Andeavor Sample Contracts

Andeavor – LIMITED LIABILITY COMPANY AGREEMENT OF MAHI LLC (October 1st, 2018)

This Limited Liability Company Agreement (together with the schedules attached hereto, as amended and restated from time to time, this “Agreement”) of Mahi LLC, a Delaware limited liability company (the “Company”), is entered into as of the 27th day of April, 2018, by Marathon Petroleum Corporation, a Delaware corporation as sole member (the “Member”).

Andeavor – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ANDEAVOR (AS OF OCTOBER 1, 2018) (October 1st, 2018)

SEVENTH. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended hereafter to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. Any repeal or modification of this paragraph shall not adversely affect any right of protection of a director of the corporation existing hereunder with respect to any act or omission occurring prior to or at th

Andeavor – ANDEAVOR AMENDED AND RESTATED BYLAWS OCTOBER 1, 2018 (October 1st, 2018)
Andeavor – SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (September 18th, 2018)

This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Second Amendment”), dated as of September 18, 2018, is by and among Andeavor, a Delaware corporation (the “Company”), Marathon Petroleum Corporation, a Delaware corporation (“Parent”), Mahi Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 1”), and Mahi LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub 2”, and together with Merger Sub 1, the “Merger Subs”). The Company, Parent, Merger Sub 1 and Merger Sub 2 are each referred to herein as a “Party” and collectively, the “Parties”.

Andeavor – ANDEAVOR AND as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 13, 2018 to Indenture Dated as of December 22, 2016 4.750% Senior Notes due 2023 5.125% Senior Notes due 2026 (September 14th, 2018)

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 13, 2018, is by and between Andeavor, a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).

Andeavor – ANDEAVOR AND as Trustee SUPPLEMENTAL INDENTURE Dated as of September 13, 2018 to Indenture Dated as of March 18, 2014 5.125% Senior Notes due 2024 (September 14th, 2018)

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 13, 2018, is by and between Andeavor, a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).

Andeavor – ANDEAVOR AND as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of September 13, 2018 to Indenture Dated as of December 21, 2017 3.800% Senior Notes due 2028 4.500% Senior Notes due 2048 (September 14th, 2018)

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 13, 2018, is by and between Andeavor, a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).

Andeavor – ANDEAVOR AND as Trustee SUPPLEMENTAL INDENTURE Dated as of September 13, 2018 to Indenture Dated as of September 27, 2012 5.375% Senior Notes due 2022 (September 14th, 2018)

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 13, 2018, is by and between Andeavor, a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).

Andeavor – AMENDMENT NO. 1 TO KENAI STORAGE SERVICES AGREEMENT (August 7th, 2018)

This Amendment No. 1 to Kenai Storage Services Agreement (this “Amendment”), dated as of April 23, 2018, but effective as of July 1, 2016, is made and entered into by and between Tesoro Alaska Company LLC, a Delaware limited liability company (“TAC”), and Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”). Each signatory hereto is referred to herein as a “Party” and collectively as the “Parties”.

Andeavor – SECOND AMENDED AND RESTATED SCHEDULES TO FOURTH AMENDED AND RESTATED OMNIBUS AGREEMENT (August 7th, 2018)

A Fourth Amended and Restated Omnibus Agreement was executed as of October 30, 2017 (the “Fourth Amended and Restated Omnibus Agreement”), among Andeavor, on behalf of itself and the other Andeavor Entities, Tesoro Refining & Marketing Company LLC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, Andeavor Logistics LP and Tesoro Logistics GP, LLC. Capitalized terms not otherwise defined in this document shall have the terms set forth in the Fourth Amended and Restated Omnibus Agreement.

Andeavor – AMENDMENT NO. 1 TO MARTINEZ STORAGE SERVICES AGREEMENT (August 7th, 2018)

This Amendment No. 1 to Martinez Storage Services Agreement (this “Amendment”), dated as of April 23, 2018, but effective as of November 21, 2016, is made and entered into 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”). Each signatory hereto is referred to herein as a “Party” and collectively as the “Parties”.

