0001507615-15-000015 Sample Contracts

AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED OMNIBUS AGREEMENT
Omnibus Agreement • February 24th, 2015 • Tesoro Logistics Lp • Pipe lines (no natural gas)

THIS AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED OMNIBUS AGREEMENT (the “Amendment No. 1”), is entered into and executed on February 20, 2015, and effective as of December 31, 2014 (the “Amendment No. 1 Effective Date”), among Tesoro Corporation, a Delaware corporation (“Tesoro”), on behalf of itself and the other Tesoro Entities (as defined in the Third Omnibus Agreement, defined below), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“TRMC”), Tesoro Companies, Inc., a Delaware corporation, Tesoro Alaska Company LLC, a Delaware limited liability (“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 Amendment No. 1 as “Party” and collectively as the “Parties”.

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THIRD SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 24th, 2015 • Tesoro Logistics Lp • Pipe lines (no natural gas) • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 8, 2015, among Tesoro Logistics LP, a Delaware limited partnership (“TLLP”), Tesoro Logistics Finance Corp., a Delaware corporation (together with TLLP, the “Issuers”), the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

QEPM OMNIBUS SIDE AGREEMENT
Omnibus Side Agreement • February 24th, 2015 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas

This QEPM Omnibus Side Agreement (this "Agreement") is dated as of February 11, 2015, by and among Tesoro Logistics GP, LLC, a Delaware limited liability company ("TLGP") and Tesoro Logistics LP, a Delaware limited partnership ("TLLP"). TLGP and TLLP are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

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