0000950123-11-041852 Sample Contracts

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TESORO LOGISTICS LP
Tesoro Logistics Lp • April 29th, 2011 • Pipe lines (no natural gas) • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TESORO LOGISTICS LP dated as of April 26, 2011, is entered into by and between Tesoro Logistics GP, LLC, a Delaware limited liability company, as the General Partner, Tesoro Corporation, a Delaware corporation, as the Organizational Limited Partner, Tesoro Alaska Company, a Delaware corporation, and Tesoro Refining and Marketing Company, a Delaware corporation, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

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CREDIT AGREEMENT Dated as of April 26, 2011 among TESORO LOGISTICS LP, as the Borrower BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and The Other Lenders Party Hereto MERRILL, LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Lead...
Credit Agreement • April 29th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of April 26, 2011, among TESORO LOGISTICS LP, a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

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OMNIBUS AGREEMENT among TESORO CORPORATION, TESORO REFINING AND MARKETING COMPANY, TESORO COMPANIES, INC., TESORO ALASKA COMPANY, TESORO LOGISTICS LP, and TESORO LOGISTICS GP, LLC
Omnibus Agreement • April 29th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas)

This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) 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.”

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SALT LAKE CITY STORAGE AND TRANSPORTATION SERVICES AGREEMENT
Storage and Transportation Services Agreement • April 29th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas

This Salt Lake City Storage and Transportation Services Agreement (the “Agreement”) is dated as of April 26, 2011, by and between Tesoro Refining and Marketing Company, a Delaware corporation (“TRMC”) and Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”).

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TRANSPORTATION SERVICES AGREEMENT (SLC Short Haul Pipelines)
Transportation Services Agreement • April 29th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas

This TRANSPORTATION SERVICES AGREEMENT (this “Agreement”) is dated as of April 26, 2011, by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”) and Tesoro Refining and Marketing Company, a Delaware corporation (“TRMC”), each individually a “Party” and collectively referred to as “Parties.”

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TRANSPORTATION SERVICES AGREEMENT (High Plains Pipeline System)
Transportation Services Agreement • April 29th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas

This TRANSPORTATION SERVICES AGREEMENT (this “Agreement”) is dated as of April 26, 2011, by and between Tesoro High Plains Pipeline Company LLC, a Delaware limited liability company (“THPP”) and Tesoro Refining and Marketing Company, a Delaware corporation (“TRMC”), collectively referred to as “Parties.”

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TRUCKING TRANSPORTATION SERVICES AGREEMENT
Trucking Transportation Services Agreement • April 29th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas

This TRUCKING TRANSPORTATION SERVICES AGREEMENT (this “Agreement”) is dated as of April 26, 2011, by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”), and Tesoro Refining and Marketing Company, a Delaware corporation (“TRMC”), collectively referred to as “Parties,” and each individually, as a “Party”.

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TERMINAL SUBLEASE BETWEEN TESORO ALASKA COMPANY AS LANDLORD AND TESORO ALASKA LOGISTICS LLC AS TENANT
Terminal Sublease • April 29th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Alaska

This Terminal Sublease (this “Sublease”) is entered into as of April 26, 2011, between Tesoro Alaska Company, a Delaware corporation (“Landlord”), and Tesoro Alaska Logistics LLC, a Delaware limited liability company (“Tenant”).

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TESORO LOGISTICS GP, LLC A Delaware Limited Liability Company Dated as of April 25, 2011
Limited Liability Company Agreement • April 29th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tesoro Logistics GP, LLC (the “Company”), dated as of April 25, 2011, is adopted, executed and agreed to by Tesoro Corporation, a Delaware corporation (“Tesoro”), as the sole member of the Company.

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MASTER TERMINALLING SERVICES AGREEMENT
Master Terminalling Services Agreement • April 29th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas

This Master Terminalling Services Agreement (the “Agreement”) is dated as of April 26, 2011, by and among Tesoro Refining and Marketing Company, a Delaware corporation (“TRMC”), Tesoro Alaska Company, a Delaware corporation (“TAK” and, together with TRMC, “Tesoro”) and Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”).

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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and among TESORO LOGISTICS LP TESORO LOGISTICS GP, LLC TESORO LOGISTICS OPERATIONS LLC TESORO CORPORATION TESORO ALASKA COMPANY TESORO REFINING AND MARKETING COMPANY and TESORO HIGH PLAINS PIPELINE...
Contribution, Conveyance and Assumption Agreement • April 29th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas

This Contribution, Conveyance and Assumption Agreement, dated as of April 26, 2011 (this “Agreement”), 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 Alaska Company, a Delaware corporation (“Tesoro Alaska”), Tesoro Refining and Marketing Company, a Delaware corporation (“TRMC”), and Tesoro High Plains Pipeline Company LLC, a Delaware limited liability company (“High Plains”). The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.

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OPERATIONAL SERVICES AGREEMENT
Operational Services Agreement • April 29th, 2011 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas

THIS OPERATIONAL SERVICES AGREEMENT (this “Agreement”), dated as of April 26, 2011, is made and entered into by and among Tesoro Companies, Inc. (“TCI”), Tesoro Refining and Marketing Company, a Delaware corporation (“TRMC”), Tesoro Alaska Company, a Delaware corporation (“TAK” and, together with TCI and TRMC, the “Tesoro Group”), Tesoro Logistics GP, LLC, a Delaware limited liability company (the “General Partner”), Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”) and Tesoro High Plains Pipeline Company LLC, a Delaware limited liability company (“THPPC” and together with the General Partner and TLO, the “Logistics Group”). Each of TCI, TRMC, TAK, the General Partner, TLO and THPPC is referred to herein as a “Party” and collectively as the “Parties.”

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