Exhibit 10.2

AMENDMENT NO. 1 TO TRANCHE 1 CONTRIBUTION AGREEMENT

This Amendment No. 1 to the Tranche 1 Contribution Agreement (the “ Amendment No. 1 ”), dated and effective as of December 6, 2013, 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 & Marketing Company LLC, a Delaware limited liability company (“ TRMC ”). The above-named entities are sometimes referred to in this Amendment No. 1 individually as a “ Party ” and collectively as the “ Parties .”

RECITALS

WHEREAS , TRMC purchased certain assets and properties pursuant to the Purchase and Sale Agreement dated August 8, 2012, as amended (the “ BP Purchase and Sale Agreement ”) by and among the Sellers (as defined in the BP Purchase and Sale Agreement) and TRMC;

WHEREAS , TRMC contributed a portion of the assets acquired pursuant to the BP Purchase and Sale Agreement to the General Partner, the General Partner contributed those assets to the Partnership and the Partnership contributed those assets to the Operating Company pursuant to the Contribution, Conveyance and Assumption Agreement dated May 17, 2013, by and among the Parties (the “ Tranche 1 Contribution Agreement ”);

WHEREAS , TRMC contributed a further portion of the assets acquired pursuant to the BP Purchase and Sale Agreement to the General Partner, the General Partner contributed those assets to the Partnership and the Partnership contributed those assets to the Operating Company pursuant to the Contribution, Conveyance and Assumption Agreement dated November 18, 2013 by and among the Parties and Carson Cogeneration Company, a Delaware corporation (the “ Tranche 2 Contribution Agreement ”);

WHEREAS , the Parties desire to have the indemnity obligations related to the assets subject to the Tranche 1 Contribution Agreement and the Tranche 2 Contribution Agreement, and the related provisions of the BP Purchase and Sale Agreement, to be in one agreement and therefore have executed the Carson Assets Indemnity Agreement dated as of the date hereof (the “ Carson Assets Indemnity Agreement ”); and

WHEREAS , in connection with the execution of the Carson Assets Indemnity Agreement, the Parties desire to enter into this Amendment No. 1 to amend the indemnity provisions of the Tranche 1 Contribution Agreement.

NOW, THEREFORE , 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 hereby agree as follows:

1. Article I ( Definitions ) of the Tranche 1 Contribution Agreement is amended as follows:

(a) The following defined terms are deleted in their entirety: “ Affiliate ”, “ Buyer Indemnified Parties ”, “ Cap ”, “ Dispute Resolution Firm ”, “ Disputed Claim ”, “ Governmental Authority ”, “ Indemnified Parties ”, “ Indemnity Claims ”, “ Indemnity Coverage Minimum ”, “ Loss ”, “ Partnership Indemnified Party ”, “ Representation Indemnity Amount ”, “ Seller Indemnified Party ”, “ Third Party Environmental Claim ”, “ Third Party Environmental Indemnity Claims ”, “ Total Equity Balance ”, “ TRMC Remedial Work ”, “ Warranty Claims ”.

(b) The following defined term is added in its appropriate alphabetical order: “ Carson Assets Indemnity Agreement ” means the Carson Assets Indemnity Agreement dated as of December 6, 2013, by and among the Parties.

2. Article IV ( Covenants and Indemnification ) of the Tranche 1 Contribution Agreement is amended as follows:

(a) Sections 4.2(b) through 4.7 are deleted in their entirety and replaced with a new Section 4.3, which shall read as follows: “Except for claims for indemnification for a breach of this Agreement, the Parties acknowledge and agree that any and all claims for indemnification with respect to the applicable Assets shall be governed by the terms of the Carson Assets Indemnity Agreement.”

(b) Section 4.8 ( Right of Entry Agreements ) shall be renumbered as Section 4.4.

3. Section 5.4 ( No Third Party Rights ) of the Tranche 1 Contribution Agreement is amended in its entirety to read as follows: “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.”

4. Schedule 4.3 ( Environmental Liabilities ) to the Tranche 1 Contribution Agreement is deleted in its entirety.

5. Other than as set forth above, the Tranche 1 Contribution Agreement shall remain in full force and effect as written.

6. This Amendment No. 1 shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

7. The provisions of this Amendment No. 1 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 Amendment No. 1.

8. This Amendment No. 1 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 Amendment No. 1 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.

9. If any of the provisions of this Amendment No. 1 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 Amendment No. 1. Instead, this Amendment No. 1 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 Amendment No. 1 at the time of execution of this Amendment No. 1.

10. This Amendment No. 1 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.

11. This Amendment No. 1 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 Amendment No. 1 by facsimile transmission or in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart hereof.

[ Signature Page Follows ]

IN WITNESS WHEREOF , the Parties have executed and delivered this Amendment No. 1 effective as of the date first written above.

Signature Page to Amendment No. 1 to

Tranche 1 Contribution Agreement

Exhibit 10.3

CARSON ASSETS INDEMNITY AGREEMENT

This Carson Assets Indemnity Agreement (this “ Agreement ”), dated as of December 6, 2013 (the “ Execution Date ”), 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 & Marketing Company LLC, a Delaware limited liability company (“ TRMC ”). The above-named entities are sometimes referred to in this Agreement individually as a “ Party ” and collectively as the “ Parties .”

RECITALS

WHEREAS , TRMC purchased certain assets and properties pursuant to the Purchase and Sale Agreement dated August 8, 2012 by and among the Sellers (as defined below) and TRMC (as such agreement may be amended, supplemented or restated from time to time, the “ BP Purchase and Sale Agreement ”);

WHEREAS , TRMC contributed a portion of the assets acquired pursuant to the BP Purchase and Sale Agreement to the General Partner, the General Partner contributed those assets to the Partnership and the Partnership contributed those assets to the Operating Company pursuant to the Contribution, Conveyance and Assumption Agreement dated May 17, 2013, by and among Tesoro, TRMC, the General Partner, the Partnership and the Operating Company (as such agreement may be amended, supplemented or restated from time to time, the “ Tranche 1 Contribution Agreement ”);

WHEREAS , TRMC contributed a portion of the assets acquired pursuant to the BP Purchase and Sale Agreement, the General Partner contributed those assets to the Partnership and the Partnership contributed those assets to the Operating Company pursuant to the Contribution, Conveyance and Assumption Agreement dated November 18, 2013 by and among the Parties and Carson Cogeneration Company, a Delaware corporation (as such agreement may be amended, supplemented or restated from time to time, the “ Tranche 2 Contribution Agreement ”); and

WHEREAS , the Parties wish to enter into this agreement to memorialize their indemnity obligations with respect to the assets acquired by the Operating Company pursuant to the Tranche 1 Contribution Agreement and the Tranche 2 Contribution Agreement (together, the “ Contribution Agreements ”).

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

ARTICLE I

DEFINITIONS

Section 1.1 Capitalized terms used herein shall have the respective meanings ascribed to such terms below:

“ Affiliate ” has the meaning given to that term in the BP Purchase and Sale Agreement, provided, however, that for the purposes of this Agreement, the term does not include any entities or individuals who control or have the right to control the Partnership.

“ Agreement ” has the meaning set forth in the preamble above.

“ Assets ” means the assets described on Exhibit A .

“ BP Closing Date ” means June 1, 2013.

“ BP Purchase and Sale Agreement ” has the meaning set forth in the Recitals above.

“ BP Retained Liabilities ” has the meaning given to the term “Retained Liabilities” in the BP Purchase and Sale Agreement, provided, however, for the purposes of this Agreement, the term shall not include the Partnership Indemnified Parties.

“ Buyer Indemnified Party ” has the meaning given to that term in the BP Purchase and Sale Agreement.

“ Cap ” has the meaning set forth in Section 2.7(a) .

“ Contribution Agreements ” has the meaning set forth in the Recitals above.

“ Dispute Resolution Firm ” has the meaning set forth in Section 2.7(e)(i) .

“ Disputed Claim ” has the meaning set forth in Section 2.7(e) .

“ Environmental Law ” has the meaning given to that term in the BP Purchase and Sale Agreement.

“ Execution Date ” has the meaning set forth in the preamble above.

“ General Partner ” has the meaning set forth in the preamble above.

“ Governmental Authority ” has the meaning given to that term in the BP Purchase and Sale Agreement.

“ Indemnified Parties ” means the Buyer Indemnified Parties and the Partnership Indemnified Parties.

“ Indemnity Claims ” has the meaning set forth in Section 2.7(a) .

“ Indemnity Coverage Minimum ” has the meaning set forth in Section 2.8(a) .

“ Loss ” or “ Losses ” have the meanings given to those terms in the BP Purchase and Sale Agreement.

“ Operating Company ” has the meaning set forth in the preamble above.

“ Partnership ” has the meaning set forth in the preamble above.

“ Partnership Change of Control ” has the meaning set forth in the Second Amended and Restated Omnibus Agreement.

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

“ Partnership Indemnified Party ” has the meaning set forth in Section 2.6(b) .

“ Party ” and “ Parties ” have the meanings set forth in the preamble above.

“ Remedial Work ” has the meaning given to that term in the BP Purchase and Sale Agreement, provided, however, for the purposes of this Agreement, such term does not include any of the BP Retained Liabilities.

“ Representation Indemnity Amount ” has the meaning set forth in Section 2.7(b)(ii) .

“ Second Amended and Restated Omnibus Agreement ” has the meaning given to that term in the Tranche 1 Contribution Agreement.

“ Seller Indemnified Party ” has the meaning given to that term in the BP Purchase and Sale Agreement.

“ Sellers ” has the meaning given to that term in the BP Purchase and Sale Agreement.

“ Terminals ” has the meaning given to that term in the Tranche 1 Contribution Agreement.

“ Tesoro ” has the meaning set forth in the preamble above.

“ Third Party Environmental Claim ” has the meaning given to that term in the BP Purchase and Sale Agreement.

“ Third Party Environmental Indemnity Claims ” has the meaning set forth in Section 2.7(a) .

“ Total Equity Balance ” has the meaning set forth in Section 2.8(a) .

“ Tranche 1 Assets ” has the meaning set forth in Exhibit A .

“ Tranche 1 Contribution Agreement ” has the meaning set forth in the Recitals above.

“ Tranche 2 Assets ” has the meaning set forth in Exhibit A .

“ Tranche 2 Contribution Agreement ” has the meaning set forth in the Recitals above.

“ TRMC ” has the meaning set forth in the preamble above.

“ TRMC Remedial Work ” has the meaning set forth in Section 2.6(a) .

“ Warranty Claims ” has the meaning set forth in Section 2.7(a) .

ARTICLE II

COVENANTS AND INDEMNIFICATION CLAIMS RELATED TO THE

BP PURCHASE AND SALE AGREEMENT

Section 2.1 No Amendment . TRMC agrees that it will not amend or waive any provision of the BP Purchase and Sale Agreement, if such amendment or waiver would reasonably be expected to be adverse to the Partnership Group’s interest in the Assets, without the prior written consent of the Operating Company.

Section 2.2 Post-Closing Compliance . The Operating Company agrees to comply with the “Post-Closing Covenants” of TRMC contained in Article 12 of the BP Purchase and Sale Agreement as if the Operating Company were a party thereto to the extent such covenants apply to the Assets and to the extent that the Operating Company is allowed to comply with respect to Assets it does not own pursuant to the operating agreements and subleases executed in connection with the Tranche 2 Contribution Agreement. TRMC hereby agrees to use commercially reasonable efforts to ensure the Sellers comply with their obligations with respect to the Assets under the terms of Article 12 of the BP Purchase and Sale Agreement, and TRMC further agrees that, in the event TRMC receives the benefit of any actions taken by the Sellers in satisfaction of such covenants, TRMC shall use commercially reasonable efforts to ensure that the Operating Company receives the benefit of such actions.

Section 2.3 Benefit of BP Representations . In addition to the assignment of rights under the BP Purchase and Sale Agreement as part of the Assets, TRMC agrees that, as between TRMC and the Operating Company, the Operating Company shall have the benefit of all of Sellers’ representations, warranties, covenants and indemnities in the BP Purchase and Sale Agreement relating to the Assets as if the Operating Company was a party thereto; provided, however, that the Operating Company may coordinate through TRMC for any claim with respect thereto as set forth herein.

Section 2.4 Losses . Upon a Loss incurred by any Partnership Indemnified Party on or after the BP Closing Date with respect to the Assets arising out of (i) a breach of a representation or warranty made by the Sellers under the BP Purchase and Sale Agreement, (ii) a Third Party Environmental Claim filed in state or federal court or first identified in any order, notice or request issued by, or any investigation initiated by a Governmental Authority within two years of the BP Closing Date, (iii) a breach of a covenant of the Sellers under the BP Purchase and Sale Agreement, or (iv) the BP Retained Liabilities, the Operating Company shall promptly notify TRMC thereof with sufficient detail to enable TRMC to take action as set forth below. Based on the assignment of rights under the BP Purchase and Sale Agreement as part of the Assets, the Operating Company may make a direct claim against the Sellers with respect to applicable claims. In addition, if requested by the Operating Company, upon receipt of any such notice from, and discussion with, the Operating Company, TRMC shall promptly make an indemnification claim against the Sellers with respect to such Loss in accordance with the terms of the BP Purchase and Sale Agreement. In connection with any such claim for indemnification, TRMC shall take direction from the Operating Company with respect to the conduct and resolution of any such claim, and agrees to use commercially reasonable efforts to comply with such instructions from the Operating Company. It is the intent of this provision that no Partnership Indemnified Party have any direct claims against TRMC with respect to any Losses arising out of clauses (i) through (iv) of this Section 2.4 , but it is intended that the Partnership Indemnified Parties benefit with respect to any such claims as if they were parties to the BP Purchase and Sale Agreement. Upon any recovery by TRMC from the Sellers for indemnification claims made on behalf of any Partnership Indemnified Party due to Losses arising out of clauses (iii) and (iv) of this Section 2.4 , TRMC shall promptly pay the full amount of such recoveries to the applicable Partnership Indemnified Party. Upon any recovery by TRMC from the Sellers for indemnification claims made on behalf of any Partnership Indemnified Party due to Losses arising out of clauses (i) and (ii) of this Section 2.4 or any indemnification claims made on behalf of any Buyer Indemnified Party arising out of similar claims thereto under the BP Purchase and Sale Agreement (which for clarity for both the Partnership Indemnified Parties and the Buyer Indemnified Parties are the Warranty Claims and Third Party Environmental Indemnity Claims described in Section 2.7 ), TRMC and the Operating Company agree to allocate such recoveries pursuant to Section 2.7 . The Operating Company shall pay the reasonable costs and expenses incurred by TRMC in making such claim on behalf of the Operating Company. The Operating Company, on behalf of the Partnership Indemnified Parties, acknowledges and agrees that the procedures for indemnification in this Section 2.4 are the exclusive remedies of the Partnership Indemnified Parties for Losses arising out clauses (i) through (iv) of this Section 2.4 .

Section 2.5 Indemnity by Operating Company .

(a) The Operating Company agrees to indemnify any Buyer Indemnified Party for any Losses incurred by any Buyer Indemnified Party on or after the BP Closing Date due to a claim for indemnification made by a Seller Indemnified Party arising out of any obligation assumed by the Operating Company with respect to the Assets pursuant to the Contribution Agreements.

(b) The Operating Company shall indemnify, defend and hold harmless each Buyer Indemnified Party from and against any Losses suffered or incurred by a Buyer Indemnified Party by reason of a third party claim arising from or relating to the ownership, use and/or operation of the Tranche 1 Assets after the BP Closing Date or the ownership, use and/or operation of the Tranche 2 Assets after the Execution Date.

(c) Upon any Buyer Indemnified Party being made aware of such a claim, TRMC shall promptly make a claim for indemnification against the Operating Company, and the Operating Company and TRMC, on behalf of the Buyer Indemnified Parties, agree to conduct and resolve such a claim in accordance with the procedures provided in Section 3.6 of the Second Amended and Restated Omnibus Agreement. TRMC, on behalf of the Buyer Indemnified Parties, acknowledges and agrees that the procedures for indemnification in this Section 2.5 are the exclusive remedies of the Buyer Indemnified Parties for Losses pursuant to this Section 2.5 .

Section 2.6 Environmental Indemnity by TRMC .

(a) TRMC shall be responsible for and shall perform Remedial Work arising from or relating to the ownership, use and/or operation of the Tranche 1 Assets prior to the BP Closing Date, including the Remedial Work listed on Schedule 2.6 , and Remedial Work arising from or relating to the ownership, use and/or operation of the Tranche 2 Assets prior to the Execution Date (collectively, the “ TRMC Remedial Work ”). The Operating Company shall be responsible for and bear any and all costs associated with operating the Tranche 1 Assets after the BP Closing Date and the Tranche 2 Assets after the Execution Date in compliance with any order, “Environmental Permit” (as defined in the BP Purchase and Sale Agreement) or request of any Governmental Authority.

(b) TRMC shall indemnify, defend and hold harmless the Partnership, the Operating Company, their Affiliates, their respective successors and each of their respective officers (or persons in any similar capacity if such person is not a corporation), employees, consultants and agents of the Partnership, the Operating Company, their Affiliates and their respective successors (each, a “ Partnership Indemnified Party ”) from and against any Losses suffered or incurred by a Partnership Indemnified Party by reason of or arising out of the TRMC Remedial Work, including any failure by TRMC to perform such TRMC Remedial Work.

(c) TRMC shall also indemnify, defend and hold harmless each Partnership Indemnified Party from and against any Losses suffered or incurred by a Partnership Indemnified Party by reason of a Third Party Environmental Claim arising from or relating to the ownership, use and/or operation of the Tranche 2 Assets between the BP Closing Date and the Execution Date, that (i) is filed in state or federal court within two years of the BP Closing Date or (ii) first identified in any order, notice or request issued by, or any investigation initiated by a Governmental Authority pursuant to Environmental Law within two years of the BP Closing Date.

(d) Except as set forth in Sections 2.6(b) and 2.6(c) , in no event shall TRMC have any direct responsibility to the Partnership or the Operating Company for Third Party Environmental Claims or any BP Retained Liabilities relating to the Assets.

(e) Any Hazardous Substances (as defined in the BP Purchase and Sale Agreement) first discovered outside the physical boundaries of any Asset shall be conclusively presumed to be the result of a Release (as defined in the BP Purchase and Sale Agreement) subsequent to the Execution Date if such Hazardous Substances (i) are first discovered more than five (5) years after the BP Closing Date and (ii) do not relate to, or arise out of, the ownership or operation of Terminal 2 (as defined in Exhibit A). For any Hazardous Substances that are outside the physical boundaries of Terminal 2 but have or are alleged to have arisen from or be related to ownership or operation of Terminal 2, there shall be a rebuttable presumption that such Hazardous Substances are the result of a Release prior to the Execution Date if such Hazardous Substances are first discovered within ten (10) years after the Execution Date; and if such Hazardous Substances are first discovered after ten (10) years past the Execution Date, there shall be no presumption, but the provisions of Section 2.6(f) shall apply.

(f) In the event of any dispute between TRMC, on one hand, and the Partnership and the Operating Company, on the other, whether any event, condition or environmental matter occurred before or after the BP Closing Date or before or after the Execution Date, the dispute shall be referred to a third-party qualified environmental consulting firm mutually agreeable to TRMC, the Partnership and the Operating Company who shall evaluate responsibility, and where appropriate, allocate percentage responsibility and liability. The third party consultant shall consider all information submitted to it by TRMC, the Partnership and the Operating Company to make the final determination, but shall not perform additional on-site studies or evaluations unless agreed to by the TRMC, the Partnership and the Operating Company. The following additional procedures shall apply to any such dispute:

(i) TRMC, on one hand, and the Partnership and the Operating Company, on the other, shall provide the other with copies of the relevant records and provide reasonable access to its personnel as necessary to verify the accuracy of the applicable issue;

(ii) within thirty (30) days of the selection of the consulting firm, TRMC, on one hand, and the Partnership and the Operating Company, on the other, shall each submit to the consulting firm (with a copy to the other party) their respective proposals with respect to the determination of the applicable issue;

(iii) the consulting firm shall schedule a hearing at a site mutually agreeable to TRMC, the Partnership and the Operating Company not later than twenty (20) days after receipt of the last proposal;

(iv) no less than seven (7) days prior to the hearing, each party may submit additional information and arguments in response to the proposal offered by the other side;

(v) TRMC, on one hand, and the Partnership and the Operating Company, on the other, shall each pay fifty percent (50%) of the costs of the consulting firm and shall each pay their own costs and expenses related to the hearing;

(vi) within fifteen (15) days after the hearing, the consulting firm shall issue an interim determination in writing as to responsibility, and where appropriate, its determination of the allocation of percentage responsibility and liability;

(vii) within ten (10) days of the consulting firm’s issuance of the interim determination, TRMC, on one hand, and the Partnership and the Operating Company, on the other, may submit suggested corrective language to the consulting firm, which the consulting firm shall determine whether or not to include in its final determination; and

(viii) within ten (10) days of the expiration of the period in Section 2.6(f)(vii) , the consulting firm shall make a final determination in writing as to responsibility and where appropriate, its determination of the allocation of percentage responsibility and liability, which determination shall be final and binding.

(g) In the event any Partnership Indemnified Party desires to make an indemnification claim against TRMC pursuant to Section 2.6(b) or Section 2.6(c) , it may do so pursuant to the procedures for making indemnification claims provided in Section 3.6 of the Second Amended and Restated Omnibus Agreement. For the avoidance of doubt, no other article or section of the Second Amended and Restated Omnibus Agreement shall apply to this Section 2.6 .

Section 2.7 Provisions Regarding Limitations of Liability in the BP Purchase and Sale Agreement .

(a) Until the Sellers have paid an aggregate $150 million (the “ Cap ”) for indemnification claims pursuant to Section 15.2.1 of the BP Purchase and Sale Agreement (“ Warranty Claims ”) and with respect to Third Party Environmental Claims (the “ Third Party Environmental Indemnity Claims ”, and together with the Warranty Claims, the “ Indemnity Claims ”), (y) if applicable, TRMC, on behalf of the Buyer Indemnified Parties, agrees to pay the amounts it receives from the Sellers with respect to the Indemnity Claims to the Indemnified Parties, as applicable, and (z) if applicable, the Indemnified Parties shall direct the Sellers to pay such claims so that the total amounts paid by Sellers are paid, as follows:

(i) to the Buyer Indemnified Parties, in an amount equal to (A) the product of (x) the total amount paid by Sellers with respect to Indemnity Claims and (y) the total amount of Indemnity Claims made by the Buyer Indemnified Parties accepted by Sellers in accordance with terms of the BP Purchase and Sale Agreement divided by the aggregate amount of all Indemnity Claims made by the Indemnified Parties accepted by Sellers in accordance with terms of the BP Purchase and Sale Agreement, minus (B) the amount any amounts previously received by the Buyer Indemnified Parties with respect to Indemnity Claims;

(ii) to the Partnership Indemnified Parties, in an amount equal to (A) the product of (x) the total amount paid by Sellers with respect to Indemnity Claims and (y) the total amount of Indemnity Claims made by the Partnership Indemnified Parties, and by TRMC on behalf thereof, pursuant to Section 2.4 , accepted by Sellers in accordance with terms of the BP Purchase and Sale Agreement divided by the aggregate amount of all claims made by the Indemnified Parties accepted by Sellers in accordance with terms of the BP Purchase and Sale Agreement, minus (B) the amount any recoveries previously received by the Partnership Indemnified Parties; and

(iii) if (A) the total amount of Indemnity Claims made by the Partnership Indemnified Parties, and by TRMC on behalf thereof pursuant to Section 2.4 , accepted by Sellers in accordance with terms of the BP Purchase and Sale Agreement, minus (B) the total amount paid to the Partnership Indemnified Parties pursuant to Section 2.7(a)(ii) , minus (C) any amounts paid by the Buyer Indemnified Parties pursuant to this Section 2.7(a)(iii) , plus (D) any amounts paid by the Partnership Indemnified Parties pursuant to this Section 2.7(a)(iii) , minus (E) the total amount of Warranty Claims made by the Partnership Indemnified Parties, and by TRMC on behalf thereof pursuant to Section 2.4 , and accepted by Sellers in accordance with the terms of the BP Purchase and Sale Agreement up to a maximum of $4 million, is:

(1) a positive amount, that amount shall be paid to the Partnership Indemnified Parties instead of the Buyer Indemnified Parties (and if the amount to be paid by Sellers in the applicable payment is not sufficient upon the reallocation to take into account this amount, the Buyer Indemnified Parties shall pay that insufficiency to the Partnership Indemnified Parties); or

(2) a negative amount, the difference between zero and that negative amount shall be paid to the Buyer Indemnified Parties instead of the Partnership Indemnified Parties (and if the amount to be paid by Sellers in the applicable payment is not sufficient upon the reallocation to take into account this amount, the Partnership Indemnified Parties shall pay that insufficiency to the Buyer Indemnified Parties).

(b) For any Indemnity Claims that would have resulted in a recovery by either Indemnified Party, as determined pursuant to Sections 2.7(d) and (e) , but for the Cap:

(i) first, the Indemnified Parties shall recalculate the amounts receivable pursuant to Section 2.7(a) as follows:

(1) for the Buyer Indemnified Parties, in an amount equal to the product of (x) the total amount of Third Party Environmental Indemnity Claims paid by Sellers and those determined to be valid pursuant to Sections 2.7(d) and (e) , up to the Cap, and (y) the total amount of Third Party Environmental Indemnity Claims made by the Buyer Indemnified Parties accepted by Sellers in accordance with terms of the BP Purchase and Sale Agreement and those determined to be valid pursuant to Sections 2.7(d) and (e)  divided by the aggregate amount of all Third Party Environmental Indemnity Claims made by the Indemnified Parties accepted by Sellers in accordance with terms of the BP Purchase and Sale Agreement and those determined to be valid pursuant to Sections 2.7(d) and (e) ; and

(2) for the Partnership Indemnified Parties, in an amount equal to the product of (x) the total amount of Third Party Environmental Indemnity Claims paid by Sellers and those determined to be valid pursuant to Sections 2.7(d) and (e) , up to the Cap, and (y) the total amount of Third Party Environmental Indemnity Claims made by Partnership Indemnified Parties, and by TRMC on behalf thereof pursuant to Section 2.4 , accepted by Sellers in accordance with terms of the BP Purchase and Sale Agreement and those determined to be valid pursuant to Sections 2.7(d) and (e)  divided by the aggregate amount of all Third Party Environmental Indemnity Claims made by the Indemnified Parties accepted by Sellers in accordance with terms of the BP Purchase and Sale Agreement and those determined to be valid pursuant to Sections 2.7(d) and (e) ;

(ii) second, if the total amount of Third Party Environmental Indemnity Claims paid by Sellers is less than the Cap (such difference, the “ Representation Indemnity Amount ”), the Indemnified Parties shall recalculate the amounts receivable pursuant to Section 2.7(a) with respect thereto as follows:

(1) for the Buyer Indemnified Parties, in an amount equal to the product of (x) the Representation Indemnity Amount and (y) the total amount of Warranty Claims made by the Buyer Indemnified Parties accepted by Sellers in accordance with terms of the BP Purchase and Sale Agreement and those determined to be valid pursuant to Sections 2.7(d) and (e)  divided by the aggregate amount of all Warranty Claims made by the Indemnified Parties accepted by Sellers in accordance with terms of the BP Purchase and Sale Agreement and those determined to be valid pursuant to Sections 2.7(d) and (e) ; and

(2) for the Partnership Indemnified Parties, in an amount equal to the product of (x) the Representation Indemnity Amount and (y) the total amount of Warranty Claims made by the Partnership Indemnified Parties, and by TRMC on behalf thereof pursuant to Section 2.4 , accepted by Sellers in accordance with terms of the BP Purchase and Sale Agreement and those determined to be valid pursuant to Sections 2.7(d) and (e)  divided by the aggregate amount of all Warranty Claims made by the Indemnified Parties accepted by Sellers in accordance with terms of the BP Purchase and Sale Agreement and those determined to be valid pursuant to Sections 2.7(d) and (e) ;

(iii) if the amount recalculated in Section 2.7(b)(i)(1) plus the amount recalculated in Section 2.7(b)(ii)(1) is more than the amount actually received by Buyer Indemnified Parties, the Partnership Indemnified Parties shall pay to the Buyer Indemnified Parties the amount of such difference;

(iv) if the amount recalculated in Section 2.7(b)(i)(2) plus the amount recalculated in Section 2.7(b)(ii)(2) is more than the amount actually received by Partnership Indemnified Parties, the Buyer Indemnified Parties shall pay to the Partnership Indemnified Parties the amount of such difference; and

(v) further, if, by the operation of all of the prior provisions of this Section 2.7(b) , the amount of the Indemnity Claims made by the Partnership Indemnified Parties, and by TRMC on behalf thereof pursuant to Section 2.4 , accepted by the Sellers in accordance with the BP Purchase and Sale Agreement and those determined to be valid pursuant to Sections 2.7(d) and (e)  that are not paid exceeds the greater of (i) $25 million (if only Third Party Environmental Claims exist) or (ii) $25 million plus the amount of applicable Warranty Claims up to $4 million (if Warranty Claims exist), then the Buyer Indemnified Parties shall pay to the Partnership Indemnified Parties all amounts constituting that excess.

(c) Prior to allowing any Buyer Indemnified Party or Partnership Indemnified Party to receive a recovery pursuant to Section 15 of the BP Purchase Agreement for an Indemnity Claim, TRMC and the Operating Company, respectively, shall obtain an agreement from any such party to comply with the procedures set forth in this Section 2.7 . TRMC and the Operating Company shall control the procedures set forth in this Section 2.7 on behalf of the Buyer Indemnified Parties and the Partnership Indemnified Parties.

(d) After Sellers have paid to the Indemnified Parties an amount equal to the Cap pursuant to Section 15 of the BP Purchase and Sale Agreement, if an Indemnified Party believes it would have an Indemnity Claim but for the Cap, TRMC, on behalf of the Buyer Indemnified Parties, or the Operating Company, on behalf of the Partnership Indemnified Parties, as applicable, shall give notice to the other of the existence of such Indemnity Claim together with a reasonable description thereof and any applicable backing documentation. TRMC and the Operating Company shall have thirty (30) days to agree whether that Indemnity Claim would have been valid under the BP Purchase and Sale Agreement. Upon agreement as to a valid claim, the amount of that Indemnity Claim shall be included in the calculations made pursuant to Section 2.7(b) .

