CREDIT AGREEMENT Dated as of October 16, 2013 among WESTERN REFINING LOGISTICS, LP, as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and an L/C Issuer, and The Lenders Party Hereto WELLS FARGO...Credit Agreement • October 22nd, 2013 • Western Refining Logistics, LP • Pipe lines (no natural gas) • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 16, 2013, among WESTERN REFINING LOGISTICS, LP, a Delaware limited partnership (the “Borrower”), each lender and L/C Issuer from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and L/C Issuer.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN REFINING LOGISTICS, LPWestern Refining Logistics, LP • November 2nd, 2015 • Pipe lines (no natural gas) • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN REFINING LOGISTICS, LP dated as of October 30, 2015, is entered into by and between Western Refining Logistics GP LLC, a Delaware limited liability company, as the General Partner, together with the other Persons who are or become Partners in the Partnership or parties hereto as provided herein;
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN REFINING LOGISTICS, LPAgreement • October 22nd, 2013 • Western Refining Logistics, LP • Pipe lines (no natural gas) • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN REFINING LOGISTICS, LP dated as of October 16, 2013, is entered into by and between Western Refining Logistics GP LLC, a Delaware limited liability company, as the General Partner, and Western Refining Southwest, Inc., an Arizona corporation, as the Organizational Limited Partner, 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:
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WESTERN REFINING LOGISTICS GP, LLCLimited Liability Company Agreement • October 22nd, 2013 • Western Refining Logistics, LP • Pipe lines (no natural gas) • Delaware
THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Western Refining Logistics GP, LLC (the “Company”), dated as of October 16, 2013 is entered into by Western Refining Southwest, Inc., a Delaware corporation (“WRSW”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
WESTERN REFINING LOGISTICS, LP WNRL FINANCE CORP. AND THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF 7 1⁄2% SENIOR NOTES DUE 2023 INDENTURE Dated as of February 11, 2015 U.S. BANK NATIONAL ASSOCIATION As TrusteeSupplemental Indenture • February 11th, 2015 • Western Refining Logistics, LP • Pipe lines (no natural gas) • New York
This Indenture, dated as of February 11, 2015, is among Western Refining Logistics, LP, a Delaware limited partnership (the “Company”), WNRL Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the guarantors listed on the signatures page hereof (each, a “Guarantor” and, collectively, the “Guarantors”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN REFINING LOGISTICS, LP (as amended through June 19, 2017)Western Refining Logistics, LP • June 22nd, 2017 • Pipe lines (no natural gas) • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN REFINING LOGISTICS, LP dated as of October 30, 2015, is entered into by and between Western Refining Logistics GP LLC, a Delaware limited liability company, as the General Partner, together with the other Persons who are or become Partners in the Partnership or parties hereto as provided herein;
SUPPORT AGREEMENTSupport Agreement • August 14th, 2017 • Western Refining Logistics, LP • Pipe lines (no natural gas) • Delaware
THIS SUPPORT AGREEMENT, dated as of August 13, 2017 (this “Agreement”), is entered into by and among Andeavor Logistics LP, a Delaware limited partnership (“TMLP”), Western Refining Logistics, LP, a Delaware limited partnership (“WMLP”), St. Paul Park Refining Co. LLC, a Delaware limited liability company (“SPP”), and Western Refining Southwest, Inc., an Arizona corporation (“WRS”, and together with SPP, each a “Unitholder” and collectively the “Unitholders”, and each of the Unitholders, WMLP and TMLP, each a “party” and collectively the “parties”).
PHANTOM UNIT AGREEMENT (TIME BASED VESTING)Phantom Unit Agreement • May 12th, 2014 • Western Refining Logistics, LP • Pipe lines (no natural gas) • Delaware
This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between Western Refining Logistics GP, LLC, a Delaware limited liability company (the “General Partner”), and [_____________________] (the “Service Provider”). This Agreement is effective as of the [_____] day of [________________], 20[__] (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
SHARED SERVICES AGREEMENT among WESTERN REFINING SOUTHWEST, INC. WESTERN REFINING COMPANY, L.P. and NORTHERN TIER ENERGY LLCShared Services Agreement • May 7th, 2015 • Western Refining Logistics, LP • Pipe lines (no natural gas)
This SHARED SERVICES AGREEMENT (“Agreement”) is entered into as of October 30, 2014, to be effective as of September 1, 2014 (the “Effective Date”), by and among (a) Western Refining Southwest, Inc. an Arizona corporation, and Western Refining Company, L.P., a Delaware limited partnership (collectively, “Western”), on behalf of themselves and the other Western Parties (as defined herein), and (b) Northern Tier Energy LLC, a Delaware limited liability company (“Northern Tier”), on behalf of itself and the Northern Tier Parties (as defined herein). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties”.
