Exhibit 10.1

CONTRIBUTION, CONVEYANCE AND ASSUMPTION

AGREEMENT

This Contribution, Conveyance and Assumption Agreement (this “ Agreement ”), dated as of the Effective Date (as defined below), 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 ”), and Tesoro Refining and Marketing Company, a Delaware corporation (“ TRMC ”). The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “ Parties .”

RECITALS

WHEREAS , TRMC is the owner of the Golden Eagle Wharf Facility in Martinez, California, as identified on Schedule V to the Amended and Restated Omnibus Agreement (as defined below); and

WHEREAS , TRMC desires to contribute certain assets to the General Partner, the General Partner desires to contribute those assets to the Partnership and the Partnership desires to contribute those assets to the Operating Company, all on the terms and conditions set forth herein.

NOW, THEREFORE , in consideration of the mutual covenants, representations, warranties and agreements herein contained, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Capitalized terms used herein shall have the respective meanings ascribed to such terms below:

“ Agreement ” has the meaning set forth in the introduction to this Agreement.

“ Amended and Restated Omnibus Agreement ” means that certain Amended and Restated Omnibus Agreement, dated as of the date hereof, among Tesoro, TRMC, Tesoro Companies, Inc., a Delaware corporation, Tesoro Alaska Company, a Delaware corporation, the General Partner and the Partnership, as such agreement may be amended, supplemented or restated from time to time.

“ Amended and Restated Operational Services Agreement ” means that certain Amended and Restated Operational Services Agreement dated as of the date hereof among Tesoro, Tesoro Companies Inc., TRMC, the General Partner, the Operating Company, Tesoro Alaska Company and Tesoro High Plains Pipeline Company.

“ Assets ” means the Tankage and two firewater tanks with 48,000 barrels of shell capacity, as well as associated firewater pumps and piping (including without limitation the applicable Real Property Assets), certain other related assets and properties that are either located on the same parcels of real estate as those assets and properties or used in connection therewith, and all contracts, permits, licenses and other intangible rights of TRMC to the extent assignable and to the extent used in connection with the ownership and operation of the applicable Real Property Assets and/or any of the other assets and properties described above, which assets are listed in detail on Exhibit A to this Agreement.

“ CDFG ” means the California Department of Fish and Game.

“ CDFG Approval ” means the approval of the CDFG to the issuance of a COFR to Operating Company.

“ COFR ” means the Certificate of Financial Responsibility filed with the CDFG with respect to oil spill contingency planning and financial responsibility for the Secondary Assets.

“ Common Unit ” means a common unit representing a limited partner interest in the Partnership having the rights set forth in the Partnership Agreement.

“ CSLC ” means the California State Lands Commission.

“ CSLC Approval ” means the approval of the CSLC to the assignment of the Wharf Lease to Operating Company.

“ CSLC Lease Renewal ” means the renewal and extension of the Wharf Lease by the CSLC.

“ Effective Date ” means April 1, 2012.

“ Effective Time ” means 8:00 a.m. Central Time on the Effective Date.

“ Excluded Assets and Liabilities ” has the meaning set forth in Section 2.1(c) of this Agreement.

“ General Partner ” has the meaning set forth in the introduction to this Agreement.

“ General Partner Contribution ” has the meaning set forth in Section 2.2(a) of this Agreement.

“ General Partner Secondary Contribution ” has the meaning set forth in Section 2.2(b) of this Agreement.

“ General Partner Unit ” means a general partner unit representing a general partner interest in the Partnership having the rights set forth in the Partnership Agreement.

“ Interim Period ” means the period between the Effective Time and the Secondary Effective Time.

“ Material Adverse Effect ” has the meaning set forth in Section 3.4(a) of this Agreement.

“ MTUTA ” means that certain Marine Terminal Use and Throughput Agreement to be executed on the Effective Date between Operating Company and TRMC, pursuant to which the Operating Company will provide services to manage and operate the Assets and the Secondary Assets for TRMC's exclusive use.

“ Operating Company ” has the meaning set forth in the introduction to this Agreement.

“ Partnership ” has the meaning set forth in the introduction to this Agreement.

“ Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of April 26, 2011.

“ Partnership Contribution ” has the meaning set forth in Section 2.3(a) of this Agreement.

“ Partnership Group ” has the meaning set forth in the Amended and Restated Omnibus Agreement.

“ Partnership Secondary Contribution ” has the meaning set forth in Section 2.3(b) of this Agreement.

“ Party ” or “ Parties ” is defined in the introduction to this Agreement.

“ Permitted Liens ” has the meaning set forth in Section 2.1(a) of this Agreement.

“ Plains Martinez Terminal ” means a product and crude oil service storage terminal owned by Plains All American Pipeline, LP at Martinez in the San Francisco, California area.

“ Real Property Assets ” means the real property assets described on Schedule I of Exhibit A to this Agreement.

“ Refinery ” means TRMC's Golden Eagle refinery located on the Suisan Bay, California.

“ Secondary Assets ” means, the Wharf, the Wharf Lease and SHPL (including without limitation the applicable Secondary Real Property Assets), certain other related assets and properties that are either located on the same parcels of real estate as those assets and properties or used in connection therewith, and all contracts, permits, licenses and other intangible rights of TRMC to the extent assignable and to the extent used in

connection with the ownership and operation of any of the other assets and properties described above, which assets are listed in detail on Exhibit B to this Agreement.

“ Secondary Effective Time ” has the meaning set forth in Section 5.1(d) of this Agreement.

“ SHPL ” means five short haul pipelines consisting of (i) a 24” crude line from the Wharf to the Plains Martinez Terminal and the Refinery, that splits into a 16” and 12” line going into the Refinery (all two-way); (ii) an 8” wastewater line from the Wharf to the Refinery (one-way), (iii) an 8” products line between the Refinery and the Plains Martinez Terminal (two-way), and (iv) associated easements, permits and licenses.

“ Tankage ” means five crude oil storage tanks with a combined capacity of 425,000 shell barrels (350,000 barrels of working capacity) adjacent to the Wharf, including associated (i) real property, (ii) hydrocarbon transfer pumps and piping and related shed and equipment, and (iii) electrical switching and communications facilities and equipment.

“ Tesoro ” has the meaning set forth in the introduction to this Agreement.

“ TRMC ” has the meaning set forth in the introduction to this Agreement.

“ Transaction Documents ” has the meaning set forth in Section 3.4(a) of this Agreement.

“ TRMC Contribution ” has the meaning set forth in Section 2.1(a) of this Agreement.

“ TRMC Secondary Contribution ” has the meaning set forth in Section 2.1(b) of this Agreement.

“ Wharf ” means a single-berth dock designed for the throughput of crude oil located on the Suisun Bay, California near the Refinery.

“ Wharf Lease ” means State Lease PRC 3453.1 for the Wharf issued on December 22, 1983, for a period of 25 years commencing on January 1, 1984, between TMRC and the CSLC and any amendment, restatement or replacement lease thereof.

ARTICLE II

CONTRIBUTIONS AND ACKNOWLEDGEMENTS

Section 3.1 Conveyances by TRMC to the General Partner .

(a) Effective as of the Effective Time, TRMC hereby assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers to the General Partner, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of TRMC in and to the Assets, including any responsibilities, coverages and liabilities under any permit or license

included in the Assets, free and clear of all liens and encumbrances of any kind or nature, other than as set forth on Exhibit C to this Agreement (the “ Permitted Liens ”). The contribution described in this Section 2.1(a) shall be referred to in this Agreement as the “ TRMC Contribution . ” TRMC hereby makes the TRMC Contribution and the TRMC Secondary Contribution, as defined below, in exchange for a 51% membership interest in the General Partner, and the General Partner hereby accepts the Assets as a contribution to the capital of the General Partner.

(b) Upon receipt of the CLSC Lease Renewal, the CSLC Approval and the CDFG Approval or as otherwise provided in Section 5.1 , TRMC shall assign, transfer, contribute, grant, bargain, convey, set over and deliver to the General Partner, its successor and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of TRMC in and to the Secondary Assets, including any responsibilities, coverages and liabilities under any permit or license included in the Secondary Assets, free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. The contribution described in this Section 2.1(b) shall be referred to in this Agreement as the “ TRMC Secondary Contribution .” The TRMC Secondary Contribution shall be made for no additional consideration and the General Partner shall accept the Secondary Assets as a contribution to the capital of the General Partner.

(c) The Parties hereby acknowledge and agree that TRMC owns certain assets and properties (including any and all petroleum and hydrocarbon inventory) and has certain responsibilities, coverages and liabilities that might otherwise be considered as part of the Assets as set forth on Exhibit D to this Agreement (collectively, the “ Excluded Assets and Liabilities ”), and that the Excluded Assets and Liabilities are being retained by TRMC and are not being contributed or transferred as part of the Contribution.

Section 3.2 Conveyances by the General Partner to the Partnership .

(a) Effective as of the Effective Time and immediately after the completion of the TRMC Contribution, the General Partner hereby assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers to the Partnership, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of the General Partner in and to the Assets, including any responsibilities, coverages and liabilities under any permit or license included in the Assets, free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. The contribution described in this Section 2.2(a) shall be referred to in this Agreement as the “ General Partner Contribution .” The General Partner hereby makes the General Partner Contribution and the General Partner Secondary Contribution (as defined below) in exchange for:

(i) $67.5 million in cash, plus interest on such cash amount at a per annum rate of three and one-half percent (3.50%) for each day after the Effective Date that such payment is made (which daily rate equals $7,200 per day), which payment date is expected to be April 2, 2012;

(ii) the issuance to the General Partner of 4,212 general partner units in the Partnership to be issued as of April 1, 2012, to maintain the General Partner's two percent (2%) general partner interest in the Partnership; and

(iii) the issuance to the General Partner of 206,362 Common Units to be issued as of April 1, 2012, representing a sixty-six one hundreths percent (0.66%) limited partner interest in the Partnership.

The Partnership hereby accepts the Assets as a contribution to the capital of the Partnership.

(b) Immediately after the TRMC Secondary Contribution, the General Partner shall assign, transfer, contribute, grant, bargain, convey, set over and deliver to the Partnership, its successor and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of the General Partner in and to the Secondary Assets, including any responsibilities, coverages and liabilities under any permit or license included in the Secondary Assets, free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. The contribution described in this Section 2.2(b) shall be referred to in this Agreement as the “ General Partner Secondary Contribution . ” The General Partner Secondary Contribution shall be made for no additional consideration and the Partnership shall accept the Secondary Assets as a contribution to the capital of the Partnership.

Section 3.3 Conveyances by the Partnership to the Operating Company .

(a) Effective as of the Effective Time and immediately after the completion of the General Partner Contribution, the Partnership hereby assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers to the Operating Company, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of the Partnership in and to the Assets, including any responsibilities, coverages and liabilities under any permit or license included in the Assets, free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. The contribution described in this Section 2.3(a) shall be referred to in this Agreement as the “ Partnership Contribution .” The Partnership hereby makes the Partnership Contribution and the Partnership Secondary Contribution, as defined below, as a capital contribution, and the Operating Company hereby accepts the Assets as a contribution to the capital of the Operating Company.

(b) Immediately after the General Partner Secondary Contribution, the Partnership shall assign, transfer, contribute, grant, bargain, convey, set over and deliver to the Operating Company, its successor and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of the Partnership in and to the Secondary Assets, including any responsibilities, coverages and liabilities under any permit or license included in the Secondary Assets, free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. The contribution described in this Section 2.3(b) shall be referred to in this Agreement as the

“ Partnership Secondary Contribution . ” The Partnership Secondary Contribution shall be made for no additional consideration and the Operating Company shall accept the Secondary Assets as a contribution to the capital of the Operating Company.

Section 3.4 Actions and Deliveries on the Effective Date . The Parties acknowledge that the following actions and deliveries have occurred as of the Effective Time:

(a) the General Partner has loaned the funds it shall receive pursuant to Section 2.2 to Tesoro pursuant to a 10-year promissory note in the form attached as Exhibit E to this Agreement;

(b) TRMC has executed and delivered documents and instruments necessary and appropriate to convey the Assets directly to the Operating Company, in the forms attached hereto as Exhibit F ;

(c) the parties to the MTUTA have executed and delivered the MTUTA;

(d) TRMC and the Operating Company have executed and delivered a right of entry agreement related to TRMC's access to the Tankage after Closing;

(e) the parties to the Amended and Restated Omnibus Agreement have executed and delivered the Amended and Restated Omnibus Agreement;

(f) the parties to the Amended and Restated Operational Services Agreement have executed and delivered the Amended and Restated Operational Services Agreement;

(g) Tesoro, TRMC and the General Partner have executed and delivered an amendment and adoption agreement to the General Partner's limited liability company agreement to evidence TRMC's addition as a member;

(h) the Parties and the parties to the other Transaction Documents have executed a closing escrow agreement to effect the closing into escrow with McGuireWoods LLP of all documents and instruments related to the closing as of the Effective Time; and

(i) the conflicts committee of the board of the directors of the General Partner has received the opinion of Evercore Partners Inc., the financial advisor to the conflicts committee of the board of directors of the General Partner, that the consideration to be paid to the General Partner pursuant to Section 2.2 of this Agreement is fair from a financial point of view to the Partnership and the holders of common units of the Partnership other than Tesoro, the General Partner or any of their respective affiliates.

ARTICLE III

REPRESENTATIONS

Section 3.1 Representations of TRMC . TRMC hereby represents and warrants to the General Partner, the Partnership and the Operating Company as follows:

(a) As of the Effective Time:

(i.) the Assets and the Secondary Assets are in good working condition, suitable for the purposes for which they are being used in accordance with accepted industry standards and all applicable laws and regulations.

(ii.) TRMC has title to the Assets that is sufficient to operate the Assets in accordance with their intended and historical use, subject to all recorded matters and all physical conditions in existence as of the Effective Time.

(iii.) to TRMC's knowledge, after reasonable investigation, there are no terms in any agreements included in the Assets that would materially impair the rights granted to the Partnership Group pursuant to the transactions contemplated by this Agreement.

(b) As of the Secondary Effective Time:

(i.) TRMC has title to the Secondary Assets that is sufficient to operate the Secondary Assets in accordance with their intended and historical use, subject to all recorded matters and all physical conditions in existence as of the Effective Time.

(ii.) to TRMC's knowledge, after reasonable investigation, there are no terms in any agreements included in the Secondary Assets that would materially impair the rights granted to the Partnership Group pursuant to the transactions contemplated by this Agreement.

Section 3.2 Representation of the General Partner . The General Partner hereby represents and warrants to TRMC as of the Effective Time and as of the Secondary Effective Time that the General Partner has full power and authority to act as general partner of the Partnership in all material respects.

Section 3.3 Representation of the Partnership . The Partnership hereby represents and warrants to the General Partner and Tesoro as of the Effective Time that the Common Units and the general partner units of the Partnership issued to the General Partner pursuant to Section 2.2(a) have been duly authorized for issuance and sale to the General Partner and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required under the Partnership Agreement) and

nonassessable (except as such nonassessability may be affected by matters described in Sections 17-607 and 17-804 of the Delaware Limited Partnership Act).

Section 3.4 Representations of the Parties . Each Party represents and warrants, severally as to only itself and not jointly, to the other Parties as of the Effective Time and as of the Secondary Effective Time:

(a) The applicable Party has been duly formed or incorporated and is validly existing as a limited partnership, limited liability company or corporation, as applicable, in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and perform its obligations under this Agreement and the other documents contemplated herein (the “ Transaction Documents ”) to which it is a party, to own or lease and to operate its properties currently owned or leased or to be owned or leased and to conduct its business. The applicable Party is duly qualified to do business as a foreign corporation, limited liability company or limited partnership, as applicable, and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to be so qualified or registered would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties, taken as a whole, whether or not arising from transactions in the ordinary course of business, of such Party (a “ Material Adverse Effect ”).    

(b) The applicable Party has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party and perform its respective obligations thereunder. All corporate, partnership and limited liability company action, as the case may be, required to be taken by the applicable Party or any of its stockholders, members or partners for the execution and delivery by the applicable Party of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby has been validly taken.

(c) For the applicable Party, each of the Transaction Documents to which it is a party is a valid and legally binding agreement of such Party enforceable against such Party in accordance with its terms; except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided further; that the indemnity, contribution and exoneration provisions contained in any of the Transaction Documents may be limited by applicable laws and public policy.

(d) Neither the execution, delivery and performance of the Transaction Documents by the applicable Party that is a party thereto nor the consummation of the transactions contemplated by the Transaction Documents conflict or will conflict with, or result or will result in, a breach or violation of or a default under (or an event that, with notice or lapse of time or both would constitute such an event), or imposition of any lien, charge or encumbrance upon any property or assets of any of the applicable Party pursuant to, (i) the partnership agreement, limited liability company agreement,

certificate of limited partnership, certificate of formation or conversion, certificate of articles of incorporation, bylaws or other constituent document of the applicable Party, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the applicable Party is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the applicable Party of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Party or any of its properties in a proceeding to which it or its property is a party, except in the case of clause (ii), liens, charges or encumbrances arising under security documents for the collateral pledged under such Party's applicable credit agreements and except in the case of clause (iii), where such breach or violation would not reasonably be expected to have a Material Adverse Effect.

(e) No permit, consent, approval, authorization, order, registration, filing or qualification of or with any court, governmental agency or body having jurisdiction over the applicable Party or any of its properties or assets is required in connection with the execution, delivery and performance of the Transaction Documents by the applicable Party, the execution, delivery and performance by the applicable Party that is a party thereto of its respective obligations under the Transaction Documents or the consummation of the transactions contemplated by the Transaction Documents other than (i) any filing related to the sale of the Common Units under this Agreement with federal or state securities laws authorities, and (ii) consents that have been obtained, except in the case of clause (ii) where the failure to obtain such consent would not reasonably be expected to have a Material Adverse Effect.

(f) No action, suit, proceeding, inquiry or investigation by or before any court or governmental or other regulatory or administrative agency, authority or body or any arbitrator involving the applicable Party or its property is pending or, to the knowledge of the applicable Party, threatened or contemplated that (i) would individually or in the aggregate reasonably be expected to have a material adverse effect on the performance of the Transaction Documents or the consummation of any of the transactions contemplated therein, or (ii) would individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

ARTICLE IV

FURTHER ASSURANCES

From time to time after the Effective Time, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and to do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate (a) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests contributed and assigned

by this Agreement or intended to be so (including any actions required to effect the assignment and conveyance of the Secondary Assets pursuant to Section 5.1 and to obtain the CSLC Lease Renewal, the CSLC approval and the CDFG Approval), and (c) more fully and effectively to carry out the purposes and intent of this Agreement. Further, each Party shall grant to the other Party and their respective agents and representatives access to their respective property after the Effective Time during normal business hours and subject to standard safety and security procedures of the applicable Party for purposes of the operation of their respective businesses, as contemplated hereunder and under the documents referenced herein.