Andeavor – AMENDMENT NO. 1 TO AVON MARINE TERMINAL USE AND THROUGHPUT AGREEMENT (August 7th, 2018)

This Amendment No. 1 to Avon Marine Terminal Use and Throughput Agreement (this “Amendment”), dated as of April 23, 2018, but effective as of January 1, 2017, is made and entered into 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”). Each signatory hereto is referred to herein as a “Party” and collectively as the “Parties”.

Andeavor – AMENDMENT NO. 1 TO ALASKA TERMINALLING SERVICES AGREEMENT (August 7th, 2018)

This Amendment No. 1 to Alaska Terminalling Services Agreement (this “Amendment”), dated as of April 23, 2018, but effective as of September 16, 2016, is made and entered into by and among Tesoro Alaska Company LLC, a Delaware limited liability company (“Customer”), Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”), and its wholly owned subsidiary, Tesoro Alaska Terminals, LLC, a Delaware limited liability company (“TAT”). Each signatory hereto is referred to herein as a “Party” and collectively as the “Parties”.

Andeavor – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (August 7th, 2018)

This Contribution, Conveyance and Assumption Agreement (this “Agreement”), effective as of August 6, 2018 (the “Effective Date”), is by and among Andeavor Logistics LP (the “Partnership”), Tesoro Logistics Operations LLC (the “Operating Company”), Tesoro Logistics Pipelines LLC (“TLP”), Western Refining Terminals, LLC (“WRT”), Western Refining Pipeline, LLC (“WRP”), Tesoro High Plains Pipeline Company LLC (“THPPC”), Western Refining Logistics LP (“WRLP”), Tesoro SoCal Pipeline Company LLC (“TSPC”), WNRL Energy LLC (“WNRL,” and collectively with the Partnership, the Operating Company, TLP, WRT, WRP, THPPC, WRLP, and TSPC, the “Logistics Parties”);

Andeavor – • Reported quarterly earnings of $515 million, or $3.38 per diluted share, consolidated net earnings of $582 million and EBITDA of $1,150 million • Subject to approval of shareholders and customary closing conditions, expecting to close strategic combination with Marathon on October 1, 2018; Andeavor shareholder meeting scheduled for September 24, 2018 • Announced participation in Gray Oak Pipeline and South Texas Gateway Terminal joint ventures on April 24, 2018 to transport Permian Basin crude oil to Corpus Christi, Texas • Completed West Coast, Nevada and Arizona Asphalt Terminals Acquisiti (August 6th, 2018)

Reported quarterly earnings of $515 million, or $3.38 per diluted share, consolidated net earnings of $582 million and EBITDA of $1,150 million

Andeavor – VOTING AND SUPPORT AGREEMENT (May 1st, 2018)

VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 29, 2018, by and among Andeavor, a Delaware corporation (the “Company”), Marathon Petroleum Corporation, a Delaware Corporation (“Parent”), Mahi Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 1”), Mahi LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub 2”) and Paul L. Foster and Franklin Mountain Investments, LP (together, the “Stockholder”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).

Andeavor – AGREEMENT AND PLAN OF MERGER AMONG ANDEAVOR, MARATHON PETROLEUM CORPORATION, MAHI INC. AND MAHI LLC Dated as of April 29, 2018 (May 1st, 2018)

This AGREEMENT AND PLAN OF MERGER (as the same may be amended from time to time in accordance with its terms, this “Agreement”), dated as of April 29, 2018, is by and among Andeavor, a Delaware corporation (the “Company”), Marathon Petroleum Corporation, a Delaware corporation (“Parent”), Mahi Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 1”), and Mahi LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub 2,” and together with Merger Sub 1, the “Merger Subs”). The Company, Parent, Merger Sub 1 and Merger Sub 2 are each referred to herein as a “Party” and collectively, the “Parties”.

