SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TESORO LOGISTICS GP, LLC A Delaware Limited Liability Company Dated as of July 1, 2014Limited Liability Company Agreement • July 1st, 2014 • 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.
SECONDMENT AND LOGISTICS SERVICES AGREEMENTSecondment and Logistics Services Agreement • July 1st, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
THIS SECONDMENT AND LOGISTICS SERVICES AGREEMENT (this “Agreement”), dated as of July 1, 2014, is made and entered into by and among Tesoro Companies, Inc., a Delaware corporation (“TCI”), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“TRMC”), Tesoro Alaska Company LLC, a Delaware limited liability company (“TAC” 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”), Tesoro Logistics Pipelines LLC, a Delaware limited liability company (“TLP”), Tesoro High Plains Pipeline Company LLC, a Delaware limited liability company (“THPPC”), Tesoro Logistics Northwest Pipeline LLC, a Delaware limited liability company (“TLNP”), and Tesoro Alaska Pipeline Company LLC, a Delaware limited liability company (“TAPC” and together with the General Partner, TLO, TLP, THPPC and TLNP, the “Logistics Group”). Ea
THIRD AMENDED AND RESTATED OMNIBUS AGREEMENTContribution Agreement • July 1st, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas)
This THIRD AMENDED AND RESTATED OMNIBUS AGREEMENT (the “Agreement”) is entered into on, and effective as of, July 1, 2014, among Tesoro Corporation, a Delaware corporation (“Tesoro”), on behalf of itself and the other Tesoro Entities (as defined herein), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company and formerly known as Tesoro Refining and Marketing Company (“TRMC”), Tesoro Companies, Inc., a Delaware corporation (“Tesoro Companies”), Tesoro Alaska Company LLC, a Delaware limited liability company and formerly known as Tesoro Alaska 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.”
STORAGE SERVICES AGREEMENT - ANACORTESStorage Services Agreement - Anacortes • July 1st, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This Storage Services Agreement – Anacortes (the “Agreement”) is executed as of July 1, 2014, and dated effective as of the Commencement Date (as defined below), by and between Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“Customer”), 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”).
TERMINALLING SERVICES AGREEMENT – MARTINEZTerminalling Services Agreement – Martinez • 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”).
TERMINALLING SERVICES AGREEMENT – ANACORTESTerminalling Services Agreement – Anacortes • July 1st, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This Terminalling Services Agreement – Anacortes (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”).
AMENDMENT NO. 1 TO ANACORTES TRACK USE AND THROUGHPUT AGREEMENTAnd Throughput Agreement • July 1st, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas)
This Amendment No. 1 to the Anacortes Track Use and Throughput Agreement (the “Amendment No. 1”), dated and effective as of July 1, 2014, is by and among Tesoro Refining & Marketing Company LLC, a Delaware limited liability company and formerly known as Tesoro Refining and Marketing Company (“TRMC”), and Tesoro Logistics Operations LLC, a Delaware limited liability company (the “Operating Company”) The above-named entities are sometimes referred to in this Amendment No. 1 individually as a “Party” and collectively as the “Parties.”
TERMINALLING SERVICES AGREEMENT – NIKISKITerminalling Services Agreement – Nikiski • July 1st, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This Terminalling Services Agreement – Nikiski (the “Agreement”) is dated as of July 1, 2014, by and between Tesoro Alaska 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”).
MARTINEZ LICENSE AGREEMENTMartinez License Agreement • July 1st, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas)
THIS MARTINEZ LICENSE AGREEMENT (“Agreement”) is made as of July 1, 2014, by and between Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“Licensor”), and Tesoro Logistics Operations LLC, a Delaware limited liability company (“Licensee”). The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
MARTINEZ RIGHTS AGREEMENTMartinez Rights Agreement • July 1st, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This Martinez Rights Agreement (this “Agreement”), dated as of July 1, 2014 (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.”
GROUND LEASE BETWEEN TESORO REFINING & MARKETING COMPANY LLC, AS LANDLORD, AND TESORO LOGISTICS OPERATIONS LLC, AS TENANT Anacortes Marine Crude Storage FacilityGround Lease • July 1st, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Washington
TERMINATION AGREEMENTTermination Agreement • July 1st, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This Termination Agreement (this “Agreement”), is entered into as of July 1, 2014 by and among Tesoro Refining & Marketing Company LLC, a Delaware limited liability company and formerly known as Tesoro Refining and Marketing Company (“TRMC”), Tesoro Alaska Company LLC, a Delaware limited liability company and formerly known as Tesoro Alaska Company (“TAC”), Tesoro Companies, Inc., a Delaware corporation (“TCI”), Tesoro Logistics GP, LLC, a Delaware limited liability company (“TLGP”), Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”) and Tesoro High Plains Pipeline Company LLC, a Delaware limited liability company (“THPPC”). The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO GROUND LEASEGround Lease • July 1st, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Washington
NOW, THEREFORE, in consideration of the mutual terms, conditions, covenants and promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TLO and TRMC hereby agree as follows:
