ANDEAVOR LOGISTICS LP (Form: 8-K, Received: 11/08/2017 17:29:00)

Dated: , 20

Tesoro Refining & Marketing Company LLC,

a Delaware limited liability company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 8, 2017

ANDEAVOR LOGISTICS LP

(Exact name of registrant as specified in its charter)

Delaware

001-35143

27-4151603

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

19100 Ridgewood Pkwy

San Antonio, Texas

78259-1828

(Address of principal executive offices)

(Zip Code)

(210) 626-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Contribution, Conveyance and Assumption Agreement

On November 8, 2017, Andeavor Logistics LP (the “Partnership”) entered into a Contribution, Conveyance and Assumption Agreement (the “Contribution Agreement”) with Andeavor (“Andeavor”), Tesoro Refining & Marketing Company LLC (“TRMC”), Tesoro Logistics GP, LLC (the “General Partner”) and Tesoro Logistics Operations LLC (the “Operating Company”). Pursuant to the Contribution Agreement, TRMC agreed to contribute, through the General Partner and the Partnership, to the Operating Company the following assets (collectively, the “Assets”):

•

tankage with a shell capacity of approximately 1.1 million barrels of crude oil and other feedstock storage and approximately 2.8 million barrels of refined product storage located at TRMC’s refinery in Anacortes, Washington (the “Anacortes Refinery ” ), including gasoline blending facilities, together with all related equipment, pipeline interconnections, laboratories and ancillary facilities used for the operation thereof (the “Tankage”);

•

rail terminal for the loading and unloading of crude oil and other heavy feedstocks from manifest railcars, together with certain rail lines connected thereto and railcar storage tracks, all related equipment and ancillary facilities used for the operation thereof (the “Manifest Rail Rack and Trackage”); and

•

pipelines for the transfer of crude oil, non-crude feedstocks, black oils and light petroleum products between the Tankage and the Anacortes light products and LPG terminal, the marine terminal located on the site of the Anacortes Refinery, the Manifest Rail Rack and Trackage, the Anacortes Crude Oil Offloading Facility and third-party pipeline facilities (including the six 16-inch pipelines that deliver refined products from the Tankage to the Olympic Pipeline Manifold and the 12-inch pipeline that delivers crude oil from the manifold of Kinder Morgan’s TransMountain Pipeline to the Tankage (collectively, the “Short-Haul Pipelines”)), all related equipment and ancillary facilities used for the operation thereof.

On November 8, 2017, we completed the acquisition of the Assets as contemplated by the Contribution Agreement (the “Contribution”) in exchange for our payment to the General Partner of approximately $445 million, comprised of $400.5 million in cash financed with borrowings under our acquisition credit facility and 980,802 common units with a fair value of approximately $44.5 million.

In connection with the Contribution, we, the Operating Company, Andeavor, TRMC, the General Partner and certain other parties, as applicable, entered into certain commercial agreements on November 8, 2017, as described below.

The foregoing description of the Contribution Agreement is not complete and is qualified in its entirety by reference to the Contribution Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

First Amended and Restated Schedules to the Fourth Amended and Restated Omnibus Agreement

Effective November 8, 2017, we entered into the First Amended and Restated Schedules to the Fourth Amended and Restated Omnibus Agreement (the “Amended Omnibus Schedules”) with the General Partner, Andeavor, TRMC, Tesoro Alaska Company LLC (“TAC”) and Tesoro Companies, Inc. (“TCI”), which amend and restate the schedules to the Fourth Amended and Restated Omnibus Agreement to include the Assets.

The foregoing description is not complete and is qualified in its entirety by reference to the Amended Omnibus Schedules, which are filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Storage Services Agreement

Effective November 8, 2017, we and the Operating Company entered into the Storage Services Agreement—Anacortes II with TRMC and the General Partner (the “Storage Services Agreement”) to govern the provision of storage services by the Operating Company to TRMC with respect to the Tankage. The initial term of the Storage Services Agreement is ten years, and TRMC has the option to extend the term for up to two renewal terms of five years each. If TRMC does not extend the initial term, the Operating Company may extend the term for an additional two years.

Under the Storage Services Agreement, the Operating Company will provide storage, handling, blending and other services for crude oil, refinery feedstocks and refined products owned by TRMC and stored in the Operating Company’s tanks. TRMC will pay the fees specified in an applicable terminal service order to be executed by the Operating Company and TRMC related to the dedication of such tanks and any ancillary services. All fees under the Storage Services Agreement that are to be set forth on terminal service orders will be indexed for inflation. For up to two years after the termination of the Storage Services Agreement, and provided the termination was not due to TRMC’s default, TRMC may exercise a right of first refusal on any new storage agreement the Operating Company offers to a third party.

The foregoing description is not complete and is qualified in its entirety by reference to the Storage Services Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Transportation Services Agreement

Effective November 8, 2017, we and the Operating Company entered into the Transportation Services Agreement (Anacortes Short Haul Pipelines) with TRMC and the General Partner (the “Transportation Services Agreement”) to govern the provision of transportation services through the Short-Haul Pipelines that connect the manifolds operated by certain interstate petroleum pipeline companies to the Anacortes Refinery. The initial term of the Transportation Services Agreement is ten years, and TRMC has the option to extend the term for up to two renewal options of five years each. If TRMC does not extend the initial term, the Operating Company may extend the term for an additional two years.

Under the Transportation Services Agreement, the Short-Haul Pipelines will be dedicated exclusively to the use of TRMC, and the Operating Company may not use the Short-Haul Pipelines to provide services for any third party, except at the direction of TRMC. The Operating Company will make the Short-Haul Pipelines continuously available to TRMC at all times, and will ship all volumes of products nominated by TRMC for shipment on the Short-Haul Pipelines upon request. In exchange for these services, TRMC will pay the fees specified in an applicable pipeline service order to be executed by the Operating Company and TRMC. All fees under the Transportation Services Agreement that are to be set forth on pipeline service orders will be indexed for inflation. For up to two years after the termination of the Transportation Services Agreement, and provided the termination was not due to TRMC’s default, TRMC may exercise a right of first refusal on any new transportation services agreement the Operating Company offers to a third party.

The foregoing description is not complete and is qualified in its entirety by reference to the Transportation Services Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

Anacortes Manifest Rail Terminalling Services Agreement

Effective November 8, 2017, we and the Operating Company entered into the Anacortes Manifest Rail Terminalling Services Agreement with TRMC and the General Partner (the “Manifest Rail Terminalling Services Agreement”) to govern the provision of services by the Operating Company to TRMC at the Operating Company’s manifest railcar terminal adjacent to the Anacortes Refinery, which consists of a manifest rail loading and unloading facility. The initial term of the Manifest Rail Terminalling Services Agreement is ten years, and TRMC has the option to extend the term for up to two renewal options of five years each. If TRMC does not extend the initial term, the Operating Company may extend the term for an additional two years.

Under the Manifest Rail Terminalling Services Agreement, the Operating Company will provide services to TRMC at the railcar terminal, including manifest railcar loading and unloading services, caustic chemicals and catalyst loading and unloading services, railcar switching and storage services, track inspection and maintenance services and such other services as the parties may agree upon in a terminal service order. In exchange for these services, TRMC will pay the fees specified in an applicable terminal service order to be executed by the Operating Company and TRMC. For up to two years after the termination of the Manifest Rail Terminalling Services Agreement, and provided the termination was not due to TRMC’s default, TRMC may exercise a right of first refusal on any new manifest rail terminalling services agreement the Operating Company offers to a third party.

The foregoing description is not complete and is qualified in its entirety by reference to the Manifest Rail Terminalling Services Agreement, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.

Anacortes Marine Terminal Operating Agreement

Effective November 8, 2017, in connection with the contribution of the Assets, we and the Operating Company entered into an operating agreement (the “Marine Terminal Operating Agreement”) with TRMC and the General Partner under which the Operating Company will provide services relating to the operation of the marine terminal located at the site of the Anacortes Refinery (the “Anacortes Marine Terminal”) until August 31, 2034 or until TRMC is able to (i) sublease the property underlying the Anacortes Marine Terminal to the Operating Company and (ii) convey the leasehold improvements to the Anacortes Marine Terminal to the Operating Company pursuant to the terms of the Sublease Rights Agreement (as defined below). Under the Anacortes Marine Terminal Operating Agreement, the General Partner will provide personnel, equipment and other services for the operation, management and maintenance of the Anacortes Marine Terminal, and the Operating Company will reimburse TRMC for all amounts paid in rent to the State of Washington under TRMC’s lease of the premises from the State of Washington and for all repair and maintenance costs and capital expenditures undertaken at the terminal.

As partial compensation for the Operating Company’s services, TRMC will pay to the Operating Company a per-barrel fee for throughput of TRMC’s products across the Anacortes Marine Terminal under applicable service orders executed by TRMC and the Operating Company. Additionally, TRMC will pay, or reimburse the Operating Company for, any newly imposed taxes, levies, royalties, assessments, licenses, fees or charges levied by any governmental authority that the Operating Company incurs on TRMC’s behalf in connection with providing the services under the Marine Terminal Operating Agreement. The Marine Terminal Operating Agreement also contains reciprocal indemnification provisions.

The foregoing description is not complete and is qualified in its entirety by reference to the Marine Terminal Operating Agreement, which is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated herein by reference.

Sublease Rights Agreement

Effective November 8, 2017, we and the Operating Company entered into a Sublease Rights and Escrow Agreement (the “Sublease Rights Agreement”) with TRMC and the General Partner which sets forth the terms under which TRMC will, in the future, sublease the Anacortes Marine Terminal to the Operating Company and convey the leasehold improvements to the Anacortes Marine Terminal to the Operating Company. The Sublease Rights Agreement provides that $85 million of the consideration we paid for the Assets under the Contribution Agreement constitutes consideration related to the contribution of the beneficial ownership of the Anacortes marine Terminal from the General Partner to us. Additionally, under the Sublease Rights Agreement, upon the Operating Company’s written request, TRMC will use reasonable commercial efforts to assist the Operating Company in obtaining consents necessary for TRMC to sublease the Anacortes Marine Terminal to the Operating Company. Once all consents have been obtained, TRMC and the Operating Company will enter into (a) a sublease agreement in which the

Anacortes Marine Terminal will be subleased by TRMC to the Operating Company, (b) a marine terminal use and throughput agreement to replace the Marine Terminal Operating Agreement and (c) a bill of sale to convey the leasehold improvements to the Anacortes Marine Terminal to the Operating Company. The bill of sale will be executed, but not delivered, by the parties thereto and held in escrow until their effectiveness.

The foregoing description is not complete and is qualified in its entirety by reference to the Sublease Rights Agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference.

Leases

Ground Lease – Tankage

Effective November 8, 2017, the Operating Company and TRMC entered into a ground lease (the “Ground Lease”) under which TRMC leases to the Operating Company the portion of the real property underlying the Anacortes Refinery on which the Tankage is located. Under the Ground Lease, the Operating Company is also granted a non-exclusive easement for ingress and egress to the premises across other portions of the real property underlying the Anacortes Refinery. The term of the Ground Lease is 99 years, ending on November 7, 2116, and the rent for the entire term was paid in full in advance by the Operating Company under the terms of the Contribution Agreement. The Operating Company is responsible for (i) the payment of real property taxes with respect to the portion of the premises on which the Tankage is located, (ii) the payment of all utility costs with respect such premises, (iii) maintaining the buildings and improvements located on such premises and (iv) keeping all buildings and improvements on such premises insured against loss or damage by fire. The Ground Lease is terminable upon condemnation or by TRMC upon default by the Operating Company.

The foregoing description is not complete and is qualified in its entirety by reference to the Ground Lease, which is filed as Exhibit 10.7 to this Current Report on Form 8-K and incorporated herein by reference.

First Amendment to Ground Lease – MVCU Area

Effective November 8, 2017, the Operating Company and TRMC entered into the First Amendment to Ground Lease (the “First Amendment”) to amend the Ground Lease, dated as of July 1, 2017, between TRMC and the Operating Company (the “Original Ground Lease”) to expand the premises to include a future marine vapor combustion unit area. Additionally, under the First Amendment, the Operating Company is granted a non-exclusive easement across the portion of the Anacortes Refinery premises covered by the Original Lease for the installation, maintenance, repair and replacement of pipelines owned by the Operating Company connecting the Anacortes Marine Terminal to the newly leased portion of the premises. All other terms of the Original Ground Lease remain in full force and effect.

The foregoing description is not complete and is qualified in its entirety by reference to the First Amendment, which is filed as Exhibit 10.8 to this Current Report on Form 8-K and incorporated herein by reference.

Second Amendment to Ground Lease – Additional Rail Facility

Effective November 8, 2017, the Operating Company and TRMC entered into the Second Amendment to Ground Lease (the “Second Amendment”) to amend the Ground Lease, dated as of November 15, 2012, between TRMC and the Operating Company, as amended by the First Amendment to Ground Lease, dated July 1, 2017 (together, the “Amended Ground Lease”) to expand the premises to include the real property underlying the Manifest Rail Rack and Trackage. Additionally, under the Second Amendment, the Operating Company is granted a non-exclusive easement across the Anacortes Refinery premises for the installation, maintenance, repair and replacement of rail tracks owned by the Operating Company connecting the Tankage to the newly leased portion of the premises. All other terms of the Amended Ground Lease remain in full force and effect.

The foregoing description is not complete and is qualified in its entirety by reference to the Second Amendment, which is filed as Exhibit 10.9 to this Current Report on Form 8-K and incorporated herein by reference.

Relationships

Each of the Partnership, the General Partner, TRMC, TCI, TAC and the Operating Company is a direct or indirect subsidiary of Andeavor. As a result, certain individuals, including officers and directors of Andeavor and the General Partner, serve as officers and/or directors of more than one of such other entities. After the Contribution, the General Partner, as the general partner of the Partnership, holds a non-economic general partner interest in, and 88,624,852 common units of, the Partnership, which represents a 40.8% limited partner interest in the Partnership. Andeavor, together with TRMC, Carson Cogeneration Company, TAC, the General Partner and certain other subsidiaries of Andeavor, holds 127,889,386 common units of the Partnership, which represent approximately 58.9% of the outstanding common units of the Partnership, in addition to the non-economic general partner interest in the Partnership discussed above. Andeavor also holds, through certain of its subsidiaries, 80,000 TexNew Mex units representing limited partner interests in the Partnership and a special limited partner interest in the Partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The description in Item 1.01 above of the closing of the Contribution is incorporated into this Item 2.01 by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The description in Item 1.01 above of the issuance of common units by the Partnership on November 8, 2017, as partial consideration for the Contribution, is incorporated into this Item 3.02 by reference. This issuance was undertaken in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act ”) afforded by Section 4(a)(2) thereof. We believe that exemptions other than the foregoing exemption may exist for these transactions.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment No. 6 to the Second Amended and Restated Limited Liability Company Agreement of Tesoro Logistics GP, LLC

On November 8, 2017, the General Partner, Andeavor, TRMC and TAC entered into Amendment No. 6 to the Second Amended and Restated Limited Liability Company Agreement of Tesoro Logistics GP, LLC (“Amendment No. 6”). Amendment No. 6 adjusts the membership interests of the owners of the General Partner to reflect the transactions contemplated by the Contribution Agreement by amending Exhibit A to the Second Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of July 1, 2014, as amended.

The foregoing description is not complete and is qualified in its entirety by reference to Amendment No. 6, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

2.1		Contribution, Conveyance and Assumption Agreement, dated as of November 8, 2017, by and among Andeavor Logistics LP, Tesoro Logistics GP, LLC, Tesoro Logistics Operations LLC, Andeavor and Tesoro Refining & Marketing Company LLC.



3.1		Amendment No. 6 to the Second Amended and Restated Limited Liability Company Agreement of Tesoro Logistics GP, LLC, dated as of November 8, 2017, by and among Andeavor Logistics GP, LLC, Andeavor, Tesoro Refining & Marketing Company LLC and Tesoro Alaska Company LLC.

10.1		First Amended and Restated Schedules to the Fourth Amended and Restated Omnibus Agreement, dated as of November 8, 2017, by and among Andeavor, Tesoro Refining & Marketing Company LLC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, Andeavor Logistics LP and Tesoro Logistics GP, LLC.

10.2		Storage Services Agreement – Anacortes II, dated as of November 8, 2017, by and among Tesoro Logistics Operations LLC, Tesoro Logistics GP, LLC, Andeavor Logistics LP and Tesoro Refining & Marketing Company LLC.

10.3		Transportation Services Agreement (Anacortes Short Haul Pipelines), dated as of November 8, 2017, by and among Andeavor Logistics LP, Tesoro Logistics Operations LLC, Tesoro Logistics GP, LLC and Tesoro Refining & Marketing Company LLC.

10.4		Anacortes Manifest Rail Terminalling Services Agreement, dated as of November 8, 2017, by and among Tesoro Logistics Operations LLC, Tesoro Refining & Marketing Company LLC, Andeavor Logistics LP and Tesoro Logistics GP, LLC.

10.5		Anacortes Marine Terminal Operating Agreement, dated as of November 8, 2017, by and among Andeavor Logistics LP, Tesoro Logistics GP, LLC, Tesoro Logistics Operations LLC and Tesoro Refining & Marketing Company LLC.

10.6		Sublease Rights and Escrow Agreement, dated as of November 8, 2017, by and among Andeavor Logistics LP, Tesoro Logistics GP, LLC, Tesoro Logistics Operations LLC and Tesoro Refining & Marketing Company LLC.

10.7		Ground Lease, dated as of November 8, 2017, between Tesoro Refining & Marketing Company LLC and Tesoro Logistics Operations LLC.

10.8		First Amendment to Ground Lease, dated as of November 8, 2017, between Tesoro Refining & Marketing Company LLC and Tesoro Logistics Operations LLC.

10.9		Second Amendment to Ground Lease, dated as of November 8, 2017, between Tesoro Refining & Marketing Company LLC and Tesoro Logistics Operations LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: November 8, 2017	ANDEAVOR LOGISTICS LP

	By:	Tesoro Logistics GP, LLC
		Its general partner

	By:	/s/ BLANE W. PEERY
		Blane W. Peery
		Vice President and Controller

Exhibit 2.1

CONTRIBUTION, CONVEYANCE AND ASSUMPTION

AGREEMENT

This Contribution, Conveyance and Assumption Agreement (this “ Agreement ”), effective as of November 8, 2017 (the “ Effective Date ”), is by and among Andeavor 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 ”), Andeavor, a Delaware corporation (“ Andeavor ”), 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 is the owner of approximately 1.1 million barrels of crude oil and other feedstock storage tankage and approximately 2.8 million barrels of refined product storage tankage located at TRMC’s refinery in Anacortes, Washington (the “ Anacortes Refinery ”), including gasoline blending facilities, together with all related equipment, pipeline interconnections, laboratories and ancillary facilities used for the operation thereof, and all permits and licenses related to such tankage and other facilities (but excluding the two refinery water reservoirs located to the southeast of such tankage) to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above, which assets are listed in detail on Exhibit A-1 hereto (the “ Tankage ”), which is connected to the Anacortes Marine Terminal (as defined below);

WHEREAS , TRMC is also the owner of all of its leasehold interest in the Anacortes Marine Terminal Facility, a dual-berth dock that (i) serves as the main shipping and receiving point for the Anacortes Refinery for the transfer of waterborne crude oil, non-crude feedstocks, black oils and light petroleum products and (ii) is directly connected to the Anacortes Refinery’s crude oil and refined products tankage, and all permits and licenses related to such terminal facility (the “ Anacortes Marine Terminal ”);

WHEREAS , TRMC is also the owner of a rail terminal for the loading and unloading of crude oil and other heavy feedstocks from manifest railcars, together with certain rail lines connected thereto and railcar storage tracks, all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such rail terminal and trackage, to the extent assignable, which assets are listed in detail on Exhibit A-2 hereto (the “ Manifest Rail Rack and Trackage ”);

WHEREAS , TRMC is also the owner of pipelines for the transfer of crude oil, non-crude feedstocks, black oils and light petroleum products between the Tankage and the Anacortes light products and LPG terminal, the Anacortes Marine Terminal (to the extent permitted under TRMC’s lease), the Manifest Rail Rack and Trackage, the Anacortes Crude Oil Offloading Facility (the “ CROF ”) and third-party pipeline facilities (including the six 16-inch pipelines that deliver refined products from the Tankage to the Olympic Pipeline Manifold and the 12-inch pipeline that delivers crude oil from the manifold of Kinder Morgan’s TransMountain Pipeline to

the Tankage (collectively, the “ Short-Haul Pipelines ”)), all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such pipelines, to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above, which assets are listed in detail on Exhibit A-3 hereto (the “ Pipelines ”);

WHEREAS , TRMC is also the owner of certain real property on which the Parties expect construction of a marine vapor combustion unit to occur, which real property is described in the first amendment to that certain ground lease relating to a portion of the Anacortes Refinery dated as of July 1, 2014 by and between TRMC and the Operating Company to be entered into connection with the transactions contemplated hereunder (the “ MVCU Land ”); and

WHEREAS , TRMC desires to contribute the Assets (as defined below) to the General Partner, which the General Partner desires to contribute to the Partnership and the Partnership desires to contribute to the Operating Company, and concurrently with the contribution of the Assets, TRMC and the Operating Company desire to enter into the Contracts (as defined below), all on the terms and conditions set forth herein.

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

ARTICLE I

DEFINITIONS

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

“ Affiliates ” has the meaning set forth in the Partnership Agreement.