(e) In the event TRMC and the Operating Company are unable to come to a resolution pursuant to Section 2.7(d) (a “ Disputed Claim ”):

(i) either TRMC or the Operating Company may submit the Disputed Claim to an agreed upon third party qualified environmental consultant, in the case of a Third Party Environmental Indemnity Claim, or a nationally recognized independent accounting firm, in the case of a Warranty Claim (in either case, the “ Dispute Resolution Firm ”);

(ii) TRMC and the Operating Company shall provide the other with copies of the relevant records and provide reasonable access to its personnel as necessary to verify the accuracy of the applicable Disputed Claim;

(iii) within thirty (30) days of the selection of the Dispute Resolution Firm, TRMC and the Operating Company shall each submit to the Dispute Resolution Firm (with a copy to the other party) their respective proposals with respect to the determination of the amount of such Disputed Claim;

(iv) the Dispute Resolution Firm shall schedule a hearing at a site mutually agreeable to TRMC and the Operating Company not later than twenty (20) days after receipt of the last proposal;

(v) no less than seven (7) days prior to the hearing, each party may submit additional information and arguments in response to the proposal offered by the other side;

(vi) within fifteen (15) days after the hearing, the Dispute Resolution Firm shall choose the proposal of one of the parties with respect to the Disputed Claim;

(vii) any determination of the amount of the Disputed Claim so made by the Dispute Resolution Firm shall be included in the calculations made pursuant to Section 2.7(b) ;

(viii) TRMC and the Operating Company shall each pay fifty percent (50%) of the costs of the Dispute Resolution Firm and shall each pay their own costs and expenses related to the hearing; and

(ix) the Dispute Resolution Firm’s decision shall be final and binding.

(f) Any payment to be made by a Party pursuant to this Section 2.7 shall be paid promptly, but in any event within ten (10) days of the determination that a payment is to be made.

Section 2.8 Assurances of TRMC .

(a) In order to provide for sufficient financial reserves for the satisfaction of any potential indemnity claims that might be made pursuant to Section 2.6 , TRMC shall maintain, as of the end of each calendar year, a Total Equity Balance equal to or greater than $250 million (the “ Indemnity Coverage Minimum ”). “ Total Equity Balance ” means the amount that is equal to the difference between the total assets and total liabilities of TRMC, each as determined in conformity with accounting principles generally accepted in the United States.

(b) On or before April 30th of each year, TRMC shall submit to the Partnership and the Operating Company TRMC’s calculation of its Total Equity Balance as of the end of the prior calendar year. Such calculation may be accompanied by (i) financial Schedules of Assets, Liabilities And Equity of TRMC as of December 31 of the prior calendar year and (ii) a Schedule of Revenue of TRMC, which may be unaudited, so long as they are certified as being true and correct in all material respects and with amounts determined in conformity with generally accepted accounting principles of the United States, consistently applied, by the Treasurer or Chief Financial Officer of TRMC, to such person’s actual knowledge.

(c) In the event that the calculation of TRMC’s Total Equity Balance submitted pursuant to Section 2.8(b) is less than the Indemnity Coverage Minimum, TRMC shall provide alternative surety within thirty (30) days, of a nature acceptable to the Partnership and the Operating Company, with consent not to be unreasonably withheld, for the full amount of the Indemnity Coverage Minimum until such time as TRMC delivers pursuant to Section 2.8(b) a calculation of its Total Equity Balance that is equal to or greater than the Indemnity Coverage Minimum. TRMC, the Partnership and the Operating Company agree that alternative surety that may be used by TRMC to meet its obligations under this Section 2.8(c) include, but are not limited to, (i) insurance, (ii) an irrevocable letter of credit and (iii) surety bond.

(d) The provisions of this Section 2.8 shall extend until the earlier of ten (10) years from the BP Closing Date or a Partnership Change of Control (as defined in the Second Amended and Restated Omnibus Agreement).

(e) TRMC hereby represents and warrants to the other Parties as of the date hereof that its Total Equity Balance is greater than or equal to the Indemnity Coverage Minimum.

Section 2.9 Operating Company’s Right to Perform TRMC Remedial Work . From and after the BP Closing Date, should TRMC default in any obligation under this Agreement to perform TRMC Remedial Work, and if, as a consequence, a Governmental Authority or third party shall notify the Partnership or the Operating Company that either of them must perform any TRMC Remedial Work with respect to the Assets, the Partnership or the Operating Company, as applicable, shall notify TRMC of the same, TRMC shall promptly undertake the same, and TRMC shall immediately notify the relevant Governmental Authority or third party that TRMC shall respond to such notice in the place of the Partnership or the Operating Company, as applicable. However, if the Partnership or the Operating Company is compelled to undertake or pursue TRMC Remedial Work with respect to the Assets, or threatened with penalties or other adverse consequences (including damages, litigation, indemnification obligations, attorneys’ fees, etc.), then the Operating Company shall have the right and authority, but not the obligation, to conduct the TRMC Remedial Work with respect to the Assets at TRMC’s sole expense. The Operating Company shall have the right to install, maintain, operate, store, use and remove equipment, including monitoring wells, recovery wells and other assessment or remediation equipment, to remove, remediate, store and test soils and groundwater therefrom and thereon and to otherwise take all actions required to comply with Environmental Law. The Operating Company shall provide TRMC, within thirty (30) days of TRMC’s written request, copies of all correspondence between the Operating Company and a Governmental Authority or third party regarding the Operating Company’s activities with respect to the Assets where the TRMC Remedial Work is to be performed. TRMC shall not interfere with the Operating Company’s actions taken pursuant to this Section 2.9 , and shall cooperate with the Operating Company in obtaining any permits, consents or approvals necessary for the Operating Company to perform its actions taken with respect to the Assets. In the event the Operating Company undertakes to perform TRMC Remedial Work pursuant to this Section 2.9 , the Operating Company may seek any remedies available to it under this Agreement to immediately seek temporary and permanent injunctive relief for specific performance by TRMC of its obligation to perform TRMC Remedial Work, in addition to any other rights and remedies available to the Operating Company under this Section 2.9 , at law or in equity.

ARTICLE III

REIMBURSEMENT AND ADDITIONAL INDEMNITY

Section 3.1 Repair Reimbursement . TRMC will reimburse the Operating Company on a dollar-for-dollar basis, without duplication, for expenses incurred by the Operating Company for repairs and maintenance to storage tanks and pipelines included as part of the Assets, and expenses that are made solely in order to comply with current minimum standards under (a) the U.S. Department of Transportation’s Pipeline Integrity Management Rule 49 CFR 195.452 or (b) the API Standard 653 for Aboveground Storage Tanks, but only if and to the extent that such repairs and maintenance are identified, and such expenses are incurred, before, during or as a result of the first scheduled API 653 inspections, internal line inspections or tests, as applicable, that occur prior to the second anniversary of the Execution Date. Notwithstanding the foregoing, TRMC shall have the right to review the tank repair scope and the API 653 inspection reports, as applicable, and shall have no obligation to reimburse the Operating Company for repairs, maintenance or expenses to the extent TRMC concludes, in its reasonable discretion, that such repairs, maintenance or expenses were unnecessary.

Section 3.2 Indemnification Regarding Ownership . With respect to the Tranche 2 Assets, TRMC shall indemnify, defend and hold harmless the Partnership Indemnified Parties from and against any Losses suffered or incurred by the Partnership Indemnified Parties by reason of or arising out of the failure of TRMC to transfer to the General Partner good and valid title to the Tranche 2 Assets as of the Execution Date, free and clear of any encumbrances, other than Permitted Liens (as defined in the Tranche 2 Contribution Agreement) as of the Execution Date, and such failure renders any of the Partnership Indemnified Parties liable to a third party or unable to use or operate the Tranche 2 Assets in substantially the same manner that the Tranche 2 Assets were used and operated by TRMC or its Affiliates immediately prior to the Execution Date, to the extent that TRMC is notified in writing of any of the foregoing prior to the fifth anniversary of the Execution Date or if a Partnership Change of Control has occurred, the earlier of (a) the second anniversary of the Execution Date and (b) the date of the occurrence of a Partnership Change of Control. 

Section 3.3 Additional Indemnification by TRMC . TRMC shall indemnify, defend, and hold harmless the Partnership Indemnified Parties from and against any Losses suffered or incurred by the Partnership Indemnified Parties by reason of or arising out of (a) events and conditions associated with the ownership or operation of the Tranche 2 Assets that occur after the BP Closing Date but on or before the Execution Date (other than Losses provided for under Sections 2.4 , 2.6 and Section 3.2 ) to the extent that TRMC is notified in writing of any of the foregoing prior to the tenth anniversary of the Execution Date, (b) any pending legal actions against Tesoro and its Affiliates as of the Execution Date set forth on Schedule III to the Second Amended and Restated Omnibus Agreement, (c) events and conditions associated with the Retained Assets (as defined in the Second Amended and Restated Omnibus Agreement), whether occurring before or after the Execution Date, and (d) all federal, state and local income tax liabilities attributable to the ownership or operation of the Tranche 2 Assets after the BP Closing Date but on or before the Execution Date, including under Treasury Regulation Section 1.1502-6 (or any similar provision of state or local law).

ARTICLE IV

APPLICABILITY OF INDEMNITY PROVISIONS OF THE SECOND AMENDED AND

RESTATED OMNIBUS AGREEMENT

Except as otherwise provided in Sections 2.5(c) or 2.6(g) , (a) the environmental indemnity provisions of Article III of the Second Amended and Restated Omnibus Agreement, (b) Section 3.2 of the Second Amended and Restated Omnibus Agreement, and (c) Section 3.5 of the Second Amended and Restated Omnibus Agreement, shall not apply to the Assets. Neither TRMC nor the General Partner have provided any representation or warranty to the Partnership or the Operating Company regarding title to the Assets other than as set forth in the Tranche 2 Contribution Agreement.

ARTICLE V

MISCELLANEOUS

Section 5.1 Costs . Each Party shall pay its own costs and expenses with respect to the transactions contemplated by this Agreement.

Section 5.2 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 5.3 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns

Section 5.4 No Third Party Rights . Except with respect to the Indemnified Parties, 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 5.5 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 5.6 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 5.7 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 5.8 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 5.9 Integration . This Agreement, together with the Schedules and Exhibits referenced herein, 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. The Parties acknowledge that they have executed other agreements as of the BP Closing Date and the Execution Date. In the event of conflict with regard to the subject matter hereof between such agreements and this Agreement (together with the Schedules and Exhibits hereto), this Agreement (together with the Schedules and Exhibits hereto) shall control.

Section 5.10 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 remedy 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 5.11 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 5.11 .

If to the Tesoro or TRMC:

Tesoro Corporation

19100 Ridgewood Parkway

San Antonio, Texas 78259-1828

Attn: Charles A. Cavallo III

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: Barron W. Dowling

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 Execution Date.

Signature Page to Indemnity Agreement

EXHIBIT A

Assets

(1) The Terminals, as well as 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 related to the Terminals 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 were acquired pursuant to the Tranche 1 Contribution Agreement and are listed in detail on Exhibit A to the Tranche 1 Contribution Agreement (collectively, the “ Tranche 1 Assets ”);

(2) (i) The Fee-Owned Pipeline 88 Interest, (ii) the Carson Products Terminal Complex, (iii) the TSPC Assets, (iv) Berth 121, (v) Terminal 2, and (vi) Terminal 3, each as defined in the Tranche 2 Contribution Agreement, as well as 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 related to such assets 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 A to the Tranche 2 Contribution Agreement (the “ Tranche 2 Assets ”); and

(3) All rights and interests under the BP Purchase and Sale Agreement with respect to the Tranche 1 Assets and Tranche 2 Assets, which were assigned to the Operating Company pursuant to the Contribution Agreements.

Indemnity Agreement

Exhibit A

SCHEDULE 2.6

Environmental Liabilities

Pursuant to Section 2.6(a) , TRMC Remedial Work shall include Remedial Work with respect to the following environmental liabilities at the Terminals:

The following documents provide comprehensive, facility-specific data that describe soil and/or groundwater environmental liabilities. Each document is available in the public domain for future reference.

Indemnity Agreement

Schedule 2.6

Exhibit 10.4

BERTH 121 SUBLEASE RIGHTS AGREEMENT

This Berth 121 Sublease Rights Agreement (this “ Agreement ”), dated as of December 6, 2013 (the “ Effective Date ”), is by and between Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“ TRMC ”), and Carson Cogeneration Company, a Delaware corporation (“ Carson Cogen ”). The above-named entities are sometimes referred to in this Agreement individually as a “ Party ” and collectively as the “ Parties .”

RECITALS

WHEREAS , Carson Cogen is a party to that certain Pier E Tanker Terminal Agreement dated October 24, 1980 with the City of Long Beach, California (as such agreement may be amended, supplemented, restated, extended or renewed from time to time, the “ Berth 121 Port Lease ”); and

WHEREAS , Carson Cogen desires to sublease its interest in the Berth 121 Port Lease to TRMC or its assignee (as applicable, the “ Operating Company ”) upon the receipt of certain required consents and approvals.

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

ARTICLE I

DEFINITIONS

Section 1.1 Capitalized terms used herein have the respective meanings ascribed to such terms below:

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

“ Berth 121 ” means the marine terminal leased from the Port of Long Beach, California, pursuant to the Berth 121 Port Lease, that receives crude oil and other feedstocks from marine vessels for delivery to the Refinery and other third-party refineries and terminals, and receives refined and intermediate products from the Refinery for delivery to marine vessels.

“ Berth 121 Port Lease ” has the meaning set forth in the Recitals.

“ Berth 121 Operating Agreement ” means that certain Berth 121 Operating Agreement entered into contemporaneously herewith between Carson Cogen and the Operating Company.

“ Berth 121 Use Agreement ” means that certain Agreement dated July 3, 1979, by and between Carson Cogen and Phillips 66, each as ultimate assignees, relating to the operation of Berth 121 and Pipeline 95 (owned by Phillips 66), as such agreement may be amended, restated modified or supplemented from time to time.

“ BP Closing Date ” means June 1, 2013.

“ Carson Cogen ” has the meaning set forth in the introduction 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 the Operating Company.

“ COFR ” means the Certificate of Financial Responsibility filed with the CDFG with respect to oil spill contingency planning and financial responsibility for Berth 121.

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

“ Long Beach Approval ” means the approval of the City of Long Beach of the ability of Carson Cogen to sublease the Berth 121 Port Lease to the Operating Company.

“ Operating Company ” has the meaning set forth in the Recitals.

“ Other Approvals ” means (i) the approval of Phillips 66 to the ability of Carson Cogen to assign the Berth 121 Use Agreement to the Operating Company and (ii) any other consents or approvals required to sublease the Berth 121 Port Lease to the Operating Company.

“ Party ” or “ Parties ” have the meanings given to those terms in the introduction to this Agreement.

“ Partnership Group ” means Tesoro Logistics Operations LLC, a Delaware limited liability company, Tesoro Logistics GP, LLC, a Delaware limited liability company, and Tesoro Logistics LP, a Delaware limited partnership, and their respective subsidiaries.

“ Phillips 66 ” means Phillips 66 Company, a Delaware corporation.

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

ARTICLE II

SUBLEASE AND RIGHT OF ENTRY AGREEMENT

Section 2.1 Sublease . Upon receiving the Long Beach Approval, the CDFG Approval and the Other Approvals, Carson Cogen and the Operating Company shall enter into a sublease with respect to the Berth 121 Port Lease, substantially in the form attached hereto as Exhibit A (the “ Sublease ”).

Section 2.2 Right of Entry Agreements . Simultaneously with the execution of the Sublease, and if TRMC is not the Operating Company, the Operating Company shall enter into a Right of Entry Agreement with respect to Berth 121, substantially in the form attached hereto as Exhibit B, in order to provide TRMC access to Berth 121 to conduct environmental remediation activities.

ARTICLE III

MISCELLANEOUS

Section 3.1 Assignment . TRMC shall have the right to assign all of its rights and obligations under the Sublease.

Section 3.2 Expiration of Berth 121 Port Lease . If the Sublease has not been entered into at the time the Berth 121 Port Lease expires:

(a) If a new lease of Berth 121 is not entered into between the City of Long Beach, as landlord, and Carson Cogen or one of its affiliates (other than members of the Partnership Group), as tenant, then Carson Cogen shall convey to the Operating Company without further consideration all leasehold improvements with regard to Berth 121 owned by Carson Cogen.

(b) If a new lease of Berth 121 is entered into between the City of Long Beach, as landlord, with Carson Cogen or one of its affiliates (other than members of the Partnership Group), then Carson Cogen or its applicable affiliate will negotiate in good faith with the Operating Company for a new Operating Agreement on terms similar to those in the Berth 121 Operating Agreement with such modifications as are necessary to reflect the terms of the new lease of Berth 121 with the City of Long Beach.

Section 3.3 Costs . Each Party shall pay its own costs and expenses with respect to the transactions contemplated by this Agreement.

Section 3.4 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 3.5 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

Section 3.6 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 3.7 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 3.8 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 3.9 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 3.10 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.

Section 3.11 Integration . This Agreement, together with the Schedules and Exhibits referenced herein, 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. The Parties acknowledge that they have executed other agreements as of the BP Closing Date and the date hereof. In the event of conflict with regard to the subject matter hereof between such agreements and this Agreement (together with the Schedules and Exhibits hereto), this Agreement (together with the Schedules and Exhibits hereto) shall control.

Section 3.12 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 remedy 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 3.13 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 3.13 .

If to TRMC:

Tesoro Refining & Marketing Company LLC

19100 Ridgewood Parkway

San Antonio, Texas 78259-1828

Attn: Charles A. Cavallo III

Facsimile: (210) 745-4494

If to Carson Cogen:

Carson Cogeneration Company

19100 Ridgewood Parkway

San Antonio, Texas 78259-1828

Attn: Brooks A. Meltzer

Facsimile: 210-569-5272

[Signature Page Follows]

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

Signature Page to

Berth 121 Sublease Rights Agreement

EXHIBIT A

Berth 121 Sublease

[ See Attached ]

Exhibit A

Berth 121 Sublease Rights Agreement

SUBLEASE AGREEMENT

BETWEEN

CARSON COGENERATION COMPANY

AS SUBLESSOR

AND

TESORO LOGISTICS OPERATIONS LLC

AS SUBLESSEE

Exhibit A

Berth 121 Sublease Rights Agreement

SUBLEASE

This Sublease (“ Sublease ”), dated as of the          day of             , 201    , is made by and between Carson Cogeneration Company, a Delaware corporation (“ Sublessor ”), and Tesoro Logistics Operations LLC, a Delaware limited liability company (“ Sublessee ”) with reference to the following:

A. Sublessor is the current tenant under that certain Pier E Tanker Terminal Agreement dated October 24, 1980 (the “ Master Lease ”), between Sublessor, as successor-in-interest to Atlantic Richfield Company, and the City of Long Beach, a municipal corporation, acting by and through its Board of Harbor Commissioners (“ Master Landlord ”). The Master Lease governs premises commonly known as Berth 121, a deep water, high capacity crude berth as shown on the drawing attached as Exhibit A to the Master Lease, together with the water area contiguous to Berth 121 as may be required for the berthing of vessels (the “ Premises ”).

B. Sublessor is a party to certain contracts related to the operation of the Premises identified on Exhibit A attached hereto (the “ Contracts ”).

C. Sublessor is the owner of certain leasehold improvements located on the Premises and used in connection with the operation of the Premises, including, without limitation, the items identified on Exhibit B attached hereto (the “ Current Leasehold Improvements ”).

D. Sublessee desires to sublease the Premises from Sublessor, and Sublessor desires to sublease the Premises to Sublessee on the terms set forth in this Sublease.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, Sublessor and Sublessee agree as follows:

1. Sublease of Premises . Sublessor hereby subleases the Premises to Sublessee, and Sublessee hereby subleases the Premises from Sublessor.

2. Term . The term of this Sublease (the “ Term ”) shall commence on the date Master Landlord grants consent to this Sublease (“ Commencement Date ”) and shall expire concurrently with the expiration of the Master Lease. As of the date of this Sublease and until the Commencement Date, Sublessee will operate the Premises pursuant to an operating agreement entered into by and between Sublessor and Sublessee. If Master Landlord requires material modifications to the terms of this Sublease as a condition of granting consent to the Sublease, either Sublessor or Sublessee shall have the right to refuse such modifications prior to Master Landlord granting such consent and the Sublease will not commence.

Exhibit A

Berth 121 Sublease Rights Agreement

3. Incorporation of Terms of Master Lease . Sublessee hereby acknowledges that it has read and is familiar with the provisions of the Master Lease and agrees that this Sublease is and shall remain in all respects subordinate to and subject to the Master Lease and any amendments, modifications or supplements to the Master Lease hereafter made. The terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in the Master Lease are incorporated herein by reference and are made a part hereof, and shall, as between Sublessor and Sublessee (as if Sublessor were the lessor under the Master Lease and Sublessee were the lessee under the Master Lease) constitute the terms of this Sublease. Sublessee hereby agrees to perform and comply with, for the benefit of Sublessor and Master Landlord, the obligations of the lessee under the Master Lease with respect to the Premises during the Term of this Sublease. Without limiting the foregoing:

(a) Sublessee shall make payment of all rent due under the Master Lease as and when required to be paid pursuant to the Master Lease. Such payment shall be made by Sublessee directly to Master Landlord, with concurrent notice thereof to Sublessor.

(b) Sublessee shall be responsible for paying required costs of maintenance and improvements as required under the Master Lease.

(c) Sublessee shall be responsible for maintaining all of the insurance required of the tenant under the Master Lease, endorsed to name Master Landlord and Sublessor as additional insureds and all insurance required by the Contracts, endorsed to name Sublessor as an additional insured. In addition, Sublessee shall obtain and keep in force a policy of excess liability coverage with a liability limit of $500,000,000, including coverage for pollution events, and all such insurance shall be endorsed to name Sublessor as an additional insured. Up to $100,000,000 of such insurance shall also be endorsed to name Master Landlord as an additional insured.

(d) Sublessee will operate the Premises in accordance with all legal and regulatory requirements.

(e) Sublessee shall be responsible for preparing and delivering to Master Landlord the financial statements required pursuant to Section 26 of the Master Lease.

(f) Sublessee shall be responsible for complying with the obligations of the tenant under the Master Lease with respect to hazardous materials.

4. Contracts .

(a) Concurrently with the execution of this Sublease, Sublessor and Sublessee shall execute an Assignment and Assumption of Contracts in the form attached hereto as Exhibit C (the “ Assignment of Contracts ”). Such Assignment of Contracts shall be effective only upon the Commencement Date of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. During the term of the Sublease, so long as Sublessee is not in default hereunder, Sublessee shall have the right to enter into additional contracts relating to the Premises, provided that the same shall not obligate Sublessor and shall not bind Sublessor following termination of the Sublease unless Sublessor elects in its sole and absolute discretion to take an assignment of the same. In the latter event, Sublessee shall, upon termination of the Sublease, assign such contracts to Sublessor pursuant to an assignment in form and substance consistent with the Assignment of Contracts. In addition, the Contracts assigned to Sublessee by Sublessor pursuant to the Assignment of Contracts shall revert back to Sublessor or its successor upon termination of this Sublease or any succeeding or replacement sublease.

Exhibit A

Berth 121 Sublease Rights Agreement

(b) Any capital expenditures required by the Master Lease or the Contracts shall be made by Sublessee. Sublessee shall also make payments to Phillips 66 Company, a Delaware corporation (“ Phillips 66 ”), as and when required by the Contracts, with concurrent notice thereof to Sublessor.

(c) In the event of any default by Sublessee under the Contracts, Sublessor (in addition to any other remedies it may have) may cure such default and Sublessee shall promptly reimburse Sublessor for all of Sublessor’s costs in effecting such cure.

5. Leasehold Improvements . Subject to the terms of Section 8 below, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all of the Current Leasehold Improvements located on the Premises and owned by Sublessor as of the Commencement Date. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a bill of sale in the form attached hereto as Exhibit D (the “ Bill of Sale ”). Such Bill of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of termination of this Sublease by reason of a default on the part of Sublessee, the Current Leasehold Improvements, together with any other leasehold improvements made subsequent to the Commencement Date (“ Future Leasehold Improvements” ; the Current Leasehold Improvements and the Future Leasehold Improvements being sometimes collectively referred to herein as the “ Leasehold Improvements ”), shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the fault of Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such Leasehold Improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a bill of sale for such Leasehold Improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable.

Exhibit A

Berth 121 Sublease Rights Agreement

(a) Default : “Default” under this Sublease shall occur if either party shall fail to perform any of its material obligations hereunder (except when such failure shall be excused under other provisions hereof). Upon such default, the non-defaulting party shall have the option to terminate this Sublease as follows: (i) the non-defaulting party shall give written notice to the defaulting party stating specifically the default or breach relied upon by the non-defaulting party as justifying termination hereof. If said default or breach is not remedied within thirty (30) days after receipt of notice, if therein remediable, or if the defaulting party fails to commence promptly and attempt diligently to remedy the same where said default or breach is not remediable within thirty (30) days after receipt of said written notice, the non-defaulting party shall have the right to terminate this Sublease. If within such thirty (30) day period the defaulting party does remedy the default or breach, or commences promptly and attempts diligently to remedy or remove the same where not remediable within such thirty (30) day period, and fully indemnifies the non-defaulting party from any and all loss and liability resulting directly from such default or breach, the notice shall be withdrawn and this Sublease shall continue in full force and effect.

(b) Fair Market Value : The fair market value of the Leasehold Improvements shall be reasonably determined by Sublessor with such determination based on information regarding, without limitation, the nature of the particular Leasehold Improvement, its age and functionality, and the current sale price of similar improvements in the same industry, all as valued for their highest and best use at the time of termination of the Sublease. Sublessor shall provide Sublessee with written notice of the determination of the fair market value of the Leasehold Improvements within thirty (30) days after the termination of this Sublease. If Sublessee disagrees with Sublessor’s determination of the fair market value, and the parties cannot mutually agree upon the fair market value within twenty (20) days after the expiration of the thirty (30) day notice period, then the fair market value shall be determined by appraisal in the manner set forth below:

(i) The fair market value of the Leasehold Improvements shall be appraised by an appraiser with at least ten (10) years’ experience in the oil and gas appraisal sector chosen by Sublessor (“ First Appraisal ”) and the appraisal report forwarded to Sublessee. If the First Appraisal is deemed unacceptable by Sublessee, then Sublessee shall so advise Sublessor in writing within ten (10) working days after receipt of the First Appraisal and Sublessee shall have the right to engage an appraiser with at least ten (10) years’ experience in the oil and gas appraisal sector to appraise the Leasehold Improvements (“ Second Appraisal ”) and the appraisal report forwarded to Sublessor. In the event Sublessor shall deem the Second Appraisal to be unacceptable, then Sublessor shall advise Sublessee within ten (10) working days after receipt of the Second Appraisal, and the first appraiser and second appraiser shall together choose a third appraiser with at least ten (10) years’ experience in the oil and gas appraisal sector who shall appraise the Leasehold Improvements (“ Third Appraisal ”) and forward the appraisal report to Sublessor and Sublessee. The cost of the First Appraisal shall be borne by Sublessor, and the cost of the Second Appraisal shall be borne by Sublessee. The cost of the Third Appraisal shall be shared equally between Sublessor and Sublessee. The fair market value for the Leasehold Improvements shall be the average of the two (2) closest appraisals. Each of the appraisers shall appraise the Leasehold Improvements for their highest and best use.

Exhibit A

Berth 121 Sublease Rights Agreement

6. Rent Negotiations . Sublessee shall conduct the compensation negotiations required by Section 8 of the Master Lease. Sublessor shall have the right to approve the negotiated compensation, which approval shall not unreasonably be withheld. When the compensation has been adjusted, Sublessee shall pay the same.

7. Removal and Restoration Obligations . To the extent the Master Lease requires removal of Leasehold Improvements and restoration of the Premises at the end of the Master Lease term, Sublessee shall be responsible for such removal and restoration. Further, in the event this Sublease is terminated by reason of Sublessee’s default hereunder within the thirty-six month (36) period prior to expiration of the Master Lease term, Sublessee shall be responsible, in addition to all other damages arising from such default, for the cost incurred by Sublessor in effecting the removal and restoration required under the Master Lease.

8. Cross-Defaults . Certain other contracts, licenses or agreements related to the Premises shall be cross defaulted with this Sublease (each, individually, a “ Cross-Defaulted Agreement ” and collectively the “ Cross-Defaulted Agreements ”), which Cross Defaulted Agreements are listed on Exhibit E attached hereto. If Sublessee defaults under this Sublease and the Sublease is terminated as a result of such default, each of the Cross Defaulted Agreements shall concurrently terminate. If any of the Cross-Defaulted Agreements terminate, this Sublease shall concurrently terminate. The foregoing shall not limit Sublessor’s remedies arising from such default.

9. Consent of Master Landlord . The commencement of this Sublease is conditioned upon the execution by Master Landlord of a consent in the form attached hereto as Exhibit F , or such other form as Master Landlord may reasonably require. If, in connection with granting consent to the Sublease, Master Landlord requires material modifications to the terms hereof, either party shall have the right to refuse such modifications, in which case this Sublease shall be deemed rescinded and of no further force or effect.

10. Early Right of Termination . If Sublessee desires to cease the conduct of operations from the Premises, Sublessee shall have the right to deliver to Sublessor a notice of such intent at least ninety (90) days prior to the intended date on which operations will cease, and Sublessor shall have the right, but not the obligation, to terminate this Sublease by delivering written notice to Sublessee. If Sublessor has not made such election prior to the date of such termination, Sublessor shall continue to have the right to terminate this Sublease at any time after Sublessee ceases operations and before Sublessee recommences operations from the Premises, to terminate this Sublease by delivering written notice to Sublessee. Unless and until Sublessee has given the foregoing notice to Sublessor of its intent to cease operations from the Premises, Sublessee shall continuously operate from the Premises to an extent reasonably consistent with prior operations from the Premises by Sublessor, and a failure of Sublessee to so operate, unless such failure is a result of casualty or other force majeure event, shall constitute a default on the part of Sublessee.