ARTICLE V

SECONDARY ASSETS

Section 5.1 Assignment and Conveyance of Secondary Assets .

(a) Prior to the CSLC Lease Renewal, the Operating Company may request in writing that TRMC assign the Secondary Assets to the Operating Company. Upon TRMC's receipt of such written request, TRMC will act with reasonable diligence, to obtain the CSLC Approval to the transfer of the Wharf Lease as soon as reasonably practicable under terms and procedures consistent with the State of California requirements. In such event, the Parties will act with reasonable diligence to also obtain the contemporaneous CDFG Approval.

(b) Upon TRMC's receipt of the CSLC Approval and the CDFG Approval, TRMC shall assign the Secondary Assets to the Operating Company by appropriate documentation or instruments satisfactory to the Partnership.

(c) To effect the assignment of the Secondary Assets in Section 5.1(b) , the transactions described below shall be deemed to be completed in the following order: (i) TRMC shall contribute the Secondary Assets to the General Partner, (ii) the General Partner shall contribute the Secondary Assets to the Partnership, and (iii) the Partnership shall contribute the Secondary Assets to the Operating Company (or any other subsidiary of the Partnership as determined by the Partnership), each in the same manner and subject to the same provisions (other than there shall be no additional consideration for any such contribution) as provided for the contribution of the other Assets in Article II .

(d) The transactions described in Section 5.1(c) shall be effective as of 8:00 a.m. Central Time on the date no later than five (5) business days after TRMC's receipt of the CSLC Approval and the CDFG Approval (the “Secondary Effective Time”), on which date the Parties shall take the following actions and make the following deliveries as of the Secondary Effective Time:

(i) TRMC shall execute and deliver documents and instruments necessary and appropriate to convey the Secondary Assets directly to the Operating Company in the forms of Exhibit F , as applicable;

(ii) each Party shall have complied in all material respects with each of their respective covenants and agreements contained herein for the Interim Period and each of their representations and warranties contained in this Agreement shall be deemed to have been made again at and as of the Secondary Effective Time (except for TRMC's representations in Section 3.1(a), which shall not be deemed to have been made) and shall then be true and correct, except for such failure of representations and warranties to be true and correct (without regard to any material qualifications contained therein) that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; in that regard, each Party shall deliver a certificate, dated as of the Secondary Effective Time, of an executive officer of that Party certifying as to the matters specified in this Section 5.1(d)(ii) ; and

(iii) the Operating Company shall assume responsibility for all applicable permits, licenses, consent decrees and other regulatory requirements of an owner and operator of the Secondary Assets, including, without limitation, those listed in Section I and II of Exhibit G , and shall promptly thereafter take appropriate action to have them transferred into the name of the Operating Company; provided, however, that the Consent Decree identified in item I.2 of Exhibit G shall not be transferred but the Operating Company shall become a party thereto in accordance with applicable law; and

(iv) each Party shall execute such documents and instruments as shall be reasonably requested by any other Party to effect the assignment and conveyance of the Secondary Assets in accordance with the terms hereof.

Section 5.2 Covenants during Interim Period . During the Interim Period:

(a) TRMC hereby appoints the Operating Company to manage and operate the Secondary Assets in accordance with the terms of the MTUTA;

(b) subject to the MTUTA, TRMC shall maintain the Secondary Assets in as good working order and condition as of the Effective Time, ordinary wear and tear excepted;

(c) TRMC shall advise the Partnership Group promptly in writing of any material change in any document, schedule or other information delivered pursuant to this Agreement related to the Secondary Assets;

(d) TRMC shall file on a timely basis all notices, reports or other filings necessary or required for the continuing operation of Secondary Assets to be filed with or reported to any governmental authority;

(e) TRMC shall file on a timely basis all complete and correct applications or other documents necessary to maintain, renew or extend any permit, variance or any other approval required by any governmental authority necessary or required for the continuing operation of the Secondary Assets whether or not such approval would expire before or after the Secondary Effective Time;

(f) TRMC shall not permit any lien or other encumbrance to be imposed on the Secondary Assets, other than Permitted Liens;

(g) TRMC shall not sell, lease or otherwise dispose of any of the Secondary Assets; and

(h) to the extent TRMC is a lessee under the Wharf Lease and must carry and maintain Pollution Legal Liability Insurance with respect to the Wharf Lease, the Operating Company shall reimburse TRMC for all of those insurance costs.

Section 5.3 Indemnification .

(a) The Operating Company hereby agrees to indemnify, defend and hold harmless TRMC from and against any losses suffered or incurred by TRMC by reason of or arising out of any act or omission of the Operating Company, as applicable, in contravention of the Wharf Lease and occurring after the Effective Time. For the avoidance of doubt, the foregoing indemnification is intended to be in addition to and not in limitation of any indemnification to which TRMC is entitled under Sections 3.1(b) or 3.5(b) of the Amended and Restated Omnibus Agreement and Section 19(a) of MTUTA.

(b) The Parties acknowledge and agree that the Operating Company, as a member of the Partnership Group, is entitled to certain indemnification with respect to the Wharf and SHPL under the terms of the Amended and Restated Omnibus Agreement and nothing in this Section 5.3 shall be construed to limit such indemnification.

Section 5.4 Cooperation on Assignment . The Parties shall cooperate and use commercially reasonable efforts to have the assignment of the Wharf Lease approved by the CSLC at the earliest practicable time consistent with the State of California requirements. In this regard, the Operating Company shall provide such forms of financial security and meet other requirements as may be reasonably required by the CSLC, consistent with the terms of the Wharf Lease or the terms of its renewal.

ARTICLE VI

RESCISSION AND REPURCHASE OPTION

Section 6.1 Rescission .

(a) The Operating Company may rescind the transactions contemplated by this Agreement by written notice to TRMC if the CSLC has issued a final determination, after the exhaustion of all possible administrative appeals within the applicable agency, (i) to refuse to extend and renew the Wharf Lease to allow the

Operating Company to operate the Wharf for the initial ten-year term of the MTUTA, (ii) to refuse to approve the assignment of the Wharf Lease to the Operating Company at the time of the extension of the Wharf Lease (or earlier if the Operating Company requests an assignment pursuant to Section 5.1 ), or (iii) to impose conditions upon an extension and renewal or an assignment of the Wharf Lease that are unacceptable to the Operating Company and not consistent with the current terms thereof (other than increased rent, in accordance with current standards).

(b) Upon TRMC's receipt of the notice specified in Section 6.1(a) :

(i) all Assets will be returned to TRMC;

(ii) Tesoro shall repay the loan specified in Section 2.4(a) to the General Partner;

(iii) the General Partner shall repay the consideration received from the Partnership in Section 2.2 to the Partnership (with the Common Units and General Partner Units immediately cancelled by the Partnership);

(iv) the Parties shall file any documents or instruments necessary or appropriate with federal, state or local governmental authorities to cancel the transactions contemplated by this Agreement, including, but not limited to, conveyance documents related to the Assets to nullify the transactions that occurred on the Effective Date; and

(v) the Parties shall amend or terminate, as applicable, and shall cause all their Affiliates (as defined in the Amended and Restated Omnibus Agreement) to amend or terminate, as applicable, any agreements (or portions of inter-company agreements), that were entered into or amended in connection with the transactions contemplated in this Agreement to be as such agreements existed prior to the Effective Date.

    

(c) Notwithstanding the foregoing in this Section 6.1 , any indemnities that existed in any applicable agreement related to the Assets prior to the Effective Date and before the Operating Company's ownership and operation of the Assets for the period between Effective Date and the date of rescission will survive the rescission.

(d) Any revenues earned and expenses incurred by any Party related to the Assets from the Effective Time through the date of rescission shall not be refunded or reimbursed.

Section 6.2 Repurchase Option .

(a) At least 30 days prior to any expiration or termination of the MTUTA (except for a termination of the MTUTA based on cessation of Refinery operations (as defined in the MTUTA)), TRMC may deliver written notice to the Operating Company of its intent to repurchase the Assets and the Secondary Assets. The

consideration to be paid by TRMC to the Operating Company for such repurchase of the Assets and the Secondary Assets shall be the fair market value of the Assets and the Secondary Assets as determined by the same process as in Section 2.3 of the Amended and Restated Omnibus Agreement.

(b) Upon determination of the applicable Repurchase Price, the Parties shall execute documents and instruments necessary and appropriate to convey the Assets and the Secondary Assets to TRMC, which documents and instruments shall be in form and substance satisfactory to TRMC and the General Partner. Such purchase shall be consummated on a mutually agreeable date within 90 days after the determination of the Repurchase Price.

(c) In addition, the Parties shall use reasonable efforts to obtain the approval of the CSLC to the reassignment of the Wharf Lease to TRMC and the approval of the CDFG of the reissuance of the COFR to TRMC.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Costs . Each Party shall pay its own costs and expenses with respect to the transactions contemplated by this Agreement; except as follows:

(a) the Partnership and TRMC shall each pay one-half of (i) the sales, use and similar taxes arising out of the contributions, conveyances and deliveries to be made under Article II , (ii) all documentary, filing, recording, transfer, deed and conveyance taxes and fees required in connection therewith, (iii) legal fees and costs of McGuireWoods LLP and Latham & Watkins LLP, and (iv) any other customary closing costs associated with the contributions of the Assets and Secondary Assets; and

(b) the Partnership shall pay all of the costs and expenses of the conflicts committee of the board of directors of the General Partner, including, but not limited to, the advisory and legal fees and costs of Andrews Kurth LLP, Hanson Bridgett LLP and Evercore Partners Inc.

Section 7.2 Headings; References; Interpretation . All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, including, without limitation, all Schedules and Exhibits attached hereto, and not to any particular provision of this Agreement. All references herein to Articles, Sections, Schedules and Exhibits shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement and the Schedules and Exhibits attached hereto, and all such Schedules and Exhibits attached hereto are hereby incorporated herein and made a part hereof for all purposes. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word

“including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.

Section 7.3 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

Section 7.4 No Third Party Rights . The provisions of this Agreement are intended to bind the Parties as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies, and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.

Section 7.5 Counterparts . This Agreement may be executed in any number of counterparts (including facsimile or .pdf copies) with the same effect as if all Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

Section 7.6 Applicable Law; Forum, Venue and Jurisdiction . This Agreement shall be construed in accordance with and governed by the laws of the State of Texas, without regard to the principles of conflicts of law. Each of the Parties (a) irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to this Agreement shall be exclusively brought in any federal court of competent jurisdiction situated in the United States District Court for the Western District of Texas, San Antonio Division, or if such federal court declines to exercise or does not have jurisdiction, in the district court of Bexar County, Texas, in each case regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims; (b) irrevocably submits to the exclusive jurisdiction of the United States District Court for the Western District of Texas, San Antonio Division, or if such federal court declines to exercise or does not have jurisdiction, of the district court of Bexar County, Texas in connection with any such claim, suit, action or proceeding; (c) agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (i) it is not personally subject to the jurisdiction of the United States District Court for the Western District of Texas, San Antonio Division, or the district court of Bexar County, Texas, or of any other court to which proceedings in such courts may be appealed, (ii) such claim, suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of such claim, suit, action or proceeding is improper; (d) expressly waives any requirement for the posting of a bond by a party bringing such claim, suit, action or proceeding; and (e) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder or by personal service within or without the State of Texas, and agrees that service in such forms shall constitute good and

sufficient service of process and notice thereof; provided, however, that nothing in clause (e) hereof shall affect or limit any right to serve process in any other manner permitted by law.

Section 7.7 Severability . If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.

Section 7.8 Amendment or Modification . This Agreement may be amended or modified from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face as an amendment to this Agreement. Notwithstanding anything in the foregoing to the contrary, any amendment executed by the Partnership or any of its subsidiaries shall not be effective unless and until the execution of such amendment has been approved by the conflicts committee of the General Partner's board of directors.

Section 7.9 Integration . THIS AGREEMENT AND THE INSTRUMENTS REFERENCED HEREIN SUPERSEDE ALL PREVIOUS UNDERSTANDINGS OR AGREEMENTS AMONG THE PARTIES, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT AND SUCH INSTRUMENTS. THIS AGREEMENT AND SUCH INSTRUMENTS CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO UNDERSTANDING, REPRESENTATION, PROMISE OR AGREEMENT, WHETHER ORAL OR WRITTEN, IS INTENDED TO BE OR SHALL BE INCLUDED IN OR FORM PART OF THIS AGREEMENT UNLESS IT IS CONTAINED IN A WRITTEN AMENDMENT HERETO EXECUTED BY THE PARTIES HERETO AFTER THE DATE OF THIS AGREEMENT.

Section 7.10 Specific Performance . The Parties agree that money damages may not be a sufficient remedy for any breach of this Agreement and that in addition to any other remedy available at law or equity, the Parties shall be entitled to seek specific performance and injunctive or other equitable relief as a remember for any party's breach of this Agreement. The Parties agree that no bond shall be required for any injunctive relief in connection with a breach of this Agreement.

Section 7.11 Deed; Bill of Sale; Assignment . To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the assets and interests referenced herein.

Section 7.12 Notice . All notices or requests or consents provided for by, or permitted to be given pursuant to, this Agreement must be in writing and must be given by depositing same in the United States mail, addressed to the Person to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in person or by facsimile to such Party. Notice given by personal delivery or mail shall be effective upon actual receipt. Notice given by facsimile shall be effective upon actual receipt if received during the recipient's normal business hours or at the beginning of the recipient's next business day after receipt if not received during the recipient's normal business hours. All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the address set forth below or at such other address as such Party may stipulate to the other Parties in the manner provided in this Section 7.12 .

If to the Tesoro or TRMC:

Tesoro Corporation

19100 Ridgewood Parkway

San Antonio, Texas 78259-1828

Attn: Charles S. Parrish

Facsimile: (210) 745-4494

If to the General Partner, the Partnership or the Operating Company:

Tesoro Logistics LP

c/o Tesoro Logistics GP, LLC, its General Partner

19100 Ridgewood Parkway

San Antonio, Texas 78259-1828

Attn: Charles S. Parrish

Facsimile: (210) 745-4494

[Signature Page Follows]

 

IN WITNESS WHEREOF, the Parties to this Agreement have caused it to be duly executed as of the Effective Time.

Exhibit 10.2

AMENDED AND RESTATED OMNIBUS AGREEMENT

This AMENDED AND RESTATED OMNIBUS AGREEMENT (the “ Agreement ”) is entered into on, and effective as of, April 1, 2012, 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 .”

R E C I T A L S:

1.      The Parties executed that certain Omnibus Agreement dated as of April 26, 2011, and amended by that certain Amendment No. 1 to Omnibus Agreement dated as of February 28, 2012 (together, the “ Original Agreement ”).

2.      The Parties desired by their execution of the Original Agreement to evidence their understanding, as more fully set forth in Article II , with respect to certain business opportunities that the Tesoro Entities (as defined herein) will not engage in for so long as the Partnership is an Affiliate of Tesoro.

3.      The Parties desired by their execution of the Original Agreement to evidence their understanding, as more fully set forth in Article III , with respect to certain indemnification obligations of the Parties to each other.

4.      The Parties desired by their execution of the Original Agreement to evidence their understanding, as more fully set forth in Article IV , with respect to the amount to be paid by the Partnership for the centralized corporate services to be performed by the General Partner and its Affiliates (as defined herein) for and on behalf of the Partnership Group (as defined herein).

5.      The Parties desired by their execution of the Original Agreement to evidence their understanding, as more fully set forth in Article V , with respect to certain maintenance capital and other expenditures to be reimbursed by Tesoro Refining and Marketing to the Partnership Group.

6.      The Parties desired by their execution of the Original Agreement to evidence their understanding, as more fully set forth in Article VI , with respect to the Partnership Group's right of first offer with respect to the ROFO Assets (as defined herein).

7.      The Parties desired by their execution of the Original Agreement to evidence their understanding, as more fully set forth in Article VII , with respect to the granting of a license from Tesoro to the Partnership Group and the General Partner.

8 .      The Parties desired by their execution of the Original Agreement to evidence their understanding, as more fully set forth in Article VIII , with respect to the transfer of the

Represented Employees (as defined herein) from Tesoro Refining and Marketing to the General Partner and the Partnership Group's right to use certain vehicles leased by the General Partner.

9 .     The Parties desire to amend and restate the Original Agreement to allow, among other items, for the application of the terms hereof to additional contributions of assets from the Tesoro Entities to the Partnership Group.

In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1      Definitions . As used in this Agreement, the following terms shall have the respective meanings set forth below:

“ Administrative Fee ” is defined in Section 4.1 .

“ Affiliate ” is defined in the Partnership Agreement.

“ Annual Environmental Deductible ” is defined in Section 3.7 .

“ Annual ROW Deductible ” is defined in Section 3.7 .

“ Assets ” means all gathering pipelines, transportation pipelines, storage tanks, trucks, truck racks, terminal facilities, wharves, offices and related equipment, real estate and other assets, or portions thereof, conveyed, contributed or otherwise transferred or intended to be conveyed, contributed or otherwise transferred pursuant to a Contribution Agreement to any member of the Partnership Group, or, with respect to a Contribution Agreement, owned by, leased by or necessary for the operation of the business, properties or assets of any member of the Partnership Group, prior to or as of the applicable Closing Date.

“ Closing Date ” means the applicable date for each Contribution Agreement as set forth on Schedule VII to this Agreement.

“ Conflicts Committee ” is defined in the Partnership Agreement.

“ Contribution Agreement ” means the applicable contribution agreement identified on Schedule VII to this Agreement, together with the applicable additional conveyance documents and instruments contemplated or referenced thereunder.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether (a) through ownership of securities of any class of a Person entitling the holders thereof to vote on a regular basis in the election of members of the board of directors or other governing body of such Person, (b) by contract, or (c) otherwise.

“ Covered Environmental Losses ” is defined in Section 3.1 .

“ Environmental Laws ” means all federal, state, and local laws, statutes, rules, regulations, orders, judgments, ordinances, codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements and rules of common law now or hereafter in effect, relating to pollution or protection of human health and the environment including, without limitation, the federal Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Amendments Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Oil Pollution Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, and other environmental conservation and protection laws, each as amended from time to time.

“ Environmental Permit ” means any permit, approval, identification number, license, registration, consent, exemption, variance or other authorization required under or issued pursuant to any applicable Environmental Law.

“ First Deadline Date ” means the applicable date for each Contribution Agreement set forth on Schedule VII to this Agreement.

“ Hazardous Substance ” means (a) any substance that is designated, defined or classified as a hazardous waste, solid waste, hazardous material, pollutant, contaminant or toxic or hazardous substance, or terms of similar meaning, or that is otherwise regulated under any Environmental Law, including, without limitation, any hazardous substance as defined under the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, and (b) petroleum, oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel, and other refined petroleum hydrocarbons.