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

“ Anacortes Marine Terminal ” has the meaning set forth in the Recitals.

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

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

“ Anacortes Manifest Rail Terminalling Services Agreement ” means the Anacortes Manifest Rail Services Agreement by and among TRMC, the Operating Company, the Partnership and the General Partner.

“ Anacortes Marine Terminal Operating Agreement ” means that certain Anacortes Marine Terminal Operating Agreement to be effective at the Effective Time by and among TRMC, the Operating Company, the Partnership and the General Partner.

“ Anacortes Storage Services Agreement ” means the Anacortes Storage Services Agreement – Anacortes II with respect to the Tankage by and among TRMC, the Operating Company, the Partnership and the General Partner.

“ Assets ” means (i) the Tankage, (ii) the Manifest Rail Rack and Trackage and (iii) the Pipelines.

“ Assignment ” means the Assignment and Assumption Agreement among TRMC, the Operating Company and BNSF Railway Company.

“ Bill of Sale ” means that certain Bill of Sale, Assignment and Assumption effective as of the Effective Time, among TRMC, the General Partner, the Partnership and the Operating Company, with respect to the Assets.

“ Cash Consideration ” has the meaning set forth in Section 2.2(b) .

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

“ Code ” means the Internal Revenue Code of 1986, as amended.

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

“ Conflicts Committee ” has the meaning set forth in the Partnership Agreement.

“ Contracts ” means (i) the Anacortes Storage Services Agreement, (ii) the Anacortes Marine Terminal Operating Agreement, (iii) the Anacortes Manifest Rail Terminalling Services Agreement, (iv) the Pipeline Transportation Services Agreement – Anacortes Short Haul Pipelines, (v) the Sublease Rights and Escrow Agreement, (vi) the Ground Leases and (vii) the Assignment.

“ Debt-Financed Cash Consideration ” has the meaning set forth in Section 2.2(c) .

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

“ Effective Time ” means 12:01 a.m. Central Time on the Effective Date.

“ Equity Consideration ” has the meaning set forth in Section 2.2(b) .

“ Excluded Assets and Liabilities ” means those certain assets and properties (including any and all petroleum and hydrocarbon inventory) and certain responsibilities, coverages and liabilities that might otherwise be considered as part of the Assets or the Contracts but are being retained by TRMC and are not being contributed, transferred or assumed to or by the General Partner, the Partnership or the Operating Company as part of the transactions contemplated by this Agreement, as set forth on Exhibit C to this Agreement.

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

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

“ Ground Leases ” means (a) the ground lease between TRMC and the Operating Company with respect to the real property underlying the Tankage; (b) the second amendment to that certain ground lease relating to a portion of the Anacortes Refinery dated as of November 15, 2012, in order to expand the premises covered by such lease to include certain additional rail facility premises; (c) the first amendment to that certain ground lease relating to a portion of the Anacortes Refinery dated as of July 1, 2014 by and between TRMC and the Operating Company in order to expand the premises covered by such lease to include a future marine vapor combustion unit area.

“ Intended Tax Treatment ” has the meaning set forth in Section 4.2(a) .

“ Manifest Rail Rack and Trackage ” has the meaning set forth in the Recitals.

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

“ MVCU Land ” has the meaning set forth in the Recitals.

“ Omnibus Agreement ” means that certain Fourth Amended and Restated Omnibus Agreement dated as of October 30, 2017, among Andeavor, TRMC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, the General Partner and the Partnership, as such agreement (and the Schedules thereto) may be amended, supplemented or restated from time to time.

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

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

“ Partnership Agreement ” means the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 30, 2017, as such agreement may be amended, supplemented or restated from time to time.

“ Partnership Contribution ” has the meaning set forth in Section 2.3 .

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

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

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

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

“ Purchase Price ” means $445,000,000.

“ Secondment and Logistics Services Agreement ” means that certain Amended and Restated Secondment and Logistics Services Agreement dated as of October 30, 2017, as may be amended, modified or supplemented from time to time, among Andeavor, Tesoro Companies, Inc., TRMC, Tesoro Alaska Company LLC, Carson Cogeneration Company, Tesoro Great Plains Holdings Company LLC, Tesoro Great Plains Midstream LLC, Tesoro Great Plains Gathering & Marketing LLC, BakkenLink Pipeline LLC, ND Land Holdings LLC, Dakota Prairie Refining Company, Western Refining Inc., Western Refining GP, LLC, Western Refining Southwest, Inc.

Western Refining Company, L.P., NT InterHold Co. LLC, Northern Tier Energy GP LLC, Northern Tier Energy LP, Northern Tier Energy LLC, St. Paul Park Refining Co. LLC, Northern Tier Oil Transport LLC, Western Refining Conan Gathering Holdings, LLC, Western Refining Conan Gathering, LLC, Western Refining Delaware Basin Storage, LLC, the Partnership, the General Partner, the Operating Company, Tesoro Logistics Pipelines LLC, Tesoro High Plains Pipeline Company LLC, Tesoro Logistics Northwest Pipeline LLC, Tesoro Alaska Pipeline Company LLC, Tesoro SoCal Pipeline Company LLC, Tesoro Alaska Terminals LLC, Andeavor Field Services, LLC, Andeavor Midstream Partners GP, LLC, Andeavor Midstream Partners Operating, LLC, Andeavor Gathering I, LLC, Rendezvous Pipeline Company, LLC, Green River Processing, LLC, Three Rivers Gathering LLC, Uinta Basin Field Services LLC, Rendezvous Gas Services LLC, Western Refining Logistics, LP, Western Refining Logistics GP, LLC, WNRL Energy GP, LLC, Western Refining Pipeline, LLC, Western Refining Wholesale, LLC, Western Refining Terminals, LLC and Western Refining Product Transport, LLC.

“ Short-Haul Pipelines ” has the meaning set forth in the Recitals.

“ Sublease Rights and Escrow Agreement ” means the Sublease Rights and Escrow Agreement among TRMC, the General Partner, the Partnership and the Operating Company.

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

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

“ Transportation Services Agreement – Anacortes Short Haul Pipelines ” means the Pipeline Services Agreement with respect to the Short-Haul Pipelines between TRMC, the Operating Company, the Partnership and the General Partner.

“ Treasury Regulations ” means the regulations (including temporary regulations) promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code. All references herein to sections of the Treasury Regulations shall include any corresponding provision or provisions of succeeding, similar or substitute, temporary or final Treasury Regulations.

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

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

ARTICLE II

CONTRIBUTIONS AND ACKNOWLEDGEMENTS

Section 2.1 Conveyance by TRMC to the General Partner .

(a) Effective as of immediately prior to the Effective Time, TRMC hereby assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers to the General Partner, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of TRMC in and to the Assets, including any responsibilities, coverages and liabilities under any permit or license included in the Assets, free and clear of all liens and encumbrances of any kind or nature, other than as set forth on Exhibit B

to this Agreement (the “ Permitted Liens ”). In addition, concurrently with the contribution of the Assets, TRMC is also executing and delivering the Contracts to which it is party. The contribution of the Assets and execution and delivery of the Contracts described in this Section 2.1(a) shall be referred to in this Agreement as the “ TRMC Contribution .”

(b) TRMC makes the TRMC Contribution in exchange for the issuance as of the Effective Date of an additional membership interest in the General Partner equal to the percentage increase in the capital of the General Partner based on the value of the TRMC Contribution as a contribution to the capital of the General Partner.

(d) The Parties hereby acknowledge that the Excluded Assets and Liabilities are being retained by TRMC and are not being contributed or transferred as part of the TRMC Contribution.

Section 2.2 Conveyance by the General Partner to the Partnership and Payment of the Purchase Price .

(a) Effective as of the Effective Time, the General Partner hereby assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers to the Partnership, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of the General Partner in and to the Assets, including any responsibilities, coverages and liabilities under any permit or license included in the Assets, free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. In addition, concurrently with the contribution of the Assets, the General Partner is also executing and delivering the Contracts to which it is party. The contribution of the Assets and execution and delivery of the Contracts described in this Section 2.2(a) shall be referred to in this Agreement as the “ General Partner Contribution .”

(b) The General Partner shall make the General Partner Contribution in exchange for the distribution or issuance by the Partnership of the following as of the Effective Time in consideration of the conveyance and transfer of the Assets:

(i) a distribution of cash equal to ninety percent (90%) of the Purchase Price (the “ Cash Consideration ”); and

(ii) the issuance to the General Partner of such number of Common Units with an aggregate value equal to ten percent (10%) of the Purchase Price (the “ Equity Consideration ”), which number of Common Units, rounded down to the next lowest number of whole units, shall be (A) the amount of the Equity Consideration, divided by (B) the average closing price of the Common Units for the last ten (10) trading days prior to the Effective Date.

(c) To effect the distribution of the Cash Consideration, the Partnership shall borrow an amount equal to the Cash Consideration (the “ Debt -Financed Cash Consideration ”) under indebtedness for which no partner of the Partnership or any related person other than

Andeavor bears the economic risk of loss (as defined by Treasury Regulations Section 1.752-2) and the Partnership shall cause the proceeds of such indebtedness to be wire transferred to the General Partner on behalf of the Partnership directly from the applicable lender to an account designated by the General Partner.

(d) After the distribution of the Cash Consideration to the General Partner by the Partnership, the General Partner shall provide a loan of up to that amount to Andeavor and Andeavor shall execute and deliver a ten-year promissory note in favor of the General Partner to evidence the funds loaned by the General Partner to Andeavor.

(e) The Partnership hereby accepts the General Partner Contribution as a contribution to the capital of the Partnership.

Section 2.3 Conveyance by the Partnership to the Operating Company . Effective immediately after the General Partner Contribution, the Partnership hereby assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers to the Operating Company, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of the Partnership in and to the Assets, including any responsibilities, coverages and liabilities under any permit or license included in the Assets, free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. In addition, concurrently with the contribution of the Assets, the Partnership and the Operating Company are also executing and delivering the Contracts to which they are parties. The contribution of the Assets and execution and delivery of the Contracts described in this Section 2.3 shall be referred to in this Agreement as the “ Partnership Contribution .” The Partnership hereby makes the Partnership Contribution as a capital contribution to the capital of the Operating Company and the Operating Company hereby accepts the Partnership Contribution as a contribution to the capital of the Operating Company.

Section 2.4 Actions and Deliveries on the Effective Date . The Parties acknowledge that the following actions and deliveries have occurred:

(a) receipt by the Parties of all permits, consents, approvals, authorizations, orders, registrations, filings or qualifications of or with any court, governmental agency or body having jurisdiction over the Parties required in connection with the execution, delivery and performance of the Transaction Documents;

(b) the execution and delivery by the respective parties thereto of the following documents:

(i) the Bill of Sale, substantially in the form attached hereto as Exhibit D , pursuant to which TRMC and the Partnership assign and convey the Assets;

(ii) the Anacortes Storage Services Agreement, substantially in the form attached hereto as Exhibit E-1, and the service order related thereto, substantially the form attached hereto as Exhibit E-2 ;

(iii) the Anacortes Marine Terminal Operating Agreement, substantially in the form attached hereto as Exhibit F-1 , and the service order related thereto, substantially in the form attached hereto as Exhibit F-2 ;

(iv) the Anacortes Manifest Rail Terminalling Services Agreement, substantially in the form attached hereto as Exhibit G-1 , and the service orders related thereto, substantially in the form attached hereto as Exhibit G-2 and Exhibit G-3 ;

(v) the Transportation Services Agreement – Anacortes Short Haul Pipelines, substantially in the form attached hereto as Exhibit H-1 , and the service order related thereto, substantially in the form attached hereto as Exhibit H-2 ;

(vi) the Ground Leases, substantially in the form attached hereto as Exhibit I-1 , Exhibit I-2 and Exhibit I-3;

(vii) the Assignment, substantially in the form attached hereto as Exhibit J ;

(viii) an applicable service order to the Secondment and Logistics Services Agreement, substantially in the form attached hereto as Exhibit K ;

(ix) First Amended and Restated Schedules to the Omnibus Agreement among Andeavor, TRMC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, the General Partner and the Partnership, substantially in the form attached hereto as Exhibit L ;

(x) Amendment No. 6 to the Second Amended and Restated Limited Liability Company Agreement of the General Partner among the General Partner, Andeavor, TRMC and Tesoro Alaska Company LLC, substantially in the form attached hereto as Exhibit M ;

(xi) a ten-year promissory note, substantially in the form attached hereto as Exhibit N , by Andeavor in favor of the General Partner to evidence the funds loaned by the General Partner to Andeavor pursuant to Section 2.2(d) :

(xii) a debt indemnification agreement, substantially in the form attached hereto as Exhibit O ;

(xiii) the Sublease Rights and Escrow Agreement, substantially in form attached hereto as Exhibit P ;

(xiv) a closing escrow agreement, substantially in the form attached hereto as Exhibit Q , to effect the closing into escrow with McGuireWoods LLP of all the Transaction Documents related to the contribution of the Assets; and

(xv) all other documents and instruments necessary or appropriate to convey the Assets to the Operating Company.

(c) the Conflicts Committee of the General Partner has received a fairness opinion from Piper Jaffray & Co., the financial advisor to the Conflicts Committee.

ARTICLE III

REPRESENTATIONS

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

(a) The Tankage, the Anacortes Marine Terminal, the Manifest Rail Rack and Trackage and the Pipelines are each in good working condition, suitable for the purposes for which they are being used in accordance with accepted industry standards and all applicable laws and regulations.

(b) TRMC has title to each of the Tankage, the Manifest Rail Rack and Trackage, the Pipelines and the real property underlying the Tankage, the Manifest Rail Rack and Trackage and the Pipelines, free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. TRMC has title to each of the Tankage, the Manifest Rail Rack and Trackage, the Pipelines and the real property underlying the Tankage, the Manifest Rail Rack and Trackage and the Pipelines, in each case, that is sufficient to operate each such Asset in accordance with its intended and historical use, subject to all recorded matters and all physical conditions in existence and, with respect to the real property underlying the Tankage, the Manifest Rail Rack and Trackage and the Pipelines, sufficient to grant a valid leasehold in such real property to the Operating Company pursuant to the Ground Leases.

(c) To TRMC’s knowledge, after reasonable investigation, there are no terms in any agreements included in the Assets or the Contracts that would materially impair the rights granted to the General Partner or the Partnership Group pursuant to the transactions contemplated by this Agreement.

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

Section 3.3 Representation of the Partnership . The Partnership hereby represents and warrants to the General Partner and Andeavor that the Common Units of the Partnership issued to the General Partner pursuant to Section 2.2(b) have been duly authorized for issuance and sale to the General Partner and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-607 and 17-804 of the Delaware Limited Partnership Act).

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

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

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

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

(d) Neither the execution, delivery and performance of the Transaction Documents by the applicable Party that is a party thereto nor the consummation of the transactions contemplated by the Transaction Documents conflict or will conflict with, or result or will result in, a breach or violation of or a default under (or an event that, with notice or lapse of time or both would constitute such an event), or imposition of any lien, charge or encumbrance upon any property or assets of any of the applicable Party pursuant to (i) the partnership agreement, limited liability company agreement, certificate of limited partnership, certificate of formation or conversion, certificate or articles of incorporation, bylaws or other constituent document of the applicable Party, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the applicable Party is a party or bound or to which its property is subject or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the applicable Party of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Party or any of its properties in a proceeding to which it or its property is a party, except in the case of clause (ii) , liens, charges or encumbrances arising under security documents for the collateral pledged under such Party’s applicable credit agreements and except in the case of clause (iii) , where such breach or violation would not reasonably be expected to have a Material Adverse Effect.

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

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

ARTICLE IV

COVENANTS

Section 4.1 Further Assurances .

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

(b) To the extent any permits related to the Assets or the Contracts may not be assigned or transferred without the consent of a third party that has not been obtained at the Effective Time despite the exercise by TRMC of its reasonable best efforts, this Agreement shall not constitute an agreement to assign or transfer such permit if an attempted assignment or transfer would constitute a breach thereof or be unlawful. In that case, TRMC, to the maximum extent permitted by law, (a) shall act after the Effective Time as the Operating Company’s agent to obtain for the Operating Company the benefits thereunder, and (b) shall cooperate, to the maximum extent permitted by applicable law, with the Operating Company in any other reasonable arrangement designed to provide those benefits to the Operating Company, including by agreeing to remain liable under any applicable permit. Nothing contained in this Section 4.1(b) shall relieve TRMC of its obligations under any other provisions of this Agreement.

Section 4.2 Tax Covenants .

(a) The Parties intend that for U.S. federal income tax purposes (the “ Intended Tax Treatment ”):

(i) the TRMC Contribution shall be disregarded as a result of TRMC and the General Partner each being disregarded as an entity separate from Andeavor for U.S. federal income tax purposes;

(ii) the General Partner Contribution shall be treated as a contribution by Andeavor (as a result of the General Partner being disregarded as an entity separate from Andeavor for U.S. federal income tax purposes) pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, with the distribution of the Debt-Financed Cash Consideration qualifying as a “debt-financed transfer” under Treasury Regulations Section 1.707-5(b); and

(iii) any Cash Consideration, not otherwise treated as related to an agreement governed by Section 467 of the Code, that exceeds the amount of Andeavor’s “allocable share” of the liability incurred in order to fund the Partnership’s debt-financed transfer, according to Treasury Regulation Section 1.707-5(b), shall be treated (1) as a reimbursement of preformation expenditures within the meaning of Treasury Regulations Sections 1.707-4(d) to the greatest extent applicable, and (2) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Andeavor of the Assets.

(b) Except with the prior written consent of the General Partner or as otherwise required by applicable law following a final determination by the U.S. Internal Revenue Service or a governmental authority with competent jurisdiction, the Parties agree to file all tax returns and otherwise act at all times in a manner consistent with the Intended Tax Treatment, including disclosing the distribution of the Debt-Financed Cash Consideration in accordance with the requirements of Treasury Regulations Section 1.707-3(c)(2).

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; except as follows:

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

(b) the Partnership shall pay all of the costs and expenses of the conflicts committee of the board of directors of the General Partner, including, but not limited to, the advisory and legal fees and costs of Andrews Kurth Kenyon LLP and Piper Jaffray & Co.

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 . 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.

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.

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 Deed; Bill of Sale; Assignment . To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the Assets and interests referenced herein. For the avoidance of doubt, neither (a) the conveyance of the Assets from TRMC to the General Partner, from the General Partner to the Partnership or from the Partnership to the Operating Company, all as applicable, or (b) the execution, delivery and performance of the Contracts, is intended to be treated as a sale for tax or any other purposes.

Section 5.12 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 5.12 .

If to Andeavor or TRMC:

Andeavor

19100 Ridgewood Parkway

San Antonio, Texas 78259-1828

Attn: General Counsel

Facsimile: (210) 745-4494

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

Andeavor Logistics LP

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

19100 Ridgewood Parkway

San Antonio, Texas 78259-1828

Attn: General Counsel

Facsimile: (210) 745-4494

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

[Signature Page Follows]

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


ANDEAVOR

By:		/S/ GREGORY J. GOFF
		Gregory J. Goff
		President and Chief Executive Officer


TESORO REFINING & MARKETING COMPANY LLC

By:		/S/ GREGORY J. GOFF
		Gregory J. Goff
		President


ANDEAVOR LOGISTICS LP

By:		Tesoro Logistics GP, LLC, its general partner

By:		/S/ STEVEN M. STERIN
		Steven M. Sterin
		President and Chief Financial Officer


TESORO LOGISTICS GP, LLC TESORO LOGISTICS OPERATIONS LLC

By:		/S/ STEVEN M. STERIN
		Steven M. Sterin
		President and Chief Financial Officer

Signature Page to Contribution, Conveyance and Assumption Agreement

EXHIBIT A-1

Tankage

Storage Tanks


		Shell Capacity
Tank #		(MBBL’s)
1		150
2		150
3		150
4		150
5		150
6		150
7		150
8		80
9		80
10		55
11		80
12		80
13		80
14		80
15		55
16		55
17		55
18		55
19		30
20		30
21		30
22		30
23		30
24		80
25		30
26		80
27		30
28		30
29		80
30		30
31		30
32		80
33		30
34		80

Exhibit A-1 – Page 1

Tankage


35		80
36		80
37		12
38		12
45		0.3
46		0.3
47		0.3
48		0.4
53		1
54		1
55		1
56		0.5
60		150
62		N/A (OOS)
88		10 (OOS)
89		10 (OOS)
90		10 (OOS)
91		30
92		150
95		N/A (OOS)
98		N/A (OOS)
99		N/A (OOS)
109		0.6
110		N/A (OOS)
113		30
114		114
115		0.6
134		100
138		N/A
142		150
147		N/A (OOS)
148		150
156		N/A
157		N/A
158		N/A
159		N/A (OOS)
160		2
171		130
180		N/A
202		187
203		193

Exhibit A-1 – Page 2

Tankage


221		N/A
222		N/A
223		N/A
224		N/A
225		N/A
226		N/A
227		N/A
228		N/A
229		N/A
230		30
231		101
232		N/A (OOS)
247		18
248		18
249		N/A (OOS)
241 A		N/A
241 B		N/A
255		N/A
280		N/A
801		0.9
802		0.9
803		0.9
804		0.9
866		0.7
867		0.7
877		N/A

59 crude and black-oils and petroleum product storage tanks with a total shell capacity of approximately 3.8 million Barrels and pipelines and other appurtenances that allow the transport of crude oil and petroleum products to and from the nearby dock and to and from other facilities located at TRMC’s refinery in Anacortes, Washington, and the associated Tank Farm Motor Control Centers. “ OOS ” designates tanks that are currently out of service.