Exhibit A

Berth 121 Sublease Rights Agreement

11. Amendments to Master Lease . Subject to the terms of the Use Agreement, Sublessee shall have the right to seek amendments to the terms of the Master Lease, which amendments shall be subject to Sublessor’s consent, which consent shall not be unreasonably withheld, conditioned, or delayed. In the event of any such amendment, Sublessee shall be responsible for complying with the amended terms of the Master Lease, and Sublessee shall indemnify, defend and hold Sublessor harmless from and against any loss, cost or liability arising as a result of such amendment. Notwithstanding the foregoing, Sublessor shall have no obligation to consent to an amendment of the Master Lease (i) that extends the term of the Master Lease unless Sublessor is released from all further liability under the Master Lease as of the date on which the Master Lease would otherwise have expired, or (ii) that increases the rent or other obligations of the tenant under the Master Lease unless Sublessor is relieved of liability for the increased rent or other obligations.

12. Master Lease Renewal . In the event Sublessor consummates a new master lease of the Premises following the expiration of the Master Lease, Sublessor shall negotiate in good faith with Sublessee for a new sublease based on the terms of the new master lease. If Sublessee elects not to enter in such a new sublease, then Sublessee shall convey the Leasehold Improvements to Sublessor for no further consideration.

13. Counterparts . This Sublease may be signed by the parties in different counterparts and the signature pages combined to create one document binding on all parties.

[Signature Page Follows]

Berth 121 Sublease Rights Agreement

Exhibit A

Contracts

Exhibit A

Berth 121 Sublease Rights Agreement

Exhibit B

Leasehold Improvements

All machinery and equipment, mobile or otherwise, systems and other tangible personal property owned and used by Sublessor primarily in connection with leasing or operation of the Premises, including (a) all production units, processing units and distillation systems, (b) all heating, lighting, and power systems, fire prevention and fire extinguishing systems, control systems, emergency warning and emergency preparedness systems and related assets, (c) all storage and other tanks, meters, pumps, engines, compressors, pipes, fittings, valves, connections, regulators, loading and unloading lines and racks, (d) all computers, servers, printers, computer hardware, wired or mobile telephones, on-site process control and automation systems, telecommunications assets, and other information-technology-related equipment that is used exclusively in connection with the Premises and that is owned by Sublessor or leased by Sublessor, (e) all tools, (f) all furniture and furnishings, (g) all vehicles and (h) all other tangible personal property, in each case presently owned by Sublessor, located in or on the Premises.

Exhibit A

Berth 121 Sublease Rights Agreement

Exhibit C

Assignment and Assumption of Contracts

This Assignment and Assumption of Contracts (“Assignment”) is dated             , 201     and is entered into concurrently with that certain Sublease of even date herewith (the “ Sublease ”) by and between Carson Cogeneration Company , a Delaware corporation (“ Assignor ”) and Tesoro Logistics Operations LLC, a Delaware limited liability company (“ Assignee ”). This Assignment shall be effective upon the commencement of the term of the Sublease.

Assignor and Assignee agree as follows:

1. Assignor hereby assigns all of Assignor’s right, title and interest under each of the contracts listed on Schedule 1 attached hereto (the “ Contracts ”) to Assignee, and Assignee hereby accepts such assignment and agrees to assume each and every obligation of Assignor under each of the Contracts arising or to be performed after the date of this Assignment.

2. Assignor shall indemnify and hold Assignee harmless from and against any and all loss, cost or liability for obligations to be performed by Assignor under the Contracts before the date of this Assignment.

3. Assignee shall indemnify and hold Assignor harmless from and against any and all loss, cost or liability for obligations to be performed by Assignor under the Contracts on and after the date of this Assignment.

4. In the event any party shall commence an action to enforce or interpret any of the provisions of this Assignment, the prevailing party in such action shall be entitled to reimbursement from the other party of all costs and expenses, including reasonable attorneys’ fees, incurred in connection therewith.

5. This Assignment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

Berth 121 Sublease Rights Agreement

Schedule 1 to Assignment and Assumption of Contracts

Exhibit A

Berth 121 Sublease Rights Agreement

Exhibit D

Bill of Sale

FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the undersigned, Carson Cogeneration Company, a Delaware corporation (“ Carson Cogen ”), does hereby transfer and assign to Tesoro Logistics Operations LLC, a Delaware limited liability company (“ TLO ”), all of its right, title and interest, if any, in and to the Current Leasehold Improvements located on the Premises (as that term is defined in that certain Sublease dated                      between Carson Cogen, as sublessor, and TLO, as sublessee), including without limitation the items listed in Schedule 1 attached hereto, such transfer and assignment being on an “as is” basis, without any representations or warranties, express, implied or statutory, of any kind whatsoever.

Exhibit A

Berth 121 Sublease Rights Agreement

SCHEDULE 1 TO BILL OF SALE

List of Current Leasehold Improvements to be Transferred from Sublessor to Sublessee

All machinery and equipment, mobile or otherwise, systems and other tangible personal property owned and used by Sublessor primarily in connection with leasing or operation of the Premises, including (a) all production units, processing units and distillation systems, (b) all heating, lighting, and power systems, fire prevention and fire extinguishing systems, control systems, emergency warning and emergency preparedness systems and related assets, (c) all storage and other tanks, meters, pumps, engines, compressors, pipes, fittings, valves, connections, regulators, loading and unloading lines and racks, (d) all computers, servers, printers, computer hardware, wired or mobile telephones, on-site process control and automation systems, telecommunications assets, and other information-technology-related equipment that is used exclusively in connection with the Premises and that is owned by Sublessor or leased by Sublessor, (e) all tools, (f) all furniture and furnishings, (g) all vehicles and (h) all other tangible personal property, in each case presently owned by Sublessor, located in or on the Premises.

Exhibit A

Berth 121 Sublease Rights Agreement

EXHIBIT E

List of Cross Defaulted Agreements

1. Amended and Restated Long Beach Berth Access Use and Throughput Agreement dated December     , 2013, by and among Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“ TRMC ”), the Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “ General Partner ”), Tesoro Logistics LP, a Delaware limited partnership (the “ Partnership ”) and the Tesoro Logistics Operations LLC, a Delaware limited liability company (the “ Operating Company ”) (“ BAUTA ”).

2. Sublease Agreement dated December     , 2013, by and among TRMC, as sublessor, and the Operating Company, as sublessee, for the sublease of Berths 84 and 86 (the “ Long Beach Terminal Sublease ”)

3. Sublease Agreement to be executed by and among TRMC, as sublessor, and the Operating Company, as sublessee, for the sublease of a portion of Terminal 2 (the “ Terminal 2 Sublease ”)

4. Lease Agreement to be executed by and among TRMC, as lessor, and the Operating Company, as lessee, for the lease of Terminal 2 and Terminal 3 (the “ Terminal 2 & 3 Lease ”)

Exhibit A

Berth 121 Sublease Rights Agreement

Exhibit F

Form of Master Landlord Consent

To Be Attached

Exhibit A

Berth 121 Sublease Rights Agreement

EXHIBIT B

Right of Entry Agreement

[ See Attached ]

Exhibit B

Berth 121 Sublease Rights Agreement

Right of Entry Agreement

SPACE ABOVE THIS LINE FOR RECORDER ’ S USE

APN: Portion of 7436-031-902

RIGHT OF ENTRY AGREEMENT

FOR ASSESSMENT, REMEDIATION AND CLOSURE ACTIVITIES

BERTH 121

CITY OF LONG BEACH, COUNTY OF LOS ANGELES, CALIFORNIA

This Right of Entry Agreement (“Agreement”) is made and entered into between Tesoro Refining & Marketing Company LLC (“TRMC”), a Delaware limited liability company, and Carson Cogeneration Company (“Carson Cogen”), a Delaware corporation, regarding the property described in Exhibit A (the “Property”), effective as of the date of execution below.

TRMC desires to access the Property and Carson Cogen hereby grants TRMC (and its consultants, agents, contractors, subcontractors, and employees) access to the Property, to conduct activities at, on, and about the Property as required by the California Department of Toxic Substances Control, California Regional Water Quality Control Board, local Certified Unified Program Agency, or any other applicable regulatory agency (“Agency”) in connection with remedial activities at the Property (“Activities”), including but not limited to: (i) the excavation, trenching, stockpiling, storage, treatment, and backfilling of soil; (ii) the treatment or removal of soil vapor, groundwater, or surface water; (iii) the removal or closure of tanks, containment trenches and associated piping; (iv) the installation, monitoring, maintenance, storage, operation and closure of borings, wells, fixtures, installations, and equipment (e.g., injection wells, monitoring wells, extraction wells, treatment systems); (v) storage of vehicles, portable containers and/or tanks and equipment on the Property; and (vi) any other activities necessary to remediate the Property.

Exhibit B –

Berth 121 Sublease Rights Agreement

On                     , before me,                             , a Notary Public in and for said state, personally appeared [            ], [            ] of Tesoro Refining & Marketing Company LLC, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of                      that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature                                                              

On                     , before me,                             , a Notary Public in and for said state, personally appeared [            ], [            ] of Carson Cogeneration Company, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of                      that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature                                                              

Exhibit B –

Berth 121 Sublease Rights Agreement

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

All that certain real property situated in the County of Los Angeles, State of California, described as follows:

A portion of the following described land which is included within the leased premises as set out in the unrecorded lease executed by City of Long Beach, as lessor, and Carson Cogeneration Company, a Delaware corporation, as lessee:

That portion of the artificially created land within the tidelands and submerged lands conveyed to the City of Long Beach, by the State of California under an Act of May 1, 1911, Chapter 676, Page 1304, as amended, in the City of Long Beach, County of Los Angeles, State of California, described as follows:

Beginning at the Southwest corner of Block 20, East San Pedro as shown on Map recorded in Book 52, Pages 13 to 18, Miscellaneous Records of said County; said Point of Beginning being also the Southwest corner of Parcels 59 and 2” I.P. No. 269 as shown on Map recorded in Book 51, Pages 1 to 21 inclusive, Record of Survey of said County; thence North 66°27’00” East 1800.03 feet along the

Southerly line and its Northeasterly prolongation of said Parcel 59; thence South 23°33’00” East 2081.59 feet to the True Point of Beginning of Parcels I and II.

Parcel I:

Beginning at said True Point of Beginning; thence South 19°54’14” East 1142.00 feet; thence South 70°05’46” West 77.18 feet; thence North 19°54’14” West 169.50 feet; thence South 70°05’46” West 131.00 feet; thence North 19°54’14” West 191.50 feet; thence South 70°05’46” West 72.50 feet; thence North 19°54’14” West 636.00 feet; thence North 70°05’46” East 203.50 feet; thence North 19°54’14” West 145.00 feet; thence North 70°05’46” East 77.18 feet to the True Point of Beginning.

Parcel II:

Beginning at said True Point of Beginning; thence North 70°05’46” East 230.82 feet; thence South 19°54’14” East 1142.00 feet; thence South 70°05’46” West 230.82 feet; thence North 19°54’14” West 1142.00 feet to the True Point of Beginning.

APN: Portion of 7436-031-902

Exhibit B –

Berth 121 Sublease Rights Agreement

Exhibit 10.5

BERTH 121

OPERATING AGREEMENT

This BERTH 121 OPERATING AGREEMENT (the “ Agreement ”) is dated as of December 6, 2013 (the “ Execution Date ”), by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (“ Operator ”), and Carson Cogeneration Company, a Delaware corporation (“ Carson Cogen ”).

RECITALS

WHEREAS, Carson Cogen and the City of Long Beach, California (the “ City ”), are parties to that certain Pier E Tanker Terminal Agreement, dated October 24, 1980 (as such lease may be amended, restated, modified, supplemented or renewed from time to time, the “ Berth 121 Port Lease ”);

WHEREAS, Carson Cogen and Phillips 66 Company, a Delaware corporation (“ Phillips 66 ”), are parties to that certain Agreement, dated July 3, 1979, relating to the operation of marine vessel Berth 121 located at the Port of Long Beach (“ Berth 121 ”) and Pipeline 95 (owned by Phillips 66) (as such agreement may be amended, restated modified or supplemented from time to time (the “ Use Agreement ”);

WHEREAS, the leasehold interest under Berth 121 Port Lease is expected be to subleased (the “ Sublease ”) by Carson Cogen to Operator, upon receipt of the City’s consent;

WHEREAS, the operation of Berth 121 by Operator, as sublessee under the Sublease will require a Certificate of Financial Responsibility (“ COFR ”) issued by the California Department of Fish and Game (“ CDFG ”) in favor of Operator;

WHEREAS, concurrently herewith, Operator and Carson Cogen, among other parties, have entered into that certain Long Beach Berth Throughput Agreement (the “ Throughput Agreement ”);

WHEREAS, during the period commencing on the Execution Date and continuing until the Termination Date, Carson Cogen desires to engage Operator to perform Carson Cogen’s obligations under the Berth 121 Port Lease and the Use Agreement.

NOW, THEREFORE , in consideration of the covenants and obligations contained herein, the Parties hereto hereby agree as follows:

SECTION 1 DEFINITIONS

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.

“ 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.

“ Berth 121 ” has the meaning set forth in the Recitals.

“ Berth 121 Port Lease ” has the meaning set forth in the Recitals.

“ 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.

“ Carson Assets Indemnity Agreement ” means that certain Carson Assets Indemnity Agreement entered into by the Parties, and other parties, concurrently herewith.

“ Carson Cogen Group ” means Carson Cogen, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (excluding any member of the Operator Group).

“ Carson Cogen ” has the meaning set forth in the Preamble.

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

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

“ Claims ” has the meaning set forth in Section 7(a).

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

“ 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.

“ Crude Oil ” means crude petroleum, synthetic crude oil, topped crude oil, condensate and all associated blends thereof.

“ Execution Date ” has the meaning set forth in the Recitals.

“ Governmental Authority ” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body, port authority or other 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.

“ Marine Vessel ” means any ocean tanker, ocean barge, river barge or other vessel.

“ Month ” means the period commencing on the Execution Date and ending on the last day of that calendar month and each successive calendar month thereafter.

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

“ Operator Group ” means Operator, its parent company, Tesoro Logistics LP, a Delaware limited partnership, its parent’s general partner Tesoro Logistics GP, LLC, a Delaware limited liability company, their subsidiaries and their respective officers, directors, members, managers, employees, agents, successors, and assigns.

“ Party ” or “ Parties ” means that each of Operator and Carson Cogen 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.

“ Phillips 66 ” has the meaning set forth in the Recitals.

“ Pollution Event ” has the meaning set forth in Section 7(c).

“ Product ” or “ Products ” means Crude Oil and Refined Products.

“ Receiving Party Personnel ” has the meaning set forth in Section 15(d).

“ Refined Products ” means gasoline, gasoline blend component, diesel, distillate, distillate blend components, jet/aviation fuel, fuel oil, cut back resid, cutter stock, gas oil and/or other commodity other than Crude Oil specified in this Agreement or otherwise mutually agreed upon by the Parties.

“ Regulatory Obligations ” means standards, regulations, permits or conditions required by a Governmental Authority.

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

“ Term ” has the meaning set forth in Section 4.

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

“ Throughput Agreement ” has the meaning set forth in the Recitals.

SECTION 2 GENERAL UNDERTAKINGS

During the Term, Operator agrees to fully perform Carson Cogen’s obligations under the Berth 121 Port Lease and the Use Agreement.

SECTION 3 TERMINATION DATE

The “ Termination Date ” will be the date the Sublease is effective.

SECTION 4 TERM

The term of this Agreement shall be for the period commencing on the Execution Date and continuing until the Termination Date (the “ Term ”).

Notwithstanding the foregoing, and in addition to terms and conditions contained in Section 8, this Agreement shall terminate if any of the following events occur:

(a) the termination, cancellation or expiration of the Berth 121 Port Lease for any reason during the Term, whereupon this Agreement shall terminate immediately upon such event; or

(b) in the event of a rescission with respect to Berth 121 pursuant to the Contribution, Conveyance and Assumption Agreement dated November 18, 2013, by and among Tesoro Corporation, Carson Cogen, Tesoro Refining & Marketing Company LLC, Tesoro Logistics GP, LLC, Tesoro Logistics LP and Tesoro Logistics Operations LLC.

SECTION 5 OPERATION OF THE BERTH 121 ASSETS DURING TERM

(a) Operator shall be compensated for its services hereunder pursuant to the Throughput Agreement, as follows: (i) Operator shall receive from Carson Cogen the throughput fees applicable to Berth 121 set forth in Section 4 of the Throughput Agreement and (ii) Operator shall receive from Carson Cogen the specified cost reimbursements with regard to Berth 121 set forth in Section 5 of the Throughput Agreement.

(b) Operator shall pay to Carson Cogen any amounts payable by Carson Cogen to the City under the Berth 121 Port Lease and any amounts payable to any other party by Carson Cogen in connection with the operation of Berth 121.

(c) Operator shall account for all of its costs in connection with the services provided hereunder in accordance with the “Accounting Procedures” set forth in Exhibit 7 to the Use Agreement. Carson Cogen and Operator shall jointly work with Phillips 66 to produce the annual budget required by the Use Agreement. Any new capital expenditures required under the Berth 121 Port Lease or the Use Agreement will remain the responsibility of Carson Cogen and Phillips 66. Carson Cogen shall pay to Phillips 66 any amounts due from Carson Cogen to Phillips 66 under the Use Agreement. Carson Cogen will pay to Operator any amounts paid by Phillips 66 to Carson Cogen under the Use Agreement.

(d) Carson Cogen reserves the right to amend the Berth 121 Port Lease and/or the Use Agreement at any time during the Term. If any such amendment increases Operator’s costs to perform its obligations hereunder, Carson Cogen shall promptly reimburse Operator for such increased costs, unless Operator would already be compensated for such increased costs under the Throughput Agreement.

(e) If during the Term of this Agreement Operator’s costs to perform its duties hereunder are increased by reason of any change in Regulatory Obligations, Carson Cogen shall promptly reimburse Operator for such increased costs, unless Operator would already be compensated for such increased costs under the Throughput Agreement.

SECTION 6 LIMITATION ON LIABILITY

IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, NO MATTER HOW CHARACTERIZED, RELATING TO THIS AGREEMENT AND ARISING FROM ANY CAUSE WHATSOEVER, EXCEPT WITH RESPECT TO INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ACTUALLY AWARDED TO A THIRD PARTY OR ASSESSED BY A GOVERNMENTAL AUTHORITY AND FOR WHICH A PARTY IS PROPERLY ENTITLED TO INDEMNIFICATION FROM THE OTHER PARTY PURSUANT TO THE EXPRESS PROVISIONS OF THIS AGREEMENT.

SECTION 7 INDEMNIFICATION

(a) Duty to Indemnify Carson Cogen Group . Except as expressly provided otherwise in this Agreement, Operator SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS the Carson Cogen Group from and against all claims, suits, causes of action, demands, losses, liabilities, damages, costs, expenses, fees (including, but not limited to, reasonable attorney’s fees), and court costs (collectively “Claims”), inclusive of Claims made by third parties, arising from or relating to any injury to or death of persons and/or damage, loss, or injury to any property (excluding Product) TO THE EXTENT OF THE PERCENTAGE OR PROPORTION OF DETERMINED FAULT ARISING FROM THE BREACH, DEFAULT, STRICT LIABILITY, OR THE NEGLIGENT ACTS, ERRORS, OR OMISSIONS OF OPERATOR OR ANY MEMBER OF THE OPERATOR GROUP WHILE PERFORMING OR RELATING TO ITS OR THEIR OBLIGATIONS UNDER THIS AGREEMENT.

(b) Duty to Indemnify Operator Group . Except as expressly provided otherwise in this Agreement, CARSON COGEN SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS the Operator Group from and against all Claims, inclusive of Claims made by third parties, arising from or relating to any injury to or death of persons and/or damage, loss, or injury to any property (excluding Product) TO THE EXTENT OF THE PERCENTAGE OR PROPORTION OF DETERMINED FAULT ARISING FROM THE BREACH, DEFAULT, STRICT LIABILITY, OR THE NEGLIGENT ACTS, ERRORS, OR OMISSIONS OF CARSON COGEN OR ANY MEMBER OF CARSON COGEN GROUP WHILE USING BERTH 121 AND/OR TO THE EXTENT OF THE PERCENTAGE OR PROPORTION OF DETERMINED FAULT ARISING FROM THE BREACH, DEFAULT, STRICT LIABILITY, OR THE NEGLIGENT ACTS, ERRORS, OR OMISSIONS OF CARSON COGEN OR ANY MEMBER OF THE CARSON COGEN GROUP WHILE PERFORMING OR RELATING TO CARSON COGEN’S OBLIGATIONS UNDER THIS AGREEMENT.

(c) Duty to Indemnify for Pollution Events . Notwithstanding anything to the contrary in this Agreement, in the event of any escape, release, discharge, threat of discharge, or disposal of any pollutants or hazardous materials from any member of Carson Cogen Group’s vehicles, Marine Vessels or equipment or otherwise caused by any member of the Carson Cogen Group while in, on, or adjacent to Berth 121 (each such event a “ Pollution Event ”), Operator shall have the right to commence emergency response and containment or clean-up activities, as deemed appropriate or necessary by Operator or required by any Governmental Authority, and shall notify Carson Cogen, as soon as reasonably possible, of such activities. CARSON COGEN SHALL ASSUME ALL RESPONSIBILITY FOR, AND SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OPERATOR GROUP FROM AND AGAINST, ANY AND ALL CLAIMS ARISING FROM OR RELATING TO A POLLUTION EVENT EXCEPT TO THE EXTENT OF THE PERCENTAGE OR PROPORTION OF DETERMINED FAULT THAT CARSON COGEN SHALL SHOW ANY SUCH POLLUTION EVENT IS CAUSED BY THE NEGLIGENCE OF OPERATOR OR ANY MEMBER OF THE OPERATOR GROUP.

(d) Failure to Maintain Required Coverages . In the event that (i) Operator does not maintain the insurance coverages required by Section 11 of this Agreement or (ii) Operator fails to include Carson Cogen as an additional insured on all policies of insurance required by Section 11 of this Agreement, then Operator shall hold harmless and indemnify Carson Cogen against all Claims that otherwise would have been insured.

(e) Written Claim . Neither Party shall be obligated to indemnify the other Party or be liable to the other Party unless a written claim for indemnity is delivered to the other Party within ninety (90) days after the date that a Claim is reported or discovered, whichever is earlier.

(f) No Limitation . Except as expressly provided otherwise in this Agreement, the scope of these indemnity provisions may not be altered, restricted, limited, or changed by any other provision of this Agreement. The indemnity obligations of the Parties as set out in this Section 7 are independent of any insurance requirements as set out in Section 11, and such indemnity obligations shall not be lessened or extinguished by reason of a Party’s failure to obtain the required insurance coverages or by any defenses asserted by a Party’s insurers.

(g) Mutual and Express Acknowledgement . 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.

(h) Survival . These indemnity obligations shall survive the termination of this Agreement until all applicable statutes of limitation have run regarding any Claims that could be made with respect to the activities contemplated by this Agreement.

(i) Third Party Indemnification . If any Party has the rights to indemnification from a third party, the indemnifying party under this Agreement shall have the right of subrogation with respect to any amounts received from such third-party indemnification claim.

(j) Carson Assets Indemnity Agreement . In the event of any conflict between the provisions of this Agreement and the provisions of the Carson Assets Indemnity Agreement, the provisions of the Carson Assets Indemnity Agreement shall prevail.

SECTION 8 DEFAULT

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

(i) the Party breaches any provision of this Agreement, which breach has a material adverse effect on the other Party, 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 (unless such failure is not commercially reasonably capable of being cured in such fifteen (15) Business Day period in which case such Party shall have commenced remedial action to cure such breach and shall continue to diligently and timely pursue the completion of such remedial action after such notice); 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.

(b) If either of the Parties is in default as described above, then (i) if Carson Cogen is in default, Operator may or (ii) if Operator is in default, Carson Cogen may: (A) terminate this Agreement upon notice to the defaulting Party; (B) withhold any payments due to the defaulting Party under this Agreement; and/or (C) pursue any other remedy at law or in equity.

(c) Obligation to Cure Breach . If a Party breaches any provision of this Agreement, which breach does not have a material adverse effect on the other Party, the breaching Party shall still have the obligation to cure such breach.

SECTION 9 RESERVED

SECTION 10 ASSIGNMENT

As of the Execution Date, TRMC shall assign all of its rights and obligations hereunder to the General Partner, the General Partner shall assign all of its rights and obligations hereunder to the Partnership. The Partnership shall assign its rights and obligations hereunder to Operator. Upon such assignment to Operator, Operator shall have all of the respective rights and obligations set forth herein

Operator shall not assign its rights or obligations under this Agreement without Carson Cogen’s prior written consent.

SECTION 11 INSURANCE

(a) Insurance Required by Operator . Operator shall obtain at its sole cost and expense and shall carry and maintain in full force and effect all insurance coverages required by the Berth 121 Port Lease and the Use Agreement.

(b) Certificates of Insurance; Endorsements . Operator shall cause Carson Cogen to be named as an additional insured on all policies of insurance secured by Operator in accordance with this Agreement. Operator shall furnish Carson Cogen with certificates of insurance evidencing this coverage. All policies shall be endorsed to provide that no material change or cancellation of the coverage shall occur until Carson Cogen has received thirty (30) days written notice. Operator hereby waives, and shall cause its insurers to also waive any right of subrogation that they may have against Carson Cogen or the Carson Cogen Group. All insurance coverage required hereunder shall be primary to, and not in excess of or contributory with, any insurance that may be maintained by Operator.

SECTION 12 GOVERNMENT REGULATIONS

(a) Compliance with Applicable Law . Each Party shall be responsible for compliance with all Applicable Law associated with such Party’s respective performance hereunder and the operation of such Party’s facilities. 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.

(b) Material Change in 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, 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 to negotiate in good faith amendments to this Agreement that will conform to the new Applicable Law while preserving the Parties’ economic, operational, commercial and competitive arrangements in accordance with the understandings set forth herein.

SECTION 13 NOTICE

All notices, requests, demands, and other communications hereunder will be in writing and will be deemed to have been duly given: (a) if by transmission by hand delivery, when delivered; (b) 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; (c) 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 (d) if by e-mail, one Business Day after delivery with receipt confirmed. All notices will be addressed to the Parties at the respective addresses as follows:

If to Carson Cogen, to:

Carson Cogen Company

19100 Ridgewood Parkway

San Antonio, Texas 78259

For legal notices :

Attention: Charles A. Cavallo III, Managing Attorney – Commercial

phone: (210) 626-4045

email: Charles.A.Cavallo@tsocorp.com

For all other notices and communications :

Attention: Dennis C. Bak

phone: 310-847-3846

email: Dennis.C.Bak@tsocorp.com

If to Operator, 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

email: Charles.S.Parrish@tsocorp.com

For all other notices and communications :

Attention: Rick D. Weyen, Vice President, Logistics

phone: (210) 626-4379

email: Rick.D.Weyen@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.

SECTION 14 REPORTS AND AUDIT

Each Party and its duly authorized agents and/or representatives shall have reasonable access to the accounting records and other documents maintained by the other Party which relate to this Agreement, and shall have the right to audit such records at any reasonable time or times during the Term and for a period of up to three years after termination of this Agreement. Claims as to shortage in quantity or defects in quality shall be made by written notice within ninety (90) days after the delivery in question or shall be deemed to have been waived.

SECTION 15 CONFIDENTIAL INFORMATION

(a) Confidential Information and Exceptions Thereto . 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 15. 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 (it being understood, for the avoidance of doubt, that this exception shall not apply to information of Operator that was in the possession of Carson Cogen or any of its affiliates as a result of their ownership or operation of Berth 121 prior to the Execution Date);

(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 15, 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 15(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 Confidential 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 upon termination of this Agreement or destroyed with destruction certified by the receiving Party, 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 15, 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 15 shall survive the termination of this Agreement for a period of two (2) years.

SECTION 16 MISCELLANEOUS

(a) Amendment or Modification . This Agreement may be 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) Integration . This Agreement, together with the other agreements referred to herein, 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) Construction and Interpretation . In interpreting this Agreement, unless the context expressly requires otherwise, all of the following apply to the interpretation of this Agreement:

(i) Preparation of this Agreement has been a joint effort of the Parties and the resulting Agreement against one of the Parties as the drafting Party;

(ii) Plural and singular words each include the other.

(iii) Masculine, feminine and neutral genders each include the others.

(iv) The word “or” is not exclusive and includes “and/or”.

(v) The words “includes” and “including” are not limiting.

(vi) References to the Parties include their respective successors and permitted assignees.

(vii) The headings in this Agreement are included for convenience and do not affect the construction or interpretation of any provision of, or the rights or obligations of a Party under, this Agreement.

(d) Applicable Law; Forum, Venue and Jurisdiction . This Agreement shall be governed by the laws of the State of Texas without giving effect to its conflict of laws principles; provided that any issues or claims arising out of the terms and conditions of the Berth 121 Port Lease, or rules and regulations of the POLB and the City will be governed by the laws of the State of California. 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; provided that this limitation shall not prevent a party from joining the other party in an action in another forum involving the POLB and/or the City. The Parties expressly and irrevocably submit to the jurisdiction of said court 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 court, 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.

(e) 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.

(f) 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.

(g) No Third Party Rights . Except as expressly provided herein, 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.

(h) Jury Waiver . 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.

(i) Independent Contractor . Operator’s relationship to Carson Cogen hereunder shall be that of an independent contractor. Nothing in this Agreement shall be construed to make Operator or any of its employees, an agent, associate, joint venture or partner of Carson Cogen.

[Signature Page Follows]

IN WITNESS WHEREOF , the Parties hereto have duly executed this Agreement as of the Execution Date.

Signature Page to Berth 121 Operating Agreement

Exhibit 10.6

TERMINAL 2 SUBLEASE RIGHTS AGREEMENT

This Terminal 2 Sublease Rights Agreement (this “ Agreement ”), dated as of December 6, 2013 (the “ Effective Date ”), is by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (the “ Operating Company ”), and for purposes of Section 3.1 only, Tesoro Logistics GP, LLC, a Delaware limited liability company (the “ General Partner ”), and Tesoro Logistics LP, a Delaware limited partnership (the “ Partnership ”), on the one hand and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“ TRMC ”), on the other hand. The above-named entities are sometimes referred to in this Agreement individually as a “ Party ” and collectively as the “ Parties .”

