SECOND AMENDED AND RESTATED OMNIBUS AGREEMENTOmnibus Agreement • November 15th, 2012 • Tesoro Logistics Lp • Pipe lines (no natural gas)
This SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT (the “Agreement”) is entered into on, and effective as of, November 15, 2012, 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.”
AND THROUGHPUT AGREEMENTTrack Use and Throughput Agreement • November 15th, 2012 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This ANACORTES TRACK USE AND THROUGHPUT AGREEMENT (this “Agreement”) is 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 (“TLO”), and for purposes of Section 23 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.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • November 15th, 2012 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
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.”
RIGHT OF FIRST REFUSAL, OPTION AGREEMENT AND AGREEMENT OF PURCHASE AND SALERight of First Refusal, Option Agreement and Agreement of Purchase and Sale • November 15th, 2012 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Washington
THIS RIGHT OF FIRST REFUSAL, OPTION AGREEMENT AND AGREEMENT OF PURCHASE AND SALE (“Agreement”) is made and entered into this 15th day of November 2012, by and between TESORO LOGISTICS OPERATIONS LLC, a Delaware limited liability company (“TLO”), and TESORO REFINING AND MARKETING COMPANY, a Delaware corporation (“TRMC”).
GROUND LEASE BETWEEN TESORO REFINING AND MARKETING COMPANY, AS LANDLORD, AND TESORO LOGISTICS OPERATIONS LLC, AS TENANT Anacortes Rail FacilityGround Lease • November 15th, 2012 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Washington
COVER PAGE FOR AMENDMENT AND RESTATEMENT OF SCHEDULES TO AMENDED AND RESTATED OPERATIONAL SERVICES AGREEMENTOperational Services Agreement • November 15th, 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.
AMENDMENT NO. 3 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TESORO LOGISTICS GP, LLCLimited Liability Company Agreement • November 15th, 2012 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Delaware
THIS AMENDMENT NO. 3 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TESORO LOGISTICS GP, LLC (the “Amendment No. 3”), 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 15th day of November 2012 (the “Effective Date”).