Other Assets


CoCd	Cost Ctr		AFE #		Asset		SNo.		Cap.date		Asset description	Location
0600		21317		164100007		300067090		0		42727	Pipe, Valves and Fittings	Tank Farm
0600		21317		164100007		300067091		0		42777	Pipe, Valves and Fittings—Installation	Tank Farm
0600		21317		164100007		300067092		0		42712	Electrical	Tank Farm
0600		21317		162100077		300067239		0		42916	Pipe, Valves and Fittings	Tank Farm
0600		21317		162100077		300067240		0		42872	Electrical/Instrument Components	Tank Farm
0600		21317		162100077		300067241		0		42749	Pipe, Valves and Fittings—Installation	Tank Farm
0600		21317		162100077		300067242		0		42964	Instrumentation & Automation	Tank Farm
0600		21317		162100077		300067244		0		42833	Paint	Tank Farm
0600		21317		162100077		300067245		0		42794	Tools and Maintenance Equipment	Tank Farm

Exhibit A-1 – Page 3

Tankage


CoCd	Cost Ctr		AFE #		Asset		SNo.		Cap.date		Asset description	Location
0600		21317		162100077		300067246		0		42934	Equipment Rentals	Tank Farm
0600		21317		162100077		300067247		0		42747	In-House Engineering—Equipment	Tank Farm
0600		21317		0		100004558		0		20271	OIL STORAGE	Tank Farm
0600		21317		0		100004558		2		20271	OIL STORAGE	Tank Farm
0600		21317		0		100004574		0		20637	OIL STORAGE	Tank Farm
0600		21317		0		100004587		0		21002	OIL STORAGE	Tank Farm
0600		21317		0		100004604		0		21367	OIL STORAGE	Tank Farm
0600		21317		0		100004621		0		21732	OIL STORAGE	Tank Farm
0600		21317		0		100004637		0		22098	OIL STORAGE	Tank Farm
0600		21317		0		100004651		0		22463	OIL STORAGE	Tank Farm
0600		21317		0		100004665		0		22828	OIL STORAGE	Tank Farm
0600		21317		0		100004682		0		23193	OIL STORAGE	Tank Farm
0600		21317		0		100004697		0		23559	OIL STORAGE	Tank Farm
0600		21317		0		100004713		0		23924	OIL STORAGE	Tank Farm
0600		21317		0		100004725		0		24289	OIL STORAGE	Tank Farm
0600		21317		0		100004740		0		24654	OIL STORAGE	Tank Farm
0600		21317		0		100004751		0		25020	OIL STORAGE	Tank Farm
0600		21317		0		100004764		0		25385	OIL STORAGE	Tank Farm
0600		21317		0		100004777		0		25750	OIL STORAGE	Tank Farm
0600		21317		0		100004789		0		26115	OIL STORAGE	Tank Farm
0600		21317		0		100004803		0		26481	OIL STORAGE	Tank Farm
0600		21317		0		100004819		0		26846	OIL STORAGE	Tank Farm
0600		21317		0		100004834		0		27211	OIL STORAGE	Tank Farm
0600		21317		0		100004850		0		27576	OIL STORAGE	Tank Farm
0600		21317		0		100004874		0		28307	OIL STORAGE	Tank Farm
0600		21317		0		100004887		0		28672	OIL STORAGE	Tank Farm
0600		21317		0		100004903		0		29037	OIL STORAGE	Tank Farm
0600		21317		0		100004918		0		29403	OIL STORAGE	Tank Farm
0600		21317		0		100004931		0		29768	OIL STORAGE	Tank Farm
0600		21317		0		100004944		0		30133	OIL STORAGE	Tank Farm
0600		21317		0		100004957		0		30498	OIL STORAGE	Tank Farm
0600		21317		0		100004972		0		30864	OIL STORAGE	Tank Farm
0600		21317		0		100004987		0		31229	OIL STORAGE	Tank Farm
0600		21317		0		100005002		0		31594	OIL STORAGE	Tank Farm
0600		21317		0		100005016		0		31959	OIL STORAGE	Tank Farm
0600		21317		0		100005067		0		33055	OIL STORAGE	Tank Farm
0600		21317		0		100005085		0		33420	OIL STORAGE	Tank Farm
0600		21317		0		100005104		0		33786	OIL STORAGE	Tank Farm
0600		21317		0		100005123		0		34151	OIL STORAGE	Tank Farm
0600		21317		0		100005145		0		34516	OIL STORAGE	Tank Farm
0600		21317		0		100005163		0		34881	OIL STORAGE	Tank Farm
0600		21317		0		100005182		0		35247	OIL STORAGE	Tank Farm
0600		21317		0		100005199		0		35612	OIL STORAGE	Tank Farm
0600		21317		0		100005215		0		36114	OIL STORAGE	Tank Farm
0600		21317		0		100076635		0		20271	INTERCONNECT OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		002100004		100012064		0		36780	4 STEAM HEATERS FOR CRUDE OIL STORAGE TANK 3	Tank Farm
0600		21317		002100013		100013318		0		37145	CRUDE FEED SEGREGATION	Tank Farm
0600		21317		002100022		100012724		0		36993	RE-INSULATE TANK2 LINES & INSTALL STEAM HEAT TRACE	Tank Farm
0600		21317		005100035		100012257		0		36802	TANK 31 FLOOR REPLACEMENT	Tank Farm
0600		21317		005100043		100012258		0		36822	TANK 37 LEVEL GUAGE	Tank Farm
0600		21317		007100004		100012259		0		36780	TANK 3 SEAL REPLACEMENT	Tank Farm
0600		21317		007100028		100013475		0		37196	WATER-IN CRUDE MONITOR $ CONTROL VALVE	Tank Farm
0600		21317		012100018		100016514		0		37265	BULK LP OXIDATION SYSTEM	Tank Farm
0600		21317		014100003		100013698		0		37210	MODIFY (2) BUTANE/PROPANE DELUGE FIRE WATER VALVES	Tank Farm
0600		21317		015100034		100013705		0		37124	REPLACE ROOF—TANK 25	Tank Farm
0600		21317		017100003		100013710		0		36958	SECONDARY SEAL—TANK 14	Tank Farm
0600		21317		017100010		100013707		0		37055	TANK 60 SEAL REPLACEMENT	Tank Farm
0600		21317		024100016		100018838		0		37621	AUTOMATE VALVES ON PROPANE/BUTANE SYSTEM	Tank Farm
0600		21317		025100004		100018898		0		37617	FUELS MANGER—TANK LEVEL/ALARM SYSTEM—SOFTWARE	Tank Farm

Exhibit A-1 – Page 4

Tankage


CoCd	Cost Ctr		AFE #		Asset		SNo.		Cap.date		Asset description	Location
0600		21317		027100014		100017445		0		37445	TANK 27 ROOF SEAL REPLACEMENT	Tank Farm
0600		21317		035100007		100019016		0		37683	REPLACE ROOF INSULATION—TANK 34	Tank Farm
0600		21317		035100060		100036026		0		38089	TANK 11 FLOOR REPLACEMENT	Tank Farm
0600		21317		035100073		100036027		0		38096	TANK 148 FLOOR AND SEAL REPLACEMENT	Tank Farm
0600		21317		037100018		100034937		0		37973	AUTOMATE TANK 5 DEWATERING	Tank Farm
0600		21317		037100018		100035076		0		37987	AUTOMATE TANK 5 DEWATERING	Tank Farm
0600		21317		042100010		100037283		0		38596	RAIL LOADING RACK UPGRADES	Tank Farm
0600		21317		042100010		100037284		0		38596	TANK FARM FIELD PIPING	Tank Farm
0600		21317		045100007		100036276		0		38168	TANK 12 CONE ROOF AND FLOOR PLATE REPLACEMENT	Tank Farm
0600		21317		045100027		100036505		0		38264	TANK 33 FLOOR REPLACEMENT	Tank Farm
0600		21317		047100019		100037105		0		38518	DEWATERING INSTRUMENTATION—TANK 3	Tank Farm
0600		21317		047100028		100037106		0		38518	DEWATERING INSTRUMENTATION—TANK 2	Tank Farm
0600		21317		052100026		100040519		0		39448	USLD OFFSITE INFRASTRUCTURE UPGRADE—SHIPPING PUMP	Tank Farm
0600		21317		052100026		100040520		0		39448	USLD OFFSITE INFRASTRUCTURE UPGRADE—LUBRICITY SKID	Tank Farm
0600		21317		052100026		100040521		0		39448	USLD OFFSITE INFRASTRUCTURE—SHIPPING PUMP STAIRWAY	Tank Farm
0600		21317		055100014		100037451		0		38640	TANK 36 FLOOR REPLACEMENT	Tank Farm
0600		21317		055100014		100037452		0		38640	TANK 36 FLOOR REPLACEMENT—CP MONITORING SYSTEM	Tank Farm
0600		21317		062100018		100038638		0		39022	BOTTOM—TANK 35	Tank Farm
0600		21317		062100033		100038970		0		39128	TANK 9 SUCTION LINE	Tank Farm
0600		21317		077100013		100039922		0		39278	TANK 54 SAAB TANK RADAR LEVEL GAUGE	Tank Farm
0600		21317		077100018		100040969		0		39644	AGAR MOISTURE ANALYZER—TANK 3	Tank Farm
0600		21317		077100018		100040970		0		39644	SOLARTRON DENSITOMETER ANALYZER—TANK 3	Tank Farm
0600		21317		077100018		100040971		0		39644	AGAR MOISTURE ANALYZER—TANK 60	Tank Farm
0600		21317		077100018		100040972		0		39644	SOLARTRON DENSITOMETER ANALYZER—TANK 60	Tank Farm
0600		21317		077100032		100043432		0		39873	TANK 60 AUTOMATIC DEWATERING CONTROLS	Tank Farm
0600		21317		082100001		100044771		0		40188	TANK 23 MOTOR OPERATED VALVES (MOV)	Tank Farm
0600		21317		082100028		100044024		0		39946	16” CRUDE CUSTODY TRANSFER SONIC FLOW METER	Tank Farm
0600		21317		084100013		100042604		0		39767	MOBILE SAFE ACCESS TTX SYSTEM—LADDER W/ PLATFORM	Tank Farm
0600		21317		085100026		100044083		0		39962	REDUNDANT HIGH LEVEL ALARM—TANK 1	Tank Farm
0600		21317		085100026		100044084		0		39962	REDUNDANT HIGH LEVEL ALARM—TANK 60	Tank Farm
0600		21317		087100036		100047463		0		40634	CRUDE AGAR AND DENSITY ANALYZER	Tank Farm
0600		21317		087100036		100047463		1		40634	CRUDE AGAR AND DENSITY ANALYZER	Tank Farm
0600		21317		094100025		100045214		0		40219	MOV—CRUDE/BUNKER BLOCK VALVES TO WHARF	Tank Farm
0600		21317		097100011		100045670		0		40252	REDUNDANT HIGH LEVEL ALARM—TANK 2	Tank Farm
0600		21317		097100011		100045670		1		40544	REDUNDANT HIGH LEVEL ALARM—TANK 2	Tank Farm
0600		21317		097100011		100045671		0		40252	REDUNDANT HIGH LEVEL ALARM—TANK 3	Tank Farm
0600		21317		097100011		100045672		0		40252	REDUNDANT HIGH LEVEL ALARM—TANK 4	Tank Farm
0600		21317		097100011		100045673		0		40252	REDUNDANT HIGH LEVEL ALARM—TANK 5	Tank Farm

Exhibit A-1 – Page 5

Tankage


CoCd	Cost Ctr		AFE #		Asset		SNo.		Cap.date		Asset description	Location
0600		21317		097100011		100045674		0		40252	REDUNDANT HIGH LEVEL ALARM—TANK 26	Tank Farm
0600		21317		097100011		100045675		0		40252	REDUNDANT HIGH LEVEL ALARM—TANK 91	Tank Farm
0600		21317		097100011		100045676		0		40252	REDUNDANT HIGH LEVEL ALARM—TANK 114	Tank Farm
0600		21317		097100011		100045677		0		40252	REDUNDANT HIGH LEVEL ALARM—TANK 171	Tank Farm
0600		21317		112100016		100047908		0		40695	ASPHALT PLANT CRUDE RAILCAR UNLOADING FACILITY	Tank Farm
0600		21317		112100016		100047908		1		40909	ASPHALT PLANT CRUDE RAILCAR UNLOADING FACILITY	Tank Farm
0600		21317		112100041		100051108		0		41157	CROF—TANK TK-280 (INSIDE REFINERY)	Tank Farm
0600		21317		112100041		100051108		1		41275	CROF—TANK TK-280 (INSIDE REFINERY)	Tank Farm
0600		21317		112100041		100051109		0		41157	CROF—PIPE (INSIDE REFINERY)	Tank Farm
0600		21317		112100041		100051109		1		41275	CROF—PIPE (INSIDE REFINERY)	Tank Farm
0600		21317		112100041		100051109		2		41640	CROF—PIPE (INSIDE REFINERY)	Tank Farm
0600		21317		112100041		100051110		0		41157	CROF—INSTRUMENTATION (INSIDE REFINERY)	Tank Farm
0600		21317		112100041		100051110		1		41275	CROF—INSTRUMENTATION (INSIDE REFINERY)	Tank Farm
0600		21317		112100041		100051111		0		41157	CROF—CATHODIC PROTECTION (INSIDE REFINERY)	Tank Farm
0600		21317		112100041		100051111		1		41275	CROF—CATHODIC PROTECTION (INSIDE REFINERY)	Tank Farm
0600		21317		112100041		100051117		0		41157	CROF—ELECTRICAL—OSBL (INSIDE REFINERY)	Tank Farm
0600		21317		112100041		100051117		1		41275	CROF—ELECTRICAL—OSBL (INSIDE REFINERY)	Tank Farm
0600		21317		134100023		100058365		0		41904	TRAILER MOUNTED FIRE MONITOR	Tank Farm
0600		21317		142100013		100058504		0		41938	TANK 230 CONVERSION TO BUTANE SERVICE	Tank Farm
0600		21317		142100013		100058504		1		42064	TANK 230 CONVERSION TO BUTANE SERVICE	Tank Farm
0600		21317		147100005		100060118		0		42005	TANK 27 ANACORTES GASOLINE TANK MIXERS AND TAPS	Tank Farm
0600		21317		147100005		100060119		0		42005	TANK 28 ANACORTES GASOLINE TANK MIXERS AND TAPS	Tank Farm
0600		21317		147100005		100060120		0		42005	TANK 32 ANACORTES GASOLINE TANK MIXERS AND TAPS	Tank Farm
0600		21317		147100005		100060120		1		42370	TANK 32 ANACORTES GASOLINE TANK MIXERS AND TAPS	Tank Farm
0600		21317		147100005		100060121		0		42005	TANK 92 ANACORTES GASOLINE TANK MIXERS AND TAPS	Tank Farm
0600		21317		147100005		100060122		0		42005	TANK 30 ANACORTES GASOLINE TANK MIXERS AND TAPS	Tank Farm
0600		21317		147100005		100060123		0		42005	TANK 31 ANACORTES GASOLINE TANK MIXERS AND TAPS	Tank Farm
0600		21317		154100022		100071643		0		42440	PROPANE RELIEF SYSTEM	Tank Farm
0600		21317		157100009		100072114		0		42473	KINDER MORGAN CRUDE CONTAINMENT	Tank Farm
0600		21317		164100003		100072673		0		42522	TANK 38	Tank Farm
0600		21317		164100003		100072713		0		42550	TANK 37 ZONE C BUTANE STORAGE TANK 38 SAFETY IMP	Tank Farm
0600		21317		164100003		100072713		1		42736	TANK 37 ZONE C BUTANE STORAGE TANK 38 SAFETY IMP	Tank Farm
0600		21317		67100039		100060113		0		42086	TANK 1 SAP#1254807 AUTOMATE TANK 1 DEWATERING	Tank Farm
0600		21317		7W9210		100005261		0		36039	ASPHALT SALES PROJECT	Tank Farm
0600		21317		7W9210		100005262		0		36130	ASPHALT SALES PROJECT	Tank Farm
0600		21317		7Y1110		100005279		0		36039	NEW 12IN FLOATING SUCTION FOR TK8	Tank Farm
0600		21317		7Y1110		100005280		0		36130	NEW 12IN FLOATING SUCTION FOR TK8	Tank Farm

Exhibit A-1 – Page 6

Tankage


CoCd	Cost Ctr		AFE #		Asset		SNo.		Cap.date		Asset description	Location
0600		21317		982100001		100007300		0		36251	ASPHALT SALES PROJECT	Tank Farm
0600		21317		985100007		100006944		0		36280	CLEAN/REPAIR TANK 9	Tank Farm
0600		21317		992100004		100011672		0		36556	HIGH SULFUR DIESEL DYE INJECTION SYSTEM	Tank Farm
0600		21317		992100008		100011422		0		36540	DEDICATED DIESEL LINE TO WHARF	Tank Farm
0600		21317		992100020		100011673		0		36677	ASPHAULT ANTI-STRIP INJECTION	Tank Farm
0600		21317		992100022		100011428		0		36537	LOW SULFUR TO HIGH SULFUR DIESEL CROSSOVER	Tank Farm
0600		21317		994100001		100011430		0		36542	RUNDOWN LINE—TEMPERATURE INDICATORS	Tank Farm
0600		21317		995100002		100011188		0		36342	MIXER FOR TANK 29	Tank Farm
0600		21317		995100003		100011238		0		36440	TK38 RADAR LEVEL TRANSMITTER	Tank Farm
0600		21317		995100005		100011244		0		36342	CC FD TK 2-FLOOR R	Tank Farm
0600		21317		995100023		100011250		0		36434	TANK 19 SEAL REPLACEMENT	Tank Farm
0600		21317		995100024		100012256		0		36563	TANK 29 FLOOR REPLACEMENT	Tank Farm
0600		21317		995100025		100012118		0		36707	REPLACE OVERHEAD TRANSFORMER CONNECTIONS	Tank Farm
0600		21317		995100026		100012119		0		36799	REPLACE FEEDER # 242 IN TANK FARM	Tank Farm
0600		21317		997100004		100011251		0		36434	TK4 SECONDARY SEALS	Tank Farm
0600		21317		997100004		100011366		0		36526	TK4 SECONDARY SEALS	Tank Farm
0600		21317		997100006		100011242		0		36465	TK21 SECONDARY SEALS	Tank Farm
0600		21317		997100006		100011364		0		36526	TK21 SECONDARY SEALS	Tank Farm
0600		21317		997100007		100011441		0		36585	1999 SECONDARY SEALS-TANK 22	Tank Farm
0600		21338		0		100004556		0		20271	BLENDING PLANT	Blender
0600		21338		0		100004561		0		20271	CHEMICAL HANDLING	Blender
0600		21338		0		100004573		0		20637	BLENDING PLANT	Blender
0600		21338		0		100004585		0		21002	BLENDING PLANT	Blender
0600		21338		0		100004590		0		21002	CHEMICAL HANDLING	Blender
0600		21338		0		100004602		0		21367	BLENDING PLANT	Blender
0600		21338		0		100004619		0		21732	BLENDING PLANT	Blender
0600		21338		0		100004635		0		22098	BLENDING PLANT	Blender
0600		21338		0		100004649		0		22463	BLENDING PLANT	Blender
0600		21338		0		100004662		0		22828	BLENDING PLANT	Blender
0600		21338		0		100004679		0		23193	BLENDING PLANT	Blender
0600		21338		0		100004694		0		23559	BLENDING PLANT	Blender
0600		21338		0		100004700		0		23559	CHEMICAL HANDLING	Blender
0600		21338		0		100004748		0		25020	BLENDING PLANT	Blender
0600		21338		0		100004754		0		25020	CHEMICAL HANDLING	Blender
0600		21338		0		100004766		0		25385	CHEMICAL HANDLING	Blender
0600		21338		0		100004774		0		25750	BLENDING PLANT	Blender
0600		21338		0		100004801		0		26481	BLENDING PLANT	Blender
0600		21338		0		100004817		0		26846	BLENDING PLANT	Blender
0600		21338		0		100004822		0		26846	CHEMICAL HANDLING	Blender
0600		21338		0		100004847		0		27576	BLENDING PLANT	Blender
0600		21338		0		100004853		0		27576	CHEMICAL HANDLING	Blender
0600		21338		0		100004901		0		29037	BLENDING PLANT	Blender
0600		21338		0		100004929		0		29768	BLENDING PLANT	Blender
0600		21338		0		100004984		0		31229	BLENDING PLANT	Blender
0600		21338		0		100005000		0		31594	BLENDING PLANT	Blender
0600		21338		0		100005032		0		32325	BLENDING PLANT	Blender
0600		21338		0		100005051		0		32690	CHEMICAL HANDLING	Blender
0600		21338		0		100005087		0		33420	CHEMICAL HANDLING	Blender
0600		21338		0		100005101		0		33786	BLENDING PLANT	Blender
0600		21338		0		100005120		0		34151	BLENDING PLANT	Blender
0600		21338		0		100005142		0		34516	BLENDING PLANT	Blender
0600		21338		0		100005159		0		34881	BLENDING PLANT	Blender
0600		21338		0		100005178		0		35247	BLENDING PLANT	Blender
0600		21338		032100010		100036282		0		38168	ANTEK P6200S SULFUR ANALYZER	Blender
0600		21338		042100004		100037045		0		38487	REID VAPOR PRESSURE ANALYZER	Blender
0600		21338		042100004		100037047		0		38487	NEAR INFRA-RED SPECTROMETER	Blender
0600		21338		042100004		100038658		0		38718	REID VAPOR PRESSURE ANALYZER	Blender
0600		21338		042100004		100038659		0		38718	NEAR INFRA-RED SPECTROMETER	Blender
0600		21338		045100025		100036509		0		38289	CARB PROPERTIES IN BLENDER BPC	Blender