RECITALS

WHEREAS , TRMC is a party to that certain Lease dated February 17, 1995, with the City of Long Beach, a municipal corporation, acting by and through its Board of Harbor Commissioners (as such agreement may be amended, supplemented, restated or renewed from time to time, the “ Terminal 2 Port Lease ”);

WHEREAS , the Parties, Tesoro Corporation, a Delaware corporation and Carson Cogeneration Company, a Delaware corporation (“ Carson Cogen ”), entered into the certain Contribution, Conveyance and Assumption Agreement dated November 18, 2013, pursuant to which Carson Cogen and TRMC agreed to contribute certain assets to the Operating Company (the “ Contribution Agreement ”);

WHEREAS , in connection with the transactions contemplated by the Contribution Agreement, TRMC desires to sublease its interest in the Terminal 2 Port Lease to the Operating Company upon the receipt of certain required consents and approvals; and

WHEREAS , the execution of this Agreement is a condition precedent to the Parties’ obligations to consummate the transactions contemplated by the Contribution Agreement.

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

ARTICLE I

DEFINITIONS

Section 1.1 Capitalized terms used herein have the respective meanings ascribed to such terms below:

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

“ BP Closing Date ” means June 1, 2013.

“ Carson Cogen ” has the meaning set forth in the Recitals.

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

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

“ COFR ” means the Certificate of Financial Responsibility filed with the CDFG with respect to oil spill contingency planning and financial responsibility for Terminal 2.

“ Contribution Agreement ” has the meaning set forth in the Recitals.

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

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

“ Long Beach Approval ” means the approval of the City of Long Beach of the ability of TRMC to sublease the Terminal 2 Port Lease to the Operating Company.

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

“ Other Approvals ” means any other consents or approvals required to sublease the Terminal 2 Port Lease to the Operating Company.

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

“ Party ” or “ Parties ” have the meanings given to those terms in the introduction to this Agreement.

“ Terminal 2 ” has the meaning given to such term in the Contribution Agreement.

“ Terminal 2 Port Lease ” has the meaning set forth in the Recitals.

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

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

ARTICLE II

SUBLEASE

Upon receiving the Long Beach Approval, the CDFG Approval and the Other Approvals, TRMC and the Operating Company shall enter into a sublease with respect to the Terminal 2 Port Lease, substantially in the form attached hereto as Exhibit A.

ARTICLE III

MISCELLANEOUS

Section 3.1 Assignment . As of the Effective Date, the General Partner shall immediately assign all of its rights and obligations hereunder to the Partnership. The Partnership shall immediately assign all of its rights and obligations hereunder to Operating Company. Upon such assignment to the Operating Company, the Operating Company shall have all of the respective rights and obligations set forth herein.

Section 3.2 Costs . Each Party shall pay its own costs and expenses with respect to the transactions contemplated by this Agreement.

Section 3.3 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 3.4 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

Section 3.5 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 3.6 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 3.7 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 3.8 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 3.9 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 3.10 Integration . This Agreement, together with the Schedules and Exhibits referenced herein, 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. The Parties acknowledge that they have executed other agreements as of the BP Closing Date and the date hereof. In the event of conflict with regard to the subject matter hereof between such agreements and this Agreement (together with the Schedules and Exhibits hereto), this Agreement (together with the Schedules and Exhibits hereto) shall control.

Section 3.11 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 remedy 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 3.12 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 3.12 .

If to Tesoro or TRMC:

Tesoro Corporation

19100 Ridgewood Parkway

San Antonio, Texas 78259-1828

Attn: Charles A. Cavallo III

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: Barron W. Dowling

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 Date.

Signature Page to

Terminal 2 Sublease Rights Agreement

EXHIBIT A

Terminal 2 Sublease

[ See Attached ]

Exhibit A –

Terminal 2 Sublease Rights Agreement

SUBLEASE AGREEMENT

BETWEEN

TESORO REFINING & MARKETING COMPANY LLC

AS SUBLESSOR

AND

TESORO LOGISTICS OPERATIONS LLC

AS SUBLESSEE

Exhibit A –

Terminal 2 Sublease Rights Agreement

SUBLEASE

This Sublease (“ Sublease ”), dated as of the          day of                 , 201    , is made by and between Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“ Sublessor ”), and Tesoro Logistics Operations LLC, a Delaware limited liability company (“ Sublessee ”) with reference to the following:

A. Sublessor is the current tenant under that certain Lease dated February 17, 1995 (the “ Master Lease ”), between Sublessor, as successor-in-interest to ARCO Terminal Services Corporation, and the City of Long Beach, a municipal corporation, acting by and through its Board of Harbor Commissioners (“ Master Landlord ”). The Master Lease governs Sublessor’s non-owned portions of the marine terminal and related berths (“ Terminal 2 ”) consisting of portions of Terminal 2, Berth 78, Tank Farms 2 and 3 and that portion of Berth 77 that is fifty percent (50%) owned by Master Landlord on Parcel IV of Assessor’s Parcel Numbers 7436-008-001 and 7436-009-900 in Los Angeles, County, California, as shown on the drawing attached as Exhibit A to the Master Lease (collectively, the “ Premises ”).

B. Sublessor is a party to certain contracts related to the operation of the Premises identified on Exhibit A attached hereto (the “ Contracts ”).

C. Sublessor is the owner of certain leasehold improvements located on the Premises and used in connection with the operation of the Premises, including, without limitation, the items identified on Exhibit B attached hereto (the “ Leasehold Improvements ”).

D. Sublessee desires to sublease the Premises from Sublessor, and Sublessor desires to sublease the Premises to Sublessee on the terms set forth in this Sublease.

E. Concurrently herewith, Sublessor and Sublessee have entered into a Lease Agreement for the fee owned portion of Terminal 2 and Terminal 3 (the “ Terminal 2 & 3 Lease ).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, Sublessor and Sublessee agree as follows:

1. Sublease of Premises . Sublessor hereby subleases the Premises to Sublessee, and Sublessee hereby subleases the Premises from Sublessor.

2. Term . The term of this Sublease (the “ Term ”) shall commence on the date Master Landlord grants consent to this Sublease (“ Commencement Date ”) and shall expire concurrently with the expiration of the Master Lease. As of the date of this Sublease and until the Commencement Date, Sublessee will operate the Premises pursuant to an operating agreement entered into by and between Sublessor and Sublessee. If Master Landlord requires material modifications to the terms of this Sublease as a condition of granting consent to the Sublease, either Sublessor or Sublessee shall have the right to refuse such modifications prior to Master Landlord granting such consent and the Sublease will not commence.

Exhibit A –

Terminal 2 Sublease Rights Agreement

3. Incorporation of Terms of Master Lease . Sublessee hereby acknowledges that it has read and is familiar with the provisions of the Master Lease and agrees that this Sublease is and shall remain in all respects subordinate to and subject to the Master Lease and any amendments, modifications or supplements to the Master Lease hereafter made. The terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in the Master Lease are incorporated herein by reference and are made a part hereof, and shall, as between Sublessor and Sublessee (as if Sublessor were the lessor under the Master Lease and Sublessee were the lessee under the Master Lease) constitute the terms of this Sublease. Sublessee hereby agrees to perform and comply with, for the benefit of Sublessor and Master Landlord, the obligations of the lessee under the Master Lease with respect to the Premises during the Term of this Sublease. Without limiting the foregoing:

(a) Sublessee shall make payment of all rent due under the Master Lease as and when required to be paid pursuant to the Master Lease. Such payment shall be made by Sublessee directly to Master Landlord, with concurrent notice thereof to Sublessor.

(b) Sublessee shall be responsible for paying required costs of maintenance and improvements as required under the Master Lease.

(c) Sublessee shall be responsible for maintaining all of the insurance required of the tenant under the Master Lease, endorsed to name Master Landlord and Sublessor as additional insureds, and all insurance required by the Contracts, endorsed to name Sublessor as an additional insured. In addition, Sublessee shall obtain and keep in force a policy of excess liability coverage with a liability limit of $500,000,000, including coverage for pollution events, and all such insurance shall be endorsed to name Sublessor as an additional insured. Up to $100,000,000 of such insurance shall also be endorsed to name Master Landlord as an additional insured.

(d) Sublessee will operate the Premises in accordance with all legal and regulatory requirements.

(e) Sublessee shall be responsible for preparing and delivering to Master Landlord the financial statements required pursuant to Section 21 of the Master Lease.

(f) Sublessee shall be responsible for complying with the obligations of the tenant under the Master Lease with respect to hazardous materials.

Exhibit A –

Terminal 2 Sublease Rights Agreement

4. Contracts .

(a) Concurrently with the execution of this Sublease, Sublessor and Sublessee shall execute an Assignment and Assumption of Contracts in the form attached hereto as Exhibit C (the “ Assignment of Contracts ”). Such Assignment of Contracts shall be effective only upon the Commencement Date of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. During the term of the Sublease, so long as Sublessee is not in default hereunder, Sublessee shall have the right to enter into additional contracts relating to the Premises, provided that the same shall not obligate Sublessor and shall not bind Sublessor following termination of the Sublease unless Sublessor elects in its sole and absolute discretion to take an assignment of the same. In the latter event, Sublessee shall, upon termination of the Sublease, assign such contracts to Sublessor pursuant to an assignment in form and substance consistent with the Assignment of Contracts. In addition, the Contracts assigned to Sublessee by Sublessor pursuant to the Assignment of Contracts shall revert back to Sublessor or its successor upon termination of this Sublease or any succeeding or replacement sublease.

(b) Any capital expenditure required by the Master Lease of the Contracts shall be made by Sublessee.

(c) In the event of any default by Sublessee under the Contracts, Sublessor (in addition to any other remedies it may have) may cure such default and Sublessee shall promptly reimburse Sublessor for all of Sublessor’s costs in effecting such cure.

5. Leasehold Improvements . Subject to the terms of Section 8 below, effective upon the Commencement Date, Sublessor shall convey to Sublessee ownership of all Leasehold Improvements located on the Premises and owned by Sublessor. Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory. Concurrently with the execution of this Sublease, Sublessor shall execute a bill of sale in the form attached hereto as Exhibit D (the “ Bill of Sale ”). Such Bill of Sale shall be deemed delivered by Sublessor to Sublessee only upon the commencement of this Sublease, and, if this Sublease does not commence, shall be void ab initio and of no effect. In the event of a termination of this Sublease (a) by reason of a default on the part of Sublessee; or (b) due to the expiration of the Master Lease, the foregoing Leasehold Improvements, together with any other improvements made subsequently, shall automatically become the property of Sublessor. In the event of an early termination of this Sublease not due to the expiration of the Master Lease and not due to the fault of Sublessor or Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. If the termination of the Sublease is by reason of Sublessor’s default or as a result of Sublessor’s election to terminate in accordance with the provisions of Section 10, below, in which case, in addition to any other obligations of Sublessor to Sublessee, all such Leasehold Improvements shall be conveyed by Sublessee to Sublessor and Sublessor shall pay to Sublessee the fair market value of the Leasehold Improvements valued as of the date of termination and with fair market value calculated as provided below. In order to effect such conveyance (or, at Sublessor’s option in the event of a termination for Sublessee’s default, to confirm the ownership of such improvements), Sublessee shall take such actions and execute such documents as Sublessor may reasonably require, including, without limitation, execution of a bill of sale for such improvements. If Sublessee fails or refuses to execute such documents or take such actions, Sublessee hereby appoints Sublessor as its attorney-in-fact with authority to execute such documents and take such actions, which appointment is coupled with an interest and is irrevocable.

Exhibit A –

Terminal 2 Sublease Rights Agreement

(a) Default : “Default” under this Sublease shall occur if either party shall fail to perform any of its material obligations hereunder (except when such failure shall be excused under other provisions hereof). Upon such default, the non-defaulting party shall have the option to terminate this Sublease as follows: (i) the non-defaulting party shall give written notice to the defaulting party stating specifically the default or breach relied upon by the non-defaulting party as justifying termination hereof. If said default or breach is not remedied within thirty (30) days after receipt of notice, if therein remediable, or if the defaulting party fails to commence promptly and attempt diligently to remedy the same where said default or breach is not remediable within thirty (30) days after receipt of said written notice, the non-defaulting party shall have the right to terminate this Sublease. If within such thirty (30) day period the defaulting party does remedy the default or breach, or commences promptly and attempts diligently to remedy or remove the same where not remediable within such thirty (30) day period, and fully indemnifies the non-defaulting party from any and all loss and liability resulting directly from such default or breach, the notice shall be withdrawn and this Sublease shall continue in full force and effect.

(b) Fair Market Value : The fair market value of the Leasehold Improvements shall be reasonably determined by Sublessor with such determination based on information regarding, without limitation, the nature of the particular Leasehold Improvement, its age and functionality, and the current sale price of similar improvements in the same industry, all as valued for their highest and best use at the time of termination of the Sublease. Sublessor shall provide Sublessee with written notice of the determination of the fair market value of the Leasehold Improvements within thirty (30) days after the termination of this Sublease. If Sublessee disagrees with Sublessor’s determination of the fair market value, and the parties cannot mutually agree upon the fair market value within twenty (20) days after the expiration of the thirty (30) day notice period, then the fair market value shall be determined by appraisal in the manner set forth below:

(i) The fair market value of the Leasehold Improvements shall be appraised by an appraiser with at least ten (10) years’ experience in the oil and gas appraisal sector chosen by Sublessor (“ First Appraisal ”) and the appraisal report forwarded to Sublessee. If the First Appraisal is deemed unacceptable by Sublessee, then Sublessee shall so advise Sublessor in writing within ten (10) working days after receipt of the First Appraisal and Sublessee shall have the right to engage an appraiser with at least ten (10) years’ experience in the oil and gas appraisal sector to appraise the Leasehold Improvements (“ Second Appraisal ”) and the appraisal report forwarded to Sublessor. In the event Sublessor shall deem the Second Appraisal to be unacceptable, then Sublessor shall advise Sublessee within ten (10) working days after receipt of the Second Appraisal, and the first appraiser and second appraiser shall together choose a third appraiser with at least ten (10) years’ experience in the oil and gas appraisal sector who shall appraise the Leasehold Improvements (“ Third Appraisal ”) and forward the appraisal report to Sublessor and Sublessee. The cost of the First Appraisal shall be borne by Sublessor, and the cost of the Second Appraisal shall be borne by Sublessee. The cost of the Third Appraisal shall be shared equally between Sublessor and Sublessee. The fair market value for the Leasehold Improvements shall be the average of the two (2) closest appraisals. Each of the appraisers shall appraise the Leasehold Improvements for their highest and best use.

Exhibit A –

Terminal 2 Sublease Rights Agreement

6. Rent Negotiations . Sublessee shall conduct the compensation negotiations required by Section 5 of the Master Lease. Sublessor shall have the right to approve the negotiated compensation, which approval shall not be unreasonably withheld. When the compensation has been adjusted, Sublessee shall pay the same.

7. Removal and Restoration Obligations . To the extent the Master Lease requires removal of leasehold improvements and restoration of the Premises at the end of the Master Lease term, Sublessee shall be responsible for such removal and restoration. Further, in the event this Sublease is terminated by reason of Sublessee’s default hereunder within the thirty-six month (36) period prior to expiration of the Master Lease term, Sublessee shall be responsible, in addition to all other damages arising from such default, for the cost incurred by Sublessor in effecting the removal and restoration required under the Master Lease.

8. Cross-Defaults . Certain other contracts, licenses or agreements related to the Premises shall be cross defaulted with this Sublease (each, individually, a “ Cross-Defaulted Agreement ” and collectively the “ Cross-Defaulted Agreements ”), which Cross Defaulted Agreements are listed on Exhibit E attached hereto. If Sublessee defaults under this Sublease, such default shall be a default under each of the Cross-Defaulted Agreements. Any default by Sublessee under any of the Cross-Defaulted Agreements shall be a default under this Sublease. Without limitation on the above provisions or Sublessor’s other remedies as a result of any such default, any termination of this Sublease for any reason shall automatically terminate the Terminal 2 & 3 Lease, and any termination of the Terminal 2 & 3 Lease shall automatically terminate this Sublease.

9. Consent of Master Landlord . The commencement of this Sublease is conditioned upon the execution by Master Landlord of a consent in the form attached hereto as Exhibit F , or such other form as Master Landlord may reasonably require. If, in connection with granting consent to the Sublease, Master Landlord requires material modifications to the terms hereof, either party shall have the right to refuse such modifications, in which case this Sublease shall be deemed rescinded and of no further force or effect.

Exhibit A –

Terminal 2 Sublease Rights Agreement

10. Early Right of Termination . If Sublessee desires to cease the conduct of operations from the Premises, Sublessee shall have the right to deliver to Sublessor a notice of such intent at least ninety (90) days prior to the intended date on which operations will cease, and Sublessor shall have the right, but not the obligation, to terminate this Sublease by delivering written notice to Sublessee. If Sublessor has not made such election prior to the date of such termination, Sublessor shall continue to have the right to terminate this Sublease at any time after Sublessee ceases operations and before Sublessee recommences operations from the Premises, to terminate this Sublease by delivering written notice to Sublessee. Unless and until Sublessee has given the foregoing notice to Sublessor of its intent to cease operations from the Premises, Sublessee shall continuously operate from the Premises to an extent reasonably consistent with prior operations from the Premises by Sublessor, and a failure of Sublessee to so operate, unless such failure is a result of casualty or other force majeure event, shall constitute a default on the part of Sublessee.

11. Amendments to Master Lease . Sublessee shall have the right to seek amendments to the terms of the Master Lease, which amendments shall be subject to Sublessor’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. In the event of any such amendment, Sublessee shall be responsible for complying with the amended terms of the Master Lease, and Sublessee shall indemnify, defend and hold Sublessor harmless from and against any loss, cost or liability arising as a result of such amendment. Notwithstanding the foregoing, Sublessor shall have no obligation to consent to an amendment of the Master Lease (i) that extends the term of the Master Lease unless Sublessor is released from all further liability under the Master Lease as of the date on which the Master Lease would otherwise have expired, or (ii) that increases the rent or other obligations of the tenant under the Master Lease unless Sublessor is relieved of liability for the increased rent or other obligations.

12. Master Lease Renewal . In the event Sublessor consummates a new master lease of the Premises following the expiration of the Master Lease, Sublessor shall negotiate in good faith with Sublessee for a new sublease based on the terms of the new master lease.

13. Counterparts . This Sublease may be signed by the parties in different counterparts and the signature pages combined to create one document binding on all parties.

[Signature Page Follows]

Terminal 2 Sublease Rights Agreement

Exhibit A

Contracts

None

Exhibit A –

Terminal 2 Sublease Rights Agreement

Exhibit B

Leasehold Improvements

All machinery and equipment, mobile or otherwise, systems and other tangible personal property owned and used by Sublessor primarily in connection with leasing or operation of the Premises, including (a) all production units, processing units and distillation systems, (b) all heating, lighting, and power systems, fire prevention and fire extinguishing systems, control systems, emergency warning and emergency preparedness systems and related assets, (c) all storage and other tanks, meters, pumps, engines, compressors, pipes, fittings, valves, connections, regulators, loading and unloading lines and racks, (d) all computers, servers, printers, computer hardware, wired or mobile telephones, on-site process control and automation systems, telecommunications assets, and other information-technology-related equipment that is used exclusively in connection with the Premises and that is owned by Sublessor or leased by Sublessor, (e) all tools, (f) all furniture and furnishings, (g) all vehicles and (h) all other tangible personal property, in each case presently owned by Sublessor, located in or on the Premises.

Exhibit A –

Terminal 2 Sublease Rights Agreement

Exhibit C

Assignment and Assumption of Contracts

This Assignment and Assumption of Contracts (“Assignment”) is dated                         , 201     and is entered into concurrently with that certain Sublease of even date herewith (the “ Sublease ”) by and between Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“ Assignor ”) and Tesoro Logistics Operations LLC, a Delaware limited liability company (“ Assignee ”). This Assignment shall be effective upon the commencement of the term of the Sublease.

Assignor and Assignee agree as follows:

1. Assignor hereby assigns all of Assignor’s right, title and interest under each of the contracts listed on Schedule 1 attached hereto (the “ Contracts ”) to Assignee, and Assignee hereby accepts such assignment and agrees to assume each and every obligation of Assignor under each of the Contracts arising or to be performed after the date of this Assignment.

2. Assignor shall indemnify and hold Assignee harmless from and against any and all loss, cost or liability for obligations to be performed by Assignor under the Contracts before the date of this Assignment.

3. Assignee shall indemnify and hold Assignor harmless from and against any and all loss, cost or liability for obligations to be performed by Assignor under the Contracts on and after the date of this Assignment.

4. In the event any party shall commence an action to enforce or interpret any of the provisions of this Assignment, the prevailing party in such action shall be entitled to reimbursement from the other party of all costs and expenses, including reasonable attorneys’ fees, incurred in connection therewith.

5. This Assignment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

Terminal 2 Sublease Rights Agreement

Schedule 1 to Assignment and Assumption of Contracts

No Contracts

Exhibit A –

Terminal 2 Sublease Rights Agreement

Exhibit D

Bill of Sale

FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the undersigned, Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“ TRMC ”), does hereby transfer and assign to Tesoro Logistics Operations LLC, a Delaware limited liability company (“ TLO ”), all of its right, title and interest, if any, in and to the leasehold improvements located on the Premises (as that term is defined in that certain Sublease dated                      between TRMC, as sublessor, and TLO, as sublessee), including without limitation the items listed in Schedule 1 attached hereto, such transfer and assignment being on an “as is” basis, without any representations or warranties, express, implied or statutory, of any kind whatsoever.

Exhibit A –

Terminal 2 Sublease Rights Agreement

SCHEDULE 1 TO BILL OF SALE

List of Leasehold Improvements to be Transferred from Sublessor to Sublessee

All machinery and equipment, mobile or otherwise, systems and other tangible personal property owned and used by Sublessor primarily in connection with leasing or operation of the Premises, including (a) all production units, processing units and distillation systems, (b) all heating, lighting, and power systems, fire prevention and fire extinguishing systems, control systems, emergency warning and emergency preparedness systems and related assets, (c) all storage and other tanks, meters, pumps, engines, compressors, pipes, fittings, valves, connections, regulators, loading and unloading lines and racks, (d) all computers, servers, printers, computer hardware, wired or mobile telephones, on-site process control and automation systems, telecommunications assets, and other information-technology-related equipment that is used exclusively in connection with the Premises and that is owned by Sublessor or leased by Sublessor, (e) all tools, (f) all furniture and furnishings, (g) all vehicles and (h) all other tangible personal property, in each case presently owned by Sublessor, located in or on the Premises.

Exhibit A –

Terminal 2 Sublease Rights Agreement

EXHIBIT E

List of Cross Defaulted Agreements

1. Amended and Restated Long Beach Berth Access Use and Throughput Agreement dated December             , 2013, by and among Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“ TRMC ”), the Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “ General Partner ”), Tesoro Logistics LP, a Delaware limited partnership (the “ Partnership ”) and the Tesoro Logistics Operations LLC, a Delaware limited liability company (the “ Operating Company ”) (“ BAUTA ”).

2. Sublease Agreement dated December             , 2013, by and among Carson Cogeneration Company, a Delaware corporation, as sublessor, and the Operating Company, as sublessee, for the sublease of a portion of Berth 121 (the “ Berth 121 Sublease ”)

3. Sublease Agreement dated December             , 2013, by and among TRMC, as sublessor, and the Operating Company, as sublessee, for the sublease of Berths 84 and 86 (the “ Long Beach Terminal Sublease ”)

4. Lease Agreement to be executed by and among TRMC, as lessor, and the Operating Company, as lessee, for the lease of Terminal 2 and Terminal 3 (the “ Terminal 2 & 3 Lease ”)

Exhibit A –

Terminal 2 Sublease Rights Agreement

Exhibit F

Form of Master Landlord Consent

To Be Attached

Exhibit A –

Terminal 2 Sublease Rights Agreement

Exhibit 10.7

TERMINALS 2 AND 3 GROUND LEASE RIGHTS AGREEMENT

This Terminals 2 and 3 Ground Lease Rights Agreement (this “ Agreement ”), dated as of December 6, 2013 (the “ Effective Date ”), is by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (the “ Operating Company ”), and for purposes of Section 3.1 only, Tesoro Logistics GP, LLC, a Delaware limited liability company (the “ General Partner ”), and Tesoro Logistics LP, a Delaware limited partnership (the “ Partnership ”), on the one hand and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“ TRMC ”), on the other hand. The above-named entities are sometimes referred to in this Agreement individually as a “ Party ” and collectively as the “ Parties .”

RECITALS

WHEREAS , TRMC has certain fee interests in Terminal 2 and Terminal 3 (each as defined below);

WHEREAS , the Parties, Tesoro Corporation, a Delaware corporation, and Carson Cogeneration Company, a Delaware corporation (“ Carson Cogen ”), entered into the certain Contribution, Conveyance and Assumption Agreement dated November 18, 2013, pursuant to which Carson Cogen and TRMC agreed to contribute certain assets to the Operating Company (the “ Contribution Agreement ”);

WHEREAS, TRMC is a party to that certain Lease dated February 17, 1995, with the City of Long Beach, a municipal corporation, acting by and through its Board of Harbor Commissioners (as such agreement may be amended, supplemented, restated or renewed from time to time, the “ Terminal 2 Port Lease ”);

WHEREAS , in connection with the transactions contemplated by the Contribution Agreement, TRMC desires to lease its fee interests in Terminal 2 and Terminal 3, respectively, to the Operating Company upon the receipt of certain required consents and approvals to sublease the Terminal 2 Port Lease to the Operating Company; and

WHEREAS , the execution of this Agreement is a condition precedent to the Parties’ obligations to consummate the transactions contemplated by the Contribution Agreement.

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

ARTICLE I

DEFINITIONS

Section 1.1 Capitalized terms used herein have the respective meanings ascribed to such terms below:

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

“ BP Closing Date ” means June 1, 2013.

“ Carson Cogen ” has the meaning set forth in the Recitals.

“ Contribution Agreement ” has the meaning set forth in the Recitals.

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

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

“ Ground Lease ” has the meaning set forth in Section 2.1 .

“ Long Beach Approval ” means the approval of the City of Long Beach of the ability of TRMC to sublease the Terminal 2 Port Lease to the Operating Company.

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

“ Other Approvals ” means any other consents or approvals required to sublease the Terminal 2 Port Lease to the Operating Company.

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

“ Party ” or “ Parties ” have the meanings given to those terms in the introduction to this Agreement.

“ Terminal 2 ” has the meaning given to such term in the Contribution Agreement.

“ Terminal 2 Port Lease ” has the meaning set forth in the Recitals.

“ Terminal 3 ” has the meaning given to such term in the Contribution Agreement.

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

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

ARTICLE II

SUBLEASE AND RIGHT OF ENTRY AGREEMENT

Section 2.1 Sublease . Upon receiving the Long Beach Approval, the CDFG Approval and the Other Approvals, TRMC and the Operating Company shall enter into a lease with respect to Terminal 2 and Terminal 3, substantially in the form attached hereto as Exhibit A (the “ Ground Lease ”).

Section 2.2 Right of Entry Agreements . Simultaneously with the execution of the Ground Lease, TRMC and the Operating Company shall enter into a Right of Entry Agreement with respect to each of Terminal 2 and Terminal 3, substantially in the form attached hereto as Exhibit B, in order to provide TRMC access to Terminal 2 and Terminal 3 to conduct environmental remediation activities.

ARTICLE III

MISCELLANEOUS

Section 3.1 Assignment . As of the Effective Date, the General Partner shall immediately assign all of its rights and obligations hereunder to the Partnership. The Partnership shall immediately assign all of its rights and obligations hereunder to Operating Company. Upon such assignment to the Operating Company, the Operating Company shall have all of the respective rights and obligations set forth herein.

Section 3.2 Costs . Each Party shall pay its own costs and expenses with respect to the transactions contemplated by this Agreement.

Section 3.3 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 3.4 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

Section 3.5 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 3.6 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 3.7 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 3.8 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 3.9 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 3.10 Integration . This Agreement, together with the Schedules and Exhibits referenced herein, 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. The Parties acknowledge that they have executed other agreements as of the BP Closing Date and the date hereof. In the event of conflict with regard to the subject matter hereof between such agreements and this Agreement (together with the Schedules and Exhibits hereto), this Agreement (together with the Schedules and Exhibits hereto) shall control.

Section 3.11 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 remedy 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 3.12 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 3.12 .

If to Tesoro or TRMC:

Tesoro Corporation

19100 Ridgewood Parkway

San Antonio, Texas 78259-1828

Attn: Charles A. Cavallo III

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: Barron W. Dowling

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 Date.

Signature Page to

Terminal 2 and 3 Ground Lease Rights Agreement

EXHIBIT A

Terminal 2 and 3 Ground Lease

[ See Attached ]

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

LEASE AGREEMENT

BETWEEN

TESORO REFINING & MARKETING COMPANY LLC

AS LANDLORD

AND

TESORO LOGISTICS OPERATIONS LLC

AS TENANT

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

LEASE AGREEMENT

This Lease Agreement (the “ Lease ”) is entered into as of             , 201    , between Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“ Landlord ”), and Tesoro Logistics Operations LLC, a Delaware limited liability company (“ Tenant ”). Landlord and Tenant may be referred to in this Lease individually as a “ Party ” and collectively as the “ Parties .”

WHEREAS, Landlord is the owner of portions of a marine terminal and related berths consisting of Berth 76 and Tank Farm 1, and that part of Berth 77 that is fifty percent (50%) owned by Landlord, all on Parcels I, II and III of Assessor’s parcel Numbers 7436-008-001 and 7436-009-900 in the City of Long Beach, Los Angeles County, California (collectively referred to herein as (“ Terminal 2 ”), which property is more particularly described on Exhibit A attached hereto and incorporated herein by reference, and Marine Terminal 3 located on Assessor’s Parcel Number 7436-013-002 in the City of Long Beach, Los Angeles County, California (“ Terminal 3 ”), which property is more particularly described on Exhibit B attached hereto and incorporated herein by reference. The entirety of the property on which Terminal 2 and Terminal 3 (collectively, the “ Terminals ”) are located is referred to collectively herein as the “ Property .”

WHEREAS, concurrently herewith, Landlord and Tenant have entered into a sublease covering property adjacent to Terminal 2 which is leased to Landlord by the Port of Long Beach (the “ Terminal 2 Sublease ”).

WHEREAS, Tenant desires to lease from Landlord and Landlord desires to lease to Tenant the Property, together with all improvements situated therein (the “ Premises ”) attached hereto and incorporated herein by reference.

ARTICLE 1. DEMISE OF PREMISES AND GRANT OF ACCESS EASEMENT

1. Demise of Premises

1.01 In consideration of the mutual covenants and agreements of this Lease, and other good and valuable consideration, Landlord demises and leases to Tenant, and Tenant leases from Landlord, the Premises.