“ Identification Deadline ” means the later of (a) the First Deadline Date, and (b) the earlier of (i) the Second Deadline Date and (ii) the occurrence of a Partnership Change of Control.

“ Indemnified Party ” means the Partnership Group or the Tesoro Entities, as the case may be, in its capacity as the party entitled to indemnification in accordance with Article III .

“ Indemnifying Party ” means with respect to a Contribution Agreement, the Partnership Group or the Tesoro Indemnifying Parties, as the case may be, in their respective capacity as the party from whom indemnification may be sought in accordance with Article III .

“ License ” is defined in Section 7.1 .

“ Limited Partner ” is defined in the Partnership Agreement.

“ Losses ” means any losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorney's and expert's fees) of any and every kind or character, known or unknown, fixed or contingent.

“ Marks ” is defined in Section 7.1 .

“ Name ” is defined in Section 7.1 .

“ NuStar Agreement ” means that certain Pipeline Control Center Services Agreement dated December 24, 2002 between Kaneb Pipe Line Operating Partnership, L.P., a Delaware limited partnership, and Tesoro High Plains Pipeline Company, a Delaware corporation.

“ Offer ” is defined in Section 2.3 .

“ Original Agreement ” is defined in the recitals to this Agreement.

“ Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of Tesoro Logistics LP dated as of April 26, 2011.

“ Partnership Change of Control ” means Tesoro ceases to Control the general partner of the Partnership.

“ Partnership Group ” means the Partnership and any of its Subsidiaries, treated as a single consolidated entity.

“ Partnership Group Member ” means any member of the Partnership Group.

“ Partnership Security ” is defined in the Partnership Agreement.

“ Party ” and “ Parties ” are defined in the introduction to this Agreement.

“ Person ” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization association, government agency or political subdivision thereof or other entity.

“ Pipeline Rate Regulatory Agencies ” means the applicable federal, state and local governmental or regulatory agencies having jurisdiction over rates to be charged for services provided with respect to the Assets contributed under a Contribution Agreement.

“ Proposed Transaction ” is defined in Section 6.2(a) .

“ Prudent Industry Practice ” means such practices, methods, acts, techniques, and standards as are in effect at the time in question that are consistent with the higher of (a) the standards generally followed by the United States pipeline and terminalling industries and (b) the standards applied or followed by Tesoro or its Affiliates in the performance of similar tasks or projects, or by the Partnership Group or its Affiliates in the performance of similar tasks or projects.

“ Registration Statement ” means the Registration Statement on Form S-1 filed by the Partnership with the United States Securities and Exchange Commission (Registration No. 333-171525), as amended.

“ Represented Employees ” is defined in Section 8.1(a) .

“ Retained Assets ” means with respect to a particular Contribution Agreement, all gathering pipelines, transportation pipelines, storage tanks, trucks, truck racks, terminal facilities, offices and related equipment, real estate and other related assets, or portions thereof owned by any of the Tesoro Entities that were not directly or indirectly conveyed, contributed or otherwise transferred to the Partnership Group pursuant to that Contribution Agreement or the other documents referred to in that Contribution Agreement, including, for the avoidance of doubt, all gathering pipelines, transportation pipelines, storage tanks, trucks, truck racks, terminal facilities, offices and related equipment, real estate and other related assets, or portions thereof owned by any of the Tesoro Entities and located in Hawaii; provided, however, that once any such assets have been directly or indirectly conveyed, contributed or otherwise transferred to the Partnership Group pursuant to any other Contribution Agreement or the other documents referred to in any other Contribution Agreement, such assets shall not be included in the definition of “Retained Assets” for purposes of the first-referenced Contribution Agreement in this definition with respect to the period on or after the Closing Date under that other Contribution Agreement.

“ ROFO Asset Owner ” means, with respect to a ROFO Asset, the applicable Tesoro Entity set forth opposite such ROFO Asset on Schedule V to this Agreement.

“ ROFO Assets ” means the assets listed on Schedule V to this Agreement.

“ ROFO Notice ” is defined in Section 6.2(a) .

“ ROFO Period ” is defined in Section 6.1(a) .

“ ROFO Response ” is defined in Section 6.2(a) .

“ Second Deadline Date ” means the applicable date for each Contribution Agreement as set forth on Schedule VII to this Agreement.

“ Schedules ” means Schedules I through VII attached to this Agreement, as may be amended and restated pursuant to Section 9.2.

“ Subject Assets ” is defined in Section 2.2(c) .

“ Subsidiary ” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors, managers or other governing body of such Person.

“ Tesoro Entities ” means Tesoro and any Person Controlled, directly or indirectly, by Tesoro other than the General Partner or a member of the Partnership Group; and “ Tesoro Entity ” means any of the Tesoro Entities.

“ Tesoro Indemnifying Parties ” is defined in Section 3.1(a) .

“ Tesoro Indemnified Parties ” is defined in Section 3.4 .

“ Third Deadline Date ” means the applicable date for each Contribution Agreement as set forth on Schedule VII to this Agreement.

“ Transfer ” means to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of, whether in one or a series of transactions.

ARTICLE II

BUSINESS OPPORTUNITIES

2.1      Restricted Activities . Except as permitted by Section 2.2 , the General Partner and each of the Tesoro Entities shall be prohibited from owning, operating, engaging in, acquiring, or investing in any business that owns or operates crude oil or refined products pipelines, terminals or storage facilities in the United States.

2.2      Permitted Exceptions . Notwithstanding any provision of Section 2.1 to the contrary, the Tesoro Entities may engage in the following activities under the following circumstances:

(a) the ownership and/or operation of any of the Retained Assets (including replacements or expansions of the Retained Assets);

(b) the acquisition, ownership or operation of any logistics asset, including, without limitation, any crude oil or refined products pipeline, terminal or storage facility, that is acquired or constructed by a Tesoro Entity and that is (i) within, directly connected to, substantially dedicated to, or an integral part of, any refinery owned, acquired or constructed by a Tesoro Entity or (ii) acquired or constructed by a Tesoro Entity to replace an Asset of the Partnership Group that no longer provides services to any Tesoro Entity due to the occurrence of a force majeure event under a commercial contract between one or more Tesoro Entities and one or more members of the Partnership Group that prevents the Partnership Group from providing services under such commercial contract;

(c) the acquisition, ownership or operation of any asset or group of related assets used in the activities described in Section 2.1 that are acquired or constructed by a Tesoro Entity after April 26, 2011 (the “ Subject Assets ”) if:

(i) the fair market value of the Subject Assets (as determined in good faith by the Board of Directors, or other governing body, of the Tesoro Entity that will own the Subject Assets) is less than $5 million at the time of such acquisition by the Tesoro Entity or completion of construction, as the case may be; or

(ii) in the case of an acquisition or the construction of Subject Assets with a fair market value (as determined in good faith by the Board of Directors, or other governing body, of the Tesoro Entity that will own the Subject Assets) equal to or greater than $5 million at the time of such acquisition by a Tesoro Entity or the completion of construction, as applicable, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3 and the Partnership has elected not to purchase the Subject Assets; and

(d) the ownership of equity interests in the General Partner and the Partnership Group.

2.3      Procedures .

(a) If a Tesoro Entity acquires or constructs Subject Assets as described in Section 2.2(c)(ii) , then not later than six months after the consummation of the acquisition or the completion of construction by such Tesoro Entity of the Subject Assets, as the case may be, the Tesoro Entity shall notify the General Partner in writing of such acquisition or construction and offer the Partnership Group the opportunity to purchase such Subject Assets in accordance with this Section 2.3 (the “ Offer ”). The Offer shall set forth the terms relating to the purchase of the Subject Assets and, if any Tesoro Entity desires to utilize the Subject Assets, the Offer will also include the terms on which the Partnership Group will provide services to the Tesoro Entity to enable the Tesoro Entity to utilize the Subject Assets. As soon as practicable, but in any event within 60 days after receipt of the Offer, the General Partner shall notify the Tesoro Entity in writing that either (i) the General Partner has elected not to cause a Partnership Group Member to purchase the Subject Assets, in which event the Tesoro Entity shall be forever free to continue to own or operate such Subject Assets, or (ii) the General Partner has elected to cause a Partnership Group Member to purchase the Subject Assets, in which event the procedures outlined in the remainder of this Section 2.3 shall apply.

(b) If the Tesoro Entity and the General Partner are able to agree on the fair market value of the Subject Assets that are subject to the Offer and the other terms of the Offer including, without limitation, the terms, if any, on which the Partnership Group will provide services to the Tesoro Entity to enable the Tesoro Entity to utilize the Subject Assets, within 60 days after receipt by the General Partner of the Offer, a Partnership Group Member shall purchase the Subject Assets for the agreed upon fair market value as soon as commercially practicable after such agreement has been reached and, if applicable, enter into an agreement with the Tesoro Entity to provide services in a manner consistent with the Offer.

(c) If the Tesoro Entity and the General Partner are unable to agree on the fair market value of the Subject Assets that are subject to the Offer or the other terms of the Offer including, if applicable, the terms on which the Partnership Group will provide services to the Tesoro Entity to enable the Tesoro Entity to utilize the Subject Assets, within 60 days after receipt by the General Partner of the Offer, the Tesoro Entity and the General Partner will engage a mutually agreed upon, nationally recognized investment banking firm to determine the fair market value of the Subject Assets and any other terms on which the Partnership Group and the Tesoro Entity are unable to agree. The investment banking firm will determine the fair market value of the Subject Assets and any other terms on which the Partnership Group and the

Tesoro Entity are unable to agree within 30 days of its engagement and furnish the Tesoro Entity and the General Partner its determination. The fees of the investment banking firm will be split equally between the Tesoro Entity and the Partnership Group. Once the investment banking firm has submitted its determination of the fair market value of the Subject Assets and any other terms on which the Partnership Group and the Tesoro Entity are unable to agree, the General Partner will have the right, but not the obligation to cause a Partnership Group Member to purchase the Subject Assets pursuant to the Offer, as modified by the determination of the investment banking firm. If the General Partner elects to cause a Partnership Group Member to purchase the Subject Assets, then the Partnership Group Member shall purchase the Subject Assets under the terms of the Offer, as modified by the determination of the investment banking firm as soon as commercially practicable after such determination and, if applicable, enter into an agreement with the Tesoro Entity to provide services in a manner consistent with the Offer, as modified by the determination of the investment banking firm.

2.4      Scope of Prohibition . Except as provided in this Article II and the Partnership Agreement, each Tesoro Entity shall be free to engage in any business activity, including those that may be in direct competition with any Partnership Group Member.

2.5      Enforcement . The Tesoro Entities agree and acknowledge that the Partnership Group does not have an adequate remedy at law for the breach by the Tesoro Entities of the covenants and agreements set forth in this Article II , and that any breach by the Tesoro Entities of the covenants and agreements set forth in this Article II would result in irreparable injury to the Partnership Group. The Tesoro Entities further agree and acknowledge that any Partnership Group Member may, in addition to the other remedies which may be available to the Partnership Group, file a suit in equity to enjoin the Tesoro Entities from such breach, and consent to the issuance of injunctive relief under this Agreement.

ARTICLE III

INDEMNIFICATION

3.1      Environmental Indemnification .

(a) Subject to Section 3.2 and Section 3.7 and with respect to Assets conveyed, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “ Tesoro Indemnifying Parties ”), severally and not jointly, shall indemnify, defend and hold harmless the Partnership Group from and against any Losses suffered or incurred by the Partnership Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of:

(i) any violation or correction of violation of Environmental Laws;

(ii) any event, condition or environmental matter associated with or arising from the ownership or operation of the Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations)including, without limitation, (A) the cost and expense of any investigation, assessment,

evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work;

(iii) any event, condition or environmental matter or legal action pending as of the Closing Date against the Tesoro Entities, a true and correct summary of which with respect to Assets conveyed, contributed or otherwise transferred pursuant to a particular Contribution Agreement is described on Schedule I to this Agreement; and

(iv) any event, condition or environmental matter associated with or arising from the Retained Assets, whether occurring before or after the Closing Date;

provided , however , that with respect to any violation under Section 3.1(a)(i) or any event, condition or environmental matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Assets conveyed, contributed or otherwise transferred pursuant to a particular Contribution Agreement, the Tesoro Indemnifying Parties will be obligated to indemnify the Partnership Group only to the extent that such violation, event, condition or environmental matter (x) occurred before the Closing Date for that Contribution Agreement under then-applicable Environmental Laws and (y)(i) such violation, event, condition or environmental matter is set forth on Schedule II to this Agreement or (ii) Tesoro is notified in writing of such violation, event, condition or environmental matter prior to the applicable Identification Deadline ( Sections 3.1(a)(i) through (iv) collectively, with respect to that Contribution Agreement being “ Covered Environmental Losses ”).

(b) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Entities from and against any Losses suffered or incurred by the Tesoro Entities, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of:

(i) any violation or correction of violation of Environmental Laws associated with or arising from the ownership or operation of the Assets; and

(ii) any event, condition or environmental matter associated with or arising from the ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work;

and regardless of whether such violation under Section 3.1(b)(i) or such event, condition or environmental matter included under Section 3.1(b)(ii) occurred before or after the Closing Date, in each case, to the extent that any of the foregoing are not Covered Environmental Losses for

which the Partnership Group is entitled to indemnification from the Tesoro Indemnifying Parties under this Article III without giving effect to the Annual Environmental Deductible.

3.2      Right of Way Indemnification . Subject to Section 3.7 and any applicable limitations set forth in Schedule VII with respect to Assets conveyed, contributed or otherwise transferred pursuant to a particular Contribution Agreement, and with respect to Assets conveyed, contributed or otherwise transferred pursuant to a particular Contribution Agreement, each of the Tesoro Indemnifying Parties, severally and not jointly, shall indemnify, defend and hold harmless the Partnership Group from and against any Losses suffered or incurred by the Partnership Group by reason of or arising out of (a) the failure of the applicable Partnership Group Member (or other party specified on Schedule VII) to be the owner of such valid and indefeasible easement rights or fee ownership or leasehold interests in and to the lands on which any crude oil or refined products pipeline or related pump station, wharf, storage tank, terminal or truck rack or any related facility or equipment conveyed or contributed to the applicable Partnership Group Member on the applicable Closing Date is located as of the Closing Date, and such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Tesoro Entity immediately prior to the Closing Date; (b) the failure of the applicable Partnership Group Member to have the consents, licenses and permits necessary to allow any such pipeline referred to in clause (a) of this Section 3.2 to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the Closing Date, and such failure renders the Partnership Group liable to a third party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Tesoro Entity immediately prior to the Closing Date; and (c) the cost of curing any condition set forth in clause (a) or (b) of this Section 3.2 that does not allow any Asset to be operated in accordance with Prudent Industry Practice, in each case to the extent that Tesoro is notified in writing of any of the foregoing prior to the Identification Deadline.

3.3      Pipeline Control Center Services Indemnification and Related Matters . With respect to the Assets contributed pursuant to the “Initial Contribution Agreement” set forth on Schedule VII , Tesoro Refining and Marketing shall indemnify, defend and hold harmless the Partnership Group from and against any Losses suffered or incurred by the Partnership Group during the period commencing on the Closing Date and ending on April 26, 2016, in excess of $15,000 per month as a result of (a) the non-renewal or failure to extend the terms of the NuStar Agreement beyond December 31, 2012, (b) an increase in the service fee described in Section 2.1 of the NuStar Agreement or (c) the cost and expense of any third-party service provider or operator or any Tesoro Entity providing control and monitoring functions (including, but not limited to pipeline scheduling, leak detection, reconciliation of oil transfer tickets, data reporting, customer support, SCADA systems support, satellite communication, compliance and regulatory services, general technical support and operations, maintenance and emergency response manuals) on or for the High Plains pipeline system, provided , however , that Tesoro Refining and Marketing shall not be required to indemnify, defend and hold harmless the Partnership Group from and against any Losses suffered or incurred by the Partnership Group pursuant to this Section 3.3 in excess of $2,500,000. If the Partnership Group fails to extend the term of the NuStar Agreement beyond December 31, 2012 or is unable to procure the services of a third-party service provider or operator or any Tesoro Entity to provide control and monitoring services, the Partnership Group may request in writing that Tesoro Refining and Marketing

construct a control room that is adequate to enable the Partnership Group to control and monitor the High Plains pipeline system in accordance with Prudent Industry Practice for the sole purposes of providing such services. In the event of such request, Tesoro Refining and Marketing shall, within 30 days of receipt of such request, notify the Partnership Group of (i) its intent to, and shall use commercially reasonable efforts to, promptly construct or (ii) its intent to, and shall, bear the cost of constructing, a control room, subject to a maximum amount of $2,500,000 less any amounts previously paid to the Partnership Group under this Section 3.3.

 

3.4      Represented Employees . With respect to Assets conveyed, contributed or otherwise transferred pursuant to a particular Contribution Agreement, and if applicable, the General Partner shall indemnify, defend and hold harmless each of the Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “ Tesoro Indemnified Parties ”) from and against any Losses suffered or incurred by the Tesoro Indemnified Parties by reason of or arising out of the transfer of the Represented Employees to the General Partner pursuant to Section 8.1 and the employment of the Represented Employees by the General Partner, including any Losses suffered or incurred resulting from actions taken, or liabilities incurred by the Tesoro Indemnified Parties with respect to the Represented Employees in connection with applicable collective bargaining agreements covering such Represented Employees.

3.5      Additional Indemnification .

(a) In addition to and not in limitation of the indemnification provided under Sections 3.1(a) , 3.2 , and 3.3 and with respect to a respective Contribution Agreement, each of the Tesoro Indemnifying Parties, severally and not jointly, shall indemnify, defend, and hold harmless the Partnership Group from and against any Losses suffered or incurred by the Partnership Group by reason of or arising out of (i) events and conditions associated with the ownership or operation of the Assets and occurring before the applicable Closing Date (other than Covered Environmental Losses, which are provided for under Sections 3.1 , and those Losses provided for under Section 3.2 ) to the extent that Tesoro is notified in writing of any of the foregoing prior to the Third Deadline Date, (ii) any pending (as of the applicable Closing Date) legal actions against the Tesoro Entities set forth on Schedule III to this Agreement, (iii) events and conditions associated with the Retained Assets and whether occurring before or after the Closing Date, (iv) the failure to obtain any necessary consent from the Pipeline Rate Regulatory Agencies, if applicable, and (v) all federal, state and local income tax liabilities attributable to the ownership or operation of the Assets prior to the Closing Date, including under Treasury Regulation Section 1.1502-6 (or any similar provision of state or local law), and any such income tax liabilities of the Tesoro Entities that may result from the consummation of the formation transactions for the Partnership Group and the General Partner occurring on or prior to the Closing Date.