Exhibit A-1 – Page 7

Tankage


CoCd	Cost Ctr		AFE #		Asset		SNo.		Cap.date		Asset description	Location
0600		21338		062100005		100045024		0		40179	MCS GASOLINE BLENDING SYSTEM SOFTWARE	Blender
0600		21338		062100005		100045025		0		40179	(5) PERSONAL COMPUTERS—MCS GASOLINE BLENDER UPGR	Blender
0600		21338		062100005		100045028		0		40179	PROCESS CONTROL EQUIP—MCS GASOLINE BLENDING UPGR	Blender
0600		21338		075100027		100041284		0		39736	CONCRETE CONTAINMENT PAD @ CAUSTIC UNLOAD FACILITY	Blender
0600		21338		984100002		100007302		0		36373	HEATED EYE WASH STATIONS IN CHEMICAL TANK AREA (3)	Blender
0600		21338		994100004		100011431		0		36526	BLENDING—REPLACE 2400V MOTOR STARTERS	Blender

Exhibit A-1 – Page 8

Tankage

EXHIBIT A-2

Manifest Rail Rack and Trackage


CoCd	Cost Ctr		AFE #		Asset		SNo.		Cap.date		Asset description	Location
0600		21317		142100015		100072745		0		42541	WAX CRUDE TANK	ATB Unloading
0600		21317		142100015		100072746		0		42541	WAX CRUDE TANK	ATB Unloading
0600		21317		142100015		100072747		0		42541	CRUDE FEED PUMP	ATB Unloading
0600		21317		142100015		100072748		0		42541	CRUDE FEED PUMP	ATB Unloading
0600		21317		142100015		100072749		0		42541	RAILCAR CRUDE UNLOADING PUMP	ATB Unloading
0600		21317		142100015		100072750		0		42541	CONDENSATE FLASH DRUM SKID	ATB Unloading
0600		21317		142100015		100072751		0		42541	CRUDE RAILCAR RAILROAD TRACK	ATB Unloading
0600		21317		142100015		100072752		0		42541	RAILCAR UNLOADING ACCESS STRUCTURE	ATB Unloading
0600		21317		142100015		100072753		0		42541	PIPING SYSTEMS	ATB Unloading
0600		21317		142100015		100072753		1		42736	PIPING SYSTEMS	ATB Unloading
0600		21317		142100015		100072755		0		42541	ELECTRICAL SYSTEMS	ATB Unloading
0600		21317		142100015		100072756		0		42541	ELECTRIC HEAT TRACING	ATB Unloading
0600		21317		142100015		100072757		0		42541	INSTRUMENTATION & CONTROLS	ATB Unloading
0600		21382		0		100004463		0		20271	LAND IMPROVEMENTS—RAILROADS	Remaining Rail
0600		21382		0		100004492		0		26115	LAND IMPROVEMENTS—RAILROADS	Remaining Rail
0600		21382		0		100004507		0		29768	LAND IMPROVEMENTS—RAILROADS	Remaining Rail
0600		21382		0		100004509		0		30133	LAND IMPROVEMENTS—RAILROADS	Remaining Rail

Exhibit A-2 – Page 1

Manifest Rail Rack and Trackage

EXHIBIT A-3

Pipelines


CoCd	Cost Ctr		AFE #		Asset		SNo.		Cap.date		Asset description	Location
0600		21317		0		100004560		0		20271	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004576		0		20637	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004589		0		21002	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004606		0		21367	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004623		0		21732	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004639		0		22098	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004653		0		22463	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004667		0		22828	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004683		0		23193	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004699		0		23559	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004715		0		23924	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004727		0		24289	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004741		0		24654	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004779		0		25750	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004791		0		26115	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004805		0		26481	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004835		0		27211	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004852		0		27576	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004864		0		27942	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004876		0		28307	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004905		0		29037	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004933		0		29768	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004946		0		30133	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100004989		0		31229	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100005003		0		31594	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100005018		0		31959	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100005050		0		32690	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100005069		0		33055	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100005125		0		34151	OIL LINES AND CONNECTIONS	Tank Farm
0600		21317		0		100005165		0		34881	OIL LINES AND CONNECTIONS	Tank Farm


Pipeline Description		Location
12” PUL Line (F St. East Rack)		Extends to dock
12” RUL Line (F St. East Rack)		Extends to dock
12” Resid Line (F St. East Rack)		Extends to dock
12” Jet Line (F St. East Rack)		Extends to dock
16” Bunker Line (F St. East Rack)		Extends to dock
16” Crude Line (F St. East Rack)		Extends to dock
6” New Slops Line (F St. East Rack)		Extends to dock
12” Ballast (MVEC) Line (F St. East Rack)		Extends to dock
10” Diesel Line (F St. East Rack)		Extends to dock
24” Crude line at Marine Tankage
16” Crude line at Marine Tankage
8” RU 2000 (NIS) E/W Line (8th St.)		Between tank farm and truck rack
8” LS Diesel E/W Line (8th St.)		Between tank farm and truck rack
8” SU 2000 (NIS) E/W Line (8th St.)		Between tank farm and truck rack
4” Propane Sys L1209 E/W Line (8th St.)		Between tank farm and truck rack
16” CROF Crude E/W Line (8th St.)		Between tank farm and truck rack
12” Crude Line (11th St.)
16” CROF Crude Line (11th St.)
12” TK-14/15/16 Suction Line (F St. West Rack)
12” Blended Gasoline Line (F St. West Rack)
10” TK-20/21/22/32 Suction Line (F St. West Rack)

Exhibit A-3 – Page 1

Pipelines


6” Utility Line (F St. West Rack)
10” Utility Line (F St. West Rack)
12” TK-17 Suction Line (F St. West Rack)
12” TK-18 Suction Line (F St. West Rack)
12” TK-12 Suction Line (F St. West Rack)
12” TK-13/14 Suction Line (F St. West Rack)
10” TK-10 Suction Line (F St. West Rack)
10” ULSD Line (7th and F St.)
12” Diesel Recycle Line (7th and F St.)
12” Blended Gasoline Line (7th and F St.)
16” PUL to OPL Manifold		Interconnection Line
16” House Brand to OPL Manifold		Interconnection Line
16” RUL to OPL Manifold		Interconnection Line
16” Jet to OPL Manifold		Interconnection Line
16” ULSD to OPL Manifold		Interconnection Line
16” LSDL to OPL Manifold		Interconnection Line
16” Crude Pipeline from TMX Manifold		Interconnection Line

Pipelines noted in the following schematic renderings of the Anacortes Refinery.

Exhibit A-3 – Page 2

Pipelines

EXHIBIT B

Permitted Liens

Liens, claims, charges, options, encumbrances, mortgages, pledges or security interests as follows:

(a) incurred and made in the ordinary course of business in connection with worker’s compensation;

(b) that secure the performance of bids, tenders, leases, contracts (other than for the repayment of debt), statutory obligations, surety, customs and appeal bonds and other obligations of like nature, incurred as an incident to and in the ordinary course of business;

(c) imposed by law, such as carriers’, warehouseman’s, mechanics’, materialmen’s, landlords’, laborers’, suppliers’ and vendors’ liens, incurred in good faith in the ordinary course of business and that secure obligations that are not yet due or delinquent or which are being contested in good faith by appropriate proceedings as to which the TRMC has set aside on its books adequate reserves;

(d) that secure the payment of taxes, either not yet due or delinquent or being contested in good faith by appropriate legal or administrative proceedings and as to which TRMC has set aside on its books adequate reserves;

(e) zoning restrictions, easements, licenses, rights of way, declarations, reservations, provisions, covenants, conditions, waivers or restrictions on the use of property (and with respect to leasehold interests, mortgages, obligations and liens incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee);

(f) on property existing at the time such property was acquired by TRMC (provided, that they were not created in contemplation of the acquisition of such property by TRMC);

(g) created by the Operating Company; and

(h) pursuant to this Agreement, the Omnibus Agreement, the Secondment and Logistics Services Agreement, and the Contracts.

Exhibit B – Page 1

Permitted Liens

EXHIBIT C

Excluded Assets and Liabilities

Excluded Assets and Liabilities related to the Assets in general:

•

Air permits; provided , that TRMC shall take action to permit the Operating Company to operate under TRMC’s air permits applicable to the Anacortes Refinery.

Excluded Assets and Liabilities related to the Anacortes Marine Terminal:

•

Any and all inventory;

•

Any land on which the Anacortes Marine Terminal is located and any liabilities related thereto; and

•

Any working capital of TRMC and its Affiliates (other than the General Partner and the Partnership Group) related to such assets.

Excluded Assets and Liabilities related to the Tankage:

•

Any and all inventory;

•

Any land on which the Tankage is located and any liabilities related thereto;

•

Any working capital of TRMC and its Affiliates (other than the General Partner and the Partnership Group) related to such assets;

•

The utility lines, steam lines, sewer lines and certain hydrocarbon lines on the Tankage site; and

•

Electric power substation and related sheds and equipment.

Excluded Assets and Liabilities related to the Pipelines:

•

All other pipe lines in the N/S pipe way such as process “Run Down”, “Unit Charge”, and utility systems (air, steam, electrical, communication systems, fiber optic etc.);

•

West side of F-street), 4” Acid line (L-1202), 8”H2S Line (L-1201), 10” Acid Gas (L-2247),These three lines move from the west side of F-street to the east side of F-street at 11th street and turn east to General Chemical at 14th street; and

•

All other pipelines listed as “Refinery” pipeline in the schematic rendering attached to Exhibit A-3 .

Exhibit C – Page 1

Excluded Assets and Liabilities

EXHIBIT D

Bill of Sale

(See attached.)

Exhibit D – Page 1

Bill of Sale

EXHIBIT E-1 and E-2

Anacortes Storage Services Agreement and Service Order

(See attached.)

EXHIBIT E-1 and E-2 – Page 1

Anacortes Storage Services Agreement and Service Orders

EXHIBIT F-1 and F-2

Anacortes Marine Terminal Operating Agreement and Service Order

(See attached.)

Exhibit F-1 and F-2 – Page 1

Anacortes Marine Terminal Operating Agreement and Service Order

EXHIBIT G-1, G-2 and G-3

Anacortes Manifest Rail Terminalling Services Agreement and Service Orders

(See attached.)

Exhibit G-1, G-2 and G-3 – Page 1

Anacortes Manifest Rail Terminalling Services Agreement and Service Orders

EXHIBIT H-1 and H-2

Transportation Services Agreement – Anacortes Short Haul Pipelines and Service Order

(See attached.)

Exhibits H-1 and H-2 – Page 1

Transportation Services Agreement – Anacortes Short Haul Pipeliens and Service Order

Exhibit I-1, I-2 and I-3

Ground Leases

(See attached.)

Exhibit I-1, I-2 and I-3 – Page 1

Ground Leases

EXHIBIT J

Assignment

(See attached.)

Exhibit J – Page 1

Assignment

EXHIBIT K

Service Order to the Secondment and Logistics Services Agreement

(See attached.)

Exhibit K – Page 1

Service Order to the Secondment and Logistics Services Agreement

EXHIBIT L

First Amended and Restated Schedules to the Omnibus Agreement

(See attached.)

Exhibit L – Page 1

First Amended and Restated Schedules to the Omnibus Agreement

EXHIBIT M

Amendment No. 6 to the Second Amended and Restated Limited Liability Company Agreement of the General Partner

(See attached.)

Exhibit M – Page 1

Amendment No. 6 to Second Amended and Restated Limited Liability

Company Agreement of the General Partner

EXHIBIT N

10-Year Promissory Note

(See attached.)

Exhibit N – Page 1

10-Year Promissory Note

EXHIBIT O

Debt Indemnification Agreement

(See attached.)

Exhibit O – Page 1

Debt Indemnification Agreement

EXHIBIT P

Sublease Rights and Escrow Agreement

(See attached.)

Exhibit P – Page 1

Sublease Rights Agreement

EXHIBIT Q

Closing Escrow Agreement

(See attached.)

Exhibit Q – Page 1

Closing Escrow Agreement

Exhibit 3.1

AMENDMENT NO. 6 TO THE SECOND AMENDED AND RESTATED LIMITED

LIABILITY COMPANY AGREEMENT OF TESORO LOGISTICS GP, LLC

THIS AMENDMENT NO. 6 TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TESORO LOGISTICS GP, LLC (this “ Amendment No. 6 ”), is made and entered into by and among Tesoro Logistics GP, LLC, a Delaware limited liability company (the “ General Partner ”), Andeavor, a Delaware corporation (“ Andeavor ”), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company, formerly known as Tesoro Refining and Marketing Company (“ TRMC ”), and Tesoro Alaska Company LLC, a Delaware limited liability company, formerly known as Tesoro Alaska Company (“ TAC ”), effective as of November 8, 2017 (the “ Effective Date ”).

RECITALS

WHEREAS , the General Partner was formed on December 3, 2010;

WHEREAS , Andeavor, as the sole member of the General Partner, executed the Amended and Restated Limited Liability Company Agreement of the General Partner dated as of April 25, 2011, and Andeavor and TRMC amended that agreement on April 1, 2012, November 15, 2012, June 1, 2013 and December 6, 2013;

WHEREAS , the General Partner, Andeavor, TRMC and TAC executed the Second Amended and Restated Limited Liability Company Agreement of the General Partner dated as of July 1, 2014 (the “ LLC Agreement ”);

WHEREAS , the General Partner, Andeavor, TRMC and TAC executed an Amendment No. 1 to the LLC Agreement effective as of September 30, 2014, an Amendment No. 2 to the LLC Agreement effective as of November 12, 2015, an Amendment No. 3 to the LLC Agreement as of July 1, 2016, an Amendment No. 4 to the LLC Agreement as of September 16, 2016 and an Amendment No. 5 to the LLC Agreement as of November 21, 2016; and

WHEREAS , the General Partner, Andeavor, TRMC and TAC now desire to amend the LLC Agreement to revise the membership interests as of the Effective Date.

NOW, THEREFORE , in consideration of the premises, covenants and agreements contained in the LLC Agreement and this Amendment No. 6, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Amendment to Exhibit A of the LLC Agreement . Exhibit A of the LLC Agreement is hereby amended and restated in its entirety to read as set forth in Annex A to this Amendment No. 6.

Section 2. Limited Amendment . Except as expressly set forth herein, this Amendment No. 6 shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the parties hereto under the LLC Agreement, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the LLC Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

Section 3. Governing Law, Construction . This Amendment No. 6 is governed by and shall be construed in accordance with the Law of the State of Delaware. In the event of a direct conflict between the provisions of this Amendment No. 6 and any mandatory, non-waivable provision of the Act, such provision of the Act shall control.

Section 4. Capitalized Terms . Capitalized terms not otherwise defined in this Amendment No. 6 have the meanings set forth in the LLC Agreement.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment No. 6 effective as of the first date written above.


THE GENERAL PARTNER:

TESORO LOGISTICS GP, LLC

By:		/S/ STEVEN M. STERIN
		Steven M. Sterin
		President and Chief Financial Officer


MEMBERS:

ANDEAVOR

By:		/S/ GREGORY J. GOFF
		Gregory J. Goff
		President and Chief Executive Officer


TESORO ALASKA COMPANY LLC

TESORO REFINING & MARKETING COMPANY LLC

By:		/S/ GREGORY J. GOFF
		Gregory J. Goff
		President

Signature Page to Amendment No. 6 to Second Amended and Restated LLC Agreement of TLGP

ANNEX A

MEMBERS


Member	Sharing Ratio	Capital Contribution
Andeavor	2.7%	$1,000.00 plus $63 million in assets contributed on April 26, 2011 in connection with the initial public offering of Tesoro Logistics LP. 100% of the equity interests of Tesoro Alaska Pipeline Company LLC, pursuant to the Contribution, Conveyance and Assumption Agreement dated June 23, 2014
Tesoro Alaska Company LLC	14.3%	The Nikiski Assets, pursuant to the Contribution, Conveyance and Assumption Agreement dated June 23, 2014 The Kenai Tankage pursuant to the First Closing under the Contribution, Conveyance and Assumption Agreement dated July 1, 2016 The TAT Units pursuant to the Second Closing under the Contribution, Conveyance and Assumption Agreement dated July 1, 2016

Annex A to Amendment No. 6 to Second Amended and Restated LLC Agreement of TLGP

Page 1 of 2

Tesoro Refining & Marketing Company LLC

83.0%

The Amorco Wharf assets, pursuant to the Contribution, Conveyance and Assumption Agreement effective date April 1, 2012.

The Long Beach assets, pursuant to the Contribution, Conveyance and Assumption Agreement effective date September 14, 2012.

The Anacortes Rail Facility assets, pursuant to the Contribution, Conveyance, and Assumption Agreement effective date November 15, 2012.

The BP Carson assets, pursuant to the Contribution, Conveyance and Assumption Agreement dated May 17, 2013 and effective as of June 1, 2013.

The BP Carson Tranche 2 assets, pursuant to the Contribution, Conveyance and Assumption Agreement dated November 18, 2013 and effective as of December 6, 2013.

The Anacortes Assets and Martinez Assets, pursuant to the Contribution, Conveyance and Assumption Agreement dated June 23, 2014.

The Tankage, pursuant to the Contribution, Conveyance and Assumption Agreement effective as of November 12, 2015.

The Tankage and the Marine Terminal, pursuant to the Contribution, Conveyance and Assumption Agreement effective as of November 21, 2016.

The Tankage, the Manifest Rail Rack and Trackage and the Pipelines pursuant to the Contribution, Conveyance and Assumption Agreement effective as of November 8, 2017.

Annex A to Amendment No. 6 to Second Amended and Restated LLC Agreement of TLGP

Page 2 of 2

Exhibit 10.1

FIRST AMENDED AND RESTATED SCHEDULES

TO FOURTH AMENDED AND RESTATED OMNIBUS AGREEMENT

A Fourth Amended and Restated Omnibus Agreement was executed as of October 30, 2017 (the “Fourth Amended and Restated Omnibus Agreement”), among Andeavor, on behalf of itself and the other Andeavor Entities, Tesoro Refining & Marketing Company LLC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, Andeavor Logistics LP and Tesoro Logistics GP, LLC. Capitalized terms not otherwise defined in this document shall have the terms set forth in the Fourth Amended and Restated Omnibus Agreement.

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

[Signature Page Follows]

Executed as of November 8, 2017.


ANDEAVOR

By:		/S/ GREGORY J. GOFF
		Gregory J. Goff
		President and Chief Executive Officer


TESORO REFINING & MARKETING COMPANY LLC

By:		/S/ GREGORY J. GOFF
		Gregory J. Goff
		President


TESORO COMPANIES, INC.

By:		/S/ GREGORY J. GOFF
		Gregory J. Goff
		President


TESORO ALASKA COMPANY LLC

By:		/S/ GREGORY J. GOFF
		Gregory J. Goff
		President

Signature Page 1 of 2 to

First Amended and Restated Schedules to Fourth Amended and Restated Omnibus Agreement


ANDEAVOR LOGISTICS LP

By:		Tesoro Logistics GP, LLC,
		its general partner


By:		/S/ STEVEN M. STERIN
		Steven M. Sterin
		President and Chief Financial Officer


TESORO LOGISTICS GP, LLC

By:		/S/ STEVEN M. STERIN
		Steven M. Sterin
		President and Chief Financial Officer

Signature Page 2 of 2 to

First Amended and Restated Schedules to Fourth Amended and Restated Omnibus Agreement

Schedule I

Pending Environmental Litigation

For Initial Contribution Agreement listed on Schedule VII:

None.

For Amorco Contribution Agreement listed on Schedule VII:

None.

For Long Beach Contribution Agreement listed on Schedule VII:

The soil and groundwater on the southern central portion of the site near the 24-inch crude oil line have been impacted with hydrocarbons from a release from the line first observed in September 2011. The California Regional Water Quality Control Board issued an Investigative Order dated September 30, 2011 and to date all requirements of the order have been met. Additional investigative or remedial activities may be required.

For Anacortes Rail Facility Contribution Agreement listed on Schedule VII:

None.

For BP Carson Tranche 1 Contribution Agreement listed on Schedule VII:

The environmental indemnification provisions of the Carson Assets Indemnity Agreement dated as of December 6, 2013 (“ Carson Assets Indemnity Agreement ”), among the Partnership, the General Partner, Tesoro Logistics Operations LLC (the “ Operating Company ”) and TRMC, supersede in their entirety the environmental indemnification provisions of Article III of the Fourth Amended and Restated Omnibus Agreement, except as otherwise expressly provided in the Carson Assets Indemnity Agreement.

For BP Carson Tranche 2 Contribution Agreement listed on Schedule VII:

The environmental indemnification provisions of the Carson Assets Indemnity Agreement supersede in their entirety the environmental indemnification provisions of Article III of the Fourth Amended and Restated Omnibus Agreement, except as otherwise expressly provided in the Carson Assets Indemnity Agreement.

For West Coast Assets Contribution Agreement listed on Schedule VII:

None.

For 2015 Line 88 and Carson Tankage Contribution Agreement listed on Schedule VII:

None.