2. Access Easement

1.02 Tenant is hereby granted the right of ingress and egress to and from the Premises over and across the Property, as reasonably needed by Tenant in order to operate the Premises. Landlord shall have the right to designate a reasonable course through which Tenant and its employees, agents, contractors and invitees must follow across the Property in order to access the Premises, and to otherwise establish reasonable restrictions upon Tenant’s use of the Property for access to the Premises pursuant to Article 7 hereof.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

ARTICLE 2. LEASE TERM

Commencement Date and Options to Renew

2.01. The term of this Lease is for an initial term of thirty-four (34) years (the “ Initial Term ”), beginning on the date of this Lease as indicated above (“ Commencement Date ”), unless terminated sooner as provided in this Lease.

2.02. The term of the Lease may be renewed for three (3) renewal terms of ten (10) years each (each, a “ Renewal Term ”) at Tenant’s option. If Tenant chooses to renew the term of this Lease, Tenant shall provide Landlord at least twelve (12) months’ prior written notice of such intent to renew before the end of the Initial Term or any Renewal Term, if applicable. The rent for any Renewal Term shall be subject to the Parties’ mutual agreement regarding the amount of rent to be paid pursuant to Section 3.02 below. If the Parties are unable to mutually agree on the rent amount at least ten (10) days prior to the commencement of the next term, either Party shall have the right to terminate this Lease upon written notice to the other, which notice shall be effective upon the non-terminating Party’s receipt of notice of termination.

Termination

2.03. This Lease will terminate without further notice when the term specified in Sections 2.01 and 2.02 expires, and any holding over by Tenant after that term expires will not constitute a renewal of the Lease or give Tenant any rights under the Lease in or to the Premises.

Holdover

2.04. If Tenant holds over and continues in possession of the Premises after the Lease term, Tenant will be considered to be occupying the Premises at will, subject to all the terms of this Lease.

ARTICLE 3. RENT

3.01. The Parties acknowledge that rent for the Initial Term has been paid in full in advance.

3.02. The rent payable from Tenant to Landlord for each Renewal Term shall be in an amount mutually agreed upon by Landlord in Tenant at least ten (10) business days prior to the commencement of each Renewal Term.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

ARTICLE 4. TAXES

Payment by Tenant

4.01. Each Party shall have the responsibility to pay any personal property, real estate taxes, assessments, or charges owed on the Property which is the result of that Party’s use of the Premises and/or the installation, maintenance, and operation of that Party’s improvements on the Property. Each Party shall each be responsible for the payment of any taxes, levies, assessments and other charges imposed including franchise and similar taxes imposed upon the business conducted by that Party at the Property. Nothing in this Article 4 shall be construed as making Tenant liable for any portion of Landlord’s income taxes in connection with any Property or otherwise. Except as set forth in this Article 4, Landlord shall have the responsibility to pay any personal property, real estate taxes, assessments, or charges owed on the Property and shall do so prior to the imposition of any lien on the Property.

a. Each Party shall have the right, at its sole option and at its sole cost and expense, to appeal, challenge or seek modification of any tax assessment or billing for which that Party is wholly or partly responsible for payment (the “ Challenging Party ”). The non-Challenging Party shall reasonably cooperate with the Challenging Party at the expense of the Challenging Party in filing, prosecuting and perfecting any appeal or challenge to taxes as set forth in the preceding sentence, including but not limited to, executing any consent, appeal or other similar document. In the event that as a result of any appeal or challenge by the Challenging Party, there is a reduction, credit or repayment received by the non-Challenging Party for any taxes previously paid by the Challenging Party, the non-Challenging Party agrees to promptly reimburse to the Challenging Party the amount of said reduction, credit or repayment.

4.02. Taxes payable by Tenant under Section 4.01 above for the first and last years of this Lease shall be pro-rated between Landlord and Tenant based on the number of days this Lease is in effect during the applicable year compared to 365 days.

ARTICLE 5. UTILITIES

5.01. The Parties acknowledge that as of the Commencement Date utilities serving the Premises, being electricity, steam, supply water, and sanitary sewer (the “ Utilities ”) are separately metered with Tenant paying all costs for utility services to the service providers. In the event any such Utilities are not separately metered, the Parties agree that the Premises shall be separately metered for the Utilities as soon as reasonably practicable following the Commencement Date. All costs required to effectuate such separate metering shall be borne equally by Landlord and Tenant. The Parties shall cooperate with each other in all reasonable respects in connection therewith. Thereafter Tenant shall pay all charges for Utilities serving the Premises directly to the Utility provider. Until such time as electricity or any other Utilities are separately metered to the Premises, such Utilities to the Premises shall continue to be interconnected to Landlord’s utility infrastructure, and shall be provided to Tenant and paid for in the same manner and subject to the same conditions as all other Utilities are provided to Tenant. Until such Utilities are separately metered, Tenant shall pay Landlord for Tenant’s usage thereof (without any surcharge being added by Landlord for overhead) in amounts as reasonably determined by Landlord, subject to Tenant’s reasonable approval. Such payment shall be due within thirty (30) days following delivery of Landlord’s invoice therefor accompanied by reasonably detailed support. Landlord shall not invoice Tenant for Utility usage more frequently than monthly. The following restrictions shall apply with respect to Tenant’s usage of Landlord’s oily water sewer system: (i) only wastewaters containing only water and petroleum products may be discharged therein, (ii) only wastewaters generated from Tenant’s operations on the Premises may be discharged therein, (iii) Tenant shall comply with all applicable laws, rules and regulations regarding the use thereof and the discharge of substances therein, and (iv) the daily volume of oily water discharged therein may not materially exceed the volume of the typical daily discharge therein resulting from Landlord’s operation of the Property prior to the Commencement Date. Landlord shall have no obligation to provide telephone service to the Premises or any other utility service of any kind except as set forth in this Section. Landlord shall in no event be liable or responsible for any cessation or interruption in, or damage caused by, any utility services provided to the Premises, whether by Landlord or otherwise, unless the cessation or interruption results from Landlord’s intentional misconduct or gross negligence.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

ARTICLE 6. USE OF PREMISES

Permitted Use of Premises

6.01. Tenant may use the Premises for the receipt, handling, unloading, storage, transporting and other disposition of crude oil, petroleum and refined products, for the use, operation, maintenance and repair of the improvements on the Terminals, all pipelines, underground sump or wash tank, and related equipment to be constructed on the Premises and for other related activities typical of a commercial wharf.

ARTICLE 7. COMPLIANCE WITH LAWS, SAFETY REQUIREMENTS AND SECURITY REQUIREMENTS; SECURING GOVERNMENTAL PERMITS

Compliance with Safety Requirements

7.01 In use of the Premises and the exercise of its rights hereunder, Tenant shall conduct safe operations and shall comply with all applicable federal, state, and local rules, regulations and orders and Landlord job-site rules and regulations regarding safety, health and fire protection as long as such rules and regulations are no more rigid than those that are applicable to the Property. Landlord shall provide Tenant with copies of all manuals, pamphlets and brochures and obtain other information regarding Landlord’s safety and emergency policies, procedures and rules. Tenant shall familiarize itself and its employees, agents, contractors and invitees with such safety and emergency information. Tenant shall provide all such appropriate protective equipment and clothing as may be required, and all persons accessing the Premises shall wear such required protective equipment and clothing at all times while thereon. Tenant will use the Premises in a manner that will not unreasonably interfere with Landlord’s operations of the Property or create an unreasonable safety risk or hazard. No smoking or open flame or matches or lighters shall be permitted on the Property without Landlord’s express prior approval; provided, however, Tenant shall be permitted to perform “hot work” in connection with its operation and maintenance of the equipment situated on the Premises without Landlord’s consent; provided that Tenant shall notify Landlord prior to the commencement thereof and cooperate with Landlord in all reasonable respects to assure that such work is performed in a safe and sound manner. Tenant shall ensure that the Premises is at all times kept free of waste and is left clean and orderly. Equipment placement and material storage shall be at locations satisfactory to Landlord. Landlord shall have no duty to monitor compliance by Tenant or any contractors, employees or other third parties with any safety rules, regulations or requirements; provided, however, if Landlord becomes aware of any such violation of safety rules, regulations or requirements, Landlord may require Tenant to correct violations immediately, and in the event of aggravated or repeated violations, Landlord may refuse to allow any person or persons committing such violations to have continuing access to either the Property or the Premises. Tenant shall use commercially reasonable efforts to prevent and minimize hazardous conditions arising as a result of its use of the Premises. Landlord shall promptly correct any unsafe or hazardous condition on the Property caused by Landlord or its agents of which Landlord is aware or is made aware, or which could materially interfere with Tenant’s use of the Premises.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

Security Requirements

7.02 Tenant and its employees, agents, invitees and contractors shall comply with Landlord’s security requirements applicable to the Property and shall obey the applicable directions of Landlord’s security personnel and contractors as long as same are in accordance with Landlord’s security requirements for the Property. Landlord may impose reasonable restrictions and limitations upon access to all or any portion of the Property, including restrictions as to time and place of access at any particular time or location to the extent it does not materially interfere with Tenant’s use of the Premises. All persons shall abide by all such restrictions and limitations. Tenant’s access may be denied as reasonably necessary in the event of an emergency situation at the Property regardless of whether such denial of access interferes with Tenant’s use of the Premises. Any person found in violation of any such restrictions and limitations may be removed from the Property, and Landlord may refuse to allow such person any further access to the Property. Unless otherwise specifically provided in writing, Landlord shall have no duty to provide any security for protection of the persons or property of Tenant or any contractors, employees, agents or invitees.

Maintenance of the Premises

7.03 Tenant shall at all times keep the Premises and any other portion of the Property used by Tenant pursuant to this Lease free from accumulations of waste material or rubbish resulting from Tenant’s use thereof, and Tenant shall remove at its own expense all temporary structures, rubbish and waste materials resulting therefrom. Tenant shall take all commercially reasonable steps to eliminate or minimize the use, storage or generation of Hazardous Substances in violation of applicable federal, state, and local laws, rules, regulations and orders in connection with the use of the Premises. Tenant shall be responsible for safely and properly handling, removing and disposing of all Solid Wastes and Hazardous Substances used, stored or generated in conjunction with any use of the Premises. Upon completion of any work on or about the Premises, Tenant shall leave the work site in a clean and orderly condition, free from trash, rubbish, debris and other wastes. “ Solid Wastes ” as used herein, shall mean, without limitation, those waste materials not otherwise defined by federal, state or local law or ordinance as being hazardous, including, without limitation, “ universal wastes ” as defined in 40 CFR 273 and “ used oil ” as defined in 40 CFR 260. “ Hazardous Substances ”, as used herein, shall have the same meaning as is provided in 40 CFR 300.5 (but including petroleum, including crude oil or any fraction thereof). Tenant shall use commercially reasonable efforts to reduce and minimize accidents arising in connection with use of the Premises and shall promptly report to Landlord all accidents or occurrences resulting in lost-time injuries to Tenant’s employees or third parties and damage to Landlord’s property or third parties arising out of Tenant’s use of the Premises. Tenant shall promptly report any governmental inspections relative to operations conducted by Tenant on the Premises as well as the Property and the result of such inspections. Where advance notice of an inspection is given, Tenant shall promptly notify Landlord of the same. Tenant shall inform Landlord of any notices, warnings, or asserted violations issued by any governmental agencies relative to any activities performed by Tenant on the Property.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

a. If Tenant fails to maintain the Premises as required by this Lease, Landlord may do so, and the cost thereof shall be payable by Tenant to Landlord on demand.

Illegal Substances; Firearms

7.04 The possession, use, manufacture, distribution, transfer of, or being under the influence of any unauthorized, prohibited, illegal or controlled substance, or drug paraphernalia, or possession of any firearm, weapon, explosive or ammunition is prohibited on the Property. As used in this provision, “ substance ” refers to alcohol, drug(s), chemical(s), illegal or prescribed, that may be inhaled, injected, absorbed or taken by mouth that may, in the Landlord’s opinion, impair an individual. Tenant shall not allow and shall take all steps reasonably necessary to prevent the possession of any unauthorized, prohibited, illegal, or controlled substance, illegal weapon or firearm by one of its employees, agents, contractors or invitees on the Property. Any employees, agents, invitees or contractors of Tenant who violate this prohibition are subject to immediate removal from the Property and such removal shall not constitute any cause for claim or damages against Landlord, and Landlord may prevent such persons from returning to the Property. Prohibited items and substances may be confiscated and transferred to appropriate law enforcement authorities. Exclusion of the offending individual from the Property as provided in this Section 7.04 shall be the sole remedy of Landlord for any breach or violation set forth in this Section 7.04.

Compliance with Laws

7.05 Each Party shall be responsible for compliance with all Applicable Laws (as defined herein) associated with such Party’s respective performance hereunder. In the event any action or obligation imposed upon a Party under this Lease 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 Lease shall remain effective.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

a. “ Applicable Laws ” 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 (as defined herein) having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect.

b. “ 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.

Material Change In Applicable Law

7.06 If during the term of this Lease, 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 Lease and which has a material adverse economic impact upon a Party, either Party, acting in good faith, shall have the option to request renegotiation of the relevant provisions of this Lease with respect to future performance. The Parties shall then meet to negotiate in good faith amendments to this Lease that will conform to the new Applicable Law while preserving the Parties’ economic, operational, commercial and competitive arrangements in accordance with the understandings set forth herein.

Emergencies

7.07 In the event of any emergency occurring on or about the Premises, Landlord and Tenant shall diligently cooperate in good faith to appropriately manage the emergency situation in a timely and effective manner. Such cooperation shall include, but not be limited to, providing of necessary access to all portions of the Premises and the improvements thereon.

ARTICLE 8. CONSTRUCTION BY TENANT

General Conditions

8.01. Tenant may, at any time and from time to time during the Lease term, erect, maintain, alter, remodel, reconstruct, rebuild, replace, and remove buildings and other improvements on the Premises, subject to the following:

a. Tenant bears the cost of any such work.

b. The Premises must at all times be kept free of mechanics’ and materialmen’s liens.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

c. Landlord must be notified of the time for beginning and the general nature of any such work, other than routine maintenance of existing buildings or improvements, at the time the work begins.

d. The conditions of Section 8.02 concerning Landlord’s approval of plans must be followed.

e. Such work is reasonably necessary for Tenant’s permitted operations on the Premises.

Landlord’s Approval of Plans

8.02. The following rules govern Landlord’s approving construction, additions, and alterations of buildings or other improvements on the Premises:

a. Written Approval Required . No building or other improvement may be constructed on the Premises unless the plans, specifications, and proposed location of the building or other improvement have received Landlord’s written approval, which shall not be unreasonably withheld, conditioned or delayed, and the building or other improvement complies with the approved plans, specifications, and proposed location; provided, however, if Tenant’s proposed construction, additions or alterations impact Landlord’s operations on the Property, Landlord may withhold it’s approval or consent in its sole discretion. No material addition to or alteration of any building or structure erected on the Premises may be begun until plans and specifications covering the proposed addition or alteration have been first submitted to and approved by Landlord, which shall not be unreasonably withheld, conditioned or delayed; provided, however, if Tenant’s proposed construction, additions or alterations impact Landlord’s operations on the Property, Landlord may withhold it’s approval or consent in its sole discretion.

b. Submission of Plans . With respect to any construction, additions or alterations for which Landlord’s approval is required under Subsection (a) above, Tenant must submit two (2) copies of detailed working drawings, plans, and specifications for any such projects for Landlord’s approval before the project begins.

c. Landlord’s Approval . Landlord will promptly review and approve all plans submitted under subparagraph b above or note in writing any required changes or corrections that must be made to the plans. Any required changes or corrections must be made, and the plans resubmitted to Landlord, within twenty (20) days after the corrections or changes have been noted. Landlord’s failure to object to the resubmitted plans and specifications within twenty (20) days constitutes its approval of the changes. Minor changes in work or materials not affecting the general character of the building project may be made at any time without Landlord’s approval, but a copy of the altered plans and specifications must be furnished to Landlord.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

d. Exception to Landlord’s Approval . The following items do not require submission to, and approval by, Landlord:

i. Minor repairs and alterations necessary to maintain existing structures and improvements in a useful state of repair and operation.

ii. Changes and alterations required by an authorized public official with authority or jurisdiction over the buildings or improvements, to comply with legal requirements.

e. Effect of Approval . Landlord, by approving the plans and specifications, assumes no liability or responsibility for the architectural or engineering design or for any defect in any building or improvement constructed from the plans or specifications.

Ownership of Buildings, Improvements, and Fixtures

8.03. Any buildings, improvements, additions, alterations, and fixtures (constructed, placed, or maintained on any part of the Premises during the Lease term are considered part of the real property of the Premises and must remain on the Premises and become Landlord’s property when the Lease terminates, unless agreed otherwise by Landlord and Tenant.

ARTICLE 9. EARLY RIGHT OF TERMINATION

Failure to Operate

9.01. If Tenant desires to cease the conduct of operations from the Premises, Tenant shall have the right to deliver to Landlord a notice of such intent at least ninety (90) days prior to the intended date on which operations will cease, and Landlord shall have the right, but not the obligation, to terminate this Lease by delivering written notice to Tenant. If Landlord has not made such election prior to the date of such termination, Landlord shall continue to have the right to terminate this Lease at any time after Tenant ceases operations and before Tenant recommences operations from the Premises, to terminate this Lease by delivering written notice to Tenant. Unless and until Tenant has given the foregoing notice to Landlord of its intent to cease operations from the Premises, Tenant shall continuously operate from the Premises to an extent reasonably consistent with prior operations from the Premises by Landlord or its predecessors, and a failure of Tenant to so operate, unless such failure is a result of casualty or other force majeure event, shall constitute a default on the part of Tenant.

ARTICLE 10. REPAIRS, MAINTENANCE, AND RESTORATION

Tenant’s Duty to Maintain and Repair

10.01. At all times during the Lease term, Tenant will keep and maintain, or cause to be kept and maintained, all buildings and improvements erected on the Premises in a good state of appearance and repair (except for reasonable wear and tear) at Tenant’s own expense. If Tenant fails to maintain the Premises as required by this Lease, Landlord may do so, and the cost thereof shall be payable by Tenant to Landlord on demand.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

Damage or Destruction

10.02. As long as the Terminals have not permanently ceased operations, if any building or improvement constructed on the Premises is damaged or destroyed by fire or any other casualty, regardless of the extent of the damage or destruction, Tenant must, within one year from the date of the damage or destruction, begin to repair, reconstruct, or replace the damaged or destroyed building or improvement and pursue the repair, reconstruction, or replacement with reasonable diligence so as to restore the building to substantially the condition it was in before the casualty. But if beginning or completing this restoration is prevented or delayed by war, civil commotion, acts of God, strikes, governmental restrictions or regulations, or interferences, fire or other casualty, or any other reason beyond Tenant’s control, whether similar to any of those enumerated or not, the time for beginning or completing the restoration (or both) will automatically be extended for the period of each such delay.

ARTICLE 11. MECHANICS’ LIENS

Tenant will not cause or permit any mechanics’ liens or other liens to be filed against the fee of the Premises or against Tenant’s leasehold interest (excluding any leasehold mortgage) in the land or any buildings or improvements on the Premises by reason of any work, labor, services, or materials supplied or claimed to have been supplied to Tenant or anyone holding the Premises or any part of them through or under Tenant. If such a mechanic’s lien or materialmen’s lien is recorded against the Premises or any buildings or improvements on them, Tenant must either cause it to be released or, if Tenant in good faith wishes to contest the lien, take timely action to do so, at Tenant’s sole expense. If Tenant contests the lien, Tenant will indemnify Landlord and hold it harmless from all liability for damages occasioned by the lien or the lien contest and will, in the event of a judgment of foreclosure on the lien, cause the lien to be discharged and released before enforcement of the judgment is completed.

ARTICLE 12. CONDEMNATION

Parties’ Interests

12.01. If the Premises or any part of them are taken for public or quasi-public purposes by condemnation as a result of any action or proceeding in eminent domain, or are transferred in lieu of condemnation to any authority entitled to exercise the power of eminent domain, this article governs Landlord’s and Tenant’s interests in the award or consideration for the transfer and the effect of the taking or transfer on this Lease.

Total Taking—Termination

12.02. If the entire Premises are taken or so transferred as described in Section 12.01, this Lease and all of the rights, titles, and interests under it will cease on the date that title to the Premises or part of them vests in the condemning authority, and the proceeds of the condemnation will be the property of Tenant.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

Partial Taking—Termination

12.03. If only part of the Premises is taken or transferred as described in Section 12.01, Tenant may terminate this Lease by providing notice of termination to Landlord within a reasonable time after title to the portion of the Premises taken or transferred vests in the condemning authority. The proceeds of the condemnation will be divided one-half to Landlord and one-half to Tenant.

ARTICLE 13. INSURANCE AND INDEMNIFICATION; ENVIRONMENTAL LIABILITIES

Insurance

13.01. As a condition precedent to the exercise of any of its rights created by this agreement, and in partial performance of Tenant’s obligations of indemnity, Tenant. shall procure and maintain in full force and effect, while this Lease shall remain in effect, a policy or policies of public liability and property damage insurance with minimum coverages of $25,000,000 combined single limit for death, personal injury, bodily injury or loss sustained by any one person or more than one person in any one occurrence, and for damage to or loss of property sustained in any one occurrence.

a. The policy or policies shall provide as follows:

i. That Landlord and its officers, agents, servants and employees, while acting within the scope of their authority, shall be additional named assureds, such insurance to be primary and not contributing with any other insurance maintained by Landlord.

ii. That in the event of one assured incurring liability to any other of the assureds, the policy shall cover the assured against whom claim is or may be made, in the same manner as if separate policies had been issued to each assured.

iii. That said policy or policies shall either contain a broad form of contractual liability coverage, including leases and land use agreements, or there shall be attached to said policy or policies an endorsement, providing that such insurance as is provided for therein shall apply to the obligations assumed by Tenant hereunder.

iv. That the same shall not be cancelled or coverage reduced until a thirty (30) day written notice thereof has been served upon Landlord by registered or certified mail.

Fire and Property Damage Insurance

13.02. Prior to the Commencement Date, Tenant shall procure and maintain in full force and effect, at its own expense while this Lease shall remain in effect, a policy or policies of property insurance from a company or companies acceptable to Landlord insuring Tenant against loss by reason of destruction or damage of the Premises by fire and the other perils. Coverage shall be maintained in an equal to the replacement value of said Premises, but not less than Twenty-Two Million Dollars ($22,000,000). Such insurance shall be primary and not contributing with any other insurance maintained by Landlord. The policy or policies shall provide that the same shall not be cancelled or altered until a thirty (30) day written notice thereof has been served upon Landlord and Tenant.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

a. Landlord, and its officers and employees shall not be liable for the payment of any premiums or assessments on said policies.

b. Such insurance provided by Tenant may provide for such deductibles or self-insured retention as shall be acceptable to Landlord. Insurance coverage providing for up to the first Five Million Dollars ($5,000,000) per occurrence to be deductible or self-insured is acceptable. In the event such insurance does provide for deductibles or self-insured retention, Tenant agrees that it will fully protect Landlord its boards, officers and employees in the same manner as these interests would have been protected had the policy not contained the deductible or retention provisions.

c. Tenant shall deliver a certified or photostatic copy of said policies of insurance or a certificate in a form acceptable to Landlord for approval as to sufficiency and as to form. At least fifteen (15) days prior to the expiration of any such policy, a certificate showing that such insurance coverage has been renewed or extended, shall be filed with Landlord. If such coverage is cancelled or reduced, Tenant shall, within thirty (30) days after receipt of written notice of such cancellation or reduction of coverage, file with Landlord a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies, and evidence of said policy shall be submitted for approval as herein provided. Tenant agrees to suspend and cease all operations hereunder on the Premises during such periods of time as the required insurance coverage is not in effect.

d. The Parties hereto agree that the minimum limits of coverage of both the liability and property insurance shall be reviewed in conjunction with the compensation renegotiation (as provided in Paragraph 3.02), for the purpose of determining whether or not the minimum limits of coverage should be increased or decreased. When the new minimum limits of coverage shall have been determined, and if such minimum limits are to be increased, Tenant shall proceed diligently to obtain such additional coverage.

Workers’ Compensation

13.03. In addition to the liability insurance specified above, Tenant shall maintain at all times during the term of this Lease workers’ compensation and employer’s liability insurance, or maintain an approved program of self-insurance, and shall provide to Landlord evidence of such insurance, or a Certificate of Consent to Self-Insure, meeting the requirements of the Labor Code of the State of California.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

Waiver of Subrogation

13.04. Anything in this Lease to the contrary notwithstanding, Landlord and Tenant each hereby waive any and all rights of recovery, claim, action, or cause of action, against the other, its agents, officers, or employees, for any loss or damage arising from any cause covered by insurance required to be carried by each of them pursuant to this Lease or any other insurance actually carried by each of them, regardless of cause or origin, including negligence of the other Party hereto, its agents, officers, or employees, and covenants that no insurer shall hold any right of subrogation against such other Party. All insurance obtained by either Tenant or Landlord hereunder, especially including the property damage insurance described herein shall contain appropriate waiver of subrogation rights endorsements whereby the insurer releases all rights of subrogation against both Landlord and Tenant and any and all subleases. Each Party shall provide the other with copies of such endorsements upon request.

Indemnification

13.05. The provisions of this Section 13.05 shall not apply with respect to those matters described in Section 13.07 below. Tenant agrees to and hereby does release, defend, indemnify, and hold harmless Landlord, any parent, subsidiary, and affiliated companies of Landlord, and their directors, officers, principals, shareholders, employees, agents, trustees and representatives of each and the successors and assigns of any of the preceding from and against all, claims, demands, causes of action, damages, losses and expenses (including reasonable attorneys’ fees, expert fees and litigation costs) of every kind and character for bodily injury, illness or death and for all loss, damage and destruction of property (collectively “ Claims ”) to the extent caused by (i) the negligence or willful misconduct of Tenant or (ii) the violation by Tenant of any governmental laws, regulations or orders applicable to the Tenant’s operations upon the Property or the Premises.

13.06. The provisions of this Section 13.06 shall not apply with respect to those matters described in Section 13.07 below. Landlord agrees to and hereby does defend, indemnify and hold harmless Tenant, any parent, subsidiary and affiliated companies, and their directors, officers, principals, shareholders, employees, agents, trustees and representatives of each and the successors and assigns of any of the preceding from and against all Claims to the extent caused by (i) the negligence or willful misconduct of Landlord or (ii) the violation by Landlord of any governmental laws, rules or regulations applicable to Landlord’s operations upon the Property or the Premises.

a. In the event of a conflict between the foregoing indemnity provisions and the Indemnity Agreement, defined below, the Indemnity Agreement shall control.

Environmental Liabilities and Indemnification

13.07. Environmental responsibilities, liabilities and indemnification between Landlord and Tenant under this Lease shall be controlled by the terms and conditions of that certain Carson Assets Indemnity Agreement entered into as of December     , 2013 (the “ Indemnity Agreement ”) by and among Tesoro Logistics LP, a Delaware limited partnership, Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership, Landlord, Tesoro Corporation, a Delaware corporation, Tenant and Carson Cogeneration Company, a Delaware corporation.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

a. In the event of a conflict between this Lease and the Indemnity Agreement defined in Section 13.07, the Indemnity Agreement shall control.

ARTICLE 14. ASSIGNMENT AND SUBLEASE

14.01. Tenant may not transfer, assign or sublease its leasehold estate or any portion thereof or any of its right, title or interest in this Lease (collectively, a “ Transfer ”) without prior written consent of Landlord, which Landlord may withhold in its sole and absolute discretion. Any merger, consolidation or transfer of the direct or indirect beneficial ownership interest in Tenant that results in a direct or indirect change in the right to control the management of Tenant shall constitute a Transfer as defined above.

14.02. Concurrently with the execution of this Lease, Landlord and Tenant shall execute an assignment and assumption of contracts (“ Assignment and Assumption of Contracts ”) in the form of Exhibit C attached hereto. The Assignment and Assumption of Contracts shall be effective upon the Commencement Date,

14.03. During the term of the Lease, as long as Tenant is not in default under the Lease after receipt of written notice and an opportunity to cure, Tenant has the right to enter into additional contracts related to the Premises, provided such contracts shall not obligate Landlord and shall not bind Landlord following termination of the Lease unless Landlord elects in its sole discretion to take an assignment of such contracts pursuant to an assignment and assumption agreement similar in form and substance to the Assignment and Assumption of Contracts from Landlord to Tenant. Upon termination of the Lease, those contracts assumed by Tenant pursuant to the Assignment and Assumption of Contracts and those contracts which Landlord has agreed to assume from Tenant, will revert back to Landlord, or its successor, upon termination of the Lease or any succeeding or replacement lease to the Lease.

ARTICLE 15. DEFAULT AND REMEDIES

Termination on Default

15.01. Default under this Lease shall occur if either Party shall fail to perform any of its material obligations hereunder (except when such failure shall be excused under other provisions hereof). Except as otherwise specifically noted in this Lease to the contrary, if Tenant defaults in performing any covenant or term of this Lease and does not correct the default within thirty (30) days after receipt of written notice from Landlord to Tenant, Landlord may declare this Lease, and all rights and interest created by it, terminated; provided, however, that in the event such default cannot, in the exercise of reasonable diligence, be cured within such thirty (30) day period, Landlord may not exercise its remedies under this Article unless Tenant (i) fails to commence the cure of the default within such thirty (30) day period, or (ii) thereafter fails to proceed with curative measures with reasonable diligence. If Landlord elects to terminate, this Lease will cease as if the day of Landlord’s election were the day originally fixed in the Lease for its expiration, and Landlord or its agent or attorney may resume possession of the Premises.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

a. Certain other contracts, licenses or agreements related to the Premises shall be cross defaulted with the Lease (each, individually, a “ Cross-Defaulted Agreement ” and collectively the “ Cross-Defaulted Agreements ”), which Cross-Defaulted Agreements are listed on Exhibit D attached hereto. If Tenant defaults under this Lease, such default shall be a default under each of the Cross Defaulted Agreements. Any default by Tenant under any of the Cross-Defaulted Agreements shall be a default under this Lease. Without limitation on the above provisions or Landlord’s other remedies as a result of any such default, any termination of this Lease for any reason shall automatically terminate the Terminal 2 Sublease, and any termination of the Terminal 2 Sublease shall automatically terminate this Lease.