(b) In addition to and not in limitation of the indemnification provided under Section 3.1(b) or 3.4 or the Partnership Agreement, the Partnership Group shall indemnify, defend, and hold harmless the Tesoro Entities from and against any Losses suffered or incurred by the Tesoro Entities by reason of or arising out of events and conditions associated with the ownership or operation of the Assets and occurring after the Closing Date (other than Covered Environmental Losses which are provided for under Section 3.1 ), unless such indemnification

would not be permitted under the Partnership Agreement by reason of one of the provisos contained in Section 7.7(a) of the Partnership Agreement.

3.6      Indemnification Procedures .

(a) The Indemnified Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification under this Article III , it will provide notice thereof in writing to the Indemnifying Party, specifying the nature of and specific basis for such claim.

(b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article III , including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or any matter or any issues relating thereto; provided , however , that no such settlement shall be entered into without the consent of the Indemnified Party unless it includes a full release of the Indemnified Party from such claim.

(c) The Indemnified Party agrees to cooperate in good faith and in a commercially reasonable manner with the Indemnifying Party, with respect to all aspects of the defense of any claims covered by the indemnification under this Article III , including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense, the making available to the Indemnifying Party of any employees of the Indemnified Party and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Party; provided , however , that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records, and other information furnished by the Indemnified Party pursuant to this Section 3.6 . In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article III ; provided , however , that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense.

(d) In determining the amount of any Losses for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party as a result of such claim and (ii) all amounts recovered by the Indemnified Party under contractual indemnities from third Persons.

3.7      Limitations Regarding Indemnification .

(a) The Tesoro Indemnifying Parties shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the Partnership Group for a Covered Environmental Loss under Section 3.1(a)(ii) until such time as the aggregate amount of all Covered Environmental Losses in such calendar year exceeds $400,000 (the “ Annual Environmental Deductible ”), at which time the Tesoro Indemnifying Parties shall be obligated to indemnify the Partnership Group for the amount of Covered Environmental Losses under Section 3.1(a)(ii) that are in excess of the Annual Environmental Deductible that are incurred by the Partnership Group in such calendar year. The Tesoro Indemnifying Parties shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the Partnership Group for any individual Loss under Section 3.2 until such time as the aggregate amount of all Losses under Section 3.2 that are in such calendar year exceeds $400,000 (the “ Annual ROW Deductible ”), at which time the Tesoro Indemnifying Parties shall be obligated to indemnify the Partnership Group for all Losses under Section 3.2 in excess of the Annual ROW Deductible that are incurred by the Partnership Group in such calendar year.

(b) With respect to Sections 3.1 , 3.2 and 3.5(a) , each of the Tesoro Indemnifying Parties shall only be required to indemnify the Partnership Group for Covered Environmental Losses under Section 3.1 , Losses under Section 3.2 or Losses under Section 3.5(a) incurred in connection with or related to Assets conveyed, contributed or otherwise transferred to the Partnership Group by such Tesoro Indemnifying Party .

(c) For the avoidance of doubt, there is no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article III .

 

(d) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY'S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT.

ARTICLE IV

CORPORATE SERVICES

6.1 General .

  

(a) Tesoro agrees to provide, and agrees to cause its Affiliates to provide, on behalf of the General Partner, for the Partnership Group's benefit all of the centralized corporate services that Tesoro and its Affiliates have traditionally provided in connection with the Assets including, without limitation, the general and administrative services listed on Schedule IV to this Agreement. As consideration for such services, the Partnership will pay Tesoro an administrative fee (the “ Administrative Fee ”) of $2.5 million per year, payable in equal monthly installments on or before the tenth business day of each month, commencing in the first month following the Closing Date. The Administrative Fee for the 2011 fiscal year will be prorated based on the number of days from the Closing Date to December 31, 2011. Tesoro may increase or decrease the Administrative Fee on each April 26 of each subsequent year, commencing on

April 26, 2013, by a percentage equal to the change in the Consumer Price Index - All Urban Consumers, U.S. City Average, Not Seasonally Adjusted over the previous 12 calendar months or to reflect any increase in the cost of providing centralized corporate services to the Partnership Group due to changes in any law, rule or regulation applicable to Tesoro or the Partnership Group, including any interpretation of such laws, rules or regulations.

 

(b) At the end of each calendar year, the Partnership will have the right to submit to Tesoro a proposal to reduce the amount of the Administrative Fee for that year if the Partnership believes, in good faith, that the centralized corporate services performed by Tesoro and its Affiliates for the benefit of the Partnership Group for the year in question do not justify payment of the full Administrative Fee for that year. If the Partnership submits such a proposal to Tesoro, Tesoro agrees that it will negotiate in good faith with the Partnership to determine if the Administrative Fee for that year should be reduced and, if so, the amount of such reduction. If the Parties agree that the Administrative Fee for that year should be reduced, then Tesoro shall promptly pay to the Partnership the amount of any reduction for that year.

(c) The Partnership Group shall reimburse Tesoro for all other direct or allocated costs and expenses incurred by Tesoro and its Affiliates on behalf of the Partnership Group, including, but not limited to the following; provided, however, that the costs and expenses described in subsections (i) through (vi) below shall not apply with respect to employees of the General Partner, Tesoro or its Affiliates that are providing the services listed on Schedule IV:

(i) salaries of employees of the General Partner, Tesoro or its Affiliates, to the extent, but only to the extent, such employees perform services for the Partnership Group, provided that for employees that do not devote all of their business time to the Partnership Group, such expenses shall be based on the annual weighted average of time spent and number of employees devoting services to the Partnership Group;

(ii) except as otherwise provided in Section 4.1(c)(vi) below, the cost of employee benefits relating to employees of the General Partner, Tesoro or its Affiliates, including 401(k), pension, bonuses and health insurance benefits (but excluding Tesoro stock-based compensation expense), to the extent, but only to the extent, such employees perform services for the Partnership Group, provided that for employees that do not devote all of their business time to the Partnership Group, such expenses shall be based on the annual weighted average of time spent and number of employees devoting their services to the Partnership Group

(iii) any expenses incurred or payments made by Tesoro or its Affiliates for insurance coverage with respect to the Assets or the business of the Partnership Group;

(iv) all expenses and expenditures incurred by Tesoro or its Affiliates as a result of the Partnership becoming and continuing as a publicly traded entity, including, but not limited to, costs associated with annual and quarterly reports, independent auditor fees, partnership governance and compliance, registrar and transfer agent fees, tax return and Schedule K-1 preparation and distribution, legal fees and independent director compensation;

(v) all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the services provided by Tesoro and its Affiliates to the Partnership Group pursuant to Section 4.1(a) ; and

(vi) any severance or similar amounts (“ Severance Amounts ”) due to the President of the General Partner or the Vice President, Logistics of the General Partner in the event of a Change of Control (or similar term, in each case as defined in the applicable management stability agreement) of Tesoro under the terms of their respective management stability agreements with Tesoro, provided that such reimbursement shall be based on the percentage of time spent by such employee on the business of the Partnership Group during the last completed payroll period immediately preceding the date of such Change of Control. Notwithstanding anything in this Agreement to the contrary, in no event will the Partnership Group reimburse Tesoro for, or otherwise in any way be responsible for, (A) any Severance Amounts due to any employee of the General Partner, Tesoro or its Affiliates (other than the President of the General Partner or the Vice President, Operations of the General Partner) in the event of a Change of Control (or similar term, in each case as defined in the applicable Employment Agreement) of Tesoro, or (B) any Tesoro stock-based compensation expense related to accelerated vesting of Tesoro equity awards. For the purposes of this Section 4.1(c)(vi) , the term “ Employment Agreement ” shall include any employment agreement, management stability agreement or similar agreement between Tesoro and any employee of the General Partner, Tesoro or its Affiliates.

Such reimbursements shall be made on or before the tenth business day of the month following the month such costs and expenses are incurred, other than reimbursements solely related to bonuses for employees of the General Partner, which shall be reimbursed on or prior to the last business day of the month that such bonuses are paid. For the avoidance of doubt, the costs and expenses set forth in Section 4.1(c) shall be paid by the Partnership Group in addition to, and not as a part of or included in, the Administrative Fee.

ARTICLE V

CAPITAL AND OTHER EXPENDITURES

 

5.1 Reimbursement of Maintenance Capital and Other Expenditures . Tesoro Refining and Marketing will reimburse the Partnership Group on a dollar-for-dollar basis, without duplication, for each of the following:

(a) during the period commencing on April 26, 2011 and ending on the Second Deadline Date, expenses incurred by the Partnership Group solely in order to comply with vapor recovery or combustion and spill containment requirements associated with the Assets;

(b) expenses incurred by the Partnership Group for repairs and maintenance to storage tanks included as part of the Assets and expenses that are made solely in order to comply with current minimum standards under (i) the U.S. Department of Transportation's Pipeline Integrity Management Rule 49 CFR 195.452 and (ii) American Petroleum Institute (API) Standard 653 for Aboveground Storage Tanks, but only if and to the extent that such repairs and

maintenance are identified before, during or as a result of the first scheduled API 653 inspections that occur after the Closing Date; and

(c) those certain capital and expense projects related to the Assets and described on Schedule VI to this Agreement.

ARTICLE VI

RIGHT OF FIRST OFFER

6.1 Right of First Offer to Purchase Certain Assets retained by Tesoro Entities .

(a) Each ROFO Asset Owner hereby grants to the Partnership Group a right of first offer until April 26, 2021 (the “ ROFO Period ”) on any ROFO Asset set forth next to such ROFO Asset Owner's name on Schedule V to this Agreement to the extent that such ROFO Asset Owner proposes to Transfer any ROFO Asset (other than to an Affiliate who agrees in writing that such ROFO Asset remains subject to the provisions of this Article VI and such Affiliate assumes the obligations under this Article VI with respect to such ROFO Asset) or enter into any agreement to do any of the foregoing during the ROFO Period.

(b) The Parties acknowledge that any Transfer of ROFO Assets pursuant to the Partnership Group's right of first offer is subject to the terms of all existing agreements with respect to the ROFO Assets; provided , however , that Tesoro represents and warrants that, to its knowledge after reasonable investigation, there are no terms in such agreements that would materially impair the rights granted to the Partnership Group pursuant to this Article VI with respect to any ROFO Asset.

6.2 Procedures .

(a) In the event a ROFO Asset Owner proposes to Transfer any applicable ROFO Asset (other than to an Affiliate) during the ROFO Period (a “ Proposed Transaction ”), such ROFO Asset Owner shall, prior to entering into any such Proposed Transaction, first give notice in writing to the Partnership Group (the “ ROFO Notice ”) of its intention to enter into such Proposed Transaction. The ROFO Notice shall include any material terms, conditions and details as would be necessary for a Partnership Group Member to make a responsive offer to enter into the Proposed Transaction with the applicable ROFO Asset Owner, which terms, conditions and details shall at a minimum include any terms, condition or details that such ROFO Asset Owner would propose to provide to non-Affiliates in connection with the Proposed Transaction. The Partnership Group shall have 60 days following receipt of the ROFO Notice to propose an offer to enter into the Proposed Transaction with such ROFO Asset Owner (the “ ROFO Response ”). The ROFO Response shall set forth the terms and conditions (including, without limitation, the purchase price the applicable Partnership Group Member proposes to pay for the ROFO Asset and the other terms of the purchase including, if requested by a Tesoro Entity, the terms on which the Partnership Group Member will provide services to the Tesoro Entity to enable the Tesoro Entity to utilize the applicable ROFO Asset) pursuant to which the Partnership Group would be willing to enter into a binding agreement for the Proposed Transaction. The decision to issue the ROFO Response and the terms of the ROFO Response shall be subject to approval by the Conflicts Committee. If no ROFO Response is delivered

by the Partnership Group within such 60-day period, then the Partnership Group shall be deemed to have waived its right of first offer with respect to such ROFO Asset.

(b) Unless the ROFO Response is rejected pursuant to written notice delivered by the applicable ROFO Asset Owner to the applicable Partnership Group Member within 60 days of the delivery of the ROFO Response, such ROFO Response shall be deemed to have been accepted by the applicable ROFO Asset Owner and such ROFO Asset Owner shall enter into an agreement with the applicable Partnership Group Member providing for the consummation of the Proposed Transaction upon the terms set forth in the ROFO Response and, if applicable, the Partnership Group Member will enter into an agreement with the Tesoro Entity setting forth the terms on which the Partnership Group Member will provide services to the Tesoro Entity to enable the Tesoro Entity to utilize the ROFO Asset. Unless otherwise agreed between the applicable Tesoro Entity and Partnership Group Member, the terms of the purchase and sale agreement will include the following:

(i) the Partnership Group Member will deliver the agreed purchase price (in cash, Partnership Securities, an interest-bearing promissory note, or any combination thereof);

(ii) the applicable ROFO Asset Owner will represent that it has title to the ROFO Assets that is sufficient to operate the ROFO Assets in accordance with their intended and historical use, subject to all recorded matters and all physical conditions in existence on the closing date for the purchase of the applicable ROFO Asset, plus any other such matters as the Partnership Group Member may approve. If the Partnership Group Member desires to obtain any title insurance with respect to the ROFO Asset, the full cost and expense of obtaining the same (including but not limited to the cost of title examination, document duplication and policy premium) shall be borne by the Partnership Group Member;

(iii) the applicable ROFO Asset Owner will grant to the Partnership Group Member the right, exercisable at the Partnership Group Member's risk and expense prior to the delivery of the ROFO Response, to make such surveys, tests and inspections of the ROFO Asset as the Partnership Group Member may deem desirable, so long as such surveys, tests or inspections do not damage the ROFO Asset or interfere with the activities of the applicable ROFO Asset Owner;

 

(iv) the closing date for the purchase of the ROFO Asset shall occur no later than 180 days following receipt by ROFO Asset Owner of the ROFO Response pursuant to Section 6.2(a) ;

(v) the applicable ROFO Asset Owner and Partnership Group Member shall use commercially reasonable efforts to do or cause to be done all things that may be reasonably necessary or advisable to effectuate the consummation of any transactions contemplated by this Section 6.2(b) , including causing its respective Affiliates to execute, deliver and perform all documents, notices, amendments, certificates, instruments and consents required in connection therewith; and

(vi) neither the applicable ROFO Asset Owner nor the applicable Partnership Group Member shall have any obligation to sell or buy the applicable ROFO Asset if any of the consents referred to in Section 6.1(b)(v) has not been obtained.

 

(c) If the Partnership Group has not timely delivered a ROFO Response as specified above with respect to a Proposed Transaction that is subject to a ROFO Notice, the applicable ROFO Asset Owner shall be free to enter into a Proposed Transaction with any third party on terms and conditions no more favorable to such third party than those set forth in the ROFO Notice. If a ROFO Response with respect to any Proposed Transaction is rejected by the applicable ROFO Asset Owner, such ROFO Asset Owner shall be free to enter into a Proposed Transaction with any third party (i) on terms and conditions (excluding those relating to price) that are not more favorable in the aggregate to such third party than those proposed in respect of the Partnership Group in the ROFO Response and (ii) at a price equal to no less than 100% of the price offered by the applicable Partnership Group Member in the ROFO Response to such ROFO Asset Owner.

ARTICLE VII

LICENSE OF NAME AND MARK

7.1 Grant of License . Upon the terms and conditions set forth in this Article VII , Tesoro hereby grants and conveys to each of the entities currently or hereafter comprising a part of the Partnership Group a nontransferable, nonexclusive, royalty-free right and license (“ License ”) to use the name “Tesoro” (the “ Name ”) and any other trademarks owned by Tesoro which contain the Name (collectively, the “ Marks ”).

7.2 Ownership and Quality . The Partnership agrees that ownership of the Name and the Marks and the goodwill relating thereto shall remain vested in Tesoro both during the term of this License and thereafter, and the Partnership further agrees, and agrees to cause the other members of the Partnership Group, never to challenge, contest or question the validity of Tesoro's ownership of the Name and Marks or any registration thereto by Tesoro. In connection with the use of the Name and the Mark, the Partnership and any other member of the Partnership Group shall not in any manner represent that they have any ownership in the Name and the Marks or registration thereof except as set forth herein, and the Partnership, on behalf of itself and the other members of the Partnership Group, acknowledge that the use of the Name and the Marks shall not create any right, title or interest in or to the Name and the Mark, and all use of the Name and the Marks by the Partnership or any other member of the Partnership Group, shall inure to the benefit of Tesoro. The Partnership agrees, and agrees to cause the other members of the Partnership Group, to use the Name and Marks in accordance with such quality standards established by Tesoro and communicated to the Partnership from time to time, it being understood that the products and services offered by the members of the Partnership Group immediately before the Closing Date are of a quality that is acceptable to Tesoro and justifies the License.

7.3 Termination . The License shall terminate upon a termination of this Agreement pursuant to Section 9.4 .

ARTICLE VIII

REPRESENTED EMPLOYEES; VEHICLE LEASES

8.1 Transfer of Represented Employees . The Parties acknowledge and agree that certain Tesoro Refining and Marketing employees then covered by collective bargaining agreements with Tesoro Refining and Marketing existing as of a Closing Date (the “ Represented Employees ”) have been or will be transferred to and shall become employees of the General Partner on or before the end of the fiscal year in which that Closing Date occurred. The Parties agree to cooperate and shall take all action necessary to effectuate such transfer and shall comply with the terms of the applicable collective bargaining agreements with respect to the Represented Employees.

8.2 Vehicle Leases . The Parties acknowledge and agree that the members of the Partnership Group shall have the right to use any vehicles leased by the General Partner for use in the operation of the Partnership Group's business.

ARTICLE IX

MISCELLANEOUS

9.1 Choice of Law; Submission to Jurisdiction . This Agreement shall be subject to and governed by the laws of the State of Texas, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. Each Party hereby submits to the jurisdiction of the state and federal courts in the State of Texas and to venue in San Antonio, Texas.

9.2 Notice . All notices or requests or consents provided for by, or permitted to be given pursuant to, this Agreement must be in writing and must be given by depositing same in the United States mail, addressed to the Person to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in person or by facsimile to such Party. Notice given by personal delivery or mail shall be effective upon actual receipt. Notice given by facsimile shall be effective upon actual receipt if received during the recipient's normal business hours or at the beginning of the recipient's next business day after receipt if not received during the recipient's normal business hours. All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the address set forth below or at such other address as such Party may stipulate to the other Parties in the manner provided in this Section 9.2 .

If to the Tesoro Entities:

Tesoro Corporation

19100 Ridgewood Parkway

San Antonio, Texas 78259-1828

Attn: Charles S. Parrish

Facsimile: (210) 745-4494

If to the Partnership Group:

Tesoro Logistics LP

c/o Tesoro Logistics GP, LLC, its General Partner

19100 Ridgewood Parkway

San Antonio, Texas 78259-1828

Attn: Charles S. Parrish

Facsimile: (210) 745-4494

9.3 Entire Agreement . This Agreement together with the Schedules attached hereto (which are incorporated herein by reference) constitute the entire agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.