For 2016 Alaska Assets Contribution Agreement listed on Schedule VII:

KENAI TANKAGE: Andeavor, Tesoro Alaska, TRMC, the Partnership and the General Partner are subject to a pending consent decree with the United States Environmental Protection Agency and the Department of Justice pursuant to which injunctive relief will be ordered with respect a number of refineries (the “2016 Environmental Consent Decree”).

ANCHORAGE AND FAIRBANKS TERMINALS: Andeavor, Tesoro Alaska, TRMC, the Partnership and the General Partner are subject to the pending 2016 Environmental Consent Decree pursuant to which injunctive relief will be ordered with respect a number of refineries.

The indemnification obligations of the Andeavor Entities under Section 3.1(a) of the Fourth Amended and Restated Omnibus Agreement with regard to the 2016 Environmental Consent Decree are limited as provided in Schedule IX.

For Martinez Assets Contribution Agreement listed on Schedule VII:

Andeavor, Tesoro Alaska, TRMC, the Partnership and the General Partner are subject to the 2016 Environmental Consent Decree.

For Assets owned by WNRL on the Closing Date of the Merger Agreement and acquired by the Partnership pursuant to the Merger Agreement by virtue of its acquisition of WNRL thereunder:

The environmental indemnification provisions in Article VI of the Sponsor Equity Restructuring Agreement dated August 13, 2017 (“SERA”) between Andeavor, Andeavor Logistics LP and Tesoro Logistics GP, LLC supersede in their entirety the environmental indemnification provisions of Article III of the Fourth Amended and Restated Omnibus Agreement, other than Section 3.5(b), and shall be the exclusive provisions for all indemnification obligations relating to the subject matter of the indemnities so provided in Article VI of the SERA.

For 2017 Anacortes Assets Contribution Agreement listed on Schedule VII:

In July 2016, the US EPA and the U.S. Department of Justice announced a $425 million settlement with TRMC, including the TRMC Anacortes Refinery, in relation to violations of the Clean Air Act. The settlement (the Consent Decree) with the U.S. Department of Justice requires that the storage tanks be added to the Refinery’s LDAR program and be monitored regularly for leaks. Some valve locations are difficult to monitor and may require relocation nearer to grade. These locations have been identified and will be addressed when the tanks are taken out of service during inspections. Per the Consent Decree, the Refinery must install closed-purge, closed-loop, or closed-vent samplers at all storage tanks by 2021. According to facility representatives, there are 42 tanks left to retrofit.

The recent Consent Decree with the U.S. Department of Justice has required that the Refinery perform a BWON (Benzene Waste Operations National Emission Standards for Hazardous Air Pollutants) Audit to recalculate the Total Annual Benzene amount and the total benzene emitted under the 2 Mg per year exemption. During this process, the Refinery determined that it exceeded the 2 Mg exemption and reported the exceedance to NWCAA in the 2016 Annual Compliance Certification air operating permit.

Schedule II

Environmental Matters

For Initial Contribution Agreement set forth on Schedule VII:

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

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

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

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

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

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

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

For Amorco Contribution Agreement set forth on Schedule VII :

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

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

For Long Beach Contribution Agreement listed on Schedule VII:

1. Any environmental violation or contamination, as defined in the Long Beach Contribution Agreement, prior to the Closing Date.

2. Any anomalies in the Pipeline System that require repair as discovered by the first internal line inspection of any portion of the Pipeline System for which TRMC is notified in writing prior to the First Deadline Date.

For Anacortes Rail Facility Contribution Agreement listed on Schedule VII :

None.

For BP Carson Tranche 1 Contribution Agreement listed on Schedule VII:

For BP Carson Tranche 2 Contribution Agreement listed on Schedule VII:

For West Coast Assets Contribution Agreement listed on Schedule VII:

1. Nikiski Terminal. Subsurface soil and groundwater has not been assessed at this facility. There have been no historic releases that have prompted a soil and groundwater investigations. The area within the tank containment berms was lined with low-permeability soils in the early 1990s. The loading rack, fuel filters and piping manifolds are above concrete secondary containment.

2. Anacortes Light Ends Rail Facility and planned diesel truck rack areas. Subsurface soil and groundwater has not been assessed at this area of the Anacortes refinery. There have been no historic releases that have prompted a soil and groundwater investigation.

3. Anacortes Storage Facility . Historic tank overtopping events and tank bottom corrosion releases have impacted soil and groundwater in the shore tank area of the Anacortes refinery. Groundwater near the shore tanks is monitored for natural attenuation. Groundwater between the tanks and the nearby shoreline has not been characterized, however the hydrocarbon concentrations in this area is not expected to be a threat to human health or the environment.

4. Martinez Refinery LPG Loading Area . Past waste disposal and hydrocarbon releases have impacted areas surrounding the Martinez Refinery LPG loading rack, pad and tanks. Areas north and northeast of the rack were used for past waste disposal. There are documented intra-refinery pipeline releases in the north and western boundaries of the LPG rack concrete pad. The refinery plans to excavate and cap the nearby waste disposal area in 2017. The pipeline releases are being remediated as part of the overall Martinez refinery cleanup. Soil and groundwater directly beneath the loading rack, propane tanks and truck pad have not been sampled.

5. Tesoro Alaska Pipeline.

•

The pump station for the Tesoro Alaska Pipeline is adjacent to the Kenai Refinery Lower Tank Farm. Multiple historic tank and buried pipeline releases have impacted soil and groundwater in the area; however there are no documented releases from the pipeline pump station. The soil and groundwater surrounding the pump station is considered characterized and undergoing groundwater monitoring and treatment.

•

A pipeline release in 2001 resulted in soil, groundwater and surface water impacts in an undeveloped area of the Kenai Peninsula. The quantity of the release is not known. Soil surrounding the release was excavated and stockpiled at the Kenai Refinery while groundwater and surface water were remediated on-site. The Alaska Department of Environmental Conservation issued a No Further Action letter for this cleanup effort in 2008. There are no other known release sites on the pipeline between the Kenai Refinery and Anchorage.

•

Historic spills and releases have impacted the Anchorage #1 terminal, including past releases from the Tesoro Alaska Pipeline receiving station. Groundwater remediation monitoring is ongoing across the Anchorage #1 terminal. In addition, a soil vapor venting system is being installed to address a flame suppressant compound detected in soils near the receiving station control room.

For 2015 Line 88 and Carson Tankage Contribution Agreement listed on Schedule VII:

None

For 2016 Alaska Assets Contribution Agreement listed on Schedule VII:

KENAI TANKAGE:

Area of significant groundwater and soil impacts: (1) lower tank farm groundwater impact source area including 1988 jet fuel release and unknown light products release in area of Tank 63, (2) process unit historic releases from oily water sewer system including releases from failed grout in subsurface sewer hubs, (3) groundwater issues generally 35 to 40 feet below ground surface and groundwater impacts in three water-bearing zones below refinery and off-site and (4) possible contributor to refinery-wide groundwater impacts.

ANCHORAGE AND FAIRBANKS TERMINALS:

Pursuant to the Contribution, Conveyance and Assumption Agreement effective as of July 1, 2016 (the “ Alaska Assets Contribution Agreement ”), 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 Alaska Company LLC, a Delaware limited liability company (“ TAC ”) and Tesoro Corporation, a Delaware corporation (“ Tesoro ”), TAC contributed 100% of the limited liability company interests (the “ TAT Interests ”) in Tesoro Alaska Terminals LLC, a Delaware limited liability company (“ TAT ”), to the General Partner, the General Partner contributed 100% of the TAT Interests to the Partnership, and the Partnership contributed 100% of the TAT Interests to the Operating Company, all on the terms and conditions set forth in that contribution agreement.

Prior to the date of the Alaska Assets Contribution Agreement, TAT acquired certain assets defined as the “Anchorage and Fairbanks Terminals” in the Alaska Assets Contribution Agreement from Flint Hills Resources Alaska, LLC pursuant to an Asset Purchase Agreement, dated November 20, 2015 (the “ Flint Hills APA ”), by and between Flint Hills Resources Alaska, LLC and TAC. As described in the Flint Hills APA, the following liabilities existed at the Anchorage and Fairbanks Terminals prior to the closing of the transactions contemplated under the Flint Hills APA:

Anchorage Terminal:

Deviations reported under Anchorage Air Permit No. AQ0235TVP03, Issue Date: April 2, 2014, Effective Date: May 2, 2014.

•

Flint Hills Resources Alaska, LLC did not submit a report as required under Condition 68 based upon defects listed in Condition 6.3 discovered during the out of service inspection conducted on T-4216 during July 2014. The deviation report covering this incident is set out in the Flint Hills Resources Alaska, LLC deviation report dated January 29, 2015.

•

Flint Hills Resources Alaska, LLC did not report all emissions or operations that exceed or deviate from the requirements of its permit within 30 days of the end of the month in which the excess emission or deviation occurred. The deviation report covering this incident is set out in the Flint Hills Resources Alaska, LLC deviation report dated January 29, 2015.

•

Flint Hills Resources Alaska, LLC did not perform preventative maintenance in accordance with 40 CFR Subpart ZZZZ within 365 days of effective date on EU IDs 7, 8, and 9. The maintenance was performed 2 days after that date. The deviation report covering this incident is set out in the Flint Hills Resources Alaska, LLC deviation report dated July 30, 2014.

•

Flint Hills Resources Alaska, LLC did not report all emissions or operations that exceed or deviate from the requirements of this permit within 30 days of the end of the month in which the excess emissions or deviation occurred. The deviation report covering this incident is set out in the Flint Hills Resources Alaska, LLC deviation report dated January 29, 2015.

•

On April 10, 2014. ADEC issued Flint Hills Resources Alaska, LLC a letter of Acceptance of the Anchorage Facility Compliance Certificate, and identified 4 deviations from the air permit.

In a letter dated July 22, 2015, the ADEC indicated that the Anchorage Terminal Oil Discharge Prevention and Contingency Plan needed the additional information specified in the July 22, 2015 letter to be submitted in order for the plan renewal to be approved. On September 2, 2015, the facility submitted the requested information and is awaiting ADEC approval.

On May 15, 2015 Flint Hills Resources Alaska, LLC received a notice of failure to pay Air Quality fees relating to Air Permit No. AQ0235TVP03. Those fees were paid on June 2, 2015.

In a letter dated October 1, 2015, ADEC approved the facility’s request for a waiver of secondary containment, subject to the terms of the letter, until March 31, 2016.

On July 24, 2014 ADEC issued a letter to Flint Hills Resources Alaska, LLC advising that Flint Hills Resources Alaska, LLC is a responsible party under Alaska law for the July 22, 2014 Anchorage Facility Jet Fuel release.

On April 21, 2014, ADEC issued a letter to Flint Hills Resources Alaska, LLC advising it that Flint Hills Resources Alaska, LLC is a responsible party under Alaska law for the April 20, 2014 gasoline release.

Fairbanks Terminal:

(i)

In a letter dated May 29, 2015, ADEC detailed items that needed correction related to ADEC’s May 19, 2015 inspection of the terminal and its Oil Discharge Prevention and Contingency Plan. The facility has submitted a response to ADEC and is working with the agency to correct the identified items.

(ii)

On April 24, 2014 ADEC advised Flint Hills Resources Alaska, LLC that the Primary Response Action Contractor is no longer an ADEC approved and registered contractor. Therefore, Flint Hills Resources Alaska, LLC’s Fairbanks Facility Oil Discharge Prevention and Contingency Plan was out of compliance and needed amendment.

(iii)

Two underground storage tanks are located at the Fairbank Terminal, both of which are used to store heating oil. One underground storage tank was removed from the Purchased Site prior to Flint Hills Resources Alaska, LLC’s leasehold.

(iv)

Asbestos materials has been identified and are known to be located at the Anchorage Facility in the following locations:


*Material Type*	*Location(s)*	*EPA Category*
Gray Caulk (10% Chrysotile)	Fire Pump Room, Warehouse	Category II
Sheetrock (4% Chrysotile)	Boiler Room, Warehouse	Category II
Brown Insulation (5% Chrysotile)	Heat Exchanger Building	Category I
Window Caulk (3% Chrysotile)	Warehouse	Category II
Gray Mastic (10% Chrysotile)	Concrete Pad Near Tank 4136	Category II
Black Mastic (6% Chrysotile)	Concrete Pad Near Tank 4136	Category II
Black Mastic (17% Chrysotile)	Exchanger on West Side of Asphalt Tank Farm	Category II
Black Mastic (6% Chrysotile)	Piping located near railroad tracks on Ocean Dock Road.	Category II
Black Mastic (20% Chrysotile)	Piping on side of Tank 4263, East Tank Farm	Category II
White Insulation (60% Chrysotile)	Piping on side of Tank 4263, East Tank Farm	Category I
Mastic/Insulation (20% Chrysotile)	Top skirt of Tank 4263, East Tank Farm	Category I
Mastic (15% Chrysotile)	Sections of buried pipelines	Category II

In the Flint Hills APA, Flint Hills Resources Alaska, LLC noted that it had no knowledge of other asbestos-containing material currently located at the sites purchased by TAT. However, Flint Hills Resources Alaska, LLC noted that asbestos material has been removed in the past during renovation and/or demolition work at the purchased sites.

Flint Hills Resources Alaska, LLC stated in the Flint Hills APA that it has no knowledge of polychlorinated biphenyls (“ PCB ”) material or equipment containing PCBs existing at the purchased sites. Flint Hills Resources Alaska, LLC, however, noted that it understands that PCBs may have been present under prior lessees operations of the sites but has no direct knowledge of this.

Flint Hills Resources Alaska, LLC stated in the Flint Hills APA that it understands “disposal areas” to include areas where Hazardous Materials have been Released. See Section 3.11(h) of Seller Disclosure Schedule under the Flint Hills APA for Flint Hills Resources Alaska, LLC’s knowledge regarding disposal areas on the Purchased Sites. In addition, a significant amount of fill material was used to augment the elevation and stability of the soils beneath the Anchorage facility. This fill included debris and materials such as such as wood, metal, and concrete. Flint Hills Resources Alaska LLC stated in the Flint Hills APA that it has no knowledge that the fill material contained Hazardous Materials when it was placed on the site.

Flint Hills Resources Alaska, LLC stated in the Flint Hills APA that:

In a letter dated July 22, 2015, ADEC indicated that the Anchorage Terminal Oil Discharge Prevention and Contingency Plan needed the additional information specified in the July 22 letter to be submitted in order for the plan renewal to be approved. On September 2, 2015, the facility submitted the requested information and is awaiting ADEC approval.

Flint Hills Resources Alaska, LLC assumed all environmental liabilities known at the time the Purchased Facilities were acquired from Williams in 2004.

For Martinez Assets Contribution Agreement listed on Schedule VII:

MARTINEZ TANKAGE:

The following pending refinery notices of violation:

Notice issued April 16, 2013 by the Bay Area Air Quality Management District (“ BAAQMD ”) related to liquid discovered on internal floating roof of Tank 870;

Notice issued February 11, 2014 by BAAQMD related to a leaking PV valve on Tract 3 VRS Tank 613; and

Notice issued August 12, 2014 by BAAQMD related to a ¹ ⁄ ₂ inch gap at well sliding cover on Tank 692.

Existing soil and groundwater contamination has been identified and is being managed under existing programs and agreements by TRMC and third parties, within three (3) solid waste management units located on Tract 3 of the “Licensed Premises” (as defined in the November 21, 2016 License Agreement between TRMC and the Operating Company)Anacortes, on which the crude oil, feedstock and refined product storage tankage are situated, with such waste management units being identified as areas within red or green boundary lines on the WMU HAZARD MAP-Orientation Unit Or System Overall General Sheets, as reflected on the Golden Eagle Refinery Plat, Drawing Number 020-DA-518-001, as copy of which is shown below.

LOGO

For Assets owned by WNRL on the Closing Date of the Merger Agreement and acquired by the Partnership pursuant to the Merger Agreement by virtue of its acquisition of WNRL thereunder:

None. The environmental indemnification provisions in Article VI of the Sponsor Equity Restructuring Agreement dated August 13, 2017 (“SERA”) between Andeavor, Andeavor Logistics LP and Tesoro Logistics GP, LLC supersede in their entirety the environmental indemnification provisions of Article III of the Fourth Amended and Restated Omnibus Agreement, other than Section 3.5(b), and shall be the exclusive provisions for all indemnification obligations relating to the subject matter of the indemnities so provided in Article VI of the SERA.

For 2017 Anacortes Assets Contribution Agreement listed on Schedule VII:

The transfer piping on the wharf has not been reviewed for risk of surge. In the event of misalignment during cargo operations or accidental valve closure on vessel or shore there is a potential to overpressure the transfer piping. A surge study will be conducted and any required modifications will be undertaken.

There is a seep of oil through the north secondary containment dike for Tanks 6 and 7 and into the adjacent storm water swale. Absorbent booms are placed at intervals in the swale to contain the oil. Any oil that makes its way to the wastewater treatment facility can be managed at the flume. Additional information about the seep, as well as investigation efforts to determine the source, was provided in a memo from Pacific Groundwater Group. Investigation efforts have not yet identified the source of the seep. TRMC personnel have reported the seep to the Washington State Department of Ecology Industrial Section.

The tank containment dikes are coated with asphalt and roofing tar and the asphalt coating is deteriorating on many of the dikes, vegetation is encroaching, and some minor sloughing was noted. If not maintained, further erosion may occur to containment dikes and there are potential compliance risk related to 40 CFR 121, SPCC, and WAC 173-180-320. A tank containment dike erosion control program is in place but needs to be accelerated to mitigate erosion issues over next three years.

Certain floating roof deck fittings do not meet the requirements of Refinery MACT Subpart CC for storage tanks. According to TRMC representatives, seals/gaskets need to be replaced on 27 tanks in the Assets covered by the 2017 Anacortes Contribution Agreement.

Per the Consent Decree mentioned in Schedule 1, the Refinery must install closed-purge, closed-loop, or closed-vent samplers at all storage tanks by 2021. According to facility representatives, there are 42 tanks left to retrofit in the Assets covered by the 2017 Anacortes Contribution Agreement.

Several out-of-service assets are included in the drop, including 17 tanks, the asphalt loading rack, pipelines, the red dye shed, and lead shed areas. TRMC has indicated a total of 17 out-of-service tanks (Tanks 34, 46, 47, 48, 55, 62, 88, 89, 90, 95, 98, 99, 110, 147, 159, 232, and 249).

Propane and butane vessels were observed to potentially not have drain-away protection that is sized and configured for one-half the largest vessel. A release should be able to drain away from the vessels to prevent further releases, explosions, and fires.

Schedule III

Pending Litigation

For Initial Contribution Agreement listed on Schedule VII:

None.

For Amorco Contribution Agreement listed on Schedule VII:

None.

For Long Beach Contribution Agreement listed on Schedule VII:

None.

For Anacortes Rail Facility Contribution Agreement listed on Schedule VII:

None.

For BP Carson Tranche 1 Contribution Agreement listed on Schedule VII:

None.

For BP Carson Tranche 2 Contribution Agreement listed on Schedule VII:

None.

For West Coast Assets Contribution Agreement listed on Schedule VII:

None.

For 2015 Line 88 and Carson Tankage Contribution Agreement listed on Schedule VII:

None.

For 2016 Alaska Assets Contribution Agreement listed on Schedule VII:

KENAI TANKAGE: None.

ANCHORAGE AND FAIRBANKS TERMINALS: None.

For Martinez Assets Contribution Agreement listed on Schedule VII:

None.

For Assets owned by WNRL on the Closing Date of the Merger Agreement and acquired by the Partnership pursuant to the Merger Agreement by virtue of its acquisition of WNRL thereunder:

The Additional Indemnification provisions in Article VI of SERA supersede in their entirety the indemnification provisions of Section 3.5(a) of the Fourth Amended and Restated Omnibus Agreement, and shall be the exclusive provisions for all indemnification obligations relating to the subject matter of the indemnities so provided in of Section 3.5(a) of the Fourth Amended and Restated Omnibus Agreement.

For 2017 Anacortes Assets Contribution Agreement listed on Schedule VII:

None

Schedule IV

Section 4.1(a): General and Administrative Services

(1)	Executive management services of Andeavor employees who devote less than 50% of their business time to the business and affairs of the Partnership, including stock based compensation expense

(2)	Financial and administrative services (including, but not limited to, treasury and accounting)

(3)	Information technology services

(4)	Legal services

(5)	Health, safety and environmental services

(6)	Human resources services

Section 4.1(c)(vii): Other Reimbursable Expenses

For Initial Contribution Agreement listed on Schedule VII:

None.

For Amorco Contribution Agreement listed on Schedule VII:

None.

For Long Beach Contribution Agreement listed on Schedule VII:

None.

For Anacortes Rail Facility Contribution Agreement listed on Schedule VII:

None.

For BP Carson Tranche 1 Contribution Agreement listed on Schedule VII:

None.

For BP Carson Tranche 2 Contribution Agreement listed on Schedule VII:

None.

For West Coast Assets Contribution Agreement listed on Schedule VII:

None.

For 2015 Line 88 and Carson Tankage Contribution Agreement listed on Schedule VII:

None.

For 2016 Alaska Assets Contribution Agreement listed on Schedule VII:

KENAI TANKAGE: None.

ANCHORAGE AND FAIRBANKS TERMINALS: None.

For Martinez Assets Contribution Agreement listed on Schedule VII:

None.

For Assets owned by WNRL on the Closing Date of the Merger Agreement and acquired by the Partnership pursuant to the Merger Agreement by virtue of its acquisition of WNRL thereunder:

None.