Andeavor – FIRST AMENDMENT TO TESORO PETROLEUM CORPORATION BOARD OF DIRECTORS DEFERRED COMPENSATION TRUST (February 21st, 2018)

THIS FIRST AMENDMENT, dated as of the 17th day of August, 2017, is hereby adopted by Andeavor (the “Sponsor”) to be effective as of August 1, 2017;

Andeavor – ANDEAVOR EXECUTIVE SECURITY PLAN AMENDED AND RESTATED EFFECTIVE AUGUST 1, 2017 (February 21st, 2018)

The principal objective of this Executive Security Plan (the "Plan") is to ensure the payment of a competitive level of retirement income in order to attract, retain and motivate selected executives. The Plan is designed to provide a benefit which, when added to other retirement income of the executive, will meet the objective described above. This Plan was originally established as a restatement and amendment of the Tesoro Executive Post Retirement Benefit Plan and Tesoro Executive Death Benefit Plan, and subsequently amended and restated, effective January 1, 2005. The Plan was most recently amended and restated, effective January 1, 2009 (except as otherwise specifically noted herein), and is intended to conform to the requirements of Section 409A of the Code, together with the Regulations, and is intended to qualify as an unfunded plan maintained primarily for the purpose of providing benefits for a select group of management and highly compensated employees of the Company and i

Andeavor – ANDEAVOR EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLAN (February 21st, 2018)

The principal objective of this Executive Severance and Change in Control Plan (the "Plan") is to reduce uncertainty to select executives of the Company and its Subsidiaries in the event of certain fundamental events involving the control or existence of the Company as well as to provide a benefit in the event of an executive’s termination of employment under certain conditions that are beyond the executive’s control. The Plan is designed to provide a benefit that will meet the objectives described above. This Plan was originally established effective January 12, 2011, and was subsequently amended and restated, effective May 1, 2013. The Plan is intended to conform to the requirements of Section 409A of the Code, together with the Regulations, and is intended to qualify as an unfunded plan maintained primarily for the purpose of providing benefits for a select group of management and highly compensated employees of the Company and its Subsidiaries.

Andeavor – ANDEAVOR EXECUTIVE DEFERRED COMPENSATION PLAN (February 21st, 2018)
Andeavor – ANDEAVOR BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN (February 21st, 2018)

WHEREAS, Tesoro Corporation (the “Corporation”) previously established the Tesoro Corporation Board of Directors Deferred Compensation Plan, effective April 1, 1995, as subsequently amended and restated effective January 1, 2009 (the “Deferred Compensation Plan”), to permit non-employee members of the Board to voluntarily defer any part or all of the cash portion of their directors’ fees;

Andeavor – ANDEAVOR AMENDED AND RESTATED 2011 LONG-TERM INCENTIVE PLAN (February 21st, 2018)
Andeavor – ANDEAVOR SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AMENDED AND RESTATED EFFECTIVE AUGUST 1, 2017 (February 21st, 2018)

The principal objective of this Supplemental Executive Retirement Plan (the "Plan") is to ensure the payment of a competitive level of retirement income in order to attract, retain and motivate selected executives. The Plan was designed to provide a benefit which, when added to other retirement income of the executive, will meet the objective described above. Effective January 1, 2015, this Plan is frozen to new participants. The Plan is intended to conform to the requirements of Section 409A of the Code, together with the Regulations, and is intended to qualify as an unfunded plan maintained primarily for the purpose of providing benefits for a select group of management and highly compensated employees of the Company and its Subsidiaries. The Plan is hereby amended and restated, effective August 1, 2017, to reflect a change in the name of the Company and to make such other changes deemed appropriate.

Andeavor – ANDEAVOR RESTORATION PENSION PLAN (February 21st, 2018)
Andeavor – Purpose s To advance the interests of Andeavor (the “Company”) by motivating plan participants to contribute to the long-term success and progress of the Company. Eligibility s All senior executives and employees in the Company as approved by the Compensation Committee of Andeavor’s Board of Directors. Plan s These awards are granted under the general terms and conditions of the Andeavor Amended and Restated 2011 Long-Term Incentive Plan. Market Stock Unit s A Market Stock Unit Award is a grant of stock units in which the number of shares of the Company’s common stock earned at vesting is base (February 20th, 2018)

Nothing herein is intended to modify any referenced Plan. The applicable Plan is the legally governing document and is the final authority on the terms of such Plan unless the Compensation Committee of the Board of Directors (or in the absence of the Compensation Committee, the Board itself) specifies otherwise (either in an Award Agreement or otherwise).