9.4 Termination of Agreement . This Agreement, other than the provisions set forth in Article III hereof, may be terminated by Tesoro or the Partnership upon a Partnership Change of Control. For the avoidance of doubt, the Parties' indemnification obligations under Article III shall survive the termination of this Agreement in accordance with their respective terms.

9.5 Amendment or Modification . This Agreement may be amended or modified from time to time only by the written agreement of all the Parties hereto. Each such instrument shall be reduced to writing and shall be designated on its face an “Amendment” or an “Addendum” to this Agreement.

9.6 Assignment . No Party shall have the right to assign its rights or obligations under this Agreement without the consent of the other Parties hereto; provided , however , that the Partnership may make a collateral assignment of this Agreement solely to secure working capital financing for the Partnership.

9.7 Counterparts . This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission or in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart hereof.

9.8 Severability . If any provision of this Agreement shall be held invalid or unenforceable by a court or regulatory body of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

9.9 Further Assurances . In connection with this Agreement and all transactions contemplated by this Agreement, each signatory party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

9.10 Rights of Limited Partners . The provisions of this Agreement are enforceable solely by the Parties to this Agreement, and no Limited Partner of the Partnership shall have the right, separate and apart from the Partnership, to enforce any provision of this Agreement or to compel any Party to this Agreement to comply with the terms of this Agreement.

9.11 Amendment and Restatement . This Agreement amends and restates the Original Agreement in its entirety and the Parties agree that the terms and provisions of this Agreement replace the terms and provisions of the Original Agreement, which is no longer in force, as of the date hereof.

9.12 Amendment of Schedules . The Parties may amend and restate the Schedules at any time without otherwise amending or restating this Agreement by the execution by all of the Parties of a cover page to the amended Schedules in the form attached hereto as Exhibit A. Such amended and restated Schedules shall replace the prior Schedules as of the date of execution of the cover page and shall be incorporated by reference into this Agreement for all purposes.

IN WITNESS WHEREOF , the Parties have executed this Agreement on, and effective as of, the Closing Date.

TESORO CORPORATION

By:      /s/ GREGORY J. GOFF                             

Gregory J. Goff

President

TESORO REFINING AND MARKETING COMPANY

By:      /s/ GREGORY J. GOFF                             

Gregory J. Goff

President

TESORO COMPANIES, INC.

By:      /s/ GREGORY J. GOFF                             

Gregory J. Goff

President

TESORO ALASKA COMPANY

By:      /s/ GREGORY J. GOFF                             

Gregory J. Goff

President

TESORO LOGISTICS LP

its general partner

Phillip M. Anderson

President

TESORO LOGISTICS GP, LLC

Phillip M. Anderson

President

EXHIBIT A

FORM OF COVER PAGE FOR

AMENDMENT AND RESTATEMENT OF SCHEDULES

TO AMENDED AND RESTATED OMNIBUS AGREEMENT

An Amended and Restated Omnibus Agreement was executed as of April 1, 2012 (the “Amended and Restated Omnibus Agreement”), among Tesoro Corporation, on behalf of itself and the other Tesoro Entities, Tesoro Refining and Marketing Company, Tesoro Companies, Inc., Tesoro Alaska Company, Tesoro Logistics LP and Tesoro Logistics GP, LLC. Capitalized terms not otherwise defined in this document shall have the terms set forth in the Amended and Restated Omnibus Agreement.

The Parties agree that the Schedules are hereby amended and restated in their entirety as of the date hereof to be as attached hereto. Pursuant to Section 9.12 of the Amended and Restated Omnibus Agreement, such amended and restated Schedules shall replace the prior Schedules as of the date hereof and shall be incorporated by reference into the Amended and Restated Omnibus Agreement for all purposes.

Executed as of _______________, 20___.

Schedule I

Pending Environmental Litigation

For Initial Contribution Agreement listed on Schedule VII :

None.

For Amorco Contribution Agreement listed on Schedule VII :

None.

Schedule II

Environmental Matters

For Initial Contribution Agreement set forth on Schedule VII :

1. Anchorage #1 Terminal soil and groundwater have been impacted by gasoline and diesel releases from previously buried pipelines. The site is considered characterized and is currently undergoing removal of product from the water table, groundwater treatment, and long-term monitoring.

2. Anchorage #2 Terminal soil and groundwater have been impacted by gasoline releases occurring prior to Tesoro's purchase of the facility. The site is considered characterized and is currently undergoing groundwater monitoring and treatment. Off-site groundwater investigations are scheduled for 2012.

3. Stockton Terminal soil and groundwater have been impacted by gasoline and diesel releases from pipelines and/or product storage tanks. The site is considered substantially characterized and is undergoing groundwater treatment and groundwater monitoring. Off-site groundwater impacts are commingled with neighboring petroleum storage terminals.

4. Burley Terminal groundwater was impacted by gasoline releases occurring prior to Tesoro's purchase of the facility. Groundwater impacts were commingled with neighboring petroleum storage terminals. Hydrocarbon concentrations in groundwater samples do not exceed previously established target levels for groundwater and surface water protection. Regulatory closure is pending.

5. Wilmington Sales Terminal soil and groundwater have been impacted by gasoline releases occurring prior to Tesoro's purchase of the facility. Groundwater investigation and monitoring is on-going. Tesoro is indemnified by the previous owner for Investigation and remediation obligations.

6. Salt Lake City Terminal soil and groundwater have been impacted by gasoline and diesel releases from pipelines and/or product storage tanks occurring prior to Tesoro's purchase of the facility. The site is considered characterized and is currently undergoing removal of product from the water table and long-term monitoring. There are no known soil or groundwater impacts at the Northwest Crude Oil tank farm.

7. The Stockton Terminal emits volatile organic compounds (VOCs) below “major source” emission criteria. In 2010, the San Joaquin Air Quality Management District announced it is reducing its major source threshold. When the Stockton Terminal expands its operations or increases throughput, the potential to emit VOC will increase and the Stockton terminal will become subject to regulation as a major source. This will require a Title V Air Operating Permit. In addition, the Stockton facility will be required to install an automated continuous emission monitor at a cost of approximately $75,000.

For Amorco Contribution Agreement set forth on Schedule VII :

1.      The soil and groundwater on the site of the Tankage, as defined in the Amorco Contribution Agreement, have been impacted by methyl tertiary butyl ether releases from previously buried pipelines. The site is considered characterized and is currently undergoing removal of methyl tertiary butyl ether from the water table, groundwater treatment, and long-term monitoring.

2.      Any environmental violation or contamination due to SHPL, as defined in the Amorco Contribution Agreement, being underground prior to the Closing Date.

Schedule III

Pending Litigation

For Initial Contribution Agreement listed on Schedule VII :

None.

For Amorco Contribution Agreement listed on Schedule VII :

None.

Schedule IV

General and Administrative Services

Schedule VI

Existing Capital and Expense Projects

For Initial Contribution Agreement listed on Schedule VII :

That certain project related to AFE # 102120001, which provides for side stream ethanol blending into all gasoline at the Salt Lake City terminal by adding truck ethanol unloading capability, utilizing the existing premium day tank for ethanol and delivering premium direct from the Salt Lake City refinery tankage. New ethanol truck unloading facilities will be installed. New Pumps will also be installed for delivering higher volumes of premium gasoline from the Salt Lake City refinery to the Salt Lake City terminal. An ethanol injection skid will be installed along with piping changing to the existing Salt Lake City terminal to allow the ethanol to be injected in the gasoline stream.

That certain project number 2010113058 at the Mandan refinery, to update additive equipment to allow the offering of Shell additized gasoline.

That certain project related to AFE # 107120005, which provides for ratio ethanol blending into gasoline on the rack at the Burley, Idaho Terminal by adding truck ethanol unloading capability, adding tankage for ethanol storage and installing new ethanol meters associated with each gasoline loading arm. New ethanol truck unloading facilities will also be installed.

That certain project number 2007000263 at the Mandan refinery, to update the truck rack sprinkler system.

That certain project number 2010113017 at the Mandan refinery, to upgrade the rack blending hydraulic system to reduce/eliminate inaccurate blends at the load rack.

That certain project number 2011433001 at the Mandan refinery, to move the JP8 to new bay and have three bays for loading product across the rack.

That certain project number 2011432602 at the Stockton terminal, install a continuous vapor emission monitor on the vapor recovery unit for compliance with air quality regulations.

For Amorco Contribution Agreement listed on Schedule VII :

That certain project related to AFE# 097100014 and AFE# 107100014 at the Amorco terminal, which provide repairs and upgrades to the wharf regarding MOTEMS standards.

That certain project related to AFE# 112100001 at the Amorco terminal, which installs a jet mixer system for crude lab testing.

All other major expense projects that are within the scope of open Work Orders as of the Effective Date

Exception to Right of Way Indemnification . As of the Closing Date for the Amorco Contribution Agreement, Tesoro Refining and Marketing shall own the leasehold rights in the “Wharf Lease” issued by the California State Lands Commission and the easements, rights of way and permits for the “SHPL,” all as defined in the Amorco Contribution Agreement, and the Partnership Group shall provide operational, maintenance and management services with respect to such Assets pursuant to the MTUTA. Title to Wharf Lease rights and the SHPL are scheduled to be contributed to the Partnership Group at a later date, as set forth in the Amorco Contribution Agreement. The Right of Way Indemnification set forth in Section 3.2 herein applies to the extent that a Loss arises with respect to a Partnership Group Member's interests under the MTUTA before title to such Assets is contributed to the Partnership Group Member or with respect to a Partnership Group Member's failure to become the owner of such valid and indefeasible easement rights or fee ownership or leasehold interests in such Assets after they are finally contributed to the Partnership Group as contemplated in the Amorco Contribution Agreement. The Closing Date provided for in this Agreement shall be as set forth above, without regard to when title to these Assets is finally contributed to a Partnership Group Member.

Exhibit 10.3

AMORCO MARINE TERMINAL USE AND THROUGHPUT AGREEMENT

This Amorco Marine Terminal Use and Throughput Agreement (the “ Agreement ”) is dated effective as of the Commencement Date (as defined below in Section 4), by and between Tesoro Refining and Marketing Company, a Delaware corporation (“ TRMC ”) and Tesoro Logistics Operations LLC, a Delaware limited liability company (“ TLO ”).

RECITALS

WHEREAS, TLO owns (i) certain Tanks (as defined below) for the storage of crude oil, along with related real estate, hydrocarbon transfer pumps, piping, sheds and equipment (including electrical switching and communications facilities and equipment) for such Tanks (collectively, the “ Storage Facility ”), and (ii) two firewater tanks with 48,000 Barrels of shell capacity with associated firewater pumps and piping; all of which are situated at the terminal located on the Suisun Bay near Martinez, California (the “ Amorco Terminal ”);

WHEREAS, TLO's Tanks (as defined below) at the Storage Facility have an aggregate Shell Capacity (as defined below) of 425,000 Barrels (as defined below) and an aggregate Operating Capacity (as defined below) of 370,000 Barrels (as defined below);

WHEREAS, pursuant to a term lease (“ Wharf Lease ”) with the California State Lands Commission (“ CSLC ”), which is currently on a month-to-month holdover basis, TRMC has leasehold interests in (A) a single-berth dock, which has an estimated throughput capacity of approximately 145,000 Barrels per day (the “ Dock ”), and (B) various fixtures and improvements located on the Wharf, including piping, loading arms and sheds (together with the Dock, the “ Wharf ”), all of which situated at the Amorco Terminal and located on the Suisun Bay near Martinez, California;

WHEREAS, subject to various permits, licenses and easements, TRMC owns (i) three crude oil pipelines (the “ Crude Oil Pipelines ”), depicted on Schedule A as Items No. 2, 3 and 4, between the Storage Facility and the Plains-Martinez Storage Terminal (the “ Plains Terminal ”) and TRMC's Golden Eagle refinery located in Martinez, California (the “ Refinery ”), (ii) one water pipeline (the “ Water Pipeline ”), depicted on Schedule A as Item No. 1, between the Storage Facility and the Refinery, and (iii) one petroleum products pipeline (the “ Refined Products Pipeline ”; and together with the Crude Oil Pipelines and the Water Pipeline, the “ Pipelines ”), depicted on Schedule A as Item No. 5, between the Refinery and the Plains Terminal;

WHEREAS, the Wharf Lease and the leasehold interests in the Wharf, are expected to be renewed by the CSLC for an initial term of ten years with two five-year extensions (the “ Lease Renewal ”) and the Parties expect to have the CSLC contemporaneously assign the Wharf Lease to TLO (the “ Lease Assignment ”);

WHEREAS, operation of the Pipelines is subject to a Certificate of Financial Responsibility (“ COFR ”) approved by the California Department of Fish and Game (“ CDFG ”), which the Parties expect to be assigned to TLO (the “ COFR Assignment ”) contemporaneously with the Lease Assignment;

WHEREAS, upon renewal of the Wharf Lease and receipt of approval from the CSLC of assignment of the Wharf Lease and approval by the CDFG of the assignment of the COFR, the Wharf Lease and the leasehold interests in the Wharf, along with the Pipelines, are to be formally assigned and conveyed to TLO;

WHEREAS, during the Term (as defined below and which shall encompass the Interim Period, also defined below), TLO desires to provide to TRMC, and TRMC desires to receive from TLO, services to manage and operate the Wharf, the Storage Facility and the Pipelines (collectively, and along with the Wharf Lease, the “ Amorco Assets ”) for TRMC's exclusive use, on a dedicated basis, with respect to crude oil owned by TRMC and stored in one or more of TLO's Tanks (as defined below) at the Storage Facility and crude oil and refined products owned by TRMC and transported from time to time through the Pipelines between the Wharf and the Storage Facility; the Storage Facility and the Refinery; and the Refinery and the Plains Terminal; and

WHEREAS , TRMC and TLO desire to enter into this Agreement to memorialize the terms of their commercial relationship.

NOW, THEREFORE , in consideration of the covenants and obligations contained herein, the Parties (as defined below) to this Agreement hereby agree as follows:

Capitalized terms used throughout this Agreement shall have the meanings set forth below, unless otherwise specifically defined herein.

“ Agreement ” has the meaning set forth in the Preamble.

“ Amorco Assets ” has the meaning set forth in the Recitals.

“ Applicable Law ” means any applicable statute, law, regulation, ordinance, rule, determination, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, requirement, or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect.

“ Barrel ” means a volume equal to 42 U.S. gallons of 231 cubic inches each, at 60 degrees Fahrenheit under one atmosphere of pressure.

“ Business Day ” means a day, other than a Saturday or Sunday, on which banks in New York, New York are open for the general transaction of business.

“ Capacity Resolution ” has the meaning set forth in Section 6(e).

“ CDFG ” has the meaning set forth in the Recitals.

“ COFR ” has the meaning set forth in the Recitals.

“ COFR Assignment ” has the meaning set forth in the Recitals.

“ Commencement Date ” has the meaning set forth in Section 3.

“ Confidential Information ” means all confidential, proprietary or non-public information of a Party, whether set forth in writing, orally or in any other manner, including all non-public information and material of such Party (and of companies with which such Party has entered into confidentiality agreements) that another Party obtains knowledge of or access to, including non-public information regarding products, processes, business strategies and plans, customer lists, research and development

programs, computer programs, hardware configuration information, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), trade secrets, schematics and other technical, business, marketing and product development plans, revenues, expenses, earnings projections, forecasts, strategies, and other non-public business, technological, and financial information.

“ Contribution Agreement ” means that certain Amorco Contribution, Conveyance and Assumption Agreement dated as of the date hereof by and among Tesoro Corporation, Tesoro Companies, Inc., TRMC, Tesoro Logistics GP, LLC, Partnership and TLO, as amended, restated, modified or supplemented from time to time.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

“ Crude Oil Pipelines ” has the meaning set forth in the Recitals.

“ CSLC ” has the meaning set forth in the Recitals.

“ Excess Volume Throughput Fee ” has the meaning set forth in Section 5(a)(iii).

“ Extension Period ” has the meaning set forth in Section 4.

“ Force Majeure ” means circumstances not reasonably within the control of TLO and which, by the exercise of due diligence, TLO is unable to prevent or overcome that prevent performance of TLO's obligations, including: acts of God, strikes, lockouts or other industrial disturbances, wars, riots, fires, floods, storms, orders of courts or Governmental Authorities, explosions, terrorist acts, breakage, accident to machinery, storage tanks or lines of pipe and inability to obtain or unavoidable delays in obtaining material or equipment and similar events.

“ Force Majeure Notice ” has the meaning set forth in Section 21(a).

“ Force Majeure Period ” has the meaning set forth in Section 21(a).

“ General Partner ” means Tesoro Logistics GP, LLC.

“ Governmental Authority ” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.

“ Incremental Volume Throughput Fee ” has the meaning set forth in Section 5(a)(ii).

“ Interim Period ” means the period commencing on the Commencement Date and continuing until the actual date of the Lease Assignment.

“ Lease Assignment ” has the meaning set forth in the Recitals.

“ Lease Renewal ” has the meaning set forth in the Recitals.

“ Minimum Throughput Commitment ” means, subject to Section 6(c), an aggregate volume of 1,977,083 Barrels (approximately 65,000 Barrels per day) of crude oil per Month received over the

Wharf; provided , however , that the Minimum Throughput Commitment during the Month in which the Commencement Date occurs shall be prorated in accordance with the ratio of the number of days, including and following the Commencement Date, in such Month to the total number of days in such Month.

“ Month ” means the period commencing on the Commencement Date and ending on the last day of the calendar month in which service begins and each successive calendar month thereafter.

“ MOTEMS ” has the meaning set forth in Section 7(a)(ii)(2).

“ MTCF ” has the meaning set forth in Section 5(a)(i).

“ MTUTA First Offer Period ” has the meaning set forth in Section 20(e).

“ MTUTA Right of First Refusal ” has the meaning set forth in Section 20(e).

“ Notice Period ” has the meaning set forth in Section 22(a).

“ Omnibus Agreement ” means that certain Amended and Restated Omnibus Agreement dated as of the date hereof by and among Tesoro Companies, Inc., TRMC, Tesoro Alaska Company, Tesoro Logistics GP, LLC, Tesoro High Plains Pipeline Company LLC, Partnership and TLO, as amended, restated, modified or supplemented from time to time.

“ Operational Services Agreement ” means that certain Amended and Restated Operational Services Agreement dated as of the date hereof by and among Tesoro Corporation, Tesoro Companies, Inc., TRMC, Tesoro Alaska Company, Tesoro Logistics GP, LLC, Partnership and TLO, as amended, restated, modified or supplemented from time to time.