For 2017 Anacortes Assets Contribution Agreement listed on Schedule VII:

None.

Schedule V

ROFO Assets


Asset		Owner

*Nikiski Dock and Storage Facility (Nikiski, Alaska)* A single-berth dock and storage facility located at the Kenai Refinery that includes five crude oil storage tanks with a combined capacity of approximately 930,000 barrels, ballast water treatment capability and associated pipelines, pumps and metering stations. The dock and storage facility receives crude oil from marine tankers and from local production fields via pipeline and truck, and also delivers refined products from the refinery to marine vessels.		Tesoro Alaska

*Jal NGL Terminal (Lea County, New Mexico)* A terminal that receives, stores, and ships various light hydrocarbon products or natural gas liquids (“NGLs”) via truck, rail, and pipeline. Primary storage at the Jal NGL Terminal consists of four large NGL storage caverns, with combined storage capacity of approximately 562,000 barrels, that are connected to the Enterprise Products Partners L.P. (“Enterprise”) MAPL system connecting NGL hubs at Conway, Kansas and Mt. Belvieu, Texas. Brine ponds are available on site to support product movement in and out of the storage caverns. The terminal also includes 17 storage tanks with a combined shell storage capacity of approximately 15,000 barrels, and loading and unloading capacity of up to 6,000 bpd, utilizing either a three-bay truck rack or a rail loading facility located on the Texas-New Mexico Railroad that has 16 loading spots.		Western Refining Company, LP

Schedule VI

Existing Capital and Expense Projects

For Initial Contribution Agreement listed on Schedule VII:

Expense Projects

None.

Capital Projects

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

2. That certain project AFE# 112120005 at the Mandan refinery, to update additive equipment to allow the offering of Shell additized gasoline. This project has been completed.

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

4. That certain project AFE# 104100015-M at the Mandan refinery, to update the truck rack sprinkler system. This project has been completed.

5. That certain project number AFE# 122120002 (TCM Idea# 2010113017) at the Mandan refinery, to upgrade the rack blending hydraulic system to reduce/eliminate inaccurate blends at the load rack.

6. That certain project number TCM Idea # 2011433001 at the Mandan refinery, to move the JP8 to new bay and have three bays for loading product across the rack. This project has been cancelled.

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

For Amorco Contribution Agreement listed on Schedule VII:

Expense Projects

All major expense projects that are within the scope of open Work Orders as of the applicable Closing Date.

Capital Projects

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

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

For Long Beach Contribution Agreement listed on Schedule VII:

Expense Projects

1. Any cost that may be incurred to adjust diesel fuel tank vents near light fixtures after a review is conducted and if action is deemed necessary.

2. Costs related to substantial repair or replacement project scheduled for 2012 and 2013 for the pipeline segments in the portion of the Southern California Edison right-of-way area immediately adjacent to the marine terminal to address corrosion, and include IO# 3021407 titled “SCA Wilmington Edison Reroute” and IO# 3021749 titled “SCA. Edison Reroute 24 inch, 16 inch, 14 inch”.

Capital Projects

1. That certain project related to AFE# 072104079LBT titled “UG Piping – LBT” related to underground pipeline repairs at the Terminal. In addition, any subsequent new projects to address the same specific under-ground piping issues per AFE# 072104079LBT (i.e. a second phase UG Piping project) that would occur on or before the end of year 2015.

2. That certain project related to the TCM Idea# 2012433432 AFE# 125120020 titled “LBT Berth 84a Loading Arm Replacement” which repairs or replaces the loading arms at the Terminal and any related AFE project that will occur upon final project approval to substantially repair or replace the loading arms at the Terminal.

3. That certain project related to the TCM Idea# 2012433433 AFE# 125120021 titled “LBT Berth 86 Loading Arm Replacement” which repairs or replaces the loading arms at the Terminal and any related AFE project that will occur upon final project approval to substantially repair or replace the loading arms at the Terminal.

4. Any remaining costs of those certain projects related to the leak detection on the Terminal and Terminal Pipelines which are substantially complete and include AFE# 107110002, AFE# 117110001, AFE# 117110003, AFE# 117110002, and AFE# 125120002.

For Anacortes Rail Facility Contribution Agreement listed on Schedule VII:

Expense Projects

None.

Capital Projects

Any capital costs or expenses that may be incurred for the installation of a custody transfer meter related to the AFE# 125120017 titled “CROF Custody Transfer Meter and Station”.

For BP Carson Tranche 1 Contribution Agreement listed on Schedule VII:

Expense Projects

Expenses associated with the API 653 internal inspection, the Carson Crude Terminal Tank 401 (AFE# 13E1219120001BP/WBS 19125.E012.975) scheduled to start in November 2013, including without limitation, cleaning of such Tank (including any waste removal) and any repairs to such Tank required as a result of such inspection.

Capital Projects

None.

For BP Carson Tranche 2 Contribution Agreement listed on Schedule VII:

Expense Projects

1. All 2013 and 2014 costs related to AFE# 136104215BP-M (PRISM ID 32503) for a partial replacement of Rhodia Sulfuric Acid Line 29 will be reimbursed by TRMC to cover the 2014 expenditure of $1.1 million for line neutralization, the pig run and tie-ins. Subject to confirmation with the refinery on exact outage dates, the bulk of this cost will be incurred in March and April.

2. All 2013 costs or 2013 carry-over costs related to AFE# 13E1012000002BP-M12 & 13E1012000002BP-M5 PRISM ID 32518 (under the 2013 AFE # 13E1012000002BP) for the Manual Entry Corrosion Program at Terminal 2 will be reimbursed by TRMC. All 2014 costs will be covered by the Partnership’s 2013 budget.

3. All remaining 2013 inspection and repair costs related to AFE# 13E1012000002BP-M2 (PRISM ID 32549) associated with the Marine Terminal 2 – TK 218 – API 653 Internal Inspection only (not including repairs at this point) will be reimbursed by TRMC. TRMC shall review and approve the tank repair scope and review inspection reports to prevent unnecessary upgrades or “urban renewal.”

4. All remaining 2013 inspection and repair costs related to AFE# 13E1212000001-M (PRISM ID 31418) associated with the Marine Terminal 2 – TK 205 – API 653 Internal Inspection only (not including repairs at this point) will be reimbursed by TRMC. TRMC shall review and approve the tank repair scope and review inspection reports to prevent unnecessary upgrades or “urban renewal.”

5. Remaining expenses related to AFE# 13E1179000001-M (PRISM ID 32040) to upgrade PLC systems in the LA Basin will be reimbursed by TRMC.

6. All remaining 2013 inspection and repair costs related to AFE# 13E1212000002-M (PRISM ID 31419) associated with the Marine Terminal 2 – TK 217 – API 653 Internal Inspection only (not including repairs at this point) will be reimbursed by TRMC. TRMC shall review and approve the tank repair scope and review inspection reports to prevent unnecessary upgrades or “urban renewal.”

7. All remaining expenses related to AFE# 136104222BP-M (PRISM ID 32556) associated with the Pipeline OQ Verification will be reimbursed by TRMC.

8. All remaining 2013 inspection and repair costs related to AFE# 13E1012000006-M (PRISM ID 31409) associated with the Carson Products – TK VH1 – API 653 Inspection only (not including repairs at this point) will be reimbursed by TRMC. TRMC shall review and approve the tank repair scope and review inspection reports to prevent unnecessary upgrades or “urban renewal.

Capital Projects

1. Maintenance capital expenditures related to that certain AFE# 136104194BP-M (PRISM ID 32480) at Terminal 2 to replace all fire water piping at Berths 76, 77 and 78 areas of Terminal 2 in Long Beach, CA with new piping. This project will also replace all associated valves, fixtures, monitors, and fire-fighting accessories.

2. Maintenance capital expenditures related to that certain TCM Idea# 2013434229 (PRISM ID 25829) at Terminal 2 to replace the existing bladder type foam tank with two atmospheric tanks and foam skids located at either end of the facility along with new piping to support the installation.

3. Maintenance capital expenditures related to that certain TCM Idea# 2013434243 (PRISM ID 20054) at Terminal 2 to replace the existing loading arms at T2’s Berth 77 and 78. The current parts are so old that they are no longer readily available, so in order to properly maintain this equipment to minimize down-time for repairs, these arms should be replaced with the newest models.

4. All capital expenditures related to that certain AFE# 136104077BP-M (PRISM ID 32481) for MOTEMS dock side piping upgrades at Terminal 2.

5. Maintenance capital expenditures related to that certain AFE# 145120008 (PRISM ID 32560) at Terminal 2 to replace the main 12kV electrical switchgear that experienced electrical damage due to several factors: nearing its equipment service life, component degradation, exposure to the elements. The main copper busbar component of the switchgear was recently replaced and dipped in epoxy coating. However, during the repairs, cracks on the insulation of the main horizontal operating bus were discovered. The exterior enclosure is slowly showing signs of corrosion and the glastic insulation materials are degrading.

6. Upon TRMC’s approval to complete the following projects, all capital costs incurred to connect the Los Angeles Wilmington and Carson refinery systems, as well as the crude and product pipeline systems: TCM Idea# 2013434786, AFE# 132110022-M (TCM Idea# 2013434419), TCM Idea# 2013434788, AFE# 132110023-M (TCM Idea# 2013434417), AFE# 132110025-M (TCM Idea# 2013434418), AFE# 132110030-M (TCM Idea# 2013434420), AFE# 132110031-M (TCM Idea# 2013434784), TCM Idea# 2013434785 and AFE# 132110026 (TCM Idea# 2013434137).

7. Upon TRMC’s approval to complete the project, all capital costs related to the project at Terminal 2 targeted to reduce Andeavor’s demurrage cost due to barge delivered additive alternative, under AFE# 132110024-M (TCM Idea# 2013434220).

8. All capital costs related to AFE# 131907046, the implementation of an equivalent solution using Andeavor ECC 6 MOC module, including necessary configuration changes and customization of interfaces to be completed and executed in line with other transformation projects identified as part of integrating other BP assets such as TMS5 to DTN Guardian3, Load Tracker, etc. in the Logistics area.

9. All capital costs related to AFE# 131907047. As a part of the BP Carson Tranche 1 Contribution Agreement, Andeavor acquired Maximo, i-Maintain, Maximo Mobile and Primavera. These applications are used for scheduling and managing routine maintenance tasks and planning capital projects (Primavera). These business functions will be transitioned to SAP PM (using GWOS) and a TSO instance of Primavera. This initiative should be performed in line with Maximo to SAP PM transformation project and with other logistics and refining projects.

10. All capital costs related to AFE# 131907045. This project, in conjunction with Andeavor’s acquisition of the BP Carson City Refinery, is designed to transition and successfully integrate the Southwest’s Logistics Mechanical Integrity Inspection System Information Technology assets into the Andeavor Information Technology application landscape.

For West Coast Assets Contribution Agreement listed on Schedule VII:

Expense Projects

1. Nikiski Terminal . Tesoro Alaska shall reimburse the Partnership Group for any costs or expenses incurred by the Partnership Group to reinstate water supply to the Operating Company’s Nikiski Terminal in connection with the water suppression system.

2. Anacortes Light Ends Rail Facility. TRMC shall reimburse the Partnership Group for any costs and expenses incurred by the Partnership Group:

•

to determine the adequacy of fire water at the facility;

•

with respect to any modifications needed to be made to fire water system to provide adequate fire water; and

•

for relocation of the knockout drum, if relocation is required.

3. Anacortes Storage Facility

•

TRMC shall reimburse the Partnership Group for any costs and expenses incurred by the Partnership Group to restore Tank 135 to API 653 specifications. TRMC shall be deemed to be the generator of all hazardous waste and other waste removed from Tank 135 in connection with such cleaning and restoration and shall be responsible for all obligations arising as the generator of such hazardous waste and other waste.

•

TRMC shall reimburse the Partnership Group for any costs and expenses incurred by the Partnership Group for decommissioning and repair of sewer lines for Tanks 165 and 166.

4. Martinez Light Ends Rail Facility . TRMC shall reimburse the Partnership Group for any costs and expenses incurred by the Partnership Group:

•

to determine the adequacy of fire water at the facility; and

•

with respect to any modifications needed to be made to fire water system to provide adequate fire water.

5. Martinez Clean Products Truck Rack . TRMC shall reimburse the Partnership Group for any costs and expenses incurred by the Partnership Group:

•

if required to supplement data currently available in the baseline inspections records in order to properly document corrosion, to carry out new tank corrosion inspections on Tanks 777, 778 and 890, as well as any repairs resulting from such inspections to meet API 653 standards; and

•

with respect to Tank 777, the tank berm size and tank proximity evaluation scheduled to completed by year-end 2014, as well as any required adjustments resulting therefrom.

6. Martinez Light Ends Storage . If required to supplement data currently available in the baseline inspection records in order to properly document pipe integrity, TRMC shall reimburse the Partnership Group for any costs and expenses incurred by the Partnership Group for inspections and analyses conducted to confirm baseline pipe integrity by year-end 2014, as well as any repairs arising from defects identified through such inspections.

7. Tesoro Alaska Pipeline

•

Andeavor shall reimburse the Partnership Group for any costs or expenses incurred by the Partnership Group to carry out the repairs and tests identified in the Coffman Engineers report dated May 8, 2014, including the planned hydro-test in 2015 and any resulting repairs therefrom.

•

Andeavor shall reimburse the Partnership Group for any costs or expenses incurred by the Partnership Group to carry out repairs identified pursuant to the inspection on the Tesoro Alaska Pipeline as a result of the inspection scheduled to begin June 30, 2014.

Capital Projects

Martinez Capital Projects

1. All capital costs related to AFE# 127100012—Design, procure, and install Biodiesel Blending Facility at existing Martinez Tract 3 Truck Loading Rack.

2. All capital costs related to AFE# 132100017— Martinez gasoline loading rack filtration.

3. All capital costs related to AFE# TBD regarding Fall Protection for Top Loading Tank Cars and Trucks.

4. All capital costs related to AFE# 132100017 regarding the installation of a new Tract 3 Gasoline Loading Rack Filtration System to replace the existing rental units.

5. All capital costs related to AFE# PTS 12475 regarding LPG Tank Car Loading Rack Improvements.

6. All capital costs related to AFE# TBD regarding the installation of a system to add ExxonMobil additives to gasoline at the Tr. 3 truck loading rack.

7. All capital costs related to AFE# 145110009 regarding the implementation of Tesoro Alaska Pipeline mainline delivery strainer.

Alaska Capital Projects

1. All capital costs related to AFE# 125100055—Additive reservoir tank and pumping system for the Nikiski Terminal truck loading rack.

2. All capital costs related to AFE# 125110005—Fabrication and installation of a skid-mounted clay treatment system at the Tesoro Alaska Pipeline Port of Anchorage delivery facility.

3. All capital costs related to AFE# 125110007— Provision of inline strainers upstream of the Kenai Pump station pipeline pumps and upstream of the Anchorage receiving station control valve.

4. All capital costs related to AFE# 124100034—Purchase and installation of (5) IP CCTV Cameras, and security video monitoring station for Tesoro Alaska Pipeline Anchorage control room (located at the Port of Anchorage Industrial Park), MLV 7 on Northern Lights Blvd, and the ASIG Filter Building located at Ted Stevens International Airport.

5. All capital costs related to AFE# 145110002 regarding the installation of semi-deep cathodic protection wells, a new rectifier and electrical service at the Tesoro Alaska Pipeline.

6. All capital costs related to AFE# 124100030 regarding new CCTV monitoring system at the Nikiski Terminal.

7. All capital costs related to AFE# 145120005 regarding a new cathodic protection anode bed and rectifier for the Nikiski Terminal.

For 2015 Line 88 and Carson Tankage Contribution Agreement listed on Schedule VII:

Capital Projects

TRMC shall reimburse the Partnership Group for:

1. Upon mutual consent on project scope between TRMC and the Partnership, TRMC shall reimburse the Partnership Group for all capital costs incurred for the execution of the following piping systems projects: AFE# 136104160BP (TCM Idea# 2013218160), TCM Idea# 2013212538, TCM idea# 2013212540 and TCM Idea# 2013212539. For any such projects listed above in this section 1 that are required to maintain safe operation of the Assets, the Partnership shall determine the final project scope in its sole discretion.

2. Upon mutual consent on project scope between TRMC and the Partnership, TRMC shall reimburse the Partnership Group for all capital costs incurred for the execution of the following instrumentation and control projects: AFE# 154100014 (TCM Idea# 2014217001), TCM Idea #2014217008, AFE# 136104169BP (TCM Idea# 2013218169), AFE# 136104190BP (TCM Idea# 2013218190), TCM Idea# 2013212558, and TCM Idea # 2014217023. For any such projects listed above in this section 2 that are required to maintain safe operation of the Assets, the Partnership shall determine the final project scope in its sole discretion.

3. Upon mutual consent on project scope between TRMC and the Partnership, TRMC shall reimburse the Partnership Group for all capital costs incurred for the execution of the following tank improvements: TCM Idea# 2014217135 (tk 56), TCM Idea# 2013212585 (tk 1), TCM Idea# 2014217132 (tk 90), TCM Idea# 2014217133 (tk 11), TCM Idea# 2013212575 (tk 34), TCM Idea # 2013212587 (tk 35), TCM Idea# 2013212588 (tk 10), TCM Idea# 2013212589 (tk 58), TCM Idea# 2013212592 (tk 39), TCM Idea# 2013212593 (tk 968), TCM Idea# 2013212595 (tk 60), TCM Idea# 2013212596 (tk 69), TCM Idea # 2013212597 (tk 57), TCM Idea# 2013212599 (tk 51). For any such projects listed above in this section 3 that are required to maintain safe operation of the Assets, the Partnership shall determine the final project scope in its sole discretion.

4. All capital costs related to the repair or replacement of brick structure piping supports, with the scope of repairs to be developed in 2016 and the execution of such repairs to be completed in 2017.

5. All capital costs related to the upgrade or replacement of the cathodic protection system for the tanks as identified through a cathodic protection assessment to be completed prior to year end 2016. An action plan will be developed to address recommendations identified through the assessment. The program is expected to commence in 2016 and will be executed over a 4-year period.

6. All capital costs related to the multi-phase upgrade or replacement of tank level measurement and transmitter instruments, upon mutual consent of TRMC and the Partnership of the scope for the multi-year project. Notwithstanding the foregoing, the Partnership in its

sole discretion shall determine the final scope of any element of the tank level instrument upgrade project required to maintain safe operation of the Assets. TRMC’s reimbursement to the Partnership Group for capital costs incurred during the Term to complete the tank level instrument upgrade or replacement project shall not exceed $15,000,000 in the aggregate.

Expense Projects

1. With respect to the Remaining Pipeline 88 Interest (as defined in the 2015 Line 88 and Carson Tankage Contribution Agreement listed on Schedule VII), TRMC shall reimburse the Partnership for any costs and expenses associated with curing any anomalies identified by the August 2015 in-line inspection thereof.

2. With respect to the Tankage (as defined in the 2015 Line 88 and Carson Tankage Contribution Agreement listed on Schedule VII), as well as the land on which such Tankage is located, TRMC shall reimburse the Partnership for any costs and expenses associated with any liabilities, costs and expenses that might be imposed upon the Partnership as operator of the Tankage and which relate to the environmental condition of the land on which the Tankage is located and surrounding lands, including but not limited to any government-imposed fines or remediation costs and natural resource damages, but excluding (i) any liabilities, costs and expenses that arise from any releases or discharges of hydrocarbons or other substances from the Tankage after the date hereof or (ii) any liabilities, costs and expenses that arise from negligent acts or omissions or willful misconduct of the Partnership and its agents, contractors and representatives.

3. Until the later of (i) November 12, 2020 or (ii) the completion of any repairs identified by any applicable non-invasive or external inspections that occurred prior to such date, TRMC shall reimburse the Partnership Group for any costs and expenses incurred by the Partnership Group to restore any tank included in the 2015 Line 88 and Carson Tankage Contribution Agreement listed on Schedule VII to API 653 or API 510 specifications that are identified through the Partnership Group’s non-invasive or external inspections.

4. During the term (including any extension thereof) of the Carson II Storage Services Agreement, dated as of November 12, 2015, by and among TRMC, the General Partner, the Partnership and the Operating Company (the “Carson II Storage Agreement”), TRMC shall reimburse the Partnership Group for any costs and expenses incurred by the Partnership Group to restore any tank included in the 2015 Line 88 and Carson Tankage Contribution Agreement listed on Schedule VII to API 653 or API 510 specifications, as determined by the results of the first scheduled internal inspection of any such tank after the date hereof (the “First Internal Inspection”). TRMC shall be deemed to be the generator of all hazardous waste and other waste removed from any such tanks in connection with such cleaning and restoration and shall be responsible for all obligations arising as the generator of such hazardous waste and other waste.

TRMC and the Operating Company shall mutually agree on the inspection schedule and the duration of such inspections so as to minimize disruption within the Wilmington and Carson refinery systems, with TRMC having the right to approve the final inspection schedule.

If TRMC fails to renew the Carson II Storage Services Agreement, prior to November 12, 2022, in accordance with the terms thereof, the Partnership Group may elect to accelerate API 653 or API 510 inspections prior to the expiration of the Carson II Storage Agreement.

