CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • November 12th, 2015 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This Contribution, Conveyance and Assumption Agreement (this “Agreement”), dated effective as of November 12, 2015 (the “Effective 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 SoCal Pipeline Company LLC, a Delaware limited liability company (“TSPC”), Tesoro Corporation, a Delaware corporation (“Tesoro”), 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 II STORAGE SERVICES AGREEMENTCarson Ii • November 12th, 2015 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This Carson II Storage Services Agreement (the “Agreement”) is 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 25(a) only, Tesoro Logistics GP, LLC, a Delaware limited liability company (the “General Partner”), and Tesoro Logistics LP, a Delaware limited partnership (the “Partnership”).
AMENDMENT NO. 1 TO TRANSPORTATION SERVICES AGREEMENTTransportation Services Agreement • November 12th, 2015 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This AMENDMENT NO. 1 (this “Amendment”) is effective as of November 12, 2015 (the “Effective Date”), by and between Tesoro SoCal Pipeline Company LLC, a Delaware limited liability company (“TSPC”) and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“TRMC”), each individually a “Party” and collectively referred to as “Parties.”
LICENSE AGREEMENTLicense Agreement • November 12th, 2015 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This License Agreement (this “Agreement”) is effective as of November 12, 2015 (“Effective Date”), by and between Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“TRMC”), and Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”).
AMENDMENT NO. 1 TO TRANCHE 2 CONTRIBUTION AGREEMENTTranche 2 Contribution Agreement • November 12th, 2015 • Tesoro Logistics Lp • Pipe lines (no natural gas)
This Amendment No. 1 to the Tranche 2 Contribution Agreement (the “Amendment No. 1”), effective as of November 12, 2015, is by and among 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”), 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 Amendment No. 1 individually as a “Party” and collectively as the “Parties.” Capitalized terms used in this Amendment but not defined herein shall have the same meanings as set forth in the Tranche 2 Contribution Agreement.
FIRST AMENDED AND RESTATED SCHEDULES TO THIRD AMENDED AND RESTATED OMNIBUS AGREEMENTOmnibus Agreement • November 12th, 2015 • Tesoro Logistics Lp • Pipe lines (no natural gas)
A Third Amended and Restated Omnibus Agreement was executed as of July 1, 2014, and amended as of December 31, 2014 and July 1, 2015 (collectively, the “Third Amended and Restated Omnibus Agreement”), among Tesoro Corporation, on behalf of itself and the other Tesoro Entities, Tesoro Refining & Marketing Company LLC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, Tesoro Logistics LP and Tesoro Logistics GP, LLC. Capitalized terms not otherwise defined in this document shall have the terms set forth in the Third Amended and Restated Omnibus Agreement.
AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TESORO LOGISTICS GP, LLCTesoro Logistics Lp • November 12th, 2015 • Pipe lines (no natural gas) • Delaware
THIS AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TESORO LOGISTICS GP, LLC (the “Amendment No. 2”), is made and entered into by and among Tesoro Logistics GP, LLC a Delaware limited liability company (the “General Partner”), Tesoro Corporation, a Delaware corporation (“Tesoro”), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company, formerly known as Tesoro Refining and Marketing Company (“TRMC”), and Tesoro Alaska Company LLC, a Delaware limited liability company, formerly known as Tesoro Alaska Company (“TAC”), effective as of the 12th day of November, 2015 (the “Effective Date”).
