FIRST AMENDED AND RESTATED OMNIBUS AGREEMENTOmnibus Agreement • December 8th, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Texas
This First Amended and Restated Omnibus Agreement (the “Agreement”) is entered into on, and effective as of, December 2, 2014 (the “Effective Date”) among QEP Resources, Inc., a Delaware corporation (“QEP”), QEP Field Services Company, a Delaware corporation (“Field Services”), QEP Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), QEP Midstream Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), QEP Midstream Partners Operating, LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership (the “Operating Company”), Tesoro Logistics LP, a Delaware limited partnership (“TLLP”), and Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of TLLP (“TLGP”). The Partnership, the General Partner, the Operating Company, TLLP and TLGP shall be referred herein together as the “Parties” and each individually as a “Party.”
AMENDMENT NO. 1 TO THE SECONDMENT AND LOGISTICS SERVICES AGREEMENTSecondment and Logistics Services Agreement • December 8th, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas)
THIS AMENDMENT NO. 1 TO THE SECONDMENT AND LOGISTICS SERVICES AGREEMENT (this “Amendment”), dated as of December 2, 2014, is made and entered into by and among Tesoro Companies, Inc., a Delaware corporation (“TCI”), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“TRMC”), Tesoro Alaska Company LLC, a Delaware limited liability company (“TAC” 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”), Tesoro Logistics Pipelines LLC, a Delaware limited liability company (“TLP”), Tesoro High Plains Pipeline Company LLC, a Delaware limited liability company (“THPPC”), Tesoro Logistics Northwest Pipeline LLC, a Delaware limited liability company (“TLNP”), and Tesoro Alaska Pipeline Company LLC, a Delaware limited liability company (“TAPC” and together with the General Partner, TLO, TLP, THPPC and TLNP,
INTERCOMPANY INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENTIntercompany Indemnity, Subrogation And • December 8th, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas) • New York
SUPPLEMENT NO. [ ] dated as of [ ], to the Intercompany Indemnity, Subrogation and Contribution Agreement dated as of December 2, 2014 (as the same may be amended, supplemented or otherwise modified from time to time, the “Indemnity, Subrogation and Contribution Agreement”), among TESORO LOGISTICS LP, a Delaware limited partnership (the “Company”), and each Subsidiary of the Company listed on Schedule I thereto (the “QEPM Subsidiary Guarantors”).
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT December 2, 2014Registration Rights Agreement • December 8th, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas) • New York
Reference is hereby made to the Registration Rights Agreement, dated as of October 29, 2014 (the “Registration Rights Agreement”), by and among TESORO LOGISTICS LP, a limited partnership organized under the laws of Delaware (the “Partnership”), TESORO LOGISTICS FINANCE CORP., a Delaware corporation (together with the Partnership, the “Issuers”), the guarantors party thereto and the Representatives on behalf of the several Initial Purchasers concerning registration rights relating to the Issuer’s 5.50% Senior Notes due 2019 (the “2019 Notes”) and 6.25% Senior Notes due 2022 (together with the 2019 Notes, the “Notes”). Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the meanings given them in the Registration Rights Agreement.
TRANSITION SERVICES AGREEMENT by and between QEP RESOURCES, INC. and TESORO LOGISTICS LP Dated as of December 2, 2014Transition Services Agreement • December 8th, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas) • Colorado
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of December 2, 2014, by and between QEP Resources, Inc., a Delaware corporation (“QEP”), and Tesoro Logistics LP, a Delaware limited partnership (“Buyer”), each a “Party” and together, the “Parties”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 8th, 2014 • Tesoro Logistics Lp • Pipe lines (no natural gas)
This Indemnification Agreement (this “Agreement”) is dated as of December 2, 2014 (the “Effective Date”), by and among QEP Resources, Inc., a Delaware corporation (“QEP”), QEP Field Services Company, a Delaware corporation (“Field Services”), and Tesoro Logistics LP, a Delaware limited partnership (“TLLP”). QEP, Field Services and TLLP are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