FORM OF OMNIBUS AGREEMENT among WESTERN REFINING, INC., WESTERN REFINING LOGISTICS, LP, WESTERN REFINING LOGISTICS GP, LLC, and, solely for the limited purposes set forth herein, WESTERN REFINING SOUTHWEST, INC., WESTERN REFINING COMPANY, L.P. and...Omnibus Agreement • September 27th, 2013 • Western Refining 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 Western Refining, Inc., a Delaware corporation (“Western”), on behalf of itself and the other Western Parties (as defined herein), Western Refining Logistics, LP, a Delaware limited partnership (the “Partnership”), Western Refining Logistics GP, LLC, a Delaware limited liability company (the “General Partner”) and, solely with respect to Articles IV and VII hereof, Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), Western Refining Company, L.P., a Delaware limited partnership (“WRCLP”) and Western Refining Wholesale, Inc., an Arizona corporation (“Wholesale” and, together with WRSW and WRCLP, the “ROFO Asset Owners”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties”; provided that the ROFO Asset Owners are only considered to be Parties hereto with respect to Articles IV and VII h
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 14th, 2017 • Western Refining Logistics, LP • Pipe lines (no natural gas) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 13, 2017, is entered into by and among Western Refining Logistics, LP, a Delaware limited partnership (“WMLP”), Western Refining Logistics GP, LLC, a Delaware limited liability company (“WMLP GP”, and, together with WMLP, the “WMLP Parties”), Andeavor Logistics LP, a Delaware limited partnership (“TMLP”), Tesoro Logistics GP, LLC, a Delaware limited liability company (“TMLP GP”, and, together with TMLP, the “TMLP Parties”), WNRL Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of TMLP (“LP Merger Sub”), and WNRL GP Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of TMLP (“GP Merger Sub” and, together with the TMLP Parties, the WMLP Parties and LP Merger Sub, the “parties”).
SPONSOR EQUITY RESTRUCTURING AGREEMENTSponsor Equity Restructuring Agreement • August 14th, 2017 • Western Refining Logistics, LP • Pipe lines (no natural gas) • Delaware
This SPONSOR EQUITY RESTRUCTURING AGREEMENT (this “Agreement”), dated as of August 13, 2017, is entered into between Andeavor, a Delaware corporation (“Andeavor”), Andeavor Logistics LP, a Delaware limited partnership (“AMLP”), and Tesoro Logistics GP, LLC, a Delaware limited liability company (“AMLP GP”, and together with Andeavor and AMLP, the “parties”).
UNDERWRITING AGREEMENTUnderwriting Agreement • September 13th, 2016 • Western Refining Logistics, LP • Pipe lines (no natural gas) • New York
JOINDER AGREEMENT (Shared Services)Joinder Agreement • May 7th, 2015 • Western Refining Logistics, LP • Pipe lines (no natural gas)
THIS JOINDER AGREEMENT (this “Agreement”), entered into as of May 4th, 2015 (the “Effective Date”), is by and among (a) Western Refining Southwest, Inc. an Arizona corporation, and Western Refining Company, L.P., a Delaware limited partnership (collectively, “Western”), on behalf of themselves and the other Western Parties, (b) Northern Tier Energy LLC, a Delaware limited liability company (“Northern Tier”), on behalf of itself and the Northern Tier Parties and (c) Western Refining Logistics, LP, a Delaware limited partnership (“WNRL”), on behalf of itself and the WNRL Parties (as defined herein). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 27th, 2013 • Western Refining Logistics, LP • Pipe lines (no natural gas) • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”), is effective as of [•], 2013, between Western Refining Logistics GP, LLC, a Delaware limited liability company (the “General Partner”), Western Refining Logistics, LP, a Delaware limited partnership (the “Partnership,” and together with the General Partner, the “Companies” and each a “Company”), and the undersigned director and/or officer of the Partnership (“Indemnitee”).