“ Operating Capacity ” means (i) with respect to each Tank, the effective storage capacity of such Tank, taking into account accepted engineering principles, industry standards, American Petroleum Institute guidelines and Applicable Laws, under actual conditions as they may exist at any time, and (ii) with respect to the Amorco Assets, the ability to receive crude oil at the Wharf for prompt transshipment to the Refinery. The current Operating Capacity of each Tank as of the date hereof is listed on Schedule B attached hereto. The current Operating Capacity of the Amorco Assets, as a whole, is 600,000 Barrels in any twenty-four (24) hour period, but not more than 5,830,000 Barrels in any Month.

“ Operating Requirements ” means any and all laws, regulations, rules, permits, orders, conditions and procedures relating to the operation and use of the Wharf, Storage Facility (including the Tanks) and the Pipelines that generally apply to receipt, delivery, loading, unloading, storage, and transportation of Products at the Wharf, Storage Facility and through the Pipelines, including without limitation those general terms and conditions specified in Schedule C .

“ Partnership ” means Tesoro Logistics LP.

“ Partnership Change of Control ” means Tesoro Corporation ceases to Control the general partner of the Partnership.

“ Party ” or “ Parties ” means that each of TRMC and TLO is a “Party” and collectively are the “Parties” to this Agreement.

“ Person ” means any individual, partnership, limited partnership, joint venture, corporation, limited liability company, limited liability partnership, trust, unincorporated organization or Governmental Authority or any department or agency thereof.

“ Pipeline ” or “ Pipelines ” has the meaning set forth in the Recitals.

“ Plains Terminal ” has the meaning set forth in the Recitals.

“ Product ” or “ Products ” means crude oil, refined products, water and other materials throughput at the Wharf, on the Pipelines and/or stored in the Tanks in the ordinary course of business.

“ Purchase First Offer Period ” has the meaning set forth in Section 23(d).

“ Purchase Right of First Refusal ” has the meaning set forth in Section 23(d).

“ Receiving Party Personnel ” has the meaning set forth in Section 26.

“ Refined Products Pipeline ” has the meaning set forth in the Recitals.

“ Refinery ” has the meaning set forth in the Recitals.

“ Restoration ” has the meaning set forth in Section 6(d).

“ Shell Capacity ” means the gross storage capacity of a Tank, based upon its dimensions, as set forth for each Tank on Schedule B attached hereto.

“ Shortfall Credit ” has the meaning set forth in Section 8(a).

“ Storage Facility ” has the meaning set forth in the Recitals.

“ Suspension Notice ” has the meaning set forth in Section 22(a).

“ Tanks ” mean the five (5) tanks owned by TLO and listed on Schedule B attached hereto, each of which is used for the storage of Products and located at the Storage Facility.

“ Term ” and “ Initial Term ” each have the meaning set forth in Section 4.

“ Termination Notice ” has the meaning set forth in Section 21(a).

“ Throughput and Tankage Fees ” has the meaning set forth in Section 5(a).

“ TLO ” has the meaning set forth in the Preamble.

“ TLO Indemnitee ” and “ TLO Indemnitees ” have the meanings set forth in Section 19(b).

“ TRMC ” has the meaning set forth in the Preamble.

“ TRMC Indemnitee ” and “ TRMC Indemnitees ” have the meanings set forth in Section 19(a).

“ TRMC Termination Notice ” has the meaning set forth in Section 21(b).

“ URPP Use Fee ” has the meaning set forth in Section 5(b).

“ Water Pipeline ” has the meaning set forth in the Recitals.

“ Wharf ” has the meaning set forth in the Recitals.

“ Wharf Lease ” has the meaning set forth in the Recitals.

Subject to the terms and conditions of this Agreement and the effective Operating Capacity of the Amorco Assets, each Month during the Term, TRMC shall be entitled to receive the Minimum Throughput Commitment at the Wharf. The Pipelines identified on Schedule A attached hereto and the Tanks identified on Schedule B attached hereto shall be dedicated and used exclusively for the throughput and storage of TRMC's Products. For those dedicated Pipelines and Tanks, TRMC shall be responsible for providing all line fill and tank heels required for the operation of such Pipelines and Tanks. At any time after any such Product has been received in such Tanks, TLO may, for operational, environmental or safety reasons, move such Product to one or more other Tanks within the Storage Facility, at TLO's sole cost and expense.

The Parties anticipate that the “ Commencement Date ” will be April 1, 2012. The actual Commencement Date shall be the date specified by TLO in a written notice to TRMC. The Parties agree that there are a number of factors that may affect the actual Commencement Date. Consequently, neither Party shall have any right or remedy against the other Party if the actual Commencement Date is earlier or later than the anticipated Commencement Date.

The initial term of this Agreement shall commence on the Commencement Date and shall continue through March 31, 2022 (the “ Initial Term ”); provided , however , that TRMC may, at its option, extend the Initial Term for up to two (2) renewal terms of five (5) years each (each, an “ Extension Period ”) by providing written notice of its intent to TLO no less than ninety (90) days prior to the end of the Initial Term or the then-current Extension Period. The Initial Term, and any extensions of this Agreement as provided above, shall be referred to herein as the “ Term ”.

(a)     Throughput and Tankage Fees . TRMC agrees to pay to TLO the following fees for all Barrels of crude oil throughput by TRMC at the Wharf and on the Crude Oil Pipelines, and stored at the Storage Facility (collectively, the “ Throughput and Tankage Fees ”):

(i)    a Minimum Throughput Commitment Fee (the “ MTCF ”) of $1,087,395.65 per Month which is $0.55/Barrel multiplied by the Minimum Throughput Commitment; plus

(ii)    $0.55/Barrel for all vessel receipts throughput in a Month in excess of the Minimum Throughput Commitment but less than 2,129,167 Barrels (the “ Incremental Volume Throughput Fee ”); plus

(iii)     $0.10/Barrel for all vessel receipts throughput in a Month in excess of 2,129,167 Barrels (the “ Excess Volume Throughput Fee ”), such excess encompassing the aggregate use of the Wharf, Tanks and Crude Oil Pipelines, and such fee to be the exclusive throughput fee for

volumes in excess of 2,129,167 Barrels in a Month; provided , however , that any applicable costs specified in Section 6 below shall still apply to any such excess volumes.

(b)     Unlimited Refined Products Pipeline Use Fee . TRMC agrees to pay to TLO a $30,000/Month flat fee for TRMC's unlimited use of the Refined Products Pipeline (the “ URPP Use Fee ”), subject to the physical capacity thereof.

(c)     Fee Adjustments .

(i)    All fees set forth in Section 5(a) and (b) above shall be increased on July 1 of each year of the Term, by a percentage equal to the greater of zero or the positive change in the CPI-U (All Urban Consumers), as reported by the U.S. Bureau of Labor Statistics.

(ii)    TLO has the right to adjust the MTCF to include the actual increase of any CSLC lease rental expense under the Lease Renewal.

(a) Surcharges and Reimbursements . TRMC shall reimburse TLO for, or TLO shall be permitted to charge TRMC an additional per Barrel surcharge for any and all of the following:

(i) the actual cost of any capital expenditures that TLO agrees to make upon TRMC's request, including those provided for in Section 6(c) through (e) below;

(ii) any cleaning, degassing or other preparation of the Tanks at the expiration of this Agreement or as specifically requested by TRMC;

(iii) The costs that TLO incurs in complying with any new Applicable Laws that affect the Storage Facility, the Pipelines or services provided by TLO to TRMC hereunder; provided , that (A) compliance by TLO with any such new law or regulation requires substantial unanticipated capital expenditures by TLO, (B) TLO has made good faith efforts to mitigate the effect of any such law or regulation and (C) TLO has negotiated in good faith with TRMC in order to agree on the level of any such surcharge;

(iv) Any capital expenditures or other costs incurred by TLO for currently unanticipated improvements to the Wharf that may be required by the CSLC in connection with the Lease Renewal; provided , that (A) TLO has made good faith efforts to mitigate those costs and (B) TLO has negotiated in good faith with TRMC in order to agree on the level of any surcharge;

(v) All taxes (other than ad valorem taxes, property taxes, income taxes, gross receipt taxes, payroll taxes and similar taxes) that TLO specifically incurs on TRMC's behalf for the services TLO provides to TRMC hereunder, if such reimbursement is not prohibited by law;

(vi) Any costs for Wharf dredging beyond routine maintenance dredging that materially increases operating costs above historical levels;

(vii) Any future assessments made by the Army Corp of Engineers or other agencies for dredging or deepening of the channels leading to the Wharf; provided ,

however , that TRMC will have approval authority for discretionary Army Corp of Engineers expenditures that may require a surcharge to be imposed; and

(viii) If TRMC objects to TLO incurring any costs under items (iv), (vi) or (vii) above, or to the level of any surcharge under (iii) above, then TLO shall incur and impose a surcharge for those expenditures as it deems, in its sole discretion, to be mandatory. In such case, if TLO determines that all or some costs to which TRMC has objected could be reduced or mitigated by changes in operation of any of the Amorco Assets, including taking an Amorco Asset out of service, reducing capacity of an Amorco Asset, or restricting use of an Amorco Asset, then TRMC may request that TLO do so, rather than imposing a surcharge to maintain service at a particular level, and in that event, TLO shall make reasonable efforts to accommodate such request; provided that TLO shall not be required to take any actions that it believes in good faith might result in a violation of any Operating Requirement and such reduction in capacity shall not be a Force Majeure event or other basis for any reduction in TRMC's Minimum Throughput Commitment or for a reduction in any fees except surcharges avoided by such reduction in capacity.

(b) Lease Renewal Costs . TLO shall be permitted to charge TRMC an additional per Barrel surcharge for an amount sufficient to compensate TLO for an increase in operating costs resulting from the actual increase of any CSLC lease rental expense under the Lease Renewal;

(c) Service Interruptions . TLO shall use reasonable commercial efforts to minimize the interruption of service at the Wharf, the Storage Facility and each Pipeline. TLO shall promptly inform TRMC's operational personnel of any anticipated partial or complete interruption of service at the Wharf, any Pipeline or Tank, including relevant information about the nature, extent, cause and expected duration of the interruption and the actions TLO is taking to resume full operations, provided that TLO shall not have any liability for any failure to notify, or delay in notifying, TRMC of any such matters except to the extent TRMC has been materially prejudiced or damaged by such failure or delay. To the extent practicable, TLO shall coordinate repairs and maintenance on the Amorco Assets with TRMC's planned shipping schedule to minimize downtime when TRMC has scheduled use of the Amorco Assets. Notwithstanding any of the immediately foregoing to the contrary, if TRMC is unable to throughput 65,000 Barrels on any day when TRMC has scheduled the berthing of a vessel at the Wharf, by reason of any of the Amorco Assets being out of service, the Minimum Throughput Commitment shall be reduced by 65,000 Barrels per day for each full day that the Wharf remains out of service to allow berthing and unloading by such vessel and delivery of the cargo at the Refinery.

(d) Maintenance and Repair Standards . Subject to Force Majeure and interruptions for routine repair and maintenance, consistent with customary terminal industry standards, TLO shall maintain the Wharf and each Pipeline and Tank in a condition and with a capacity sufficient to throughput a volume of TRMC's Products at least equal to the current Operating Capacity for such Pipeline and Tanks and the Wharf and Storage Facility as a whole. TLO's obligations may be temporarily suspended during the occurrence of, and for the entire duration of, a Force Majeure or other interruption of service, to the extent such Force Majeure or other interruption of service impairs TLO's ability to perform such obligations. If for any reason, including, without limitation, a Force Majeure event, the throughput or storage capacity of the Wharf, any Pipeline or Tank should fall below its current Operating Capacity, then within a reasonable period of time thereafter, TLO shall make commercially reasonable repairs to restore the capacity of the Wharf, such Pipeline or Tank to current Operating Capacity (“ Restoration ”). Except as provided below in Section 6(e), all of such Restoration shall be at TLO's cost and expense unless the damage creating the need for such repairs was caused by the negligence or willful misconduct of TRMC, its employees, agents or customers. Notwithstanding the foregoing, TLO shall have only one Tank and

transfer pump at a time out for scheduled maintenance. TLO will make best commercial efforts to coordinate major scheduled maintenance projects or other planned Dock outages with the Refinery's #50 Crude Unit turnaround schedule.

(e) Capacity Resolution .    In the event of the failure of TLO to maintain the Wharf, any Pipeline or Tank in a condition and with a capacity sufficient to throughput and store a volume of TRMC's Products equal to its current Operating Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days' advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (as defined below). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Wharf, Pipeline or Tank which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “ Capacity Resolution ”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO's economic considerations relating to costs of the repairs and TRMC's requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput of TRMC's Products at the Wharf, Pipelines and Storage Facility, to the extent the Wharf, Pipelines and Storage Facility have capability of doing so, during the period before Restoration is completed; provided , however , that the Throughput and Tankage Fee shall be reduced to account for the reduced Operating Capacity until such Restoration is complete. In the event that TRMC's economic considerations justify incurring additional costs to restore the Wharf, Pipeline or Tank in a more expedited manner than the time schedule determined in accordance with the preceding sentences, TRMC may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMC's payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event that the Operating Capacity of a Tank is reduced, and the Parties agree that the Restoration of such Tank to its full Operating Capacity is not justified under the standards set forth in the preceding sentences, then the Parties shall negotiate an appropriate adjustment to the Throughput and Tankage Fees to account for the reduced Operating Capacity available for TRMC's use. In the event the Parties agree to an expedited Restoration plan in which TRMC agrees to fund a portion of the Restoration cost or a reduced Throughput and Tankage Fee, then neither Party shall have the right to terminate this Agreement pursuant to Section 20 below as a result of the events necessitating the Restoration contemplated by this Section 6(e), so long as any such Restoration is completed with due diligence. TRMC shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering . Upon completion, TRMC shall pay the difference between the actual portion of Restoration costs to be paid by TRMC pursuant to this Section 6(e) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO's invoice therefor, or, if appropriate, TLO shall pay TRMC the excess of the estimate paid by TRMC over TLO's actual costs as previously described within thirty (30) days after completion of the Restoration.

(f) TRMC's Right To Cure . If at any time after the occurrence of (x) a Partnership Change of Control or (y) a sale of the Refinery, TLO either (i) refuses or fails to meet with TRMC within the period set forth in Section 6(e), (ii) fails to agree to perform a Capacity Resolution in accordance with the standards set forth in Section 6(e), or (iii) fails to perform its obligations in compliance with the terms of a Capacity Resolution, TRMC may, as its sole remedy for any breach by TLO of any of its obligations under Section 6(e), require TLO to complete a Restoration of the affected Amorco Asset, and the Throughput and Tankage Fee shall be reduced to account for the reduced Operating Capacity until such Restoration is completed. Any such Restoration required under this Section 6(f) shall be completed by TLO at TRMC's cost. TLO shall use commercially reasonable efforts to continue to provide storage and

throughput of TRMC's Products at the affected Amorco Asset while such Restoration is being completed. Any work performed by TLO pursuant to this Section 6(f) shall be performed and completed in a good and workmanlike manner consistent with applicable pipeline industry standards and in accordance with all applicable laws, rules and/or regulations. Additionally, during such period after the occurrence of (x) a Partnership Change of Control or (y) a sale of the Refinery, TRMC may exercise any remedies available to it under this Agreement (other than termination), including the right to immediately seek temporary and permanent injunctive relief for specific performance by TLO of the applicable provisions of this Agreement, including, without limitation, the obligation to make Restorations as described herein.

7. OPERATION OF THE WHARF AND PIPELINES DURING INTERIM PERIOD

(a)     TLO Covenants . During the Interim Period, TLO covenants as follows:

(i)    the General Partner, on behalf of TLO, will provide necessary personnel, equipment and other services for the operation and maintenance of the Wharf and the Pipelines.

(ii)    TLO will reimburse TRMC for:

(1) all rentals under the Wharf Lease;

 

(2) any and all repairs and maintenance costs and capital expenditures for the Wharf and Pipelines, including without limitation all state required Marine Oil Terminal Engineering and Maintenance Standards (“ MOTEMS ”) obligations (other than those originally scheduled prior to the Commencement Date), but excluding those Amorco related-items specified in Schedule VI of the Omnibus Agreement, and any and all repairs and maintenance costs and capital expenditures resulting from a defect in existence at the time of the conveyance of the Wharf and Pipelines to TLO to the extent to which TRMC shall indemnify TLO pursuant to the Omnibus Agreement;

(3) all right of way expenses for the Pipelines; and

(4) without duplication of any amounts reimbursed or paid under the Omnibus Agreement or the Operational Services Agreement, any and all taxes, fees, insurance premiums, assessments or spill planning and/or response costs (except those costs for oil spill response services provided by the Marine Preservation Association related to obligations for oil spill prevention response, as provided in Schedule IV of the Omnibus Agreement) incurred by TRMC as lessee under the Wharf Lease or owner of the Pipelines.

(iii)    To the extent that any costs for which TLO should reimburse TRMC would be costs that could be immediately recovered by TLO by reason of per barrel surcharge to TRMC, as otherwise provided in Section 6, then TLO shall not be required to reimburse TRMC, and the surcharges shall not apply to such costs.

(iv)    TLO will also indemnify TRMC against any other claims, liabilities or losses that TRMC incurs in its status as lessee under the Wharf Lease or owner of the Pipelines during the Interim Period.

(b)     TRMC Covenants . During the Interim Period, TRMC covenants as follows:

(i)    TRMC shall pay to TLO those fees specified in Section 5 above.

(ii)    If the Lease Renewal requires a retroactive payment for increased rentals under the Wharf Lease prior to the date the Lease Renewal is issued by the CSLC, then TRMC shall remain solely responsible for paying such increased rentals for the prior period. TLO shall not be required to reimburse TRMC for any such retroactive increase attributable to the Interim Period, nor shall the MTCF be increased to cover such retroactive increased rentals attributable to the Interim Period.

( iii)    It is anticipated that TRMC may seek to obtain from the CSLC a renewal and extension of its nearby Avon wharf at the same time that it obtains a renewal and assignment of the Wharf Lease for the Amorco Wharf. TRMC will remain solely responsible for all costs associated with renewal and extension of the lease for the Avon wharf.

(c)     Mutual Covenants . During the Interim Period, both TRMC and TLO covenant as follows:

(i)    To cooperate in good faith to complete the Lease Assignment and the Lease Renewal and to complete the COFR Assignment. The Parties will cooperate and proceed in good faith to expedite issuance by the CSLC of the Lease Renewal and Lease Assignment as soon as reasonably practicable, under terms and procedures consistent with CSLC and state requirements.

    

( ii)    At any time before the issuance of the Lease Renewal, TLO will have the right to request that TRMC assign to TLO the current holdover Wharf Lease, and upon such request, TRMC will act with reasonable diligence, and TLO will cooperate with TRMC, in order to obtain CSLC approval of the transfer of the Wharf Lease as soon as reasonably practicable, under terms and procedures consistent with CSLC and state requirements. Ownership of the Pipelines will be transferred concurrently with such assignment of the Wharf Lease and the Parties will cooperate in good faith to consummate such conveyance.