Other Remedies

15.02. Any termination of this Lease as provided in this Article will not relieve Tenant from paying any sum or sums due and payable to Landlord under the Lease at the time of termination, or any claim for damages then or previously accruing against Tenant under this Lease. Any such termination will not prevent Landlord from enforcing the payment of any such sum or sums or claim for damages by any remedy provided for by law, or from recovering damages from Tenant for any default under the Lease. All Landlord’s rights, options, and remedies under this Lease will be construed to be cumulative, and no one of them is exclusive of the other. Landlord may pursue any or all such remedies or any other remedy or relief provided by law, whether or not stated in this Lease. No waiver by Landlord of a breach of any of the covenants or conditions of this Lease may be construed a waiver of any succeeding or preceding breach of the same or any other covenant or condition of this Lease.

ARTICLE 16. DISCLAIMER; COVENANTS

Disclaimer of Warranties

16.01. TENANT IS LEASING THE PREMISES “AS-IS”, WITH ANY AND ALL LATENT AND PATENT DEFECTS. TENANT ACKNOWLEDGES THAT TENANT IS NOT RELYING UPON ANY REPRESENTATION, STATEMENT OR OTHER ASSERTION OF LANDLORD OR LANDLORD’S AGENTS, OFFICERS, EMPLOYEES OR REPRESENTATIVES WITH RESPECT TO THE CONDITION OF THE PREMISES, BUT IS RELYING UPON TENANT’S EXAMINATION OF THE PREMISES. TENANT ACCEPTS THIS LEASE UNDER THE EXPRESS UNDERSTANDING THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF LANDLORD WITH REGARD TO THE PREMISES, INCLUDING, WITHOUT LIMITATION, SUITABILITY FOR TENANT’S INTENDED USE THEREOF (EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 16.02).

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

Warranty of Quiet Enjoyment

16.02. Landlord covenants that as long as Tenant observes the covenants and terms of this Lease, Tenant will lawfully and quietly hold, occupy, and enjoy the Premises during the Lease term without being disturbed by Landlord or any person claiming under Landlord, except for any portion of the Premises that is taken under the power of eminent domain.

ARTICLE 17. GENERAL PROTECTIVE PROVISIONS

Right of Entry and Inspection

17.01. Tenant must permit Landlord or its agents, representatives, or employees to enter the Premises at reasonable times and upon reasonable prior notice for the purposes of inspection; determining whether Tenant is complying with this Lease; and maintaining, repairing, or altering the Premises in accordance with the terms hereof.

No Termination on Bankruptcy

17.02. Bankruptcy, insolvency, assignment for the benefit of creditors, or the appointment of a receiver will not affect this Lease as long as Tenant and Landlord or their respective successors or legal representatives continue to perform all covenants of this Lease.

No Waiver

17.03. No waiver by either Party of any default or breach of any covenant or term of this Lease may be treated as a waiver of any subsequent default or breach of the same or any other covenant or term of this Lease.

Release of Landlord

17.04. If Landlord sells or transfers all or part of the Premises and as a part of the transaction assigns its interest as Landlord in this Lease, then as of the effective date of the sale, assignment, or transfer, Landlord will have no further liability under this Lease to Tenant, except with respect to liability matters that have accrued and are unsatisfied as of that date. Underlying this release is the Parties’ intent that Landlord’s covenants and obligations under this Lease will bind Landlord and its successors and assigns only during and in respect of their respective successive periods of ownership of the fee.

ARTICLE 18. MISCELLANEOUS

Title Policy and Survey

18.01 Tenant shall have the right, at its sole expense, to obtain a survey of the Premises and title insurance coverage of its interest in the Premises, and the interest of any Lender. Landlord shall have no obligation to provide Tenant with any such survey or title insurance.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

Memorandum of Lease

18.02 The Parties agree not to place this Lease of record, but each Party shall, at the request of the other, execute and acknowledge so that the same may be recorded a memorandum of lease containing such provisions as the requesting Party shall reasonably request. The requesting Party shall pay all costs, taxes, fees and other expenses in connection with or prerequisite to recording.

Delivery of Notices

18.03. All sums owed hereunder, notices, demands, or requests from one party to another may be personally delivered, sent by or by commercial courier, provided the courier’s regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier’s receipt from the sender, or sent by mail, certified or registered, postage prepaid, to the addresses stated below and are considered to have been given at the time of personal delivery, upon record of receipt or refusal of receipt if sent by commercial courier, or of mailing:

A Party may change its address for notice under this Section 18.03 by providing notice of such change in accordance with this Section 18.03.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

Parties Bound

18.04. This Lease binds, and inures to the benefit of, the parties to the Lease and their respective heirs, executors, administrators, legal representatives, successors, and assigns.

California Law to Apply

18.05. This agreement is to be construed under the internal laws of the State of California.

Legal Construction

18.06. If any one or more of the provisions contained in this Lease are for any reason held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability will not affect any other provision of the Lease, which will be construed as if it had not included the invalid, illegal, or unenforceable provision.

Amendment

18.07. No amendment, modification, or alteration of this Lease is binding unless in writing, dated subsequent to the date of this Lease, and duly executed by the Parties.

Rights and Remedies Cumulative

18.08. The rights and remedies provided by this Lease are cumulative, and either Party’s using any right or remedy will not preclude or waive its right to use any other remedy. The rights and remedies are given in addition to any other rights the Parties may have by law, statute, ordinance, or otherwise.

Attorneys’ Fees and Costs

18.09. If, as a result of either Party’s breaching this Lease, the other Party employs an attorney to enforce its rights under this Lease, then the breaching or defaulting Party will pay the other Party the reasonable attorneys’ fees and costs incurred to enforce this Lease.

Time of Essence

18.10. Time is of the essence of this Lease.

Further Documents

18.11. Landlord and Tenant will from time to time and at any reasonable time execute and deliver to the other Party, when the other Party reasonably requests, other instruments and assurances approving, ratifying, and confirming this Lease and the leasehold estate created by it and certifying that this Lease is in full force and that no default under this Lease on the other Party’s part exists; or if the other Party is in default specifying in such instrument each such default.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

Captions

18.12 The captions used in connection with the Articles and Sections of this Lease are for convenience only, and are not intended in any way to limit or amplify the meaning of the language contained in this Lease, or be used as interpreting the meanings and provisions of this Lease.

Construction

18.13 This Lease shall not be strictly construed against either Party.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

THIS LEASE has been executed by the parties on the date and year first above written.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

EXHIBIT A

Legal Description of Terminal 2

All that certain real property situated in the County of Los Angeles, State of California, described as follows:

Parcel I:

That portion of the Rancho Los Cerritos, in the City of Long Beach, County of Los Angeles, State of California, described as follows:

Beginning at a point in the Northwesterly line of Channel No. 2 of Long Beach Harbor, distant thereon Five Hundred (500) feet Southwesterly from the most Northerly corner of said Channel; thence South 64°42’28” West on said Northwesterly line of Channel No. 2, Three Hundred (300) feet; thence North 13°12’28” East Six Hundred Ninety-One and Ninety-Eight Hundredths (691.98)feet, more or less, to a point in the Southeasterly line of Parcel “E”, as described in Deed to the Pacific Electric Railway Company, recorded in Book 5150, Page 47 of Deeds, Records of said County; thence along said Southeasterly line North 64°42’28” East One Hundred Seventy-Seven and Eighty-Four Hundredths (177.84) feet, more or less, to the beginning of a curve concave to the South East having a radius of Five Hundred Fifty-Three and Fourteen hundredths (553.14) feet, the chord of said curve having a bearing of North 70°35’51” East and a length of One Hundred Thirteen and Fifty-Two Hundredths (113.52) feet; thence Northeasterly along said Southeasterly line of Parcel “E” and along said curve One Hundred Thirteen and Seventy-Two Hundredths (113.72) feet; thence South 13°12’28” West Six Hundred Seventy-Seven and Ten Hundredths (677.10) feet to the Point of Beginning.

Except therefrom all interest in the fee in said land lying below a depth of 200 feet from the surface thereof including, but not limited to, all oil, gas and other mineral rights as well as the rights to drill for, explore and produce the same; but without, however, the right to use the upper 200 feet of said land for these said purposes, as provided on deeds recorded September 30, 1987, as Instrument Nos. 87-1569708 and 87-1569709, both of Official Records.

Parcel II:

That portion of Rancho Los Cerritos, in the City of Long Beach, County of Los Angeles, State of California, described as follows:

Beginning at a point in the Northwesterly line of Channel No. 2 of Long Beach Harbor, distant Southwesterly One Hundred Seventy-Five (175) feet from the most Northerly corner of said Channel; thence North 29°07’26” East Five Hundred Forty-Three and Twenty Hundredths (543.20) feet to a point in the Southwesterly line of Parcel “A” as described in Deed to the Pacific Electric Railway Company, recorded in Book 5150, Page 47 of Deeds, Records of said County; thence along said Southwesterly line South 71°48’ East Two Hundred Ninety-Two and Four Hundredths (292.04) feet; thence South 18°12’ West Fifty (50) feet; thence South 25°17’32” East Two Hundred Sixty-Eight and Eighty Hundredths (268.80) feet to the Northwesterly line of the land described in the Deed to the Star Drilling Machine Company, recorded in Book 6859, Page 336, of said Deed Records; thence along said Northwesterly line South 64°42’28” West Four Hundred Forty-Four and Twenty-Five Hundredths (444.25) feet to the Northeasterly end of said Channel No. 2; thence North 25°17’32” West One Hundred Ninety (190) feet to the most Northerly corner of said Channel; thence South 64°42’28” West One Hundred Seventy-Five (175) feet to the Point of Beginning.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

Except therefrom all interest in the fee in said land lying below a depth of 200 feet from the surface thereof including, but not limited to, all oil, gas and other mineral rights as well as the rights to drill for, explore and produce the same; but without, however, the right to use the upper 200 feet of said land for these said purposes, as provided on deeds recorded September 30, 1987, as Instrument Nos. 87-1569708 and 87-1569709, both of Official Records.

Parcel III:

That portion of Rancho Los Cerritos, in the City of Long Beach, County of Los Angeles, State of California, described as follows:

Beginning at a point in the Northwesterly line of Channel No. 2 of Long Beach Harbor, distant Southwesterly Five Hundred (500) feet from the most Northerly corner of said Channel; thence North 13°12’28” East Six Hundred Seventy-Seven and Ten Hundredths (677.10) feet to the Southerly line of Parcel “E” as described in Deed to the Pacific Electric Railway Company, recorded in Book 5150, Page 47 of Deeds, Records of said County; thence Easterly along said Southerly line, same being a curve concave to the South, having a radius of Five Hundred Fifty-Three and Fourteen Hundredths (553.14) feet, a distance of Three Hundred Six and Sixteen Hundredths (306.16) feet to a point in the South Westerly line of Parcel “A” of said Deed to the Pacific Electric Railway Company; thence along the Southwesterly line of said Parcel “A”, South 71°48’ East One Hundred Six and Eighty-Eight Hundredths (106.88) feet; thence South 29°97’26” West Five Hundred Forty-Three and Twenty-Nine Hundredths (543.29) feet to a point on the Northwesterly line of said Channel No. 2; thence along said Northwesterly line South 64°42’28” West Three Hundred Twenty-Five (325.00) feet to the Point of Beginning.

Except therefrom all interest in the fee in said land lying below a depth of 200 feet from the surface thereof including, but not limited to, all oil, gas and other mineral rights as well as the rights to drill for, explore and produce the same; but without, however, the right to use the upper 200 feet of said land for these said purposes, as provided on deeds recorded September 30, 1987, as Instrument Nos. 87-1569708 and 87-1569709, both of Official Records.

Assessor’s Parcel Number: 7436-008-001 and 7436-009-900

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

EXHIBIT B

Legal Description of Terminal 3

All that certain real property situated in the County of Los Angeles, State of California, described as follows:

Parcel I:

That portion of the Rancho Los Cerritos, in the City of Long Beach, County of Los Angeles, State of California, described as follows:

Beginning at a point in the Southeasterly line of a road or street, commonly known as “Seventh Street South”, a distant South 25°17’32” East 70 feet from a point in the center line of Parcel “F”, as described in the Deed to the Pacific Electric Railway Company, recorded in Book 5150, Page 47 of Deeds, Records of said County, which bears South 64°42’28” West 983.28 feet from the intersection of the Northeasterly prolongation of the center line of said Parcel “F” with the West line of Pico Avenue (formerly Water Street); thence South 25°17’32” East 521.90 feet to the North Westerly line of Channel No. 3 of Long Beach Harbor; thence along said North Westerly line South 64°42’28” West 1000 feet; thence North 8°15’28” East 626.23 feet to the Southeasterly line of said “Seventh Street South”; thence along said Southeasterly line North 64°42’28” East 653.91 feet to the Point of Beginning.

Excepting therefrom all interest in the fee in said land lying below a depth of 200 feet from the surface thereof including, but not limited to, all oil, gas and other mineral rights as well as the rights to drill for, explore and produce the same, but without, however, the right to use the upper 200 feet of said land for these said purposes as reserved by Atlantic Richfield Company, Delaware Corporation by the Corporation Quitclaim Deed recorded September 30, 1987 as Instrument No. 87-1569709, Official Records.

Parcel II:

That portion of the Rancho Los Cerritos, in the City of Long Beach, County of Los Angeles, State of California, described as follows:

Beginning at the Northwesterly corner of the land described in the Deed to the Fidelity and Deposit Company of Maryland, recorded in Book 2756, Page 299, Official Records, of said County, being a point in the Southeasterly line of a road or street commonly known as “7th Street South” distant South 25°17’32” East 70 feet form a point in the center line of Parcel “F” as described in the Deed to the Pacific Electric Railway Company, recorded in Book 5150, Page 47 of Deeds, Records of said County, which bears South 64°42’28” West 1637.19 feet from the intersection of the Northeasterly prolongation of the center line of Parcel “F” with the Westerly line of Pico Avenue (formerly Water Street); thence along the Southeasterly line of said “7th Street South” South 64°42’28” West 110.73 feet to a point distant North 64°42’28” East 421.46 feet from the North East corner of the East parcel of land, lying Southeasterly of said Parcel “F”, as conveyed to L.V. Draper, by Deed recorded in Book 6236, Page 303 of said Deed Records; thence Southwesterly in a direct line to a point in the Northwesterly line of Channel No. 3 of Long Beach Harbor, distant North 64°42’28” East 538.67 feet from the Southeast corner of said parcel of land so conveyed to said L.V. Draper; thence along the Northwesterly line of said Channel No. 3, North 64°42’28” East 169.33 feet to the Southwesterly corner of the land so described in said Deed to the Fidelity and Deposit Company of Maryland; thence along the Northwesterly line of the land so described, North 8°15’28” East 626.23 feet to the Point of Beginning.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

Excepting therefrom all interest in the fee in said land lying below a depth of 200 feet from the surface thereof including, but not limited to, all oil, gas and other mineral rights as well as the rights to drill for, explore and produce the same, but without, however, the right to use the upper 200 feet of said land for these said purposes as reserved by Atlantic Richfield Company, Delaware Corporation by the Corporation Quitclaim Deed recorded September 30, 1987 as Instrument No. 87-1569709, Official Records.

Assessor’s Parcel Number: 7436-013-002

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

EXHIBIT C

Form of Assignment and Assumption of Contracts

FORM OF

ASSIGNMENT AND ASSUMPTION OF

CONTRACTS

ASSIGNMENT AND ASSUMPTION OF CONTRACTS

THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS is made this          day of             , 20    , by and between Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“ Assignor ”) and Tesoro Logistics Operations LLC, a Delaware limited liability company (“ Assignee ”), with reference to the following facts:

A. Assignor is bound by those certain contracts and agreements currently in effect in connection with Assignor’s operation and maintenance of the Terminals, as that term is defined in the Lease (defined below), located on real property (“ Property ”) legally described on Schedule 1 attached hereto, and the improvements in and on the Terminals, all of which contracts and agreements (collectively, the “ Contracts ”) are described in Schedule 2 attached hereto and made a part hereof.

B. Pursuant to the terms of that certain Lease Agreement entered into by Assignor, as Landlord, and Assignee, as Tenant (the “ Lease ”), Assignor now desires to assign and transfer to Assignee all of its right, title and interest in the Contracts, subject to all of the payments, terms, covenants, obligations, agreements and restrictions therein set forth, and Assignee desires to accept said Contracts, and be bound by the terms thereof.

NOW THEREFORE, in consideration of the mutual covenants and conditions hereinbelow set forth, it is agreed:

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment and Assumption of Contracts as of the date set forth above.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

SCHEDULE 1

TO

ASSIGNMENT AND ASSUMPTION

OF CONTRACTS

LEGAL DESCRIPTION

Legal Description of Terminal 2

All that certain real property situated in the County of Los Angeles, State of California, described as follows:

Parcel I:

That portion of the Rancho Los Cerritos, in the City of Long Beach, County of Los Angeles, State of California, described as follows:

Beginning at a point in the Northwesterly line of Channel No. 2 of Long Beach Harbor, distant thereon Five Hundred (500) feet Southwesterly from the most Northerly corner of said Channel; thence South 64°42’28” West on said Northwesterly line of Channel No. 2, Three Hundred (300) feet; thence North 13°12’28” East Six Hundred Ninety-One and Ninety-Eight Hundredths (691.98)feet, more or less, to a point in the Southeasterly line of Parcel “E”, as described in Deed to the Pacific Electric Railway Company, recorded in Book 5150, Page 47 of Deeds, Records of said County; thence along said Southeasterly line North 64°42’28” East One Hundred Seventy-Seven and Eighty-Four Hundredths (177.84) feet, more or less, to the beginning of a curve concave to the South East having a radius of Five Hundred Fifty-Three and Fourteen hundredths (553.14) feet, the chord of said curve having a bearing of North 70°35’51” East and a length of One Hundred Thirteen and Fifty-Two Hundredths (113.52) feet; thence Northeasterly along said Southeasterly line of Parcel “E” and along said curve One Hundred Thirteen and Seventy-Two Hundredths (113.72) feet; thence South 13°12’28” West Six Hundred Seventy-Seven and Ten Hundredths (677.10) feet to the Point of Beginning.

Except therefrom all interest in the fee in said land lying below a depth of 200 feet from the surface thereof including, but not limited to, all oil, gas and other mineral rights as well as the rights to drill for, explore and produce the same; but without, however, the right to use the upper 200 feet of said land for these said purposes, as provided on deeds recorded September 30, 1987, as Instrument Nos. 87-1569708 and 87-1569709, both of Official Records.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

Parcel II:

That portion of Rancho Los Cerritos, in the City of Long Beach, County of Los Angeles, State of California, described as follows:

Beginning at a point in the Northwesterly line of Channel No. 2 of Long Beach Harbor, distant Southwesterly One Hundred Seventy-Five (175) feet from the most Northerly corner of said Channel; thence North 29°07’26” East Five Hundred Forty-Three and Twenty Hundredths (543.20) feet to a point in the Southwesterly line of Parcel “A” as described in Deed to the Pacific Electric Railway Company, recorded in Book 5150, Page 47 of Deeds, Records of said County; thence along said Southwesterly line South 71°48’ East Two Hundred Ninety-Two and Four Hundredths (292.04) feet; thence South 18°12’ West Fifty (50) feet; thence South 25°17’32” East Two Hundred Sixty-Eight and Eighty Hundredths (268.80) feet to the Northwesterly line of the land described in the Deed to the Star Drilling Machine Company, recorded in Book 6859, Page 336, of said Deed Records; thence along said Northwesterly line South 64°42’28” West Four Hundred Forty-Four and Twenty-Five Hundredths (444.25) feet to the Northeasterly end of said Channel No. 2; thence North 25°17’32” West One Hundred Ninety (190) feet to the most Northerly corner of said Channel; thence South 64°42’28” West One Hundred Seventy-Five (175) feet to the Point of Beginning.

Except therefrom all interest in the fee in said land lying below a depth of 200 feet from the surface thereof including, but not limited to, all oil, gas and other mineral rights as well as the rights to drill for, explore and produce the same; but without, however, the right to use the upper 200 feet of said land for these said purposes, as provided on deeds recorded September 30, 1987, as Instrument Nos. 87-1569708 and 87-1569709, both of Official Records.

Parcel III:

That portion of Rancho Los Cerritos, in the City of Long Beach, County of Los Angeles, State of California, described as follows:

Beginning at a point in the Northwesterly line of Channel No. 2 of Long Beach Harbor, distant Southwesterly Five Hundred (500) feet from the most Northerly corner of said Channel; thence North 13°12’28” East Six Hundred Seventy-Seven and Ten Hundredths (677.10) feet to the Southerly line of Parcel “E” as described in Deed to the Pacific Electric Railway Company, recorded in Book 5150, Page 47 of Deeds, Records of said County; thence Easterly along said Southerly line, same being a curve concave to the South, having a radius of Five Hundred Fifty-Three and Fourteen Hundredths (553.14) feet, a distance of Three Hundred Six and Sixteen Hundredths (306.16) feet to a point in the South Westerly line of Parcel “A” of said Deed to the Pacific Electric Railway Company; thence along the Southwesterly line of said Parcel “A”, South 71°48’ East One Hundred Six and Eighty-Eight Hundredths (106.88) feet; thence South 29°97’26” West Five Hundred Forty-Three and Twenty-Nine Hundredths (543.29) feet to a point on the Northwesterly line of said Channel No. 2; thence along said Northwesterly line South 64°42’28” West Three Hundred Twenty-Five (325.00) feet to the Point of Beginning.

Except therefrom all interest in the fee in said land lying below a depth of 200 feet from the surface thereof including, but not limited to, all oil, gas and other mineral rights as well as the rights to drill for, explore and produce the same; but without, however, the right to use the upper 200 feet of said land for these said purposes, as provided on deeds recorded September 30, 1987, as Instrument Nos. 87-1569708 and 87-1569709, both of Official Records.

Assessor’s Parcel Number: 7436-008-001 and 7436-009-900

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

Legal Description of Terminal 3

All that certain real property situated in the County of Los Angeles, State of California, described as follows:

Parcel I:

That portion of the Rancho Los Cerritos, in the City of Long Beach, County of Los Angeles, State of California, described as follows:

Beginning at a point in the Southeasterly line of a road or street, commonly known as “Seventh Street South”, a distant South 25°17’32” East 70 feet from a point in the center line of Parcel “F”, as described in the Deed to the Pacific Electric Railway Company, recorded in Book 5150, Page 47 of Deeds, Records of said County, which bears South 64°42’28” West 983.28 feet from the intersection of the Northeasterly prolongation of the center line of said Parcel “F” with the West line of Pico Avenue (formerly Water Street); thence South 25°17’32” East 521.90 feet to the North Westerly line of Channel No. 3 of Long Beach Harbor; thence along said North Westerly line South 64°42’28” West 1000 feet; thence North 8°15’28” East 626.23 feet to the Southeasterly line of said “Seventh Street South”; thence along said Southeasterly line North 64°42’28” East 653.91 feet to the Point of Beginning.

Excepting therefrom all interest in the fee in said land lying below a depth of 200 feet from the surface thereof including, but not limited to, all oil, gas and other mineral rights as well as the rights to drill for, explore and produce the same, but without, however, the right to use the upper 200 feet of said land for these said purposes as reserved by Atlantic Richfield Company, Delaware Corporation by the Corporation Quitclaim Deed recorded September 30, 1987 as Instrument No. 87-1569709, Official Records.

Parcel II:

That portion of the Rancho Los Cerritos, in the City of Long Beach, County of Los Angeles, State of California, described as follows:

Beginning at the Northwesterly corner of the land described in the Deed to the Fidelity and Deposit Company of Maryland, recorded in Book 2756, Page 299, Official Records, of said County, being a point in the Southeasterly line of a road or street commonly known as “7th Street South” distant South 25°17’32” East 70 feet form a point in the center line of Parcel “F” as described in the Deed to the Pacific Electric Railway Company, recorded in Book 5150, Page 47 of Deeds, Records of said County, which bears South 64°42’28” West 1637.19 feet from the intersection of the Northeasterly prolongation of the center line of Parcel “F” with the Westerly line of Pico Avenue (formerly Water Street); thence along the Southeasterly line of said “7th Street South” South 64°42’28” West 110.73 feet to a point distant North 64°42’28” East 421.46 feet from the North East corner of the East parcel of land, lying Southeasterly of said Parcel “F”, as conveyed to L.V. Draper, by Deed recorded in Book 6236, Page 303 of said Deed Records; thence Southwesterly in a direct line to a point in the Northwesterly line of Channel No. 3 of Long Beach Harbor, distant North 64°42’28” East 538.67 feet from the Southeast corner of said parcel of land so conveyed to said L.V. Draper; thence along the Northwesterly line of said Channel No. 3, North 64°42’28” East 169.33 feet to the Southwesterly corner of the land so described in said Deed to the Fidelity and Deposit Company of Maryland; thence along the Northwesterly line of the land so described, North 8°15’28” East 626.23 feet to the Point of Beginning.

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

Excepting therefrom all interest in the fee in said land lying below a depth of 200 feet from the surface thereof including, but not limited to, all oil, gas and other mineral rights as well as the rights to drill for, explore and produce the same, but without, however, the right to use the upper 200 feet of said land for these said purposes as reserved by Atlantic Richfield Company, Delaware Corporation by the Corporation Quitclaim Deed recorded September 30, 1987 as Instrument No. 87-1569709, Official Records.

Assessor’s Parcel Number: 7436-013-002

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

SCHEDULE 2

TO

ASSIGNMENT AND ASSUMPTION

OF CONTRACTS

LIST OF CONTRACTS

Exhibit A –

Terminal 2 and 3 Ground Lease Rights Agreement

EXHIBIT D

List of Cross Defaulted Agreements

SPACE ABOVE THIS LINE FOR RECORDER’S USE

APN: 7436-008-001 and 7436-009-900; 7436-013-002

RIGHT OF ENTRY AGREEMENT

FOR ASSESSMENT, REMEDIATION AND CLOSURE ACTIVITIES

TERMINAL 2 and TERMINAL 3

CITY OF LONG BEACH, COUNTY OF LOS ANGELES, CALIFORNIA

This Right of Entry Agreement (“Agreement”) is made and entered into between Tesoro Refining & Marketing Company LLC (“TRMC”), a Delaware limited liability company, and Tesoro Logistics Operations LLC (“TLO”), a Delaware limited liability company, regarding the property described in Exhibit A (the “Property”), effective as of the date of execution below.

TLO desires to access the Property and TRMC hereby grants TLO (and its consultants, agents, contractors, subcontractors, and employees) access to the Property, to conduct activities at, on, and about the Property as required by the California Department of Toxic Substances Control, California Regional Water Quality Control Board, local Certified Unified Program Agency, or any other applicable regulatory agency (“Agency”) in connection with remedial activities at the Property (“Activities”), including but not limited to: (i) the excavation, trenching, stockpiling, storage, treatment, and backfilling of soil; (ii) the treatment or removal of soil vapor, groundwater, or surface water; (iii) the removal or closure of tanks, containment trenches and associated piping; (iv) the installation, monitoring, maintenance, storage, operation and closure of borings, wells, fixtures, installations, and equipment (e.g., injection wells, monitoring wells, extraction wells, treatment systems); (v) storage of vehicles, portable containers and/or tanks and equipment on the Property; and (vi) any other activities necessary to remediate the Property.

Exhibit B –

Terminal 2 and 3 Ground Lease Rights Agreement

On                     , before me,                     , a Notary Public in and for said state, personally appeared [            ], [            ] of Tesoro Refining & Marketing Company LLC, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of              that the foregoing paragraph is true and correct.

On                     , before me,                     , a Notary Public in and for said state, personally appeared [            ], [            ] of Tesoro Logistics Operations LLC, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of              that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Exhibit B –

Terminal 2 and 3 Ground Lease Rights Agreement

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

TERMINAL 2:

All that certain real property situated in the County of Los Angeles, State of California, described as follows:

Parcel I:

That portion of the Rancho Los Cerritos, in the City of Long Beach, County of Los Angeles, State of California, described as follows:

Beginning at a point in the Northwesterly line of Channel No. 2 of Long Beach Harbor, distant thereon Five Hundred (500) feet Southwesterly from the most Northerly corner of said Channel; thence South 64°42’28” West on said Northwesterly line of Channel No. 2, Three Hundred (300) feet; thence North 13°12’28” East Six Hundred Ninety-One and Ninety-Eight Hundredths (691.98) feet, more or less, to a point in the Southeasterly line of Parcel “E”, as described in Deed to the Pacific Electric Railway Company, recorded in Book 5150, Page 47 of Deeds, Records of said County; thence along said Southeasterly line North 64°42’28” East One Hundred Seventy-Seven and Eighty-Four Hundredths (177.84) feet, more or less, to the beginning of a curve concave to the South East having a radius of Five Hundred Fifty-Three and Fourteen hundredths (553.14) feet, the chord of said curve having a bearing of North 70°35’51” East and a length of One Hundred Thirteen and Fifty-Two Hundredths (113.52) feet; thence Northeasterly along said Southeasterly line of Parcel “E” and along said curve One Hundred Thirteen and Seventy-Two Hundredths (113.72) feet; thence South 13°12’28” West Six Hundred Seventy-Seven and Ten Hundredths (677.10) feet to the Point of Beginning.

Except therefrom all interest in the fee in said land lying below a depth of 200 feet from the surface thereof including, but not limited to, all oil, gas and other mineral rights as well as the rights to drill for, explore and produce the same; but without, however, the right to use the upper 200 feet of said land for these said purposes, as provided on deeds recorded September 30, 1987, as Instrument Nos. 87- 1569708 and 87-1569709, both of Official Records.

Parcel II:

That portion of Rancho Los Cerritos, in the City of Long Beach, County of Los Angeles, State of California, described as follows:

Beginning at a point in the Northwesterly line of Channel No. 2 of Long Beach Harbor, distant Southwesterly One Hundred Seventy-Five (175) feet from the most Northerly corner of said Channel; thence North 29°07’26” East Five Hundred Forty-Three and Twenty Hundredths (543.20) feet to a point in the Southwesterly line of Parcel “A” as described in Deed to the Pacific Electric Railway Company, recorded in Book 5150, Page 47 of Deeds, Records of said County; thence along said Southwesterly line South 71°48’ East Two Hundred Ninety-Two and Four Hundredths (292.04) feet; thence South 18°12’ West Fifty (50) feet; thence South 25°17’32” East Two Hundred Sixty-Eight and Eighty Hundredths (268.80) feet to the Northwesterly line of the land described in the Deed to the Star Drilling Machine Company, recorded in Book 6859, Page 336, of said Deed Records; thence along said Northwesterly line South 64°42’28” West Four Hundred Forty-Four and Twenty-Five Hundredths (444.25) feet to the Northeasterly end of said Channel No. 2; thence North 25°17’32” West One Hundred Ninety (190) feet to the most Northerly corner of said Channel; thence South 64°42’28” West One Hundred Seventy-Five (175) feet to the Point of Beginning.