5. Notwithstanding Sections 3 and 4 above, the parties agree that the following tanks included in the 2015 Line 88 and Carson Tankage Contribution Agreement listed on Schedule VII have been inspected, cleaned, and repaired to ensure compliance with API 653 or API 510 standards within the 24 months prior to the date of that Contribution Agreement, and are excluded from the reimbursement requirements listed above unless such actions fail to meet such compliance standards due to the negligence of TRMC:


Tank Number		Year of Last Inspection
53		2013
87		2013
41		2013
4		2013
88		2013
5		2013
24		2013
325		2013
326		2013
45		2014
65		2014
89		2014
276		2014
289		2014
303		2014
340		2014
50		2014
302		2014
138		2014
139		2014
289		2015
65		2015
969		2015
40		2015
955		2015
194		2015

For 2016 Alaska Assets Contribution Agreement listed on Schedule VII:

KENAI TANKAGE:

Capital Projects

TAC shall reimburse the Partnership Group for:

Upon mutual consent on project scope between TAC and the Partnership, TAC shall reimburse the Partnership Group for all capital costs incurred for the execution of the following instrumentation and control projects: AFE# 2012217023 (TCM Idea# 137100002), TCM Idea# 2014216018, TCM Idea# 2007002425. For any such projects listed above in this section 1 that are required to maintain safe operation of the Assets, the Partnership shall determine the final project scope in its sole discretion.

All capital costs related to the assessment and upgrade or replacement of tank level measurement and transmitter instruments, upon mutual consent of TAC and the Partnership of the scope for the multi-year project. Notwithstanding the foregoing, the Partnership in its sole discretion shall determine the final scope of any element of the tank level instrument upgrade project required to maintain safe operation of the Assets.

All capital costs related to installation of tank liners during first API 653 inspection cycle to bring each tank into conformance with Alaska Department of Environmental Conversation standards.

All capital costs related to the assessment and necessary upgrades of cathodic protection system including:

•

Additional anode ground beds

•

Additional surface distributed anodes

•

Additional amperes of cathodic protection for on-grade storage tanks

•

Under tank monitoring systems

The program is expected to commence in 2016 and will be executed over a 3-year period.

All capital costs related to internal inspection, assessment and repair of Tank 11 internal floating roof.

Expense Projects

The parties agree that Tank 37 included in the Alaska Assets Contribution Agreement listed on Schedule VII have been inspected, cleaned, and repaired to ensure compliance with API 653 or API 510 standards within the 24 months prior to the date hereof, and are excluded from the reimbursement requirements listed above unless such actions fail to meet such compliance standards due to the negligence of TAC.

Any costs or expenses related to:

•

Completion of pressure relief documentation, expected to be complete by year-end 2016.

•

Completion of area classification plans per NEC 500.4, expected to be complete by year-end 2017.

ANCHORAGE AND FAIRBANKS TERMINALS:

Capital Projects

TAC shall reimburse the Partnership Group for:

All capital costs related to:

Anchorage Terminal

•

Installation of permanent fire water pipeline supports with proper coating; expected to be complete by year-end 2017.

•

Assessment, evaluation and potential replacement of two deep anode ground beds (No. 2 and No. 5); expected to be completed within cathodic protection program by year-end 2018.

•

Installation of third tank floor on Tank 4236 with either new cathodic protection system or an El Segundo system; expected to be complete by year-end 2020.

•

Assessment and upgrades to add access platforms and roof protection to east side filter vessels; expected to be complete by year-end 2017.

Fairbanks Terminal

•

Assessment, evaluation and potential replacement of two deep anode ground beds and installation of two new rectifiers to allow ground beds to be operated independently; expected to be completed within cathodic protection program by year-end 2018.

Expense Projects

Any costs or expenses related to:

Anchorage Terminal

•

Inspection and assessment of buried product pipeline; expected to be complete by year-end 2017.

•

Assessment of manual operation of rail car sump tankage; expected to be complete by year-end 2017.

Fairbanks Terminal—Any costs or expenses related to:

•

Arc flash assessment; expected to be complete by year-end 2017.

Relief valve sizing and selection assessment; expected to be complete by year-end 2017.

For Martinez Assets Contribution Agreement listed on Schedule VII:

Capital Projects

TRMC shall reimburse the Partnership Group for:

1. Upon mutual consent on project scope between TRMC and the Partnership, TRMC shall reimburse the Partnership Group for all capital costs incurred for the execution of the following secondary containment projects identified for Tract 3 and Tract 6: AFE# 127100010 (TCM Idea# 2007000713), TCM Idea# 2012211027. In addition, TRMC shall reimburse the Partnership for any additional capital costs or expenses that are associated with the regulatory mandated validation of secondary containment volumes for the Spill Prevention Controls and Countermeasures Plan. For any such projects listed above in this section 1 that are required to maintain safe operation and compliance of the Assets, the Partnership shall determine the final project scope in its sole discretion.

2. Upon mutual consent on project scope between TRMC and the Partnership, TRMC shall reimburse the Partnership Group for all capital costs incurred for the execution of the following tank repairs, improvements and new build projects: AFE# 152100015 (TCM Idea# 2007000694), TCM Idea# 2007000701, TCM Idea# 2009001043, TCM Idea# 2012211055, TCM Idea# 2012211056, TCM Idea# 2012211080, TCM Idea# 2012211082, TCM Idea# 2013211049, TCM Idea# 2013211073, TCM Idea# 2014211011, TCM Idea# 2014211038, TCM Idea# 2014211040. For any such projects listed above in this section 2 that are required to maintain safe operation and compliance of the Assets, the Partnership shall determine the final project scope in its sole discretion.

3. Upon mutual consent on project scope between TRMC and the Partnership, TRMC shall reimburse the Partnership Group for all capital costs incurred for the execution of the Avon Warf Upgrade project (MOTEMS), AFE# 077100030 (TCM Idea# 2007001314), and the Avon Wharf Pipeline Surge Protection project, AFE # 154100001 (TCM Idea # 2012211075). In addition, TRMC shall reimburse the Partnership for any additional capital costs or expenses that are determined to be required to bring the Avon Wharf into compliance with MOTEMS at the time of the commencement of service of the replacement Wharf, but not for future MOTEMS that may be imposed after the replacement Wharf is approved and permitted for operation. For any such projects listed above in this section 3 that are required to maintain safe operation and compliance of the Assets, the Partnership shall determine the final project scope in its sole discretion.

4. Upon mutual consent on project scope between TRMC and the Partnership, TRMC shall reimburse the Partnership Group for all capital costs incurred for the execution of the following miscellaneous projects: TCM Idea# 2007001600, TCM Idea# 2014211008. For any such projects listed above in this section 4 that are required to maintain safe operation of the Assets, the Partnership shall determine the final project scope in its sole discretion.

5. All capital costs related to the replacement and associated initial permitting requirements of the Marine Vapor Control System.

6. All capital costs related to the upgrade or replacement of the cathodic protection system for the tanks as identified through a cathodic protection assessment. An action plan will be developed to address recommendations identified through the assessment. The program is expected to commence in 2017 and will be executed over a 4-year period.

7. All capital costs and expenses that may be associated with the Asset Retirement Obligations with respect to the existing Avon Wharf and its berths (but not including any future costs of demolition and retirement of the structures on the replacement Wharf now being constructed).

8. All capital costs and expenses that may be associated with the removal of abandoned pipelines in the Licensed Premises, but only to the extent that such abandoned pipelines have never been used to provide services under the Martinez Storage Services Agreement and such pipelines are then required to be removed pursuant to applicable law, regulation or governmental order.

9. All capital costs and expenses related to the Getty pipeline thermal expansion assessment and potential relocation of the pipeline above ground, per refinery inspection recommendation.

10. All capital costs and expenses related to the assessment and potential repairs to underground storm water piping.

Expense Projects

1. The parties agree that the following tanks included in the Martinez Assets Contribution Agreement listed on Schedule VII have been inspected, cleaned, and repaired to ensure compliance with API 653 or API 510 standards within the 24 months prior to the date of that Contribution Agreement, or the next scheduled tank inspection falls beyond the year 2036, and such tanks are excluded from the reimbursement requirements listed in Section 5.1(a) of this Agreement, unless such actions fail to meet such compliance standards due to the negligence of TRMC.


Tank Number
026
258
517
601
612
641
690
701
702
709
710
711

For Assets owned by Western Refining, Inc. and Western Refining Logistics LP and their subsidiaries prior to the Closing Date of the Merger Agreement and acquired by the Partnership pursuant to the Merger Agreement by virtue of its acquisition of WNRL thereunder:

None, except as provided under the SERA, which and shall be the exclusive provisions for all such matters provided in the SERA.

For 2017 Anacortes Assets Contribution Agreement listed on Schedule VII:

Capital Projects

TRMC shall reimburse the Partnership Group for:

Upon mutual consent on project scope between TRMC and the Partnership, TRMC shall reimburse the Partnership Group for all capital costs incurred for the execution of the following gasoline blending unit projects identified: TCM Idea# 2017211656, TCM Idea# 2016215025, TCM Idea# 2014215018, and TCM Idea# 2012215056. For any such projects listed above in this section 1 that are required to maintain safe operation and compliance of the Assets, the Partnership shall determine the final project scope in its sole discretion.

Upon mutual consent on project scope between TRMC and the Partnership, TRMC shall reimburse the Partnership Group for all capital costs incurred for the execution of the following tank repairs, improvements and new build projects: TCM Idea# 2015215024, TCM Idea# 2015215023, TCM Idea# 2015215020, TCM Idea# 2015215022, TCM Idea# 2015215006, TCM Idea# 2016215005, TCM Idea# 2015215008, AFE# DTKRS.0600.2017.03 (TCM Idea# 2015215017), AFE# DTKRS.0600.2017.02 (TCM Idea# 2015215018), AFE# DTKRS.0600.2017.01 (TCM Idea# 2015215010), TCM Idea# 2015215019, TCM Idea# 2015215015, TCM Idea# 2015215012, TCM Idea# 2015215026, TCM Idea# 2009005038, AFE# DTKRS.0600.2016.03 (TCM Idea# 2011215042), AFE# DTKRS.0600.2016.05 (TCM Idea# 2009005041). For any such projects listed above in this section 2 that are required to maintain safe operation and compliance of the Assets, the Partnership shall determine the final project scope in its sole discretion.

Upon mutual consent on project scope between TRMC and the Partnership, TRMC shall reimburse the Partnership Group for all capital costs incurred for the execution of the tank improvement program listed under AFE# 164100007 (TCM Idea# 2015215004). The Partnership, in its sole discretion, shall determine the final scope of the project listed above in this section 3, if required to maintain safe operation and compliance of the Assets.

Upon mutual consent on project scope between TRMC and the Partnership, TRMC shall reimburse the Partnership Group for all capital costs incurred for the execution of the following manifest rail unloading project identified: TCM Idea# 2016215023. The Partnership, in its sole discretion, shall determine the final scope of the project listed above in this section 4, if required to maintain safe operation and compliance of the Assets.

Idea# 2013215028, AFE#172100086 (TCM Idea # 2014215009). For any such projects listed above in this section 5 that are required to maintain safe operation and compliance of the Assets, the Partnership shall determine the final project scope in its sole discretion.

All capital costs related to the installation of closed-purge, closed-loop, or closed-vent samplers at all storage tanks by 2021 (per the Consent Decree mentioned in Schedule 1). According to TRMC representatives, as recorded in section 2.2.4 of ERM’s Due Diligence Summary Report (October 2017), there are 42 tanks left to retrofit in the Assets covered by the 2017 Anacortes Contribution Agreement..

Expense and/or Capital Projects

The parties agree that the following tanks included in the 2017 Anacortes Assets Contribution Agreement listed on Schedule VII have been inspected, cleaned, and repaired to ensure compliance with API 653 or API 510 standards within the 36 months prior to the date hereof and are excluded from the reimbursement requirements listed above unless such actions fail to meet such compliance standards due to the negligence of TRMC.

Tank Number

TK001

TK019

TK024

TK025

TK026

TK028

TK060

TK091

TK092

TK134

TK248

TK156

TK158

TK180

TK241 A

TK241 B

Upon mutual consent on project scope between TRMC and the Partnership, TRMC shall reimburse the Partnership Group for all expense and capital costs incurred for the execution of the following miscellaneous projects identified in the tables below.

Tank Farm Projects


		IEA)—Replace aging power poles in Tank Farm
		IEA)—Upgrade Switch Racks
		IEA)—Tank Farm Conduit


		IEA)—Replace MOV’s in the tank farm
		IEA)—Replace Coggins Conduit and wire
		IEA)—Tank Farm Grounding
		IEA)—Install electric heat tracing
		PIPE)—Upgrade steam piping in tank farm
		REF)—Sample station compliance
		IEA)—Skim oil sump level controller to P-709
		INSP)—Required inspection work on V-801
		INSP)—Required inspection work on TK-38
		REF)—Purchase tank 8 heater
		TKWK)—Roof Drains, Seal Failures
		IEA)—Back pressure regulator for C4 to storage
		INSP)—Offsite/Rack Piping RBMI Implementation – Field

Marine Terminal Projects


		REF)—Contingency boom replacement
		IEA)—Causeway Conduit
		PPXX)—Abrasive Blast and recoat wharf lines and remove asbestos conduit
		REF)—Rebuild bumpers to be prioritized by operations
		WINP)—Install stairway to access spill boats

Rail Projects


		RAIL)—Rail Maintenance & Inspection
		Rail)—Rail Track Repair

Note, the above projects in this section 2 are characterized by Program and Technical ID or Work Note shown in the Major Special Maintenance (MSM) budget of the Andeavor Anacortes Refinery. For any such projects listed above in this section 2 that are required to maintain safe operation and compliance of the Assets, the Partnership shall determine the final project scope in its sole discretion.

All additional operating expenses associated with accelerating the tank containment dike erosion control program, for the mitigation of erosion issues, over the next five years. This issue is recorded in section 2.2.2 of ERM’s Due Diligence Summary Report (October 2017) as well as section 3.2.1 of Coffman’s Mechanical Integrity Due Diligence Study (September 2017).

All costs related to the installation of independent high-high level switches, consistent with the established tank inspection and repair program. This issue is recorded in section 3.2.1 of Coffman’s Mechanical Integrity Due Diligence Study (September 2017).

All costs for any future modifications required to comply with Andeavor “Tank & Loading Rack” fire protection standard CPER-004 currently under review. This issue is recorded in section 3.4.11 of Coffman’s Mechanical Integrity Due Diligence Study (September 2017).

All costs for implementing a surge study for the wharf transfer piping and for any required modifications discovered as a result of this study. This issue is recorded in sections 2.2.1 and 6.2.1 of ERM’s Due Diligence Summary Report (October 2017).

All costs for implementing a study of the dike arrangement to the north and east sides of Tank 38, which may not adequately direct contents to the remote containment area in the event of a vessel failure, and for any required modifications discovered as a result of this study. This issue is recorded in section 3.2.2 of Coffman’s Mechanical Integrity Due Diligence Study (September 2017).

All costs for potential future expenses of investigation and mitigation work related to seep of oil through the north secondary containment dike for tanks 6 and 7. This issue is recorded in sections 6.1.1 and 6.2.3 of ERM’s Due Diligence Summary Report (October 2017).

All costs related to the installation of storage tank seals and gaskets, required by Refinery Sector Rule MACT Subpart CC, to be identified in the established compliance schedule for tank inspection and repair. This issue is recorded in section 2.2.3 of ERM’s Due Diligence Summary Report (October 2017).

10.

All costs to empty, blind-flange or air-gap any of the out-of-service tanks listed below.

Tank Number

TK034

TK046

TK047

TK048

TK055

TK062

TK088

TK089

TK090

TK095

TK098

TK099

TK110

TK147

TK159

TK232

TK249

11.

All costs for removal of out-of-service assets identified in section 6.2.8 of ERM’s Due Diligence Summary Report (October 2017). These assets include 17 tanks (shown in Section 10 above), asphalt loading rack, pipelines, red dye shed and lead shed.

12.

All costs related to the performing of an assessment of propane and butane vessel containment areas, and any resulting project expenses required, to ensure compliance with National Fire Protection Association (NFPA) fire codes. This issue is recorded in section 6.3.3 of ERM’s Due Diligence Summary Report (October 2017).

13.

All costs related to performing an initial direct assessment, and any resulting required repairs, of the Andeavor-owned segment of the underground “Kinder Morgan” crude pipeline. This issue is recorded in section 3.3.1 of Coffman’s Mechanical Integrity Due Diligence Study (September 2017).

14.

All costs related to performing an initial inspection, and any resulting required repairs, of the wharf sumps. This issue is recorded in section 3.3.5 of Coffman’s Mechanical Integrity Due Diligence Study (September 2017).

15.

All costs related to performing an initial inspection, and any resulting required repairs, of the cathodic protection (CP) systems for the aboveground storage tank bottoms, buried facility piping and marine structures. During this inspection the rectifiers will be surveyed and any rectifiers which are not Nationally Recognized Testing Laboratory (NRTL) listed per OSHA (Occupational Safety and Health Administration) and NFPA requirements will be replaced and costs will be subject for reimbursement. These issues are recorded in section 3.4.17 of Coffman’s Mechanical Integrity Due Diligence Study (September 2017).

16.

All cost of in-service inspections and evaluations of the condition of tank walls and tank floors for each of the following tanks, using accepted engineering methods for non-invasive external inspections that do not require that a tank be emptied or structurally altered, which are conducted before the earlier of (i) an API 653 inspection of such tank and (ii) November 7, 2022, up to an aggregate reimbursable cost not to exceed two million dollars for all such tanks.

Tank Number

TK003

TK005

TK006

TK008

TK011

TK013

TK015

TK017

TK018

TK021

TK022

TK027

TK030

TK032

TK033

TK035

TK036

TK037

TK038

TK113

TK114

TK142

TK148

TK230

TK247

TK054

TK056

TK138

TK160

TK157

TK221

TK222

TK223

TK224

TK225

TK226

TK227

TK228

TK229

Schedule VII

Contribution Agreements, Other Transactions and Applicable Terms

Initial Contribution Agreement

Contribution Agreement

Closing Date

First Deadline
Date

Second Deadline
Date

Andeavor
Indemnifying
Parties

Andeavor
Indemnified
Parties

Third Deadline
Date

Omnibus
Section 5.1(b)
Applies

Contribution, Conveyance and Assumption Agreement, dated as April 26, 2011, among the Partnership, the General Partner, the Operating Company, Andeavor, Tesoro Alaska, TRMC and Tesoro High Plains Pipeline Company LLC

April 26, 2011

April 26, 2013

April 26, 2016

TRMC and Tesoro Alaska

TRMC

April 26, 2021

Yes

Amorco Contribution Agreement

Contribution Agreement

Closing Date

First Deadline
Date

Second
Deadline Date

Andeavor
Indemnifying
Parties

Andeavor
Indemnified
Parties

Third Deadline
Date

Omnibus
Section 5.1(b)
Applies

Contribution, Conveyance and Assumption Agreement dated as of April 1, 2012, among the Partnership, the General Partner, the Operating Company, Tesoro and TRMC

April 1, 2012

April 1, 2014

April 1, 2017

TRMC

April 1, 2022

Yes

Long Beach Contribution Agreement

Contribution
Agreement

Closing Date

First

Deadline Date

Second

Deadline Date

Andeavor
Indemnifying
Parties

Andeavor
Indemnified
Parties

Third

Deadline Date

Omnibus
Section 5.1(b)
Applies

Contribution, Conveyance and Assumption Agreement executed as of September 14, 2012, among the Partnership, the General Partner, the Operating Company, Andeavor and TRMC

Execution Date is September 14, 2012, and various Effective Times are upon receipt of the Long Beach Approval, the CDFG Approval and the Other Approvals as set forth in the agreement, as applicable

September 14, 2014

September 14, 2017

TRMC

September 14, 2022

Yes

Anacortes Rail Facility Contribution Agreement

Contribution Agreement

Closing Date

First

Deadline Date

Second

Deadline Date

Andeavor
Indemnifying
Parties

Andeavor
Indemnified
Parties

Third

Deadline Date

Omnibus
Section 5.1(b)
Applies

Contribution, Conveyance and Assumption Agreement executed as of November 15, 2012, among the Partnership, the General Partner, the Operating Company, Andeavor and TRMC

November 15, 2012

November 15, 2014

November 15, 2017

TRMC

November 15, 2022

BP Carson Tranche 1 Contribution Agreement

Contribution Agreement

Closing Date

First Deadline
Date

Second Deadline
Date

Andeavor
Indemnifying
Parties

Andeavor
Indemnified
Parties

Third Deadline
Date

Omnibus
Section 5.1(b)
Applies

Contribution, Conveyance and Assumption Agreement executed as of May 17, 2013, among the Partnership, the General Partner, the Operating Company, Andeavor and TRMC

June 1, 2013

Not Applicable

BP Carson Tranche 2 Contribution Agreement

Contribution Agreement

Closing Date

First Deadline
Date

Second Deadline
Date

Andeavor
Indemnifying
Parties

Andeavor
Indemnified
Parties

Third Deadline
Date

Omnibus
Section 5.1(b)
Applies

Contribution, Conveyance and Assumption Agreement executed as of November 18, 2013, among the Partnership, the General Partner, the Operating Company, Andeavor, TRMC and Carson Cogeneration Company

December 6, 2013

Not Applicable

West Coast Assets Contribution Agreement

Contribution Agreement

Closing Date

First

Deadline

Date

Second

Deadline

Date

Andeavor
Indemnifying
Parties

Andeavor
Indemnified
Parties

Third

Deadline

Date

Omnibus
Section 5.1(b)
Applies

Contribution, Conveyance and Assumption Agreement executed as of June 23, 2014, among the Partnership, the General Partner, the Operating Company, Tesoro Logistics Pipelines LLC, Andeavor, TRMC and Tesoro Alaska

First Closing Date: July 1, 2014

Second Closing Date has the meaning set forth in the Contribution Agreement

The second (2 ^nd ) anniversary of the First Closing Date or the Second Closing Date, as applicable

With respect to Section 3.1(a): Not applicable

With respect to Section 3.2: The fifth (5 ^th ) anniversary of the First Closing Date or the Second Closing Date, as applicable

Andeavor, TRMC, Tesoro Alaska

The tenth (10 ^th ) anniversary of the First Closing Date or the Second Closing Date, as applicable.