(a)     Monthly Shortfall Credit . If, during any Month, actual Barrels throughput by TRMC are less than the Minimum Throughput Commitment, then TRMC shall nevertheless pay to TLO the MTCF. TRMC shall be entitled to a credit (a “ Shortfall Credit ”) equal to the product of $.55/Barrel multiplied by the difference between the Minimum Throughput Commitment and the volumes actually received at the Wharf during such Month. The Shortfall Credit shall be posted as a credit to TRMC's account, and shall be applied in subsequent Monthly invoices against amounts owed by TRMC for Incremental Volume Throughput Fees and Excess Volume Throughput Fees during any of the succeeding three (3) Months. A Shortfall Credit will be applied in the order in which such Shortfall Credit accrues and any portion of the Shortfall Credit that is not used by TRMC during the succeeding three (3) Months will expire (e.g., a Shortfall Credit which accrues in January will be available in February, March and April, will expire at the end of April, and must be applied prior to applying such Shortfall Credit which accrues in February).

(b)     Monthly Reconciliation . Actual volumes are to be determined Monthly, based upon vessel receipts during that Month and credited towards the Minimum Throughput Commitment in such Month. Deliveries of a vessel's cargo will apply to the Month in which unloading is completed; provided , however , that if a cargo cannot be unloaded in the Month in which unloading was scheduled due to the failure of TLO to perform the unloading as scheduled, then the Parties shall negotiate in good faith to determine the appropriate Month in which to credit receipt of such cargo. At the end of each Month, TLO

will calculate the total fees that TRMC incurred for throughputting Barrels during such Month, as follows:

TLO will also calculate the amount of any special reimbursements required under Section 6(a), setting forth reasonable detail of the basis for such reimbursement.

TRMC will calculate all costs incurred by TRMC as lessee under the Wharf Lease and owner of the Pipelines during the Interim Period for reimbursement by TLO, as required under Section 7.

(c)     Invoices . Each Party will invoice the other Party Monthly, providing its calculations of all the applicable items set forth above, and all amounts owed shall be due and payable no later than ten (10) Business Days after such Party's receipt of the other Party's invoice. The MTCF shall be invoiced at the end of the Month for which it applies. Netting shall be permitted for amounts owed by TRMC to TLO against amounts owed by TLO to TRMC for costs incurred by TRMC as lessee under the Wharf Lease and owner of the Pipelines. Any past due payments owed by either Party to the other shall accrue interest, payable on demand, at the lesser of (i) the rate of interest announced publicly by JPMorgan Chase Bank, in New York, New York, as JPMorgan Chase Bank's prime rate (which Parties acknowledge and agree is announced by such bank and used by the Parties for reference purposes only and may not represent the lowest or best rate available to any of the customers of such bank or the Parties), plus four percent (4%), and (ii) the highest rate of interest (if any) permitted by Applicable Law, from the due date of the payment through the actual date of payment.

All vetting of vessels and scheduling of receipts into the Wharf and delivery into and redelivery out of the Tanks into the Pipelines shall be made in accordance with those procedures and general terms and conditions substantially set forth in the form attached hereto as Schedule C . TRMC shall identify to TLO prior to the delivery of any Product to the Wharf the specific Pipelines and Tanks to be used for receiving, transporting and storing such Product. Notwithstanding anything contained herein, TLO shall in no way be responsible for demurrage.

(a)     Services . The services provided by TLO pursuant to this Agreement shall consist of throughputting, handling and storage of the Products at the Wharf, the Storage Facility and the Pipelines.

(b)     Operations . TLO will operate the Wharf, Storage Facility and the Pipelines consistent with customary industry practices, as applicable for a single user operation. The Wharf, Storage Facility and Pipelines will be available on 24/7/365 basis, as needed.

(c)     Volume Gains and Losses . TLO shall have no obligation to measure volume gains and losses and shall have no liability whatsoever for normal course physical losses that may result from the storage of the Products at the Tanks and the transportation of the Products through the Wharf and Pipelines, except if such losses are caused by the gross negligence or willful misconduct of TLO, as further described in Section 19 herein. TRMC will bear any volume gains and losses that may result from the storage or transportation of the Products at the Wharf, Storage Facility and through the Pipelines, respectively.

In order to effectuate the underlying objectives of this Agreement, TLO agrees that during the Term, the Amorco Assets shall be dedicated exclusively to the use of TRMC, and TLO shall not use any Amorco Asset to provide services for any third party, except upon specific directions from TRMC. The Pipelines identified on Schedule A attached hereto and the Tanks identified on Schedule B attached hereto shall be dedicated and used exclusively for the throughput and storage of TRMC's Products. At any time after any such Product has been received in such Tanks, TLO may, for operational, environmental or safety reasons, and in its sole discretion, move such Product to one or more other Tanks within the Storage Facility, at TLO's sole cost and expense.

TLO shall be deemed to have custody of the Product being transported through the Wharf, in the Storage Facility and on the Pipelines to the Storage Facility at the time it enters the Wharf; for other Products, TLO shall be deemed to have custody where it enters the receiving line at the Storage Facility. TRMC shall be deemed to receive custody of the Product at the time it enters the Refinery from the Pipelines. Upon re-delivery of any Product to TRMC's account, TRMC shall become solely responsible for any loss, damage or injury to Person or property or the environment, arising out of transportation, possession or use of such Product after transfer of custody . Title and risk of loss to all TRMC's Products received at the Wharf, in the Storage Facility, the Tanks, and the Pipelines shall remain with TRMC at all times. Both Parties acknowledge that this Agreement represents a bailment of Products by TRMC to TLO and not a consignment of Products, it being understood that TLO has no authority hereunder to sell or seek purchasers for the Products of TRMC. TRMC hereby warrants that it shall have good title to and the right to deliver, store and receive Products pursuant to the terms of this Agreement. TRMC acknowledges that, notwithstanding anything to the contrary contained in this Agreement, and except with respect to the Wharf and the Pipelines during the Interim Period, TRMC has or acquires no right, title or interest in or to any of Wharf, the Storage Facility (including the Tanks) and the Pipelines, except the right to receive, deliver, load, unload and store the Products in the Tanks and through the Pipelines as set forth herein. TLO shall retain control of the Storage Facility, including the Tanks, and after Lease Assignment, the Wharf and the Pipelines, at all times.

Each of the Parties hereby agrees to strictly abide by the Operating Requirements. Each Party, to the extent applicable, shall also carry out the handling of the Products at the Wharf, Storage Facility, the Tanks, and the Pipelines in accordance with the Operating Requirements.

(a) Tank Modifications . Each of Tanks shall be used for its historical service, provided however , that TRMC may request that a Tank be changed for storage of a different grade or type of Product. In such an instance, TLO shall agree in good faith to a change in such service, if the same can be accomplished in accordance with reasonable commercial standards, accepted industry and engineering guidelines, permit requirements and Applicable Law. If any such modifications, improvements, vapor recovery, cleaning, degassing, or other preparation of the Tanks is performed by TLO at the request of TRMC, TRMC shall bear all direct costs attributable thereto, including, without limitation, the cost of removal, processing, transportation, and disposal of all waste and the cost of any taxes or charges TLO may be required to pay in regard to such waste. TLO may require TRMC to pay all such amounts prior to commencement of any remodeling work on the Tanks, or by mutual agreement, the Parties may agree upon an increase in the Throughput and Tankage Fees reimburse TLO for its costs of such modifications, plus a reasonable return on capital.

(b) Responsibility for Fees . Should TLO take any of Tanks out of service for regulatory requirements, repair, or maintenance, TRMC shall be solely responsible for any alternative storage or product movements as required and all fees associated with such movements. TRMC shall not be reimbursed for any outside storage or transportation costs associated with any alternative movements that result from foregoing requirements. TRMC shall not be responsible to TLO for any throughput fees and dedicated tank storage fees associated with any Tanks taken out of service during the period that such Tank is out of service.

15. LIEN WAIVERS

TLO hereby waives, relinquishes and releases any and all liens, including without limitation, any and all warehouseman's liens, custodian's liens, rights of retention and/or similar rights under all applicable laws, which TLO would or might otherwise have under or with respect to all Products stored or handled hereunder. TLO further agrees to furnish documents reasonably acceptable to TRMC and its lender(s) (if applicable), and to cooperate with TRMC in assuring and demonstrating that Product titled in TRMC's name shall not be subject to any lien on the Storage Facility or TLO's crude oil and other products stored there.

TRMC shall pay or cause to be paid all taxes, levies, royalties, assessments, licenses, fees, charges, surcharges and sums due of any nature whatsoever (other than ad valorem taxes, property taxes, income taxes, gross receipt taxes, payroll taxes and similar taxes) imposed by any federal, state or local government that TLO incurs on TRMC's behalf for the services provided by TLO under this Agreement. If TLO is required to pay any of the foregoing, TRMC shall promptly reimburse TLO in accordance with the payment terms set forth in this Agreement.

(a)     Compliance With Law . TRMC certifies that none of the Products covered by this Agreement were or will be derived from crude petroleum, petrochemical, or gas which was produced or withdrawn from storage or imported in violation of any federal, state or other governmental law, nor in violation of any rule, regulation or promulgated by any governmental agency having jurisdiction in the premises.

(b)     Licenses and Permits . TLO shall maintain all necessary licenses and permits for the storage of Products at the Storage Facility and the Amorco Assets.

( c)      Applicable Law . The Parties are entering into this Agreement in reliance upon and shall fully comply with all Applicable Law which directly or indirectly affects the Products throughput hereunder, or any receipt, throughput delivery, transportation, handling or storage of Products hereunder or the ownership, operation or condition of the Amorco Assets. Each Party shall be responsible for compliance with all Applicable Laws associated with such Party's respective performance hereunder and the operation of such Party's facilities. To the extent required by Applicable Law, and as applicable to the services performed under this Agreement, each Party shall specifically comply, and require its contractors and subcontractor(s) to comply with California Civil Code, Section 1714.43, as applicable to ensure that all contractors, subcontractors, vendors and suppliers comply with all labor laws, including laws against slave labor and human trafficking and that such contractors, subcontractors, vendors and suppliers verify that the materials incorporated into any products manufactured for either Party are in compliance with all such laws. In the event any action or obligation imposed upon a Party under this Agreement shall at any time be in conflict with any requirement of Applicable Law, then this Agreement, shall immediately be modified to conform the action or obligation so adversely affected to the requirements of the Applicable Law, and all other provisions of this Agreement shall remain effective.

(d)     New Or Changed Applicable Law . If during the Term, any new Applicable Law becomes effective or any existing Applicable Law or its interpretation is materially changed, which change is not addressed by another provision of this Agreement and which has a material adverse economic impact upon a Party, then either Party, acting in good faith, shall have the option to request renegotiation of the relevant provisions of this Agreement with respect to future performance. The Parties shall then meet and negotiate in good faith amendments to this Agreement that will conform this Agreement to the new Applicable Law while preserving the Parties' economic, operational, commercial and competitive arrangements in accordance with the understandings set forth herein.

Notwithstanding anything to the contrary contained herein, except to the extent set forth herein, neither Party shall be liable or responsible to the other Party or such other Party's affiliated Persons for any consequential, incidental, or punitive damages (including demurrage, whether related to marine movements or otherwise), or for loss of profits or revenues (collectively referred to as “special damages”) incurred by such Party or its affiliated Persons that arise out of or relate to this Agreement, regardless of whether any such claim arises under or results from contract, tort, or strict liability; provided that the foregoing limitation is not intended and shall not affect special damages imposed in favor of unaffiliated Persons that are not Parties to this Agreement. Except as expressly provided in this Agreement, neither Party makes any guarantees or warranties of any kind, expressed or implied, and each Party specifically disclaims all implied warranties of any kind or nature, including any implied warranty of merchantability and/or any implied warranty of fitness for a particular purpose.

(a)    Notwithstanding anything else contained in this Agreement, TLO shall release, defend, protect, indemnify, and hold harmless TRMC and each of its respective affiliates, officers, directors, shareholders, agents, employees, successors-in-interest and assignees (each individually, a “ TRMC Indemnitee ”, and collectively, the “ TRMC Indemnitees ”), from and against any and all demands, claims

(including third-party claims), losses, costs, suits, or causes of action (including, but not limited to, any judgments, losses, liabilities, fines, penalties, expenses, interest, reasonable legal fees, costs of suit, and damages, whether in law or equity and whether in contract, tort, or otherwise) for or relating to (i) personal or bodily injury to, or death of the employees of any TRMC Indemnitee and, as applicable, its carriers, customers, representatives, and agents, (ii) loss of or damage to any property, products, material, and/or equipment belonging to any TRMC Indemnitee and, as applicable, its carriers, customers, representatives, and agents, and each of their respective affiliates, contractors, and subcontractors (except for those volume losses provided for herein), (iii) loss of or damage to any other property, products, material, and/or equipment of any other description (except for those volume losses provided for herein), and/or personal or bodily injury to, or death of any other Person or Persons; and with respect to clauses (i) through (iii) above, to the extent caused by or resulting from the wrongful acts and omissions of TLO in connection with the ownership or operation of the Amorco Assets and the services provided hereunder, and, as applicable, its carriers, customers (other than the TRMC Indemnities), representatives, and agents, or those of their respective employees with respect to such matters, and (iv) any losses incurred by any TRMC Indemnitee due to violations of this Agreement by TLO, or, as applicable, its carriers, customers (other than the TRMC Indemnitees), representatives, and agents; PROVIDED THAT TLO SHALL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS ANY TRMC INDEMNITEE FROM AND AGAINST ANY CLAIMS TO THE EXTENT THEY RESULT FROM THE BREACH OF CONTRACT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH TRMC INDEMNITEE.

(b)    Notwithstanding anything else contained in this Agreement, TRMC shall release, defend, protect, indemnify, and hold harmless TLO and each of its respective affiliates, officers, directors, shareholders, agents, employees, successors-in-interest and assignees (each individually, a “ TLO Indemnitee ”, and collectively, the “ TLO Indemnitees ”) from and against any and all demands, claims (including third-party claims), losses, costs, suits, or causes of action (including, but not limited to, any judgments, losses, liabilities, fines, penalties, expenses, interest, reasonable legal fees, costs of suit, and damages, whether in law or equity and whether in contract, tort, or otherwise) for or relating to (i) personal or bodily injury to, or death of the employees of any TLO Indemnitee and, as applicable, its carriers, customers, representatives, and agents; (ii) loss of or damage to any property, products, material, and/or equipment belonging to any TLO Indemnitee and, as applicable, its carriers, customers, representatives, and agents, and each of their respective affiliates, contractors, and subcontractors (except for those volume losses provided for herein); (iii) loss of or damage to any other property, products, material, and/or equipment of any other description (except for those volume losses provided for herein), and/or personal or bodily injury to, or death of any other Person or Persons; and with respect to clauses (i) through (iii) above, to the extent caused by or resulting from the wrongful acts and omissions of TRMC, in connection with TRMC's use of the Amorco Assets and the services provided hereunder and TRMC's Products stored hereunder, and, as applicable, its carriers, customers, representatives, and agents, or those of their respective employees with respect to such matters; and (iv) any losses incurred by any TLO Indemnitee due to violations of this Agreement by TRMC, or, as applicable, its carriers, customers, representatives, and agents; PROVIDED THAT TRMC SHALL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS ANY TLO INDEMNITEE FROM AND AGAINST ANY CLAIMS TO THE EXTENT THEY RESULT FROM THE BREACH OF CONTRACT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH TLO INDEMNITEE. For the avoidance of doubt, nothing herein shall constitute a release by TRMC of any volume losses that are caused by the TLO's gross negligence, breach of this Agreement or willful misconduct.

(c)    THE INDEMNIFICATION PROVISIONS PROVIDED FOR IN THIS AGREEMENT HAVE BEEN EXPRESSLY NEGOTIATED IN EVERY DETAIL, ARE INTENDED TO BE GIVEN FULL AND LITERAL EFFECT, AND SHALL BE APPLICABLE WHETHER OR NOT THE LIABILITIES, OBLIGATIONS, CLAIMS, JUDGMENTS,

LOSSES, COSTS, EXPENSES OR DAMAGES IN QUESTION ARISE OR AROSE SOLELY OR IN PART FROM THE GROSS, ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OF ANY INDEMNIFIED PARTY. EACH PARTY ACKNOWLEDGES THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND CONSTITUTES CONSPICUOUS NOTICE. NOTICE IN THIS CONSPICUOUS NOTICE IS NOT INTENDED TO PROVIDE OR ALTER THE RIGHTS AND OBLIGATIONS OF THE PARTIES, ALL OF WHICH ARE SPECIFIED ELSEWHERE IN THIS AGREEMENT.    

(a) Termination for Default . A Party shall be in default under this Agreement if:

(i) the Party materially breaches any provision of this Agreement and such breach is not cured within fifteen (15) Business Days after notice thereof (which notice shall describe such breach in reasonable detail) is received by such Party; or

(ii) the Party (A) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Applicable Law, or has any such petition filed or commenced against it, (B) makes an assignment or any general arrangement for the benefit of creditors, (C) otherwise becomes bankrupt or insolvent (however evidenced) or (D) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets.

If either Party is in default as described above, then (i) if TRMC is in default, TLO may or (ii) if TLO is in default, TRMC may: (1) terminate this Agreement upon notice to the defaulting Party; (2) withhold any payments due to the defaulting Party under this Agreement; and/or (3) pursue any other remedy at law or in equity.

(b)     Termination due to Rescission by TLO . In the event that TLO should reasonably determine that the CSLC has finally:

(i)    refused to approve the Lease Renewal for TRMC;

(ii)    refused to approve the Lease Assignment at the time of the Lease Renewal, or earlier if TLO should request that TRMC seek an earlier assignment of the Wharf Lease; or

(iii)    imposed conditions upon the Lease Renewal or Lease Assignment that are unacceptable to TLO and not consistent with current terms (other than increased rent, in accordance with current standards);

and TLO has rescinded the contribution of the Amorco Assets made pursuant to the Contribution Agreement, then TLO may terminate this Agreement effective as of the date of rescission specifically provided for in the Contribution Agreement; provided , however , that indemnities will remain in place for liabilities and conditions arising prior to the Commencement Date and for liabilities relating to TLO's operation of the Amorco Assets between the Commencement Date and the date of rescission. Revenues

and expenses during the time period between the Commencement Date and the date of rescission will not be refunded or reimbursed.

(c)     Obligations at Termination . TRMC shall, upon expiration or termination of this Agreement, promptly remove all of its Products from the Storage Facility and Pipelines within thirty (30) days of such termination or expiration. In the event all of the Product is not removed within such thirty (30) day period, TRMC shall be assessed a holdover storage fee, calculated on the same basis as the Throughput and Tankage Fees, to all Products held in storage more than thirty (30) days beyond the termination or expiration of this Agreement until such time TRMC's entire Product is removed from the Tanks and the Storage Facility.