Exhibit B –

Terminal 2 and 3 Ground Lease Rights Agreement

Except therefrom all interest in the fee in said land lying below a depth of 200 feet from the surface thereof including, but not limited to, all oil, gas and other mineral rights as well as the rights to drill for, explore and produce the same; but without, however, the right to use the upper 200 feet of said land for these said purposes, as provided on deeds recorded September 30, 1987, as Instrument Nos. 87- 1569708 and 87-1569709, both of Official Records.

Parcel III:

That portion of Rancho Los Cerritos, in the City of Long Beach, County of Los Angeles, State of California, described as follows:

Beginning at a point in the Northwesterly line of Channel No. 2 of Long Beach Harbor, distant Southwesterly Five Hundred (500) feet from the most Northerly corner of said Channel; thence North 13°12’28” East Six Hundred Seventy-Seven and Ten Hundredths (677.10) feet to the Southerly line of Parcel “E” as described in Deed to the Pacific Electric Railway Company, recorded in Book 5150, Page 47 of Deeds, Records of said County; thence Easterly along said Southerly line, same being a curve concave to the South, having a radius of Five Hundred Fifty-Three and Fourteen Hundredths (553.14) feet, a distance of Three Hundred Six and Sixteen Hundredths (306.16) feet to a point in the South Westerly line of Parcel “A” of said Deed to the Pacific Electric Railway Company; thence along the Southwesterly line of said Parcel “A”, South 71°48’ East One Hundred Six and Eighty-Eight Hundredths (106.88) feet; thence South 29°97’26” West Five Hundred Forty-Three and Twenty-Nine Hundredths (543.29) feet to a point on the Northwesterly line of said Channel No. 2; thence along said Northwesterly line South 64°42’28” West Three Hundred Twenty-Five (325.00) feet to the Point of Beginning.

Except therefrom all interest in the fee in said land lying below a depth of 200 feet from the surface thereof including, but not limited to, all oil, gas and other mineral rights as well as the rights to drill for, explore and produce the same; but without, however, the right to use the upper 200 feet of said land for these said purposes, as provided on deeds recorded September 30, 1987, as Instrument Nos. 87- 1569708 and 87-1569709, both of Official Records.

Parcel IV:

A portion of the following described land which is included within the leased premises as set out in the Unrecorded Lease executed by City of Long Beach, as lessor, and Tesoro Refining & Marketing Company LLC, as lessee:

Parcel 1:

That portion of the Rancho Los Cerritos, in the City of Long Beach, County of Los Angeles, State of California, described as follows:

Beginning at the intersection of the Southwesterly line of Parcel “A” as described in the Deed to the Pacific Electric Railway Company, recorded in Book 5150, Page 47 of Deeds, Records of said County, with the Northwesterly line of Parcel “E” as described in said Deed; thence Southwesterly along said Northwesterly line of Parcel “E”, the same being a curve concave to the Southeast having a radius of 593.14 feet a distance of 231.17 feet; the chord of said curve having a bearing of South 75°52’24” West and a length of 229.72 feet; thence along said Northwesterly line of said Parcel “E” South 64°42’28” West 1517.16 feet to the most Westerly corner of said Parcel “E”; thence along the Southwesterly line of said Parcel, South 25°17’32” East 40 feet to the most Southerly corner of said Parcel “E”; thence along the Southeasterly line of said Parcel, North 64°42’28” East 1339.32 feet to the Northwest corner of the tract of land conveyed to Rio Grande Oil Company by Deed recorded in Book 7383, Page 268, Official Records; thence South 13°12’28” West 691.98 feet, more or less, to a point in the Northwesterly line of Channel No. 2 of Long Beach Harbor distant South 64°42’38” West 800 feet from the most Northerly corner of said Channel No. 2; thence along said Northwesterly line of Channel No. 2 South 64°42’28” West 1391.67 feet; thence North 13°12’28” East 1928.78 feet to a point in the Southwesterly line of said Parcel “A” above mentioned; thence along said Southwesterly line South 71°48’ East 1412.87 feet to the Point of Beginning.

Exhibit B –

Terminal 2 and 3 Ground Lease Rights Agreement

Parcel 2:

A strip of land 40 feet in width, in the City of Long Beach, County of Los Angeles, State of California, the center line of which is described as follows, to wit: Beginning at a point which is North 18°16’30” East 20 feet from a point in the Southerly line of that certain strip of land 200 feet in width described as Parcel “A’ in the Deed from Los Angeles Dock & Terminal Company, a Corporation, to Pacific Electric Railway Company, a Corporation, recorded in Book 5150, Page 47 of Deeds, which is distant Northwesterly along said Southerly line, 1102.41 feet from the most Southerly corner of said Parcel “A”; thence from said Point of Beginning Westerly along a 10° railway curve concave to the South 434.67 feet to the end of said curve; thence South 64°48’30” West 1517.16 feet to a point. Excepting from the strip of land 40 feet in width above described, any portion thereof included within the lines of said Parcel “A”.

Assessor’s Parcel Number: 7436-008-001 and 7436-009-900

TERMINAL 3 :

All that certain real property situated in the County of Los Angeles, State of California, described as follows:

Parcel I:

That portion of the Rancho Los Cerritos, in the City of Long Beach, County of Los Angeles, State of California, described as follows:

Beginning at a point in the Southeasterly line of a road or street, commonly known as “Seventh Street South”, a distant South 25°17’32” East 70 feet from a point in the center line of Parcel “F”, as described in the Deed to the Pacific Electric Railway Company, recorded in Book 5150, Page 47 of Deeds, Records of said County, which bears South 64°42’28” West 983.28 feet from the intersection of the Northeasterly prolongation of the center line of said Parcel “F” with the West line of Pico Avenue (formerly Water Street); thence South 25°17’32” East 521.90 feet to the North Westerly line of Channel No. 3 of Long Beach Harbor; thence along said North Westerly line South 64°42’28” West 1000 feet; thence North 8°15’28” East 626.23 feet to the Southeasterly line of said “Seventh Street South”; thence along said Southeasterly line North 64°42’28” East 653.91 feet to the Point of Beginning.

Excepting therefrom all interest in the fee in said land lying below a depth of 200 feet from the surface thereof including, but not limited to, all oil, gas and other mineral rights as well as the rights to drill for, explore and produce the same, but without, however, the right to use the upper 200 feet of said land for these said purposes as reserved by Atlantic Richfield Company, Delaware Corporation by the Corporation Quitclaim Deed recorded September 30, 1987 as Instrument No. 87- 1569709, Official Records.

Exhibit B –

Terminal 2 and 3 Ground Lease Rights Agreement

Parcel II:

That portion of the Rancho Los Cerritos, in the City of Long Beach, County of Los Angeles, State of California, described as follows:

Beginning at the Northwesterly corner of the land described in the Deed to the Fidelity and Deposit Company of Maryland, recorded in Book 2756, Page 299, Official Records, of said County, being a point in the Southeasterly line of a road or street commonly known as “7th Street South” distant South 25°17’32” East 70 feet form a point in the center line of Parcel “F” as described in the Deed to the Pacific Electric Railway Company, recorded in Book 5150, Page 47 of Deeds, Records of said County, which bears South 64°42’28” West 1637.19 feet from the intersection of the Northeasterly prolongation of the center line of Parcel “F” with the Westerly line of Pico Avenue (formerly Water Street); thence along the Southeasterly line of said “7th Street South” South 64°42’28” West 110.73 feet to a point distant North 64°42’28” East 421.46 feet from the North East corner of the East parcel of land, lying Southeasterly of said Parcel “F”, as conveyed to L.V. Draper, by Deed recorded in Book 6236, Page 303 of said Deed Records; thence Southwesterly in a direct line to a point in the Northwesterly line of Channel No. 3 of Long Beach Harbor, distant North 64°42’28” East 538.67 feet from the Southeast corner of said parcel of land so conveyed to said L.V. Draper; thence along the Northwesterly line of said Channel No. 3, North 64°42’28” East 169.33 feet to the Southwesterly corner of the land so described in said Deed to the Fidelity and Deposit Company of Maryland; thence along the Northwesterly line of the land so described, North 8°15’28” East 626.23 feet to the Point of Beginning. Excepting therefrom all interest in the fee in said land lying below a depth of 200 feet from the surface thereof including, but not limited to, all oil, gas and other mineral rights as well as the rights to drill for, explore and produce the same, but without, however, the right to use the upper 200 feet of said land for these said purposes as reserved by Atlantic Richfield Company, Delaware Corporation by the Corporation Quitclaim Deed recorded September 30, 1987 as Instrument No. 87- 1569709, Official Records.

Assessor’s Parcel Number: 7436-013-002

Exhibit B –

Terminal 2 and 3 Ground Lease Rights Agreement

Exhibit 10.8

TERMINALS 2 AND 3

OPERATING AGREEMENT

This TERMINALS 2 AND 3 OPERATING AGREEMENT (the “ Agreement ”) is dated as of December 6, 2013 (the “ Execution Date ”), by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (“ Operator ”), and for purposes of Section 14 only, Tesoro Logistics GP, LLC, a Delaware limited liability company (“ General Partner ) and Tesoro Logistics LP, a Delaware limited partnership (“ Partnership ”), on the one hand, and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“ TRMC ”), on the other hand.

RECITALS

WHEREAS , (a) TRMC owns Berth 76 and one-half of Berth 77; (b) pursuant to that certain Lease dated February 17, 1995, between TRMC and the City of Long Beach, a municipal corporation, acting by and through its Board of Harbor Commissioners (as such lease may be amended, restated, modified, supplemented or renewed from time to time, the “ Terminal 2 Lease ”), TRMC leases the remaining one-half of Berth 77 and Berth 78 and the dock related thereto; and (c) TRMC owns various fixtures and improvements including piping, loading arms, Ancillary Facilities (as defined below) and sheds required to move Product (as defined below) from the Berths (as defined below) and dock to the interconnection with the first pipeline or storage facility (the assets referenced in clauses (a), (b) and (c) collectively, “ Terminal 2 ”) located in the Port of Long Beach (“ POLB ”) in the City of Long Beach, California (the “ City ”);

WHEREAS , subject to various permits, licenses and easements, TRMC owns (a) certain improvements at Terminal 2 for receiving and shipping Products between Marine Vessels (as defined below), TRMC’s refinery in Carson, California, and other third-party refineries, pipelines, and terminals, (b) two tank farms, and (c) pursuant to the Terminal 2 Lease, TRMC has a leasehold interest in one tank farm, with the three tank farms having an aggregate shell capacity of approximately 1,600,000 barrels (the “ Terminal 2 Facility ”);

WHEREAS , TRMC also owns two tank farms with an aggregate shell capacity of approximately 319,000 barrels for storage of Products across the channel from Terminal 2 (“ Terminal 3 ”) located at the POLB in the City (the “ Terminal 3 Facility ”, and together with the Terminal 2 Facility, the “ Facilities ”);

WHEREAS , the Terminal 2 Lease, including the rights, obligations and other restrictions set forth therein, and the leasehold interests in Terminal 2 are expected to be subleased (the “ Sublease ”) by TRMC to Operator, upon receipt of the POLB’s consent;

WHEREAS , the operation of the leasehold interests by Operator, as sub-lessee under the Terminal 2 Lease will require a Certificate of Financial Responsibility (“ COFR ”) issued by the California Department of Fish and Game (“ CDFG ”) in favor of Operator;

WHEREAS , upon receipt of approval from the POLB of the Sublease of the Terminal 2 Lease, the Facilities are to be formally subleased to Operator;

WHEREAS , on the date hereof, but effective as of the date of the Sublease with respect to the Facilities, Operator and TRMC have entered into that certain Amended and Restated Berth Access, Use and Throughput Agreement, where, among other things, TRMC will have continued access to and use of the Marine Terminals (as defined below) in order to enable TRMC to ship, receive and deliver Products to and from Marine Vessels and terminals and pipelines over the Term and pursuant to the terms and conditions thereunder (as such agreement may be amended, restated, modified or supplemented from time to time, the “ BAUTA ”);

WHEREAS , on the date hereof, but effective as of the date of the Sublease, Operator and TRMC have entered into that certain Long Beach Storage Services Agreement (as such agreement may be amended, restated, modified or supplemented from time to time, the “ Storage Services Agreement ”), where, among other things, Operator shall store all Products tendered by TRMC at the Facilities over the Term pursuant to the terms and conditions thereunder;

WHEREAS , in conjunction with the BAUTA, the Long Beach Berth Throughput Agreement (as defined below) and the Storage Services Agreement, during the period commencing on the Execution Date and continuing until the Termination Date, TRMC desires that Operator provide services relating to the operation, management and maintenance of Terminal 2 and the Facilities on TRMC’s behalf (the “ Marine Terminals ”);

WHEREAS , Operator is willing to provide services relating to the operation, management and maintenance of the Marine Terminals on TRMC’s behalf; and

WHEREAS , Operator and TRMC desire to enter into this Agreement to memorialize the foregoing and the terms of their commercial relationship regarding the Marine Terminals.

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

SECTION 1 DEFINITIONS

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.

“ Ancillary Facilities ” means all wharves, personnel, spill response equipment, emergency response equipment, fire pumps, fire extinguishers, fire monitors, Self-Contained Breathing Apparatus (SCBA), toxic gas monitoring equipment, winches, loading arms, hoses, drains, pipes, valves, manifolds, pumps, meters, and all other related equipment and facilities that support the infrastructure required to deliver TRMC’s Product between a Marine Vessel and pipelines, storage tanks or terminals, but in all cases excluding storage tanks.

“ 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.

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

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

“ Berth 84/86 Lease ” means that certain Long Beach Harbor Department Lease Document HD-2114, as such lease may be amended, restated, modified, supplemented or renewed from time to time.

“ Berth 121 Operating Agreement ” means that certain Berth 121 Operating Agreement dated as of the date hereof among TRMC, General Partner, Partnership, Operator and Carson Cogen, as such agreement may be amended, restated, modified or supplemented from time to time.

“ Berths ” means Berth 76, Berth 77 and Berth 78 at the POLB and “ Berth ” means any one of them.

“ 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.

“ Carrier ” means a third-party agent or contractor hired by Operator or TRMC, which is in the business of transporting Products via Marine Vessel.

“ Carson Assets Indemnity Agreement ” has the meaning set forth in Section 19(b) .

“ Carson Cogen ” means Carson Cogeneration Company, a Delaware corporation.

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

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

“ Claims ” has the meaning set forth in Section 11(a) .

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

“ 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.

“ Crude Oil ” means crude petroleum, synthetic crude oil, topped crude oil, condensate and all associated blends thereof.

“ Execution Date ” has the meaning set forth in the Preamble.

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

“ Force Majeure ” means any event or circumstances, or any combination of events and/or circumstances, whether foreseeable or not, the occurrence and/or effects of which is beyond the reasonable control of the Party claiming suspension and which by the exercise of due diligence such Party could not avoid or overcome, including:

(i) strikes, picketing, lockouts or other industrial disputes or disturbances;

(ii) acts of the public enemy or of belligerents, hostilities or other disorders, wars (declared or undeclared), blockades, thefts, insurrections, acts of terrorism, riots, civil disturbances or sabotage;

(iii) acts of God, acts of nature, landslides, subsidence, severe lightning, earthquakes, volcanic eruptions, fires, tornadoes, hurricanes, storms, floods, washouts, freezing of machinery, equipment or lines of pipe, tidal waves, perils of the sea and other adverse weather conditions;

(iv) arrests and restraints or other interference or restrictions imposed by federal, state or local government whether legal or de facto or purporting to act under some constitution, decree, law or otherwise, necessity for compliance with any court order, or any law, statute, ordinance, regulation, or order promulgated by a federal, state, or local governmental authority having or asserting jurisdiction, embargoes or export or import restrictions, expropriation, requisition, confiscation or nationalization; and

(v) epidemics or quarantine, explosions, breakage or accidents to equipment, machinery, plants, facilities or lines of pipe, or electric power, natural gas, or water shortages.

A Party’s inability economically to perform its obligations hereunder does not constitute an event of Force Majeure.

“ General Partner ” has the meaning set forth in the Preamble.

“ Governmental Authority ” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body, port authority or other 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.

“ Long Beach Berth Throughput Agreement ” means that certain Long Beach Berth Throughput Agreement dated as of the date hereof among Carson Cogen, TRMC, General Partner, Partnership and Operator, as such agreement may be amended, restated, modified or supplemented from time to time.

“ Long Beach Operating Agreement ” means that certain Long Beach Operating Agreement dated September 14, 2012, by and among TRMC, Operator, General Partner and Partnership, as such agreement may be amended, restated, modified or supplemented from time to time.

“Long Beach Pipeline Throughput Agreement ” means that certain Long Beach Pipeline Throughput Agreement dated as of the date hereof by and among TRMC, Operator, General Partner and the Partnership, as such agreement may be amended, restated, modified or supplemented from time to time.

“ Marine Terminals ” has the meaning set forth in the Recitals.

“ Marine Vessel ” means any ocean tanker, ocean barge, river barge or other vessel.

“ Month ” means the period commencing on the Execution Date and ending on the last day of that calendar month and each successive calendar month thereafter.

“ MOTEMS ” has the meaning set forth in Section 5(a)(ii)(2) .

“ Omnibus Agreement ” means that certain Second Amended and Restated Omnibus Agreement dated as November 15, 2012, by and among Tesoro Companies, Inc., TRMC, Tesoro Alaska Company, General Partner, Tesoro High Plains Pipeline Company LLC, Partnership and Operator, as such agreement may be amended, restated, modified or supplemented from time to time.

“ Operational Services Agreement ” means that certain Amended and Restated Operational Services Agreement dated as of April 1, 2012 by and among Tesoro Corporation, Tesoro Companies, Inc., TRMC, Tesoro Alaska Company, General Partner, Partnership and Operator, as such agreement may be amended, restated, modified or supplemented from time to time.

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

“ Operator Group ” has the meaning set forth in Section 11(b) .

“ Operator Insurance Group ” has the meaning set forth in Section 15(a) .

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

“ Party ” or “ Parties ” means that each of Operator and TRMC 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.

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

“ Pollution Event ” has the meaning set forth in Section 11(c) .

“ Product ” or “ Products ” means Crude Oil and Refined Products.

“Receiving Party Personnel ” has the meaning set forth in Section 18(d) .

“ Refined Products ” means gasoline, gasoline blend component, diesel, distillate, distillate blend components, jet/aviation fuel, fuel oil, cut back resid, cutter stock, gas oil and/or other commodity other than Crude Oil specified in this Agreement or otherwise mutually agreed upon by the Parties.

“ Related Agreements ” means (a) the Terminal 2 Lease, (b) the BAUTA, (c) the Storage Services Agreement, (d) the SoCal Transportation Services Agreement, (e) the Long Beach Operating Agreement, (f) the Long Beach Berth Throughput Agreement, (g) the Berth 121 Operating Agreement and (h) the Long Beach Pipeline Throughput Agreement.

“ SoCal Transportation Services Agreement ” means that certain Transportation Services Agreement dated as of the date hereof by and among TRMC, Operator, General Partner and Partnership, as such agreement may be amended, restated, modified or supplemented from time to time.

“ Storage Services Agreement ” has the meaning set forth in the Recitals.

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

“ Term ” has the meaning set forth in Section 4 .

“ Terminal 2 ” has the meaning set forth in the Recitals.

“ Terminal 2 Facility ” has the meaning set forth in the Recitals.

“ Terminal 2 Lease ” has the meaning set forth in the Recitals.

“ Terminal 3 ” has the meaning set forth in the Recitals.

“ Terminal 3 Facility ” has the meaning set forth in the Recitals.

“ Terminal Service Order ” has the meaning set forth in Section 6(a) .

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

“ Tranche 2 Contribution Agreement ” means that certain Contribution, Conveyance and Assumption Agreement dated as of November 18, 2013 by and among Tesoro Corporation, Carson Cogen, TRMC, General Partner, Partnership and Operator, as such agreement may be amended, restated, modified or supplemented from time to time.

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

“ TRMC Group ” has the meaning set forth in Section 11(a) .

“ TRMC Insurance Group ” means TRMC, its Carriers, contractors, agents and representatives.

SECTION 2 GENERAL UNDERTAKINGS

Subject to the terms and conditions of the Terminal 2 Lease, the terms and conditions herein and all Applicable Law, Operator shall operate, manage and maintain the Marine Terminals on behalf of TRMC during the Term.

SECTION 3 TERMINATION DATE

The “ Termination Date ” will be the effective date of the Sublease.

SECTION 4 TERM

The term of this Agreement shall be for the period commencing on the Execution Date and continuing until the Termination Date (the “ Term ”).

Notwithstanding the foregoing, and in addition to terms and conditions contained in Sections 12 , 13 and 19(h) , the applicable Party may terminate this Agreement if any of the following events occur:

(a) the termination, cancellation or expiration of the Terminal 2 Lease for any reason during the Term, whereupon this Agreement shall terminate immediately upon such event; and

(b) in the event of a rescission with respect to the Marine Terminals pursuant to the Tranche 2 Contribution Agreement.

SECTION 5 OPERATION OF THE MARINE TERMINALS DURING TERM

(i) General Partner, on behalf of Operator, will provide necessary personnel, equipment and other services for the operation, management and maintenance of the Marine Terminals in accordance with the terms of the Terminal 2 Lease, the Storage Services Agreement, the BAUTA (including any Terminal Service Order pursuant thereto), any other third party use agreements, and this Agreement.

(ii) Operator will reimburse TRMC for:

(1) all rentals paid under the Terminal 2 Lease;

(2) any and all repairs and maintenance costs and capital expenditures for the Marine Terminals, including without limitation all state or POLB required Marine Oil Terminal Engineering and Maintenance Standards (“ MOTEMS ”) obligations (other than those scheduled prior to the Execution Date and covered under the Omnibus Agreement), for which Operator may recover TRMC’s proportionate share of such costs and expenditures pursuant to the Long Beach Berth Throughput Agreement, but excluding the Tranche 2 Contribution Agreement items specified in Schedule VI of the Omnibus Agreement;

(3) without duplication of any amounts reimbursed or paid under the other paragraphs of this Agreement, the Omnibus Agreement or the Operational Services Agreement, any and all taxes, fees, charges, insurance premiums, assessments or spill planning and/or response costs (except those costs for oil spill response services provided by the Marine Preservation Association and Marine Spill Response Corporation related to obligations for oil spill prevention response, as provided in Schedule IV of the Omnibus Agreement) and any amounts due for utility services incurred by TRMC as lessee under the Terminal 2 Lease, or as owner of Terminal 2 or the Facilities;

(4) but excluding all pass through fees and costs paid by TRMC to the POLB or third parties relating to the use of the Marine Terminals by TRMC or other third parties and taxes that would otherwise be reimbursed by TRMC or third parties under the Long Beach Berth Throughput Agreement or similar provisions of third party agreements.

(iii) Operator will indemnify TRMC against any other Claims, liabilities or losses that TRMC incurs in its status as lessee under the Terminal 2 Lease or owner of Terminal 2 or the Facilities during the Term, except for pass through fees and costs excluded under Section 5(a)(ii)(4) above.

(iv) Operator will not enter into any other third party contracts for use of Terminal 2 which increase the total dock utilization to greater than forty-five percent (45%) of the total available hours of Terminal 2 without prior consent of TRMC.

(i) As partial compensation for the services provided hereunder, it shall pay Operator the following amounts:

(1) an amount equal to all fees specified in the Long Beach Berth Throughput Agreement for all Crude Oil and Refined Products throughput across the Berths, computed and payable in the same manner set forth in the Long Beach Berth Throughput Agreement, as applicable, but not including those pass through fees and costs that would be paid by TRMC under the Long Beach Berth Throughput Agreement;

(2) an amount equal to all those fees specified in Section 5 and Section 8 of the Storage Services Agreement for storage of all Products owned by TRMC at the Facilities, computed and payable in the same manner set forth in the Storage Services Agreement;

(3) an amount equal to all those fees and capital contributions and cost reimbursements and other amounts received by TRMC from third parties pursuant to existing and future contracts for use of the Berths, but excluding pass through fees and charges that reimburse TRMC for fees paid to the POLB or third parties relating to use of the Berths by such third parties or for taxes paid with respect to such use.

(i) to cooperate in good faith to complete the Sublease and to procure the issuance of the COFR as soon as reasonably practicable, under terms and procedures consistent with the City, the POLB and state requirements;

(ii) to cooperate in good faith to consummate the transfer of the improvements on Terminal 2 and the Facilities concurrently with the Sublease, issuance of the COFR and receipt of consents to all other required assignments; and

(iii) to amend this Agreement, if TRMC, with Operator’s consent, after the Execution Date, enters into any other third party contracts for use of the Marine Terminals, so as to provide Operator with the benefit of any revenues associated with such contracts and allocate to Operator the costs associated with performance of such contracts.

SECTION 6 TERMINAL SERVICE ORDERS; PAYMENT

(a) Description . Operator and TRMC shall enter into one or more terminal service orders for each Marine Terminal and the Facilities substantially in the form attached hereto as Exhibit 1 (each, a “ Terminal Service Order ”). Upon a request by TRMC pursuant to this Agreement or as deemed necessary or appropriate by Operator in connection with the services to be delivered pursuant hereto, Operator shall generate a Terminal Service Order to set forth the specific terms and conditions for providing the applicable services described therein and the applicable fees to be charged for such services. No Terminal Service Order shall be effective until fully executed by both Operator and TRMC.

(b) Included Items . Items available for inclusion in a Terminal Service Order include, but are not limited to, the following:

(i) fees specified in Section 5 and Section 8 of the Storage Services Agreement for storage of all Products owned by TRMC at the Facilities pursuant to Section 5(b)(i)(2) ;

(ii) items related to a Terminal Service Order under the BAUTA pursuant to Section 9 ; and

(iii) any other services as may be agreed.

(c) Monthly Reconciliation. At the end of each Month, TRMC will provide Operator with reasonably detailed information concerning for all fees, costs and expenses for which reimbursements are due hereunder. Within five (5) days thereafter, Operator will calculate the total fees and reimbursements due by either Party to the other Party pursuant to Section 5 above.

(d) Invoices. Operator shall invoice TRMC on a monthly basis and TRMC shall pay all amounts due under this Agreement and any Terminal Service Order no later than ten (10) calendar days after TRMC’s receipt of Operator’s invoices. Any past due payments owed by either Party 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.

(e) Fee Increases . Any fees of a fixed amount set forth in this Agreement and any Terminal Service Order shall be increased on January 1 of each year of the Term, commencing on January 1, 2015, by a percentage equal to the positive change, if any, in the CPI-U (All Urban Consumers) during the first twelve (12) Month period beginning fifteen (15) Months preceding such January 1, as reported by the Bureau of Labor Statistics.

(f) Conflict between Agreement and Terminal Service Order . In case of any conflict between the terms of this Agreement and the terms of any Terminal Service Order, the terms of the applicable Terminal Service Order shall govern.

SECTION 7 STORAGE SERVICES AT THE FACILITIES

All applicable provisions of the Storage Services Agreement shall apply to the Facilities during the Term of this Agreement. The Parties shall enter into Terminal Service Orders with respect to any storage services at the Facilities in the same manner as set forth in Section 6 of the Storage Services Agreement. All references to the Long Beach Berth Throughput Agreement in this Agreement shall not apply to the Facilities. To the extent the terms and provisions of this Agreement conflict with the terms and provisions of the Storage Services Agreement with respect to storage at the Facilities, the terms and provisions of the Storage Services Agreement shall control.

SECTION 8 COMPLIANCE WITH LAW AND GOVERNMENT REGULATIONS

(a) Party Certification . Each Party certifies that none of the Products covered by this Agreement were derived from crude petroleum, petrochemical, or gas which was produced or withdrawn from storage 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) Compliance with Applicable Law . The Parties are entering into this Agreement in reliance upon and shall comply in all material respects 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 each Marine Terminal. Each Party shall be responsible for compliance with all Applicable Law associated with such Party’s respective performance hereunder and the operation of such Party’s facilities. 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.

(c) Material Change in 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, the Long Beach Berth Throughput Agreement or a Terminal Service Order and which has a material adverse economic impact upon a Party, either Party, acting in good faith, shall have the option to request renegotiation of the relevant provisions of this Agreement, the Long Beach Berth Throughput Agreement or a Terminal Service Order with respect to future performance. The Parties shall then meet to negotiate in good faith amendments to this Agreement, the Long Beach Berth Throughput Agreement or an applicable Terminal Service Order that will conform to the new Applicable Law while preserving the Parties’ economic, operational, commercial and competitive arrangements in accordance with the understandings set forth herein.

SECTION 9 PRODUCT SPECIFICATIONS

The provisions of the BAUTA related to (a) rules and procedures for the Berths, (b) operating procedures for the Marine Terminals and (c) Product specifications shall apply during the Term of this Agreement. The Parties shall enter into Terminal Service Orders with respect to any of the foregoing in the same manner as set forth in the BAUTA. To the extent the terms and provisions of this Agreement conflict with the terms and provisions of the BAUTA with respect to the foregoing, the terms and provisions of the BAUTA shall control.

SECTION 10 LIMITATION OF LIABILITY

(a) Waiver of Consequential and Other Damages . IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING FROM THE BREACH, DEFAULT, STRICT LIABILITY, OR THE NEGLIGENT ACTS, ERRORS, OR OMISSIONS OF SUCH PARTY WHILE PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE LONG BEACH BERTH THROUGHPUT AGREEMENT, EXCEPT WITH RESPECT TO INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ACTUALLY AWARDED TO A THIRD PARTY OR ASSESSED BY A GOVERNMENTAL AUTHORITY AND FOR WHICH A PARTY IS PROPERLY ENTITLED TO INDEMNIFICATION FROM THE OTHER PARTY PURSUANT TO THE EXPRESS PROVISIONS OF THIS AGREEMENT

(b) Claims and Liability for Lost Product . Operator shall not be liable to TRMC for lost or damaged Product unless TRMC notifies Operator in writing within ninety (90) days of the report of any incident or the date TRMC learns of any such loss or damage to the Product. Operator’s maximum liability to TRMC for any lost or damaged Product shall be limited to (i) the lesser of (A) the replacement value of the Product at the time of the incident based upon the price as posted by Platts or similar publication for similar Product in the same locality, and if no other similar Product is in the locality, then in the state, or (B) the actual cost paid for the Product by TRMC (copies of TRMC’s invoices of cost paid must be provided), less (ii) the salvage value, if any, of the damaged Product.