Andeavor – Purpose ● To advance the interests of Andeavor (“the Company”) by motivating plan participants to contribute to the long-term success and progress of the Company. Eligibility ● All senior executives and employees in the Company as approved by the Compensation Committee (“Committee”) of Andeavor’s Board of Directors. Plan ● These awards are granted under the general terms and conditions of the Andeavor Amended and Restated 2011 Long-Term Incentive Plan. Performance Shares ● A Performance Share Award is a grant of shares where the final payout upon vesting is contingent upon achieving specific p (February 20th, 2018)

Nothing herein is intended to modify any referenced Plan. The applicable Plan is the legally governing document and is the final authority on the terms of such Plan unless the Compensation Committee of the Board of Directors (or in the absence of the Compensation Committee, the Board itself) specifies otherwise (either in an Award Agreement or otherwise).

Andeavor – • Completed Western Refining and Western Refining Logistics acquisitions • Exited the year with $190 million in annual run-rate Western Refining synergies • Achieved investment grade credit rating at Andeavor and Andeavor Logistics • Expanded Marketing footprint by successfully entering into Mexico • Increased total retail and branded stores 31% year-over-year to 3,255 stores • Grew full year Logistics segment operating income 37% from last year to $665 million • Communicated 2018-2020 business plan at its December Investor and Analyst Day that grows net earnings by $1.0 billion and delivers $ (February 15th, 2018)

Reported full year earnings of $1.5 billion, or $10.81 per diluted share, consolidated net earnings of $1.7 billion and EBITDA of $2.6 billion, which includes $222 million of acquisition and integration costs

Andeavor – Andeavor Announces Closing of $1 Billion of Inaugural Investment Grade Senior Notes (December 21st, 2017)

SAN ANTONIO, TEXAS – December 21, 2017 - Andeavor (NYSE: ANDV) announced today that it completed a public offering of $500,000,000 of 3.800% Senior Notes due 2028 (the “2028 Notes”) and $500,000,000 of 4.500% Senior Notes due 2048 (the “2048 Notes” and, together with the 2028 Notes, the “Notes”).

Andeavor – ANDEAVOR FIRST SUPPLEMENTAL INDENTURE $500,000,000 3.800% Senior Notes due 2028 $500,000,000 4.500% Senior Notes due 2048 (December 21st, 2017)

This FIRST SUPPLEMENTAL INDENTURE, dated as of December 21, 2017 (this “First Supplemental Indenture”), to the Base Indenture (as defined below), among ANDEAVOR, a Delaware corporation, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

Andeavor – ANDEAVOR INDENTURE Dated as of December 21, 2017 U.S. Bank National Association Trustee (December 21st, 2017)

INDENTURE dated as of December 21, 2017, by and between Andeavor, a Delaware corporation (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”).

Andeavor – Andeavor $500,000,000 3.800% Senior Notes due 2028 $500,000,000 4.500% Senior Notes due 2048 Underwriting Agreement (December 18th, 2017)
Andeavor – Tesoro Corporation $850,000,000 4.750% Senior Notes Due 2023 $750,000,000 5.125% Senior Notes Due 2026 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors from time to time party hereto Exchange and Registration Rights Agreement (November 13th, 2017)
Andeavor – [FORM OF FACE OF NOTE] (November 13th, 2017)

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE), TO ANDEAVOR OR ANY SUCCESSOR THERETO OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Andeavor – [FORM OF FACE OF NOTE] (November 13th, 2017)

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE), TO ANDEAVOR OR ANY SUCCESSOR THERETO OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.