipe lines (no natural gas) • New York
This Registration Rights Agreement (this “Agreement”) is dated as of September 14, 2012, among TESORO LOGISTICS LP, a limited partnership organized under the laws of Delaware (the “Partnership”), TESORO LOGISTICS FINANCE CORP., a corporation organized under the laws of Delaware (together with the Partnership, the “Issuers”), the guarantors of the Senior Notes (as defined below) listed on Schedule I hereto (the “Guarantors”) and WELLS FARGO SECURITIES, LLC, as the representative (the “Representative”) of the several initial purchasers (the “Initial Purchasers”) named on Schedule I to the Purchase Agreement (as defined below).
TESORO LOGISTICS LP TESORO LOGISTICS FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 5.875% SENIOR NOTES DUE 2020 INDENTURE Dated as of September 14, 2012 U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • September 17th, 2012 • Tesoro Logistics Lp • Pipe lines (no natural gas) • New York
INDENTURE dated as of September 14, 2012 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.
AMENDMENT NO. 1 TO AMENDED AND RESTATED OMNIBUS AGREEMENTOmnibus Agreement • September 17th, 2012 • Tesoro Logistics Lp • Pipe lines (no natural gas)
This AMENDMENT NO. 1 TO AMENDED AND RESTATED OMNIBUS AGREEMENT (the “Agreement”) is entered into on, and effective as of, September 14, 2012, among Tesoro Corporation, a Delaware corporation, on behalf of itself and the other Tesoro Entities (as defined in the Original Agreement, as defined below), Tesoro Refining and Marketing Company, a Delaware corporation (“Tesoro Refining and Marketing”), Tesoro Companies, Inc., a Delaware corporation, Tesoro Alaska Company, a Delaware company, 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.”
TRANSPORTATION SERVICES AGREEMENT (LAR Short Haul Pipelines)Transportation Services Agreement • September 17th, 2012 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This TRANSPORTATION SERVICES AGREEMENT (this “Agreement”) is executed as of September 14, 2012 (the “Execution Date”), and dated effective as of the Commencement Date (as defined in Section 3 below), by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”), and for purposes of Section 17(a) only, Tesoro Logistics GP, LLC, a Delaware limited liability company (“General Partner”) and Tesoro Logistics LP, a Delaware limited partnership (“Partnership”), on the one hand, and Tesoro Refining and Marketing Company, a Delaware corporation (“TRMC”), on the other hand, each individually a “Party” and collectively referred to as “Parties.”
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • September 17th, 2012 • Tesoro Logistics Lp • Pipe lines (no natural gas) • New York
This Contribution, Conveyance and Assumption Agreement (this “Agreement”), dated as of the Execution Date (as defined below), 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 and Marketing Company, a Delaware corporation (“TRMC”). The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
COVER PAGE FOR AMENDMENT AND RESTATEMENT OF SCHEDULES TO AMENDED AND RESTATED OMNIBUS AGREEMENTOmnibus Agreement • September 17th, 2012 • Tesoro Logistics Lp • Pipe lines (no natural gas)
An Amended and Restated Omnibus Agreement was executed as of April 1, 2012, as amended by Amendment No. 1 to Amended and Restated Omnibus Agreement executed as of the date hereof (together, the “Amended and Restated Omnibus Agreement”), among Tesoro Corporation, on behalf of itself and the other Tesoro Entities, Tesoro Refining and Marketing Company, Tesoro Companies, Inc., Tesoro Alaska Company, Tesoro Logistics LP and Tesoro Logistics GP, LLC. Capitalized terms not otherwise defined in this document shall have the terms set forth in the Amended and Restated Omnibus Agreement.
LONG BEACH OPERATING AGREEMENTLong Beach • September 17th, 2012 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This LONG BEACH OPERATING AGREEMENT (the “Agreement”) is dated as of September 14, 2012 (the “Execution Date”), by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (“Operator”), and for purposes of Section 13 only, Tesoro Logistics GP, LLC, a Delaware limited liability company (“General Partner) and Tesoro Logistics LP, a Delaware limited partnership (“Partnership”), on the one hand, and Tesoro Refining and Marketing Company, a Delaware corporation (“TRMC”), on the other hand.
LONG BEACH BERTH ACCESS, USE AND THROUGHPUT AGREEMENTAccess Agreement • September 17th, 2012 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This LONG BEACH BERTH ACCESS, USE AND THROUGHPUT AGREEMENT (the “Agreement”) is executed as of September 14, 2012 (the “Execution Date”), and dated effective as of the Commencement Date (as defined below in Section 3), by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (“Operator”), and for purposes of Section 22 only, Tesoro Logistics GP, LLC, a Delaware limited liability company (“General Partner”) and Tesoro Logistics LP, a Delaware limited partnership (“Partnership”), on the one hand, and Tesoro Refining and Marketing Company, a Delaware corporation (“Customer”), on the other hand.
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TESORO LOGISTICS GP, LLCTesoro Logistics Lp • September 17th, 2012 • Pipe lines (no natural gas) • Delaware
THIS AMENDMENT NO. 2 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TESORO LOGISTICS GP, LLC (the “Amendment No. 2”), is made and entered into by and between Tesoro Corporation, a Delaware corporation (“Tesoro”), and Tesoro Refining and Marketing Company, a Delaware corporation (“TRMC”), effective as of this 14th day of September 2012 (the “Effective Date”).
COVER PAGE FOR AMENDMENT AND RESTATEMENT OF SCHEDULES TO AMENDED AND RESTATED OPERATIONAL SERVICES AGREEMENTOperational Services Agreement • September 17th, 2012 • Tesoro Logistics Lp • Pipe lines (no natural gas)
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.
