SUPPORT AGREEMENTSupport Agreement • August 22nd, 2017 • Andeavor Logistics Lp • Pipe lines (no natural gas) • Delaware
THIS SUPPORT AGREEMENT, dated as of August 13, 2017 (this “Agreement”), is entered into by and among Andeavor Logistics LP, a Delaware limited partnership (“TMLP”), Western Refining Logistics, LP, a Delaware limited partnership (“WMLP”), St. Paul Park Refining Co. LLC, a Delaware limited liability company (“SPP”), and Western Refining Southwest, Inc., an Arizona corporation (“WRS”, and together with SPP, each a “Unitholder” and collectively the “Unitholders”, and each of the Unitholders, WMLP and TMLP, each a “party” and collectively the “parties”).
FIRM / AFFILIATE OFFICES [ 🌑 ], 2017 Barcelona Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Moscow Munich New York Orange County Paris Riyadh Rome San Diego San Francisco...Agreement and Plan of Merger • August 22nd, 2017 • Andeavor Logistics Lp • Pipe lines (no natural gas)
We have acted as special tax counsel to Andeavor Logistics LP, a Delaware limited partnership (“ALLP”), in connection with (i) (a) the proposed merger (the “Merger”) of WNRL Merger Sub LLC (“LP Merger Sub”), a Delaware limited liability company and a direct, wholly-owned subsidiary of ALLP, with and into Western Refining Logistics, LP, a Delaware limited partnership (“WNRL”), with WNRL surviving the Merger as an indirect, wholly-owned subsidiary of ALLP; and (b) the proposed merger (the “GP Merger” and, together with the Merger, the “Transactions”) of WNRL GP Merger Sub LLC (“GP Merger Sub”), a Delaware limited liability company and a direct, wholly-owned subsidiary of ALLP, with and into Western Refining Logistics GP, LLC, a Delaware limited liability company (“WNRL GP”), with WNRL GP surviving the Merger as a direct, wholly owned subsidiary of ALLP, as contemplated by the Agreement and Plan of Merger, dated as of August 13, 2017, among ALLP, Tesoro Logistics GP, LLC, WNRL, WNRL GP, L