(c) Demurrage . Operator assumes no liability for demurrage (whether related to marine movements or otherwise), except if such demurrage is the result of Operator’s negligence or willful misconduct and except as provided in an applicable Terminal Service Order.

(d) No Guarantees or Warranties . Except as expressly provided in this Agreement, neither TRMC nor Operator makes any guarantees or warranties of any kind, expressed or implied. Operator 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.

SECTION 11 INDEMNIFICATION

(a) Duty to Indemnify TRMC Group . Notwithstanding anything to the contrary in this Agreement or any Terminal Service Order and except as set forth in Section 11(c) of this Agreement, Operator SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS TRMC, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively the “ TRMC Group ”) from and against all claims, suits, causes of action, demands, losses, liabilities, damages, costs, expenses, fees (including, but not limited to, reasonable attorney’s fees), and court costs (collectively “ Claims ”), inclusive of Claims made by third parties, arising from or relating to any injury to or death of persons and/or damage, loss, or injury to any property TO THE EXTENT OF THE PERCENTAGE OR PROPORTION OF DETERMINED FAULT ARISING FROM THE BREACH, DEFAULT, STRICT LIABILITY, WILLFUL MISCONDUCT OR THE NEGLIGENT ACTS, ERRORS, OR OMISSIONS OF OPERATOR OR ANY MEMBER OF THE OPERATOR GROUP (AS DEFINED BELOW) WHILE PERFORMING ITS OR THEIR OBLIGATIONS UNDER THIS AGREEMENT AND THE LONG BEACH BERTH THROUGHPUT AGREEMENT.

(b) Duty to Indemnify Operator Group Notwithstanding anything to the contrary in this Agreement or any Terminal Service Order and except as set forth in Section 11(c) of this Agreement, TRMC SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS Operator and Operator’s affiliates, and its and their respective officers, directors, members, managers, employees, agents, successors, and assigns (excluding any member of TRMC Group) (collectively the “ Operator Group ”) from and against all Claims, inclusive of Claims made by third parties, arising from or relating to any injury to or death of persons and/or damage, loss, or injury to any property TO THE EXTENT OF THE PERCENTAGE OR PROPORTION OF DETERMINED FAULT ARISING FROM THE BREACH, DEFAULT, STRICT LIABILITY, OR THE NEGLIGENT ACTS, ERRORS, OR OMISSIONS OF TRMC OR ANY MEMBER OF TRMC GROUP WHILE USING THE BERTHS AND/OR TO THE EXTENT OF THE PERCENTAGE OR PROPORTION OF DETERMINED FAULT ARISING FROM THE BREACH, DEFAULT, STRICT LIABILITY, WILLFUL MISCONDUCT OR THE NEGLIGENT ACTS, ERRORS, OR OMISSIONS OF TRMC OR ANY MEMBER OF THE TRMC GROUP WHILE PERFORMING ITS OR THEIR OBLIGATIONS UNDER THIS AGREEMENT AND THE LONG BEACH BERTH THROUGHPUT AGREEMENT.

(c) Duty to Indemnify for Pollution Events . Notwithstanding anything to the contrary in this Agreement, in the event of any escape, release, discharge, threat of discharge, or disposal of any pollutants or hazardous materials from any member of TRMC Group’s vehicles, Marine Vessels or equipment or otherwise caused by any member of the TRMC Group while in, on, or adjacent to the Berths (each such event a “ Pollution Event ”), Operator shall have the right to commence emergency response and containment or clean-up activities, as deemed appropriate or necessary by Operator or required by any Governmental Authority, and shall notify TRMC, as soon as reasonably possible, of such activities. TRMC SHALL ASSUME ALL RESPONSIBILITY FOR, AND SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OPERATOR GROUP FROM AND AGAINST, ANY AND ALL CLAIMS ARISING FROM OR RELATING TO A POLLUTION EVENT EXCEPT TO THE EXTENT THAT TRMC SHALL SHOW ANY SUCH POLLUTION EVENT IS CAUSED BY THE NEGLIGENCE OF OPERATOR OR ANY MEMBER OF THE OPERATOR GROUP.

(d) Failure to Maintain Required Coverages . In the event that Customer does not maintain, or does not cause the TRMC Insurance Group members to maintain, the insurance coverages required by Section 15(b) of this Agreement, then Customer shall hold harmless and indemnify Operator against all Claims that otherwise would have been insured.

(e) Written Claim . Neither Party shall be obligated to indemnify the other Party or be liable to the other Party unless a written claim for indemnity is delivered to the other Party within ninety (90) days after the date that a Claim is reported or discovered, whichever is earlier.

(f) No Limitation . Except as expressly provided otherwise in this Agreement, the scope of these indemnity provisions may not be altered, restricted, limited, or changed by any other provision of this Agreement. The indemnity obligations of the Parties as set out in this Section 11 are independent of any insurance requirements as set out in Section 15 , and such indemnity obligations shall not be lessened or extinguished by reason of a Party’s failure to obtain the required insurance coverages or by any defenses asserted by a Party’s insurers.

(g) Survival . These indemnity obligations shall survive the termination of this Agreement until all applicable statutes of limitation have run regarding any Claims that could be made with respect to the activities contemplated by this Agreement.

(h) Mutual and Express Acknowledgement . 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.

(i) Third Party Indemnification . If any Party has the rights to indemnification from a third party, the indemnifying party under this Agreement shall have the right of subrogation with respect to any amounts received from such third-party indemnification claim.

SECTION 12 DEFAULT

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

(i) the Party breaches any provision of this Agreement, a Terminal Service Order or any of the Related Agreements (but with respect to the SoCal Transportation Services Agreement, only with respect to the pipelines that transport Product to and from the Marine Terminals), which breach has a material adverse effect on the other Party, and such breach is not excused by Force Majeure or cured within fifteen (15) Business Days after notice thereof (which notice shall describe such breach in reasonable detail) is received by such Party (unless such failure is not commercially reasonably capable of being cured in such fifteen (15) Business Day period in which case such Party shall have commenced remedial action to cure such breach and shall continue to diligently and timely pursue the completion of such remedial action after such notice); or

(ii) the Party (1) 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, (2) makes an assignment or any general arrangement for the benefit of creditors, (3) otherwise becomes bankrupt or insolvent (however evidenced) or (4) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets.

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

(c) Obligation to Cure Breach . If a Party breaches any provision of this Agreement, a Terminal Service Order or a Related Agreement, which breach does not have a material adverse effect on the other Party, the breaching Party shall still have the obligation to cure such breach.

(d) Cumulative Nature of Remedies . The remedies of TRMC provided for in this Agreement shall not be exclusive, but shall be cumulative and shall be in addition to all other remedies at law or in equity.

SECTION 13 FORCE MAJEURE

If a Party is unable to perform or is delayed in performing, in whole or in part, its obligations under this Agreement, other than the obligation to pay funds when due as a result of an event of Force Majeure at the Berths, then that Party shall promptly notify the other Party of the event of Force Majeure with reasonably full particulars and timing of such event. Such Party also shall promptly notify the other Party when the event of Force Majeure terminates or no longer adversely affects its ability to perform under this Agreement. The obligations of the Party giving notice, so far as they are affected by the event of Force Majeure, shall be suspended during, but not longer than, the continuance of the Force Majeure event. The affected Party must act with commercially reasonable diligence to resume performance, but it shall not be required to expend funds to settle strikes, lockouts or other labor difficulty. A Party’s inability economically to perform its obligations hereunder does not constitute an event of Force Majeure. If Operator is excused from providing services due to an event of Force Majeure, other than any fees that are already due and payable hereunder, any other fees incurred by TRMC during the event of Force Majeure shall be excused or proportionately reduced, as appropriate, for so long as Operator’s performance is so excused due to the event of Force Majeure. In the event the Berths or any part thereof is destroyed or damaged to such extent as to make them unusable, then the Parties shall consult, subject to the terms and provisions of the Terminal 2 Lease, whether or not to repair, replace, or rebuild. An event of Force Majeure shall not extend the term of this Agreement. If an event of Force Majeure materially affects either Party’s performance under this Agreement and exists with respect to a Marine Terminal for twelve (12) Months, then either Party shall have the right to terminate this Agreement without further costs or obligation to the other Party.

SECTION 14 ASSIGNMENT

As of the Execution Date, General Partner shall assign all of its rights and obligations under this Agreement to Partnership. Partnership shall immediately assign its rights and obligations hereunder to Operator. Upon such assignment to Operator, Operator shall have all of the respective rights and obligations set forth herein.

Except as otherwise provided in this Section 14 , TRMC shall not transfer, assign, or convey its interests hereunder, in whole or in part, to a third party without the written consent of Operator, which shall not be unreasonably withheld. Operator may assign its interest hereunder without consent from TRMC to any subsidiary or affiliated company. Operator may assign its interest hereunder to any new lessee or sublessee of the Berths with written consent from TRMC in the event Operator assigns or subleases its interest in the Terminal 2 Lease prior to the date of the Sublease. Operator shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for Operator. A Party making a permitted assignment shall notify the other Party in writing at least ten (10) days prior to the effective date of such assignment.

SECTION 15 INSURANCE

(a) Insurance Required by Operator . Notwithstanding the following, Operator shall be required to obtain at least the minimum insurance required by the Berth 84/86 Lease. Operator shall obtain, at its sole cost and expense, shall carry and maintain in full force and effect, and shall cause its Carriers, contractors, agents and representatives (collectively the “ Operator Insurance Group ”) to obtain and maintain, insurance coverages with insurance companies rated not less than A-, IX by A.M. Best or otherwise reasonably satisfactory to TRMC of the following types and amounts:

(i) Workers’ Compensation . Workers’ Compensation Insurance for statutory limits and in accordance with the Laws and Regulations of the state(s) where the work or operations under this Agreement are to be performed, including, without limitation, U.S. Longshore and Harbor Workers Compensation Act as well as the Outer Continental Shelf Lands Act with Volunteer Compensation for marine operations to include transportation, wages, maintenance and cure, and Jones Act Coverage where required;

(ii) Employer’s Liability . Employer’s Liability Insurance (including, where applicable, maritime employer liability coverage and/or coverage for liabilities under the U.S. Longshore and Harbor Workers’ Act and the Jones act), in the following minimum limits:

(iii) Commercial Automobile . Commercial Automobile Liability Insurance covering each vehicle whether owned, non-owned, hired, operated, or used by Operator and/or any member of Operator Insurance Group while in, on or adjacent to the Marine Terminals, with a combined single limit of not less than one million dollars ($1,000,000) for bodily injury and property damage as to any one accident, including an MCS-90 endorsement.

(iv) Commercial General Liability . Commercial General Liability Insurance including coverages for contractual liability, third-party personal injury liability, and sudden and accidental pollution, with limits of not less than one million dollars ($1,000,000) combined single limits each occurrence.

(v) Excess Liability . Excess Liability Insurance in excess of the insurance coverages required at Sections 15(a)(ii) , (iii)  and (iv)  above, with a limit of not less than twenty-five million dollars ($25,000,000) per occurrence.

(b) Required Insurance for Customer’s Marine Carriers . Customer shall cause all marine carriers who will access the Berths on its behalf to maintain insurance coverage as set forth below:

(i) Hull & Machinery . Hull and Machinery Insurance to the greater of the full market value or mortgage value of each vessel and her equipment used in performing services hereunder. Such insurance shall be endorsed to include navigation limits sufficient to cover all work locations and collision and tower’s liability with the Sistership Clause unamended.

(ii) Protection & Indemnity . Protection and Indemnity Insurance provided through any combination of (A) full entry with a Protection and Indemnity Club; and/or (B) policy(ies) with a commercial insurance company(ies) or underwriters syndicate(s) with terms no less broad than those customarily carried by similar marine carriers with a limit of not less than one billion dollars ($1,000,000,000). Such Protection and Indemnity insurance shall include coverage for injury to or death of master, mates, and crew; tower’s liability; excess collision liability; cargo legal liability; pollution liability; and contractual liability.

(iii) Certificate of Financial Responsibility (Water Pollution) . Marine carriers are required to provide to Operator a current and valid Certificate of Financial Responsibility (Water Pollution) for its vessel(s) and as required by a Terminal Service Order prior to arrival at the Berths. Evidence of all required insurance coverages for marine carriers must be received by Operator’s marine scheduler before approval to berth at the Berths will be granted or before authorization to enter Berths area will be given, whichever is earlier.

(c) Certificates of Insurance; Endorsements . Operator shall cause TRMC to be named as an additional insured on all policies of insurance secured by Operator and the members of Operator’s Group in accordance with this Agreement. Operator shall furnish TRMC with certificates of insurance evidencing this coverage. All policies shall be endorsed to provide that no material change or cancellation of the coverage shall occur until TRMC has received thirty (30) days written notice. Operator hereby waives, and shall cause its insurers and those of the Operator Insurance Group to also waive any right of subrogation that they may have against TRMC or the TRMC Group. All insurance coverage required hereunder shall be primary to, and not in excess of or contributory with, any insurance that may be maintained by Operator.

SECTION 16 NOTICE

All notices, requests, demands, and other communications hereunder will be in writing and will be deemed to have been duly given: (a) if by transmission by hand delivery, when delivered; (b) 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; (c) 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 (d) if by e-mail one 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 & Marketing Company LLC

19100 Ridgewood Parkway

San Antonio, Texas 78259

For legal notices:

Attention: Charles A. Cavallo III, Managing Attorney – Commercial

phone: (210) 626-4045

email: Charles.A.Cavallo@tsocorp.com

For all other notices and communications:

Attention: Dennis C. Bak

phone: 310-847-3846

email: Dennis.C.Bak@tsocorp.com

If to Operator, 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

email: Charles.S.Parrish@tsocorp.com

For all other notices and communications:

Attention: Rick D. Weyen, Vice President, Logistics

phone: (210) 626-4379

email: Rick.D.Weyen@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.

SECTION 17 REPORTS AND AUDIT

Each Party and its duly authorized agents and/or representatives shall have reasonable access to the accounting records and other documents maintained by the other Party which relate to this Agreement, and shall have the right to audit such records at any reasonable time or times during the Term and for a period of up to three years after termination of this Agreement. Claims as to shortage in quantity or defects in quality shall be made by written notice within ninety (90) days after the delivery in question or shall be deemed to have been waived.

SECTION 18 CONFIDENTIAL INFORMATION

(a) Confidential Information and Exceptions Thereto . 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 18 . 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 (it being understood, for the avoidance of doubt, that this exception shall not apply to information of Operator that was in the possession of TRMC or any of its affiliates as a result of their ownership or operation of Terminal 2 and Terminal 3 prior to commencement date of the BAUTA);

(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 18 , 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 18(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 Confidential 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 upon termination of this Agreement or destroyed with destruction certified by the receiving Party, 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 18 , 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 provisions of this Section 18 shall survive the termination of this Agreement for two (2) years.

SECTION 19 MISCELLANEOUS

(a) Modification; Waiver . This Agreement may be 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 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) Integration . This Agreement, together with the Terminal Service Orders and the other agreements executed on the date hereof in connection with the transactions contemplated by the Tranche 2 Contribution Agreement, 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. In the event of a conflict of provisions of this Agreement and the Carson Assets Indemnity Agreement dated as of the date hereof by and among the Partnership, the General Partner, TRMC, Operator, and Tesoro Corporation (“ Carson Assets Indemnity Agreement ”), the provisions of the Carson Asset Indemnity Agreement shall prevail with respect to issues related to the contribution of the assets described therein, but not with respect to the ordinary operations of such assets as set forth in this Agreement.

(c) Construction and Interpretation . In interpreting this Agreement, unless the context expressly requires otherwise, all of the following apply to the interpretation of this Agreement:

(i) Preparation of this Agreement has been a joint effort of the Parties and the resulting Agreement against one of the Parties as the drafting Party.

(ii) Plural and singular words each include the other.

(iii) Masculine, feminine and neutral genders each include the others.

(iv) The word “or” is not exclusive and includes “and/or”.

(v) The words “includes” and “including” are not limiting.

(vi) References to the Parties include their respective successors and permitted assignees.

(vii) The headings in this Agreement are included for convenience and do not affect the construction or interpretation of any provision of, or the rights or obligations of a Party under, this Agreement.

(d) 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; provided that any issues or claims arising out of the terms and conditions of the Terminal 2 Lease, or rules and regulations of the POLB and the City will be governed by the laws of the State of California. 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; provided that this limitation shall not prevent a party from joining the other party in an action in another forum involving the POLB and/or the City. 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.

(e) 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.

(f) 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.

(g) Independent Contractor . Operator’s relationship to TRMC hereunder shall be that of an independent contractor. Nothing in this Agreement shall be construed to make Operator or any of its employees, an agent, associate, joint venturer or partner of TRMC.

(h) No Public Use . Operator’s services hereunder shall not be deemed those of a public utility or common carrier. If any action is taken or threatened to declare these services a public use, then, upon notifying TRMC, Operator may (i) restructure and restate this Agreement, provided that such restructuring and restatement does not increase the charges that TRMC is obligated to pay or prevent TRMC from meeting its minimum throughput volume obligations under the Long Beach Berth Throughput Agreement, or (ii) terminate this Agreement upon thirty (30) days’ prior written notice.

(i) No Bonded Services . Operator is not providing a U.S. Customs bonded warehouse service.

(j) No Third Party Beneficiaries . Except as expressly set forth herein, including as set forth in Sections 10 and 11 , 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.

(k) 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.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF , the Parties hereto have duly executed this Agreement as of the Execution Date.

Signature Page to

Terminals 2 and 3 Operating Agreement

EXHIBIT 1

FORM OF TERMINAL SERVICE ORDER

([TERMINAL NAME] [    ]-             , 20        )

This Terminal Service Order is entered as of             , 2013, by and between Tesoro Refining & Marketing Company LLC, a Delaware limited liability company, and Tesoro Logistics Operations LLC, a Delaware limited liability company, pursuant to and in accordance with the terms of the Terminals 2 and 3 Operating Agreement dated as of             , 2013, by and among such parties and Tesoro Logistics GP, LLC, a Delaware limited liability company, and Tesoro Logistics LP, a Delaware limited partnership (the “ Agreement ”).

Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.

Pursuant to Section 6(b) of the Agreement, the parties hereto agree to the following provisions:

[Insert applicable provisions:

(i) fees specified in Section 5 and Section 8 of the Storage Services Agreement for storage of all Products owned by TRMC at the Facilities pursuant to Section 5(b)(i)(2) ;

(ii) items related to a Terminal Service Order under the BAUTA pursuant to Section 9 ; and

(iii) any other services as may be agreed.]

Except as set forth in this Terminal Service Order, the other terms of the Agreement shall continue in full force and effect and shall apply to the terms of this Terminal Service Order.

[Signature Page Follows]

Exhibit 1 –

Terminals 2 and 3 Operating Agreement

Exhibit 10.9

AMENDED AND RESTATED LONG BEACH

BERTH ACCESS, USE AND THROUGHPUT AGREEMENT

This AMENDED AND RESTATED LONG BEACH BERTH ACCESS, USE AND THROUGHPUT AGREEMENT (the “ Agreement ”) is executed as of December 6, 2013 (the “ Execution Date ”), and dated effective as of the first Commencement Date to occur (the “ Effective Date ”), by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (“ Operator ”), and for purposes of Section 22(a) only, Tesoro Logistics GP, LLC, a Delaware limited liability company (“ General Partner ”) and Tesoro Logistics LP, a Delaware limited partnership (“ Partnership ”), on the one hand, and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“ Customer ”), on the other hand.

RECITALS

WHEREAS, pursuant to the Berth 84/86 Lease (as defined below), Customer has leasehold interests in (a) a Marine Vessel (as defined below) berth located at the Port of Long Beach (“ POLB ”) in the City of Long Beach (the “ City ”) identified as Berth 84A (“ Berth 84 ”), (b) a Marine Vessel berth located in the POLB identified as Berth 86 (“ Berth 86 ”), (c) the dock related to such berths and (d) various fixtures and improvements located in, on and around such dock, including Ancillary Facilities (as defined below) and sheds (together with such dock, the “ Berth 84/86 Wharf ”);

WHEREAS , subject to various permits, licenses and easements, Customer owns six (6) staging tanks at the Berth 84/86 Wharf with an aggregate shell capacity of approximately 235,000 Barrels (as defined below) for the storage of intermediate and refined petroleum products, along with related hydrocarbon transfer pumps, piping, sheds and equipment (including electrical switching and communications facilities and equipment) for such staging tanks (collectively, the “ Staging Facility ,” and together with the Berth 84/86 Wharf, the “ Long Beach Terminal ”)

WHEREAS , pursuant to the Berth 121 Lease (as defined below), Carson Cogeneration Company, a Delaware corporation and wholly-owned subsidiary of Customer (“ Carson Cogen ”) , has leasehold interests in (a) a Marine Vessel berth located in the POLB identified as Berth 121 (“ Berth 121 ”), (b) the dock related thereto and (c) various fixtures and improvements located in, on and around such dock, including Ancillary Facilities and sheds (together with such dock, the “ Berth 121 Wharf );

WHEREAS , subject to various permits, licenses and easements, Carson Cogen owns various fixtures and improvements located in, on and around the dock located at the Berth 121 Wharf (collectively with the Berth 121 Wharf, “ Terminal 1 ”);

WHEREAS , pursuant to the Terminal 2 Lease (as defined below), Customer has leasehold interests in (a) a Marine Vessel berth located in the POLB identified as Berth 78 (“ Berth 78 ”), (b) fifty-percent (50%) of a Marine Vessel berth located in the POLB identified as Berth 77 that is leased from the POLB (“ Leased Berth 77 ”), (c) the docks related thereto and (d) various fixtures and improvements located in, on and around the such docks and berths, including Ancillary Facilities and sheds (together with such docks and berths, the “ Leased Terminal 2 Wharf ”);

WHEREAS , Customer owns (a) a Marine Vessel berth located in the POLB identified as Berth 76 (“ Berth 76 ”), (b) fifty percent (50%) of a Marine Vessel berth located in the POLB identified as Berth 77 (“ Owned Berth 77 ”), (c) the docks related to such berths and (d) subject to various permits, licenses and easements, various fixtures and improvements located in, on and around the such docks and berths (together with such docks and berths, the “ Owned Terminal 2 Wharf ”);

WHEREAS , the Leases (as defined below), including the rights, obligations and other restrictions set forth therein, and the leasehold interests in the Wharves (as defined below) are expected to be subleased from Customer to Operator, or from Carson Cogen to Operator, as the case may be, upon receipt of the consent of the City of Los Angeles (the “ City ”);

WHEREAS, the operation of each of Wharves by Operator, as sub-lessee under each of the Leases will require a Certificate of Financial Responsibility (“ COFR ”) issued by the California Department of Fish and Game (“ CDFG ”) in favor of Operator;

WHEREAS, the Leases and the leasehold interests in the Wharves, along with the Staging Facility, Customer’s fee interest in the improvements in Terminal 1 and Customer’s fee interest in the improvements in Terminal 2 are to be formally subleased or conveyed to Operator as consent to each Sublease (as defined below) is obtained from the City;

WHEREAS, during the period commencing on the Execution Date and continuing until the applicable Commencement Date, Operator shall provide services to Customer to manage and operate the Marine Terminals (as defined below) pursuant to the Operating Agreements (as defined below);

WHEREAS, during the Term, Customer desires for Operator to provide the services set forth herein relating to the Marine Terminals in order to enable Customer to receive and ship Products to and from Marine Vessels and terminals and pipelines;

WHEREAS, Operator is willing to provide such services to Customer relating to the Marine Terminals; and

WHEREAS , Operator and Customer desire to enter into this Agreement to memorialize the foregoing and the terms of their commercial relationship regarding the Marine Terminals.

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

SECTION 1 DEFINITIONS

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.

“ Ancillary Facilities ” means all wharves, personnel, spill response equipment, emergency response equipment, fire pumps, fire extinguishers, fire monitors, Self-Contained Breathing Apparatus (SCBA), toxic gas monitoring equipment, winches, loading arms, hoses, drains, pipes, valves, manifolds, pumps, meters, and all other related equipment and facilities that support the infrastructure required to deliver Customer’s Product between a Marine Vessel and pipelines, storage tanks or the Staging Facility, but in all cases excluding storage tanks.

“ API ” means the American Petroleum Institute.

“ 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.

“ ASTM ” means the American Society for Testing and Materials.

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

“ Berth 84/86 Lease ” means that certain Long Beach Harbor Department Lease Document HD-2114, as such lease may be amended, restated, modified, supplemented or renewed from time to time.

“ Berth 84/86 Sublease ” means the Sublease between Customer and Operator with respect to the Berth 84/86 Lease as consented to by the POLB.

“ Berth 84/86 Wharf ” has the meaning set forth in the Recitals.

“ Berth 86 ” has the meaning set forth in the Recitals.

“ Berth 121 ” has the meaning set forth in the Recitals.

“ Berth 121 Joint Use Agreement ” means that certain Agreement, dated July 3, 1979, relating to the operation of Berth 121 and Pipeline 95 (owned by Phillips 66 Company, a Delaware corporation), as such agreement may be amended, restated modified or supplemented from time to time.

“ Berth 121 Lease ” means that certain Pier E Tanker Terminal Agreement dated October 24, 1980 between Carson Cogen and the City of Long Beach, California, as such agreement may be amended, supplemented or restated from time to time.

“ Berth 121 Operating Agreement ” means that certain Berth 121 Operating Agreement dated as of the date hereof, by and among Carson Cogen, Customer, the Operator, the General Partner and the Partnership, as such agreement may be amended, restated, modified or supplemented from time to time.

“ Berth 121 Sublease ” means the Sublease between Carson Cogen and Operator with respect to the Berth 121 Lease as consented to by the POLB.

“ Berth 121 Wharf ” has the meaning set forth in the Recitals.

“ Berths ” means Berth 84, Berth 86, Berth 121, Berth 76, Berth 77 and Berth 78 and “ Berth ” means any one of them.

“ 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.

“ Carson Assets Indemnity Agreement ” has the meaning set forth in Section 28(b).

“ Carson Cogen ” has the meaning set forth in the Recitals.

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

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

“ Claims ” has the meaning set forth in Section 19(a).

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

“ Commencement Date ” and “ Commencement Dates ” have the meaning set forth in Section 3(c).

“ 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.

“ Contaminated Product ” means Product that has one or more of the following characteristics: (a) contains foreign substances not inherent or naturally occurring in Product; and/or (b) fails to meet Operator’s minimum specifications.

“ 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 ” means crude petroleum, synthetic crude oil, topped crude oil, condensate, and all associated blends thereof.

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

“ Customer Group ” has the meaning set forth in Section 19(a).

“ Customer Insurance Group ” has the meaning set forth in Section 23(b).

“ Effective Date ” has the meaning set forth in the Preamble.

“ Execution Date ” has the meaning set forth in the Preamble.

“ Extended Term ” has the meaning set forth in Section 4.

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

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

“ Force Majeure ” means any event or circumstances, or any combination of events and/or circumstances, whether foreseeable or not, the occurrence and/or effects of which is beyond the reasonable control of the Party claiming suspension and which by the exercise of due diligence such Party could not avoid or overcome, including:

(i) strikes, picketing, lockouts or other industrial disputes or disturbances;

(ii) acts of the public enemy or of belligerents, hostilities or other disorders, wars (declared or undeclared), blockades, thefts, insurrections, acts of terrorism, riots, civil disturbances or sabotage;

(iii) acts of God, acts of nature, landslides, subsidence, severe lightning, earthquakes, volcanic eruptions, fires, tornadoes, hurricanes, storms, floods, washouts, freezing of machinery, equipment or lines of pipe, tidal waves, perils of the sea and other adverse weather conditions;

(iv) arrests and restraints or other interference or restrictions imposed by federal, state or local government whether legal or de facto or purporting to act under some constitution, decree, law or otherwise, necessity for compliance with any court order, or any law, statute, ordinance, regulation, or order promulgated by a federal, state, or local governmental authority having or asserting jurisdiction, embargoes or export or import restrictions, expropriation, requisition, confiscation or nationalization; and

(v) epidemics or quarantine, explosions, breakage or accidents to equipment, machinery, plants, facilities or lines of pipe, or electric power, natural gas, or water shortages.

A Party’s inability economically to perform its obligations hereunder does not constitute an event of Force Majeure.

“ General Partner ” has the meaning set forth in the Preamble.

“ Governmental Authority ” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body, port authority or other 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.

“ Gross Standard Volume ” means the total volume of all petroleum liquids and sediment and water, excluding free water, corrected by the appropriate volume correction factor for the observed temperature and API gravity, relative density, or density to a standard temperature such as 60°F and also corrected by the applicable pressure correction factor and meter factor.

“ Initial Term ” has the meaning set forth in Section 4.

“ Leased Berth 77 ” has the meaning set forth in the Recitals.

“ Leased Terminal 2 Wharf ” has the meaning set forth in the Recitals.

“ Leases ” means the Berth 84/86 Lease, the Berth 121 Lease and the Terminal 2 Lease, and “ Lease ” means any one of them.

“ Long Beach Berth Throughput Agreement ” means that certain Long Beach Berth Throughput Agreement dated as of the date hereof by and between Customer and Operator, as such agreement may be amended, restated, modified or supplemented from time to time.

“ Long Beach Operating Agreement ” means that certain Long Beach Operating Agreement dated September 14, 2012, by and among Customer, the Operator, the General Partner and the Partnership, as such agreement may be amended, restated, modified or supplemented from time to time.

“ Long Beach Pipeline Throughput Agreement ” means that certain Long Beach Pipeline Throughput Agreement dated as of the date hereof by and among Customer, Operator, the General Partner and the Partnership, as such agreement may be amended, restated, modified or supplemented from time to time.

“ Long Beach Terminal ” has the meaning set forth in the Recitals.

“ Marine Terminals ” means the Long Beach Terminal, Terminal 1 and Terminal 2, and “ Marine Terminal ” means any one of them.

“ Marine Vessel ” means any ocean tanker, ocean barge, river barge or other vessel.