(d)     Right to Enter New Agreement . Upon termination of this Agreement for reasons other than (x) a default by TRMC, (y) a termination due to rescission, and (y) any other termination of this Agreement initiated by TRMC pursuant to Section 21 or Section 22, TRMC shall have the right to require TLO to enter into a new marine terminal use and throughput agreement with TRMC that (i) is consistent with the terms set forth in this Agreement, (ii) relates to the same Amorco Assets that are the subject matter of this Agreement, and (iii) has commercial terms that are, in the aggregate, equal to or more favorable to TLO than fair market value terms as would be agreed by similarly-situated parties negotiating at arm's length; provided , however , that the term of any such new marine terminal use and throughput agreement shall not extend beyond April 30, 2031 .

(e)     Right of First Refusal . In the event that TLO proposes to enter into a marine terminal use and throughput agreement with a third party upon the termination of this Agreement for reasons other than (x) by default by TRMC, (y) termination due to rescission, and (z) any other termination of this Agreement initiated by TRMC pursuant to Section 21 or Section 22, TLO shall give TRMC ninety (90) days prior written notice of any proposed new marine terminal use and throughput agreement with a third party, including (i) details of all of the material terms and conditions thereof and (ii) a thirty (30)-day period (beginning upon TRMC's receipt of such written notice) (the “ MTUTA First Offer Period ”) in which TRMC may make a good faith offer to enter into a new marine terminal use and throughput agreement with TLO (the “ MTUTA Right of First Refusal ”).  If TRMC makes an offer on terms no less favorable to TLO than the third-party offer with respect to such marine terminal use and throughput agreement during the MTUTA First Offer Period, then TLO shall be obligated to enter into a marine terminal use and throughput agreement with TRMC on the terms set forth in subsection (c) above. If TRMC does not exercise its MTUTA Right of First Refusal in the manner set forth above, TLO may, for the next ninety (90) days, proceed with the negotiation of the third-party marine terminal use and throughput agreement. If no third-party marine terminal use and throughput agreement is consummated during such ninety-day period, the terms and conditions of this Section 20(e) shall again become effective. Notwithstanding anything contained in this Section 20(e) to the contrary, TRMC's MTUTA Right of First Refusal shall only be available and exercisable for a period of one hundred twenty (120) days after termination of this Agreement for reasons other than (x) by default by TRMC, (y) termination due to rescission, and (z) any other termination of this Agreement initiated by TRMC pursuant to Section 21 or Section 22.

(a)    As soon as possible upon the occurrence of a Force Majeure, TLO shall provide TRMC with written notice of the occurrence of such Force Majeure (a “ Force Majeure Notice ”). TLO shall identify in such Force Majeure Notice the approximate length of time that TLO reasonably believes in good faith such Force Majeure shall continue (the “ Force Majeure Period ”). If TLO is unable to perform or is delayed in performing, in whole or in part, its obligations hereunder as a result of such Force Majeure, then TLO's obligations shall be suspended during, but no longer than, the continuance of such

Force Majeure event, subject to Sections 6(c) through (f) above. If TLO advises in any Force Majeure Notice that it reasonably believes in good faith that the Force Majeure Period shall continue for more than twelve (12) consecutive Months, then, subject to Section 6 above, at any time after TLO delivers such Force Majeure Notice, either Party may terminate that portion of this Agreement relating to the affected Wharf, Pipeline(s) and/or Tank(s) (with a corresponding and pro rata adjustment in the applicable Throughput and Tankage Fees and URPP Use Fee), but only upon delivery to the other Party of a notice (a “ Termination Notice ”) at least twelve (12) Months prior to the expiration of the Force Majeure Period; provided , however ; that such Termination Notice shall be deemed cancelled and of no effect if the Force Majeure Period ends prior to the expiration of such twelve-Month period. For the avoidance of doubt, neither Party may exercise its right under this Section 21(a) to terminate this Agreement as a result of a Force Majeure with respect to any machinery, storage, tanks, lines of pipe or other equipment that has been unaffected by, or has been restored to working order since, the applicable Force Majeure, including pursuant to a Restoration under Section 6.

(b)    Notwithstanding the foregoing, if TRMC delivers a Termination Notice to TLO (the “ TRMC Termination Notice ”) and, within thirty (30) days after receiving such TRMC Termination Notice, TLO notifies TRMC that TLO reasonably believes in good faith that it shall be capable of fully performing its obligations under this Agreement within a reasonable period of time, then the TRMC Termination Notice shall be deemed revoked and the applicable portion of this Agreement shall continue in full force and effect as if such TRMC Termination Notice had never been given.

(a)    In the event that TRMC decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive Months, TRMC may provide written notice to TLO of TRMC's intent to terminate this Agreement (the “ Suspension Notice ”). Such Suspension Notice shall be sent at any time after TRMC has publicly announced such suspension and, upon the expiration of the twelve (12)-Month period following the date such notice is sent (the “ Notice Period ”), this Agreement shall terminate. If TRMC publicly announces, more than two (2) Months prior to the expiration of the Notice Period, its intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked, and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered.

(b)    During the Notice Period, TRMC shall remain liable for Monthly payments of the Throughput and Tankage Fees and the URPP Use Fee and any reimbursements or surcharges hereunder.

(c)    During the Notice Period, TLO will not be obligated to provide exclusive dedicated use of the Amorco Assets for TRMC; provided , however , that TLO shall continue to allow TRMC use of the Amorco Assets on a priority basis, and TLO shall not dedicate any portion of the Amorco Assets to common carrier service without the prior written approval of TRMC, which approval shall not be unreasonably withheld or delayed.

(d)    Upon the expiration of the Notice Period, this Agreement shall terminate, except as provided in subsection (e) below, and TRMC's approval shall not be required for TLO to dedicate any of the Amorco Assets to common carrier service.

(e)    If the Notice Period shall occur during the Interim Period, then TRMC and TLO shall cooperate in good faith to obtain all required approvals of the CSLC and CDFG and other state agencies to permit the Lease Assignment and COFR Assignment and the transfer of the Pipelines as early as reasonably practicable, but the provisions specified in Section 6 of this Agreement regarding

reimbursement for TRMC's costs as Lessee of the Wharf Lease and owner of the Pipelines shall continue through the Interim Period.

(f)    TRMC is not permitted to suspend or reduce its obligations under this Agreement in connection with a shutdown of the Refinery for scheduled turnarounds or other regular servicing or maintenance. If refining operations at the Refinery are suspended for any reason (including Refinery turnarounds and other scheduled maintenance), then TRMC shall remain liable for the Throughput and Tankage Fees and the URPP Use Fee and any reimbursements or surcharges under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. TRMC shall provide at least thirty (30) days' prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance.

(a) TRMC shall not assign any of its rights or obligations under this Agreement without TLO's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided , however , that TRMC may assign this Agreement without TLO's consent in connection with a sale by TRMC of the Refinery so long as the transferee: (i) agrees to assume all of TRMC's obligations under this Agreement and (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by TRMC in its reasonable judgment.

(b) TLO shall not assign any of its rights or obligations under this Agreement without TRMC's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided , however , that (i) subject to Section 23(d) below, TLO may assign this Agreement without TRMC's consent in connection with a sale by TLO of all or substantially all of the Amorco Assets so long as the transferee: (A) agrees to assume all of TLO's obligations under this Agreement; (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by TLO in its reasonable judgment; and (C) is not a competitor of TRMC; and (ii) TLO shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLO.

(c) Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio . A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

(d) In the event that TLO proposes to sell all or substantially all of the Amorco Assets to a third party, TLO shall give TRMC ninety (90) days' prior written notice of any such sale, including (i) details of all of the material terms and conditions thereof, including without limitation, a firm commitment by a capable third party purchaser to purchase the Amorco Assets at specified price, and (ii) a sixty (60)-day period (beginning upon TRMC's receipt of such written notice) (the “ Purchase First Offer Period ”) in which TRMC may make a good faith offer to purchase the Amorco Assets from TLO (the “ Purchase Right of First Refusal ”).  If TRMC makes an offer on terms no less favorable to TLO than the third-party offer with respect to such sale during the Purchase First Offer Period, then TLO shall be obligated to sell the Amorco Assets to TRMC on the same terms set forth in such offer to purchase by the third party. If TRMC does not exercise its Purchase Right of First Refusal in the manner set forth above, TLO may, for the next ninety (90) days, proceed with the negotiation of the sale of the Amorco Assets. If such sale is not consummated during such ninety (90) period, the terms and conditions of this Section 23(d) shall again become effective.

(e) TRMC's obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided , however , that in the case of any Partnership Change of Control or the sale of all or substantially all of the Amorco Assets to a purchaser other than TRMC, TRMC shall retain the option to extend the Term of this Agreement as provided in Section 4, and the Identification Date (as defined in the Omnibus Agreement) shall be deemed to have occurred, if it has not already occurred by reason of the passage of time. TLO shall provide TRMC with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

24. INSURANCE

(a)    At all times during the Term of this Agreement and for a period of two (2) years after termination of this Agreement for any coverage maintained on a “claims-made” or “occurrence” basis, each Party shall maintain at its expense the below listed insurance in the amounts specified below which are minimum requirements. Such insurance shall provide coverage to each Party, as applicable, and such policies, other than Worker's Compensation Insurance, shall include each Party as an Additional Insured, as applicable. Each policy shall provide that it is primary to and not contributory with any other insurance, including any self-insured retention, maintained by either Party (which shall be excess) and each policy shall provide the full coverage required by this Agreement. All such insurance shall be written with carriers and underwriters acceptable to both Parties, and eligible to do business in the State of California and having and maintaining an A.M. Best financial strength rating of no less than “A-“ and financial size rating no less than “VII”; provided that either Party may procure worker's compensation insurance from the State of California. All limits listed below are required MINIMUM LIMITS:

    

(b)    All such policies must be endorsed with a Waiver of Subrogation endorsement, effectively waiving rights of recovery under subrogation or otherwise, against either Party, as applicable, and shall contain where applicable, a severability of interest clause and a standard cross liability clause.

(c)    Upon execution of this Agreement and prior to the operation of any equipment by either Party, each Party will furnish to the other Party, and at least annually thereafter (or at any other times upon request by a Party) during the Term of this Agreement (and for any coverage maintained on a “claims-made” basis, for two (2) years after the termination of this Agreement), insurance certificates and/or certified copies of the original policies to evidence the insurance required herein. Such certificates shall be in the form of the “Accord” Certificate of Insurance, and reflect that they are for the benefit of such Party and shall provide that there will be no material change in or cancellation of the policies unless such Party is given at least thirty (30) days prior written notice. Certificates providing evidence of renewal of coverage shall be furnished to each Party prior to policy expiration.

(d)    Each Party shall be solely responsible for any applicable deductibles or self-insured retention.

All notices, requests, demands, and other communications hereunder will be in writing and will be deemed to have been duly given: (i) if by transmission by facsimile or hand delivery, when delivered; (ii) if mailed via the official governmental mail system, five (5) Business Days after mailing, provided said notice is sent first class, postage pre-paid, via certified or registered mail, with a return receipt requested; (iii) if mailed by an internationally recognized overnight express mail service such as Federal Express, UPS, or DHL Worldwide, one (1) Business Day after deposit therewith prepaid; or (iv) by e-mail one (1) Business Day after delivery with receipt confirmed. All notices will be addressed to the Parties at the respective addresses as follows:

If to TRMC, to:

Tesoro Refining and Marketing Company

19100 Ridgewood Parkway

San Antonio, Texas 78259

For legal notices :

Attention: Charles S. Parrish, General Counsel

phone: (210) 626-4280

fax: (210) 745-4494

email: charles.s.parrish@tsocorp.com

For all other notices and communications :

Attention: Ralph J. Grimmer, Vice President, Logistics

phone: (210) 626-4379

fax: (210) 745-4631

email: Ralph.J.Grimmer@tsocorp.com

If to TLO, to:

Tesoro Logistics Operations LLC

19100 Ridgewood Parkway

San Antonio, Texas 78259

For legal notices :

Attention: Charles S. Parrish, General Counsel

phone: (210) 626-4280

fax: (210) 745-4494

email: charles.s.parrish@tsocorp.com

For all other notices and communications :

Attention: Victoria R. Somers, Contracts Administrator - Logistics

phone: (210) 626-6390

fax: (210) 745-4490

email: victoria.r.somers@tsocorp.com

or to such other address or to such other Person as either Party will have last designated by notice to the other Party.

(a) Obligations . Each Party shall use reasonable efforts to retain the other Parties' Confidential Information in confidence and not disclose the same to any third party nor use the same, except as authorized by the disclosing Party in writing or as expressly permitted in this Section 26 . Each Party further agrees to take the same care with the other Party's Confidential Information as it does with its own, but in no event less than a reasonable degree of care. Excepted from these obligations of confidence and non-use is that information which:

(i)    is available, or becomes available, to the general public without fault of the receiving Party;

(ii)    was in the possession of the receiving Party on a non-confidential basis prior to receipt of the same from the disclosing Party;

(iii)    is obtained by the receiving Party without an obligation of confidence from a third party who is rightfully in possession of such information and, to the receiving Party's knowledge, is under no obligation of confidentiality to the disclosing Party; or

(iv)    is independently developed by the receiving Party without reference to or use of the disclosing Party's Confidential Information.

For the purpose of this Section 26 , a specific item of Confidential Information shall not be deemed to be within the foregoing exceptions merely because it is embraced by, or underlies, more general information in the public domain or in the possession of the receiving Party.

(b) Required Disclosure . Notwithstanding Section 26(a) above, if the receiving Party becomes legally compelled to disclose the Confidential Information by a court, Governmental Authority or Applicable Law, or is required to disclose by the listing standards of any applicable securities exchange, any of the disclosing Party's Confidential Information, the receiving Party shall promptly advise the disclosing Party of such requirement to disclose Confidential Information as soon as the receiving Party becomes aware that such a requirement to disclose might become effective, in order that, where possible, the disclosing Party may seek a protective order or such other remedy as the disclosing Party may consider appropriate in the circumstances. The receiving Party shall disclose only that portion of the disclosing Party's Confidential Information that it is required to disclose and shall cooperate with the disclosing Party in allowing the disclosing Party to obtain such protective order or other relief.

(c) Return of Information . Upon written request by the disclosing Party, all of the disclosing Party's Confidential Information in whatever form shall be returned to the disclosing Party or destroyed with destruction certified by the receiving Party upon termination of this Agreement, without the receiving Party retaining copies thereof except that one copy of all such Confidential Information may be retained by a Party's legal department solely to the extent that such Party is required to keep a copy of such Confidential Information pursuant to Applicable Law, and the receiving Party shall be entitled to retain any Confidential Information in the electronic form or stored on automatic computer back-up archiving systems during the period such backup or archived materials are retained under such Party's customary procedures and policies; provided , however , that any Confidential Information retained by the receiving Party shall be maintained subject to confidentiality pursuant to the terms of this Section 26, and such archived or back-up Confidential Information shall not be accessed except as required by Applicable Law.

(d) Receiving Party Personnel . The receiving Party will limit access to the Confidential Information of the disclosing Party to those of its employees, attorneys and contractors that have a need to know such information in order for the receiving Party to exercise or perform its rights and obligations under this Agreement (the “ Receiving Party Personnel ”). The Receiving Party Personnel who have access to any Confidential Information of the disclosing Party will be made aware of the confidentiality provision of this Agreement, and will be required to abide by the terms thereof. Any third party contractors that are given access to Confidential Information of a disclosing Party pursuant to the terms hereof shall be required to sign a written agreement pursuant to which such Receiving Party Personnel agree to be bound by the provisions of this Agreement, which written agreement will expressly state that it is enforceable against such Receiving Party Personnel by the disclosing Party.

(e) Survival . The obligation of confidentiality under this Section 26 shall survive the termination of this Agreement for a period of two (2) years.

27. MISCELLANEOUS

(a) Modification; Waiver . This Agreement may be terminated, amended or modified only by a written instrument executed by the Parties. Any of the terms and conditions of this Agreement may be waived in writing at any time by the Party entitled to the benefits thereof. No waiver of any of the terms and conditions of this Agreement, or any breach thereof, will be effective unless in writing signed by a

duly authorized individual on behalf of the Party against which the waiver is sought to be enforced. No waiver of any term or condition or of any breach of this Agreement will be deemed or will constitute a waiver of any other term or condition or of any later breach (whether or not similar), nor will such waiver constitute a continuing waiver unless otherwise expressly provided.

(b) Entire Agreement . This Agreement, together with the Schedules, constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the Parties in connection therewith.

(c) Governing Law; Jurisdiction . This Agreement shall be governed by the laws of the State of Texas without giving effect to its conflict of laws principles. Each Party hereby irrevocably submits to the exclusive jurisdiction of any federal court of competent jurisdiction situated in the United States District Court for the Western District of Texas, San Antonio Division, or if such federal court declines to exercise or does not have jurisdiction, in the district court of Bexar County, Texas. The Parties expressly and irrevocably submit to the jurisdiction of said Courts and irrevocably waive any objection which they may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement brought in such Courts, irrevocably waive any claim that any such action, suit or proceeding brought in any such Court has been brought in an inconvenient forum and further irrevocably waive the right to object, with respect to such claim, action, suit or proceeding brought in any such Court, that such Court does not have jurisdiction over such Party. The Parties hereby irrevocably consent to the service of process by registered mail, postage prepaid, or by personal service within or without the State of Texas. Nothing contained herein shall affect the right to serve process in any manner permitted by law.

(d) Counterparts . This Agreement may be executed in one or more counterparts (including by facsimile or portable document format (pdf)) for the convenience of the Parties hereto, each of which counterparts will be deemed an original, but all of which counterparts together will constitute one and the same agreement.

(e) Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be valid and effective under applicable law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance will be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision hereof, and the Parties will negotiate in good faith with a view to substitute for such provision a suitable and equitable solution in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(f) No Third Party Beneficiaries . It is expressly understood that the provisions of this Agreement do not impart enforceable rights in anyone who is not a Party or successor or permitted assignee of a Party.

(g) WAIVER OF JURY TRIAL . EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS RELATING TO THIS AGREEMENT OR ANY PERFORMANCE OR FAILURE TO PERFORM OF ANY OBLIGATION HEREUNDER.

(h) Schedules . Each of the Schedules attached hereto and referred to herein is hereby incorporated in and made a part of this Agreement as if set forth in full herein.

[Remainder of this page intentionally left blank.]

IN WITNESS WHEREOF , the Parties hereto have duly executed this Agreement as of the date first written above.

Signature Page to

Amorco Marine Terminal Use and Throughput Agreement

SCHEDULE A

PIPELINES

SCHEDULE C

Form of General Terms and Conditions to be used for Amorco Assets

(Please See Attached.)

GENERAL TERMS AND CONDITIONS

(Amorco Assets)