TERMINALLING, TRANSPORTATION AND STORAGE SERVICES AGREEMENTStorage Services Agreement • September 20th, 2016 • Western Refining Logistics, LP • Pipe lines (no natural gas) • Texas
This TERMINALLING, TRANSPORTATION AND STORAGE SERVICES AGREEMENT (the “Agreement”) is dated as of September 15, 2016, by and between St. Paul Park Refining Co. LLC, a Delaware limited liability company (“SPPR”) and Western Refining Terminals, LLC, a Delaware limited liability company (“WRT”). In consideration of the covenants and obligations contained herein, the Parties to this Agreement hereby agree as follows:
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and among WESTERN REFINING LOGISTICS LP WESTERN REFINING LOGISTICS GP, LLC WESTERN REFINING SOUTHWEST, INC. SAN JUAN REFINING COMPANY, LLC WESTERN REFINING PIPELINE, LLC WESTERN REFINING TERMINALS,...Contribution, Conveyance and Assumption Agreement • October 22nd, 2013 • Western Refining Logistics, LP • Pipe lines (no natural gas) • Texas
This Contribution, Conveyance and Assumption Agreement, dated as of October 16, 2013 (this “Agreement”), is by and among Western Refining Logistics, LP, a Delaware limited partnership (the “Partnership”), Western Refining Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), San Juan Refining Company, LLC, a New Mexico limited liability company (“SJR”), Western Refining Pipeline, LLC, a New Mexico limited liability company (“WR Pipeline”), Western Refining Terminals, LLC, a Delaware limited liability company (“WR Terminals”), Western Refining Company, L.P., a Delaware limited partnership (the “WRCLP”), and Western Refining Inc., a Delaware corporation (“WNR”). 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 t
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2015 • Western Refining Logistics, LP • Pipe lines (no natural gas) • New York
This REGISTRATION RIGHTS AGREEMENT dated February 11, 2015 (this “Agreement”) is entered into by and among Western Refining Logistics, LP, a Delaware limited partnership (the “Partnership”) and WNRL Finance Corp., a Delaware corporation (“WNRL Finance,” and together with the Partnership, the “Issuers”), the guarantors listed on the signature pages hereto (the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith, Incorporated (“Merrill Lynch”), Wells Fargo Securities, LLC, Credit Agricole Securities (USA) Inc., RBS Securities Inc., SunTrust Robinson Humphrey, Inc., Barclays Capital Inc., Comerica Securities, Inc., Deutsche Bank Securities Inc., PNC Capital Markets LLC, RB International Markets (USA) LLC, Regions Securities LLC and UBS Securities LLC (collectively, the “Initial Purchasers”). The Issuers and the Guarantors are hereinafter referred to collectively as the “Western Parties.”
COMMITMENT INCREASE AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 20th, 2016 • Western Refining Logistics, LP • Pipe lines (no natural gas) • New York
THIS COMMITMENT INCREASE AND FIRST AMENDMENT TO CREDIT AGREEMENT dated as of September 15, 2016 (this “Agreement”), by and among the institutions set forth on Schedule 1 hereto (each an “Incremental Lender” and, collectively, the “Incremental Lenders”), WESTERN REFINING LOGISTICS, LP, a Delaware limited partnership (the “Borrower”), the other Loan Parties party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”) and an L/C Issuer.
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTERN REFINING LOGISTICS, LPWestern Refining Logistics, LP • October 31st, 2017 • Pipe lines (no natural gas) • Delaware
This Third Amended and Restated Agreement of Limited Partnership (as it may be amended, supplemented or restated from time to time, this “Agreement”) of Western Refining Logistics, LP (the “Partnership”), dated as of October 30, 2017, is entered into by and between Western Refining Logistics GP, LLC, a Delaware limited liability company, as the general partner (“General Partner”), and Andeavor Logistics LP, a Delaware limited partnership, as the sole limited partner (the “Limited Partner”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and among WESTERN REFINING LOGISTICS LP WESTERN REFINING LOGISTICS GP, LLC WESTERN REFINING SOUTHWEST, INC. SAN JUAN REFINING COMPANY, LLC WESTERN REFINING PIPELINE COMPANY, LLC WESTERN REFINING...Contribution, Conveyance and Assumption Agreement • September 27th, 2013 • Western Refining Logistics, LP • Pipe lines (no natural gas) • Texas
This Contribution, Conveyance and Assumption Agreement, dated as of [ ], 2013 (this “Agreement”), is by and among Western Refining Logistics, LP, a Delaware limited partnership (the “Partnership”), Western Refining Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), San Juan Refining Company, LLC, a New Mexico limited liability company (“SJR”), Western Refining Pipeline Company, LLC, a New Mexico limited liability company (“WR Pipeline”), Western Refining Terminals, LLC, a Delaware limited liability company (“WR Terminals”), Western Refining Company, L.P., a Delaware limited partnership (the “WRCLP”), and Western Refining Inc., a Delaware corporation (“WNR”). 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
FORM OF FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WESTERN REFINING LOGISTICS GP, LLCLimited Liabilty Company Agreement • September 27th, 2013 • Western Refining Logistics, LP • Pipe lines (no natural gas) • Delaware
THIS FIRST AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT of Western Refining Logistics GP, LLC (the “Company”), dated as of [—], 2013 is entered into by Western Refining Southwest, Inc., a Delaware corporation (“WRSW”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
ASPHALT TRUCKING TRANSPORTATION SERVICES AGREEMENTAsphalt Trucking Transportation Services Agreement • August 4th, 2016 • Western Refining Logistics, LP • Pipe lines (no natural gas) • Texas
This Asphalt Trucking Transportation Services Agreement (this “Agreement”) is dated effective as of January 1, 2016 (the “Effective Date”), by and among Western Refining Wholesale, LLC, a Delaware limited liability company (“Carrier”), Western Refining Company, L.P., a Delaware limited partnership (“Shipper”), and, solely for purposes of acknowledging Section 2(c) hereof, Western Refining Southwest, Inc., an Arizona corporation (“WRSW”). Carrier and Shipper are individually referred to as a “Party”, collectively to as “Parties”. Capitalized terms used throughout this Agreement shall have the meanings set forth in Exhibit A, unless otherwise specifically defined herein.
UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2013 • Western Refining Logistics, LP • Pipe lines (no natural gas) • New York
trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:
TERMINALLING, TRANSPORTATION AND STORAGE SERVICES AGREEMENTTransportation and Storage Services Agreement • October 22nd, 2013 • Western Refining Logistics, LP • Pipe lines (no natural gas) • Texas
This TERMINALLING, TRANSPORTATION AND STORAGE SERVICES AGREEMENT (the “Agreement”) is dated as of October 16, 2013, by and among Western Refining Company, L.P., a Delaware limited partnership, Western Refining Southwest, Inc., an Arizona Corporation (collectively, “WNR”), on the one hand, and Western Refining Terminals, LLC, a Delaware limited liability company (“WRT”), on the other. In consideration of the covenants and obligations contained herein, the Parties to this Agreement hereby agree as follows:
TERMINALLING, TRANSPORTATION AND STORAGE SERVICES AGREEMENTAnd Storage Services Agreement • September 5th, 2013 • Western Refining Logistics, LP • Pipe lines (no natural gas) • Texas
This TERMINALLING, TRANSPORTATION AND STORAGE SERVICES AGREEMENT (the “Agreement”) is dated as of [—], 2013, by and among Western Refining Company, L.P., a Delaware Limited Partnership, Western Refining Southwest, Inc., an Arizona Corporation (collectively, “WNR”), on the one hand, and Western Refining Terminals, LLC, a Delaware limited liability company (“WRT”), on the other. In consideration of the covenants and obligations contained herein, the Parties to this Agreement hereby agree as follows:
AMENDMENT NO. 1. TO CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • November 6th, 2014 • Western Refining Logistics, LP • Pipe lines (no natural gas) • Texas
This Amendment No. 1 to Contribution, Conveyance and Assumption Agreement dated as of October 15, 2014 (this “Amendment”) to the Contribution, Conveyance and Assumption Agreement, dated as of September 25, 2014 (the “Agreement”), is made and entered into by and among Western Refining, Inc., a Delaware corporation (“Western”), Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), Western Refining Logistics, LP, a Delaware limited partnership (the “Partnership”), and Western Refining Logistics GP, LLC, a Delaware limited liability company and general partner of the Partnership (the “General Partner”). Western, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
CRUDE OIL TRUCKING TRANSPORTATION SERVICES AGREEMENTTransportation Services Agreement • October 16th, 2014 • Western Refining Logistics, LP • Pipe lines (no natural gas) • Texas
This Crude Oil Trucking Transportation Services Agreement (this “Agreement”) is dated as of October 15, 2014 (the “Effective Date”), by and between (i) Western Refining Wholesale, LLC, a Delaware limited liability company (“Carrier”), and (ii) Western Refining Company, L.P., a Delaware limited partnership (“WRC”), and Western Refining Southwest, Inc., an Arizona corporation (“WRSW”). WRC and WRSW are individually and collectively referred to as “Shipper”) and shall be jointly and severally liable for all obligations of Shipper contained herein and, except as otherwise expressly contemplated by this Agreement, shall be treated for all purposes contained in this Agreement as a single Party. Carrier and Shipper are individually referred to as a “Party”, collectively to as “Parties”. Capitalized terms used throughout this Agreement shall have the meanings set forth in Exhibit A, unless otherwise specifically defined herein.