Yes

2015 Line 88 and Carson Tankage Contribution Agreement

Contribution Agreement

Closing Date

First

Deadline

Date

Second

Deadline

Date

Andeavor
Indemnifying
Parties

Andeavor
Indemnified
Parties

Third

Deadline

Date

Omnibus
Section 5.1(b)
Applies

Contribution, Conveyance and Assumption Agreement effective as of November 12, 2015, among the Partnership, the General Partner, the Operating Company, Tesoro SoCal Pipeline Company LLC, Andeavor, TRMC and Carson Cogeneration Company

November 12, 2015

November 12, 2017

November 12, 2020

Andeavor, TRMC, Carson Cogen

November 12, 2025

Yes

2016 Alaska Assets Contribution Agreement

Contribution
Agreement

Closing Date

First

Deadline

Date

Second

Deadline

Date

Andeavor
Indemnifying
Parties

Andeavor
Indemnified
Parties

Third

Deadline

Date

Omnibus
Section 5.1(b)
Applies

Contribution, Conveyance and Assumption Agreement effective as of July 1, 2016, among the Partnership, the General Partner, the Operating Company, Tesoro Alaska Company LLC, and Andeavor

July 1, 2016

July 1, 2018

July 1, 2021

Tesoro Alaska Company LLC

Not applicable

July 1, 2026

Yes

KENAI TANKAGE

Contribution, Conveyance and Assumption Agreement effective as of July 1, 2016, among the Partnership, the General Partner, the Operating Company, Tesoro Alaska Company LLC, and Andeavor

September 16, 2016

September 16, 2018

September 16, 2023

Tesoro Alaska Company LLC

Not applicable

September 16, 2026

Yes

ANCHORAGE AND FAIRBANKS TERMINALS

Martinez Assets Contribution Agreement

Contribution Agreement

Closing Date

First

Deadline

Date

Second

Deadline

Date

Andeavor
Indemnifying
Parties

Andeavor
Indemnified
Parties

Third

Deadline

Date

Omnibus
Section 5.1(b)
Applies

Contribution, Conveyance and Assumption Agreement effective as of November 21, 2016, among the Partnership, the General Partner, the Operating Company, TRMC and Andeavor

November 21, 2016

November 21, 2018

November 21, 2021

TRMC

Not applicable

November 21, 2026

Yes

Pre-Merger Agreement

WNRL Assets

Closing Date

First
Deadline

Date

Second
Deadline

Date

Andeavor
Indemnifying
Parties

Andeavor
Indemnified
Parties

Third
Deadline

Date

Omnibus
Section 5.1(b)
Applies

For Assets owned by WNRL on the Closing Date of the Merger Agreement and acquired by the Partnership pursuant to the Merger Agreement by virtue of its acquisition of WNRL thereunder

October 30, 2017

Not Applicable

2017 Anacortes Assets Contribution Agreement

Contribution Agreement

Closing Date

First

Deadline

Date

Second

Deadline

Date

Andeavor
Indemnifying
Parties

Andeavor
Indemnified
Parties

Third

Deadline

Date

Omnibus
Section 5.1(b)
Applies

Contribution, Conveyance and Assumption Agreement effective as of November 8, 2017, among the Partnership, the Operating Company, TRMC and Andeavor

November 8, 2017

November 8, 2019

November 8, 2022

TRMC

Not applicable

November 8, 2027

Yes

Schedule VIII

Administrative Fee and Indemnification Deductibles

Monthly Administrative Fee

$1,083,333

Annual Environmental Deductible

$800,000

Annual ROW Deductible

$800,000

Schedule IX

Special Indemnification Provisions

For Initial Contribution Agreement listed on Schedule VII:

None.

For Amorco Contribution Agreement listed on Schedule VII :

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

For Long Beach Contribution Agreement listed on Schedule VII:

Addition to Right of Way Indemnification . As of the Closing Date for the Long Beach Contribution Agreement, TRMC shall own the leasehold rights in the “Terminal Lease” issued by the Port of Long Beach and the easements, rights of way and permits for the “Terminal Pipelines,” all as defined in the Long Beach Contribution Agreement, and the Partnership Group shall provide operational, maintenance and management services with respect to such Assets pursuant to the Long Beach Operating Agreement, as defined in the Long Beach Contribution Agreement. Title to Terminal Lease rights and the Terminal Pipelines are scheduled to be contributed to the Partnership Group at a later date, as set forth in the Long Beach Contribution Agreement. The Right of Way Indemnification set forth in Section 3.2 herein applies to the extent that a Loss arises with respect to a Partnership Group Member’s interests under the BAUTA before title to such Assets is contributed to the Partnership Group Member or with respect to a Partnership Group Member’s failure to become the owner of such valid and indefeasible easement rights or fee ownership or leasehold interests in such Assets after they are finally contributed to the Partnership Group as contemplated in the Long Beach Contribution Agreement. The Closing Date provided for in this Agreement shall be as set forth above, without regard to when title to these Assets is finally contributed to a Partnership Group Member.

For Anacortes Rail Facility Contribution Agreement listed on Schedule VII:

Notwithstanding any other provisions of (i) the Fourth Amended and Restated Omnibus Agreement, (ii) the Anacortes Track Use and Throughput Agreement among the General Partner, the Partnership, the Operating Company and TRMC, (iii) the Anacortes Mutual Track Use Agreement among the General Partner, the Partnership, the Operating Company and TRMC, and (iv) the Ground Lease between TRMC and the Operating Company, all dated as of November 15, 2012, the parties hereto agree that the indemnification provisions of any of those agreements shall control over any of the other agreements to the extent the subject matter of the indemnification is specifically referenced or provided for in that agreement. For the avoidance of doubt, the indemnification provisions of the Fourth Amended and Restated Omnibus Agreement shall be subordinate to the respective indemnification provisions of each of the other agreements referenced above.

For BP Carson Tranche 1 Contribution Agreement listed on Schedule VII:

Notwithstanding any other provisions of (i) the Fourth Amended and Restated Omnibus Agreement, (ii) the BP Carson Tranche 1 Contribution Agreement listed on Schedule VII , (iii) the Master Terminalling Services Agreement – Southern California among TRMC, the General Partner, the Partnership and the Operating Company dated as of June 1, 2013, as amended, and (iv) the Carson Storage Services Agreement among TRMC, the General Partner, the Partnership and the Operating Company dated as of June 1, 2013, the parties hereto agree that the indemnification provisions of any of those agreements shall control over any of the other agreements to the extent the subject matter of the indemnification is specifically referenced or provided for in that agreement. In the event of a conflict of provisions of any of the above-referenced agreements and the Carson Assets Indemnity Agreement, the provisions of the Carson Assets 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 the above-referenced agreements. Notwithstanding anything to the contrary in the Fourth Amended and Restated Omnibus Agreement, the indemnification provisions of Sections 3.2 and 3.5 thereof shall not apply to the Assets as defined in the BP Carson Tranche 1 Contribution Agreement listed on Schedule VII .

For BP Carson Tranche 2 Contribution Agreement listed on Schedule VII:

Notwithstanding any other provisions of (i) the Fourth Amended and Restated Omnibus Agreement, (ii) the BP Carson Tranche 2 Contribution Agreement listed on Schedule VII , (iii) the Amended and Restated Master Terminalling Services Agreement – Southern California among TRMC, the General Partner, the Partnership and the Operating Company dated as of December 6, 2013, (iv) the Long Beach Storage Services Agreement among TRMC, the General Partner, the Partnership and the Operating Company dated as of December 6, 2013, (v) the Berth 121 Operating Agreement between the Operating Company and Carson Cogeneration Company, dated as of December 6, 2013, (vi) the Terminals 2 and 3 Operating Agreement among the Partnership, the General Partner, the Operating Company and TRMC, dated as of December 6, 2013, (vii) the Amended and Restated Long Beach Berth Access Use and Throughput Agreement among the Partnership, the General Partner, the Operating Company and TRMC, dated as of December 6, 2013, (viii) the Long Beach Berth Throughput Agreement among the Partnership, the General Partner, the Operating Company, TRMC and Carson Cogeneration Company, dated as of December 6, 2013, (ix) the SoCal Transportation Services Agreement between TRMC and Tesoro SoCal Pipeline Company LLC, dated as of December 6, 2013, (x) the Long Beach Pipeline Throughput Agreement among the Partnership, the General Partner, the Operating Company and TRMC, dated as of December 6, 2013, (xi) the Carson Coke Handling Services Agreement among the Partnership, the General Partner, the Operating Company and TRMC, dated as of December 6, 2013, (xii) the Coke Barn Lease Agreement between the Operating Company and TRMC, dated as of December 6, 2013 and (xiii) the Terminals 2 and 3 Ground Lease between the Operating Company and TRMC, dated as of December 6, 2013, the parties hereto agree that the indemnification provisions of any of those agreements shall control over any of the other agreements to the extent the subject matter of the indemnification is specifically referenced or provided for in that agreement. In the event of a conflict of provisions of any of the above-referenced agreements and the Carson Assets Indemnity Agreement, the provisions of the Carson Assets 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 the above-referenced agreements.

For West Coast Assets Contribution Agreement listed on Schedule VII:

Notwithstanding any other provisions of (i) the Fourth Amended and Restated Omnibus Agreement, (ii) the Terminalling Services Agreement – Nikiski, among the General Partner, the Partnership, the Operating Company and Tesoro Alaska, (iii) the Terminalling Services Agreement – Anacortes, among the General Partner, the Partnership, the Operating Company and TRMC, (iv) the Terminalling Services Agreement – Martinez, among the General Partner, the Partnership, the Operating Company and TRMC, and (v) the Storage Services Agreement – Anacortes, the Terminalling Services Agreement – Anacortes, among the General Partner, the Partnership, the Operating Company and TRMC, the parties hereto agree that the indemnification provisions of any of those agreements shall control over any of the other agreements to the extent the subject matter of the indemnification is specifically referenced or provided for in that agreement. In the event of a conflict of provisions of any of the above-referenced agreements and the Fourth Amended and Restated Omnibus Agreement, the provisions of the Fourth Amended and Restated Omnibus 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 the above-referenced agreements.

For 2015 Line 88 and Carson Tankage Contribution Agreement listed on Schedule VII:

Other . Notwithstanding any other provisions of (i) the Fourth Amended and Restated Omnibus Agreement, (ii) the Carson II Storage Agreement, and (iii) Amendment No. 1 to the (SoCal) Transportation Services Agreement dated November 12, 2015, between TRMC and Tesoro SoCal Pipeline Company LLC, the parties hereto agree that the indemnification provisions of any of those agreements shall control over any of the other agreements to the extent the subject matter of the indemnification is specifically referenced or provided for in that agreement. In the event of a conflict of provisions of any of the above-referenced agreements and the Fourth Amended and Restated Omnibus Agreement, the provisions of the Fourth Amended and Restated Omnibus 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 the above-referenced agreements.

For 2016 Alaska Assets Contribution Agreement listed on Schedule VII:

The Partnership Group agree that, after the Effective Date, they shall not knowingly breach any covenants of TAC contained in that certain Asset Purchase Agreement dated as of November 20, 2015 by and between Flint Hills Resources Alaska, LLC and TAC (the “Flint Hills APA”) as if the Partnership Group were parties thereto instead of TAC.

Notwithstanding any other provisions of (i) the Fourth Amended and Restated Omnibus Agreement, (ii) the Kenai Storage Services Agreement, and (iii) the Alaska Terminalling Services Agreement, the parties hereto agree that the indemnification provisions of any of those agreements shall control over any of the other agreements to the extent the subject matter of the indemnification is specifically referenced or provided for in that agreement. In the event of a conflict of provisions of any of the above-referenced agreements and the Fourth Amended and Restated Omnibus Agreement, the provisions of the Fourth Amended and Restated Omnibus 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 the above-referenced agreements.

Notwithstanding any other provisions of the Fourth Amended and Restated Omnibus Agreement, the indemnification obligations of the Andeavor Entities under Section 3.1(a) of the Fourth Amended and Restated Omnibus Agreement with regard to the 2016 Environmental Consent Decree are limited to reimbursement for any capital expenditures that the Partnership Group may be required to make to comply therewith and any fines or other penalties which may be levied for any failure therewith (except to the extent such fines or other penalties are the result of the failure of the Partnership Group to comply therewith with regard to the contributed assets) and such indemnification obligations shall extend to or cover any increased ongoing operating or maintenance expenses incurred by the Partnership Group in connection with their compliance therewith.

For Martinez Assets Contribution Agreement listed on Schedule VII:

Notwithstanding any other provisions of (i) the Fourth Amended and Restated Omnibus Agreement, (ii) the Martinez Storage Services Agreement, dated as of November 21 2016, between TRMC and the Operating Company; (iii) the Avon Marine Terminal Operating Agreement, dated as of November 21 2016, between TRMC and the Operating Company; (iv) the License Agreement, dated as of November 21 2016, between TRMC and the Operating Company; and (v) the Avon Marine Terminal Sublease Agreement and the Avon Marine Terminal Use and Throughput Agreement to be entered into between TRMC and the Operating Company pursuant to Section 2.5 of the Martinez Assets Contribution Agreement, the parties hereto agree that the indemnification provisions of any of those agreements shall control over any of the other agreements to the extent the subject matter of the indemnification is specifically referenced or provided for in that agreement. In the event of a conflict of provisions of any of the above-referenced agreements and the Fourth Amended and Restated Omnibus Agreement, the provisions of the Fourth Amended and Restated Omnibus 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 the above-referenced agreements.

For Assets owned by WNRL on the Closing Date of the Merger Agreement and acquired by the Partnership pursuant to the Merger Agreement by virtue of its acquisition of WNRL thereunder:

Notwithstanding any other provisions of the Fourth Amended and Restated Omnibus Agreement, the Parties hereto agree that the indemnification provisions in Article VI of the SERA shall control and prevail over any of the provision of the Fourth Amended and Restated Omnibus Agreement, other than Section 3.5(b), and shall be the exclusive provisions for all indemnification obligations relating to the subject matter of the indemnities so provided in Article VI of the SERA.

For 2017 Anacortes Assets Contribution Agreement listed on Schedule VII:

1. Notwithstanding any other provisions of (i) the Fourth Amended and Restated Omnibus Agreement, (ii) the Anacortes Storage Services Agreement – Anacortes II, dated as of November 8, 2017, between TRMC and the Operating Company; (iii) the Anacortes Marine Terminal Operating Agreement, dated as of November 8, 2017, between TRMC and the Operating Company; (iv) the Pipeline Transportation Services Agreement – Anacortes Short Haul Pipelines dated as of November 8, 2017, between TRMC and the Operating Company, (v) the Ground Lease dated as of November 8, 2017, between TRMC and the Operating Company with respect to the real property underlying the Tankage; (vi) the Second Amendment dated as of November 8, 2017, to that certain Ground Lease between TRMC and the Operating Company relating to a portion of the Anacortes Refinery dated as of November 15, 2012, (vii) the First Amendment dated as of November 8, 2017, to that certain Ground Lease between TRMC and the Operating Company relating to a portion of the Anacortes Refinery dated as of July 1, 2014, (viii) the Sublease Rights and Escrow Agreement between TRMC and the Operating Company dated as of November 8, 2017 and (ix) the Anacortes Marine Terminal Use and Throughput Agreement to be entered into between TRMC and the Operating Company pursuant to Sublease Rights and Escrow Agreement, the Parties hereto agree that the indemnification provisions of any of those agreements shall control over any of the other agreements to the extent the subject matter of the indemnification is specifically referenced or provided for in that agreement. In the event of a conflict of provisions of any of the above-referenced agreements and the Fourth Amended and Restated Omnibus Agreement, the provisions of the Fourth Amended and Restated Omnibus 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 the above-referenced agreements.

2. The expenses reimbursable to the Partnership Group for repairs and maintenance of any aboveground storage tanks, included within the Assets conveyed, contributed or otherwise transferred pursuant to the 2017 Anacortes Contribution Agreement (“2017 Anacortes Storage Tanks”), under Section 5.1(b) of the Fourth Amended and Restated Omnibus Agreement required to bring any of the 2017 Anacortes Storage Tanks into compliance with API Standard 653 shall include the expense of any required earthwork (such as new sandbeds) to restore such storage tanks to active service; provided that such expenses shall not include any expenses for Covered Environmental Losses, which shall continue to be governed by Section 3.1 of the Fourth Amended and Restated Omnibus Agreement and the provisions of paragraph 3 below.

3. For any of the 2017 Anacortes Storage Tanks for which the first API 653 internal inspection has not been completed prior to the fifth anniversary of the applicable Closing Date, the Operating Company shall conduct a detailed review of all available inspection records or other reports applicable to such storage tanks and shall make inspections of the visible external condition of the tanks prior to such fifth anniversary of the applicable Closing Date. If such review and inspection indicates, in the reasonable judgment of the Operating Company, that there exists a reasonable concern regarding the structural integrity of any such tank, then:

(a) The Operating Company shall provide written notice of such reasonable concern to TRMC, including a detailed description of the Operating Company’s reasons for such concern;

(b) The Operating Company shall schedule the first API 653 internal inspection of any such tank at the soonest practical date; and

(c) The Identification Deadline with regard to any Covered Environmental Losses caused by any release from such tank first identified at the time of such first API 653 internal inspection of such tank shall be extended for a period of sixty (60) days following the completion of such first API 653 internal inspection of such tank.

Exhibit 10.2

STORAGE SERVICES AGREEMENT – ANACORTES II

This Storage Services Agreement – Anacortes II (this “ Agreement ”) is effective as of the Commencement Date (as defined below), by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (“ TLO ”), and for purposes of Section 24(a) only, Tesoro Logistics GP, LLC, a Delaware limited liability company (the “ General Partner ”), and Andeavor Logistics LP, a Delaware limited partnership (the “ Partnership ”), on the one hand, and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“ Customer ”), on the other hand.

RECITALS

WHEREAS , on the date hereof, Customer will contribute certain assets to the General Partner, the General Partner will contribute those assets to the Partnership and the Partnership will contribute those assets to TLO pursuant to the Contribution, Conveyance and Assumption Agreement dated as of the date hereof (the “ Contribution Agreement ”);

WHEREAS , pursuant to the Contribution Agreement, TLO is the owner of the storage facility for crude oil, refinery feedstocks, refined products and chemicals located in Anacortes, Washington, described in Schedule A (“ Storage Facility II ”), which includes without limitation the Tanks, Blending Unit, Transfer Pump House and Pipelines defined below;

WHEREAS , TLO desires to provide storage, handling, blending and other services with respect to crude oil, refinery feedstocks and refined products owned by Customer and stored at Storage Facility II;

WHEREAS, the Tanks at Storage Facility II have an aggregate Shell Capacity (as defined below) of approximately 3.9 million Barrels (as defined below);

WHEREAS, the Parties hereto entered into that certain Storage Services Agreement – Anacortes, dated July 1, 2014, with regard to different storage facilities at the Refinery other than Storage Facility II, which agreement remains in full force and effect;

WHEREAS, by virtue of its direct and indirect ownership interests in the Partnership, Customer has an economic interest in the financial and commercial success of the Partnership and its operating subsidiary, TLO; and

WHEREAS , Customer and TLO desire to enter into this Agreement to memorialize the terms of their commercial relationship related to the subject matter hereof.

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

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.

“ Andeavor ” means Andeavor, a Delaware corporation, and the parent company of Customer.

“ 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 ASTM International, formerly known as the American Society for Testing and Materials.

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

“ Blending Unit ” means the gasoline blending unit at Storage Facility II described in Schedule A.

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

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

“ Commencement Date ” means November 8, 2017.

“ Confidential Information ” means all confidential, proprietary or non-public information of a Party, whether set forth in writing, orally or in any other manner, including all non-public information and material of such Party (and of companies with which such Party has entered into confidentiality agreements) that another Party obtains knowledge of or access to, including non-public information regarding products, processes, business strategies and plans, customer lists, research and development programs, computer programs, hardware configuration information, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), trade secrets, schematics and other technical, business, marketing and product development plans, revenues, expenses, earnings projections, forecasts, strategies, and other non-public business, technological, and financial information.

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

“ 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.

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

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

“ Customer Termination Notice ” has the meaning set forth in Section 22(b).

“ Extension Period ” has the meaning set forth in Section 3.

“ First Offer Period ” has the meaning set forth in Section 21(b).

“ Force Majeure ” means events or circumstances, whether foreseeable or not, which are not reasonably within the control of TLO and which, by the exercise of due diligence, TLO is unable to prevent or overcome, that prevent performance of TLO’s obligations or limits Customer’s ability to make

effective use of the Operating Capacity of Storage Facility II, including: acts of God, strikes, lockouts or other industrial disturbances, wars, riots, fires, floods, storms, orders of Governmental Authorities, explosions, terrorist acts, breakage, accident to machinery, equipment, storage tanks or lines of pipe, and inability to obtain or unavoidable delays in obtaining material or equipment and similar events, excluding circumstances due to market