AMENDED AND RESTATED MASTER TERMINALLING SERVICES AGREEMENT – SOUTHERN CALIFORNIAMaster Terminalling Services Agreement • December 9th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This Amended and Restated Master Terminalling Services Agreement – Southern California (the “Agreement”) is dated as of December 6, 2013, 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 34(a) only, Tesoro Logistics GP, LLC, a Delaware limited liability company (“General Partner”), and Tesoro Logistics LP, a Delaware limited partnership (“Partnership”).
AMENDMENT NO. 1 TO TRANCHE 1 CONTRIBUTION AGREEMENTTranche 1 Contribution Agreement • December 9th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas)
This Amendment No. 1 to the Tranche 1 Contribution Agreement (the “Amendment No. 1”), dated and effective as of December 6, 2013, 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 Amendment No. 1 individually as a “Party” and collectively as the “Parties.”
TRANSPORTATION SERVICES AGREEMENT (SoCal Pipelines)Transportation Services Agreement • December 9th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This TRANSPORTATION SERVICES AGREEMENT (this “Agreement”) is dated as of December 6, 2013, by and between Tesoro SoCal Pipeline Company LLC, a Delaware limited liability company (“TSPC”), on the one hand, and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“TRMC”) on the other hand, each individually a “Party” and collectively referred to as “Parties.”
AMENDED AND RESTATED LONG BEACH BERTH ACCESS, USE AND THROUGHPUT AGREEMENTLong Beach Berth Access, Use and Throughput Agreement • December 9th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This AMENDED AND RESTATED LONG BEACH BERTH ACCESS, USE AND THROUGHPUT AGREEMENT (the “Agreement”) is executed as of December 6, 2013 (the “Execution Date”), and dated effective as of the first Commencement Date to occur (the “Effective Date”), by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (“Operator”), and for purposes of Section 22(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 & Marketing Company LLC, a Delaware limited liability company (“Customer”), on the other hand.
TERMINALS 2 AND 3 GROUND LEASE RIGHTS AGREEMENTGround Lease Rights Agreement • December 9th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This Terminals 2 and 3 Ground Lease Rights Agreement (this “Agreement”), dated as of December 6, 2013 (the “Effective Date”), is by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (the “Operating Company”), and for purposes of Section 3.1 only, Tesoro Logistics GP, LLC, a Delaware limited liability company (the “General Partner”), and Tesoro Logistics LP, a Delaware limited partnership (the “Partnership”), on the one hand and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“TRMC”), on the other hand. The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
BERTH 121 OPERATING AGREEMENTOperating Agreement • December 9th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This BERTH 121 OPERATING AGREEMENT (the “Agreement”) is dated as of December 6, 2013 (the “Execution Date”), by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (“Operator”), and Carson Cogeneration Company, a Delaware corporation (“Carson Cogen”).
AMENDED AND RESTATED REPRESENTATION AND SERVICES AGREEMENT FOR OIL SPILL CONTINGENCY PLANNING, RESPONSE AND REMEDIATIONRepresentation and Services Agreement • December 9th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This Amended and Restated Representation and Services Agreement for Oil Spill Contingency Planning, Response and Remediation (this “Agreement”) is dated this 6th day of December, 2013, by and among Tesoro Companies, Inc. (“TCI”), a Delaware corporation, Tesoro Maritime Company (“TMC”), a Delaware corporation, Tesoro Refining & Marketing Company LLC (“TRMC”), a Delaware limited liability company, Tesoro Alaska Company (“TAC”), a Delaware corporation, Kenai Pipeline Company (“KPL”), a Delaware corporation, Tesoro Alaska Pipeline Company (“TAPL”), a Delaware corporation, Carson Cogeneration Company (“CCC”), a Delaware corporation, Tesoro Logistics Operations LLC (“TLO”), a Delaware limited liability company, Tesoro High Plains Pipeline Company LLC (“THPP”), a Delaware limited liability company, Tesoro Logistics Pipelines LLC (“TLP”), and Tesoro Logistics Northwest Pipeline LLC (“TLNP”), a Delaware limited liability company, each of whom is a “Party” and collectively are the “Parties” to t
AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED OMNIBUS AGREEMENTOmnibus Agreement • December 9th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas)
THIS AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT (the “Amendment No. 2”), is entered into on, and effective as of December 6, 2013, among Tesoro Corporation, a Delaware corporation (“Tesoro”), on behalf of itself and the other Tesoro Entities (as defined in the Second Omnibus Agreement, as defined below), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company and successor by conversion of Tesoro Refining and Marketing Company, Tesoro Companies, Inc., a Delaware corporation, Tesoro Alaska Company, a Delaware corporation, Tesoro Logistics LP, a Delaware limited partnership (the “Partnership”), and Tesoro Logistics GP, LLC, a Delaware limited liability company. The above-named entities are sometimes referred to in this Amendment No. 2 as “Party” and collectively as the “Parties”.
LONG BEACH STORAGE SERVICES AGREEMENTStorage Services Agreement • December 9th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This Long Beach Storage Services Agreement (the “Agreement”) is executed as of December 6, 2013, and dated 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 24(a) only, Tesoro Logistics GP, LLC, a Delaware limited liability company (the “General Partner”), and Tesoro Logistics LP, a Delaware limited partnership (the “Partnership”).
TERMINALS 2 AND 3 OPERATING AGREEMENTOperating Agreement • December 9th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This TERMINALS 2 AND 3 OPERATING AGREEMENT (the “Agreement”) is dated as of December 6, 2013 (the “Execution Date”), by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (“Operator”), and for purposes of Section 14 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 & Marketing Company LLC, a Delaware limited liability company (“TRMC”), on the other hand.
LONG BEACH BERTH THROUGHPUT AGREEMENTLong Beach Berth Throughput Agreement • December 9th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This LONG BEACH BERTH THROUGHPUT AGREEMENT (the “Agreement”) is executed as of December 6, 2013 (the “Execution Date”), by and among Tesoro Logistics Operations LLC, a Delaware limited liability company (“Operator”), and for purposes of Section 11(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 & Marketing Company LLC, a Delaware limited liability company (“Customer”), and Carson Cogeneration Company, a Delaware corporation (“Carson Cogen”), on the other hand.
CARSON ASSETS INDEMNITY AGREEMENTIndemnification & Liability • December 9th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This Carson Assets Indemnity Agreement (this “Agreement”), dated as of December 6, 2013 (the “Execution 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.”
PIPELINE THROUGHPUT AGREEMENT Pipelines from Port of Long Beach Berths 84A & 86 to Wilmington Refinery UnitsPipeline Throughput Agreement • December 9th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This PIPELINE THROUGHPUT AGREEMENT (the “Agreement”) is executed as of December 6, 2013 (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”), on the one hand, and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“Customer”), on the other hand.
COVER PAGE FOR AMENDMENT AND RESTATEMENT OF SCHEDULES TO AMENDED AND RESTATED OPERATIONAL SERVICES AGREEMENTOperational Services Agreement • December 9th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas)
An Amended and Restated Operational Services Agreement was executed as of April 1, 2012 (the “Agreement”), among Tesoro Companies, Inc., Tesoro Refining & Marketing Company LLC (or its predecessor entity), 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 Agreement; provided, however, that the term “TRMC” shall refer to Tesoro Refining & Marketing Company LLC, as successor by conversion of Tesoro Refining and Marketing Company.
TERMINAL 2 SUBLEASE RIGHTS AGREEMENTTerminal 2 Sublease Rights Agreement • December 9th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This Terminal 2 Sublease Rights Agreement (this “Agreement”), dated as of December 6, 2013 (the “Effective Date”), is by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (the “Operating Company”), and for purposes of Section 3.1 only, Tesoro Logistics GP, LLC, a Delaware limited liability company (the “General Partner”), and Tesoro Logistics LP, a Delaware limited partnership (the “Partnership”), on the one hand and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“TRMC”), on the other hand. The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 5 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TESORO LOGISTICS GP, LLCLimited Liability Company Agreement • December 9th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Delaware
THIS AMENDMENT NO. 5 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TESORO LOGISTICS GP, LLC (the “Amendment No. 5”), is made and entered into by and between Tesoro Corporation, a Delaware corporation (“Tesoro”), and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company, formerly known as Tesoro Refining and Marketing Company (“TRMC”), effective as of this 6th day of December, 2013 (the “Effective Date”).
BERTH 121 SUBLEASE RIGHTS AGREEMENTBerth 121 Sublease Rights Agreement • December 9th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This Berth 121 Sublease Rights Agreement (this “Agreement”), dated as of December 6, 2013 (the “Effective Date”), is by and between Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“TRMC”), and Carson Cogeneration Company, a Delaware corporation (“Carson Cogen”). The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
CARSON COKE HANDLING SERVICES AGREEMENTHandling Services Agreement • December 9th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This Carson Coke Handling Services Agreement (the “Agreement”) is dated as of December 6, 2013, 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 27(a) only, Tesoro Logistics GP, LLC, a Delaware limited liability company (“General Partner”), and Tesoro Logistics LP, a Delaware limited partnership (“Partnership”).
AMENDMENT AND RESTATEMENT OF SCHEDULES TO SECOND AMENDED AND RESTATED OMNIBUS AGREEMENTSecond Amended and Restated Omnibus Agreement • December 9th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas)
A Second Amended and Restated Omnibus Agreement was executed as of November 15, 2012, and amended as of June 1, 2013 and as of December 6, 2013 (collectively, the “Second Amended and Restated Omnibus Agreement”), among Tesoro Corporation, on behalf of itself and the other Tesoro Entities, Tesoro Refining & Marketing Company LLC (or its predecessor entity), 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 Second Amended and Restated Omnibus Agreement.
LEASE AGREEMENT BETWEEN TESORO LOGISTICS OPERATIONS LLC AS LANDLORD AND TESORO REFINING & MARKETING COMPANY LLC AS TENANTLease Agreement • December 9th, 2013 • Tesoro Logistics Lp • Pipe lines (no natural gas) • California
This Lease Agreement (the “Lease”) is entered into as of December 6, 2013, between Tesoro Logistics Operations LLC, a Delaware limited liability company (“Landlord”), and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“Tenant”). Landlord and Tenant may be referred to in this Lease individually as a “Party” and collectively as the “Parties.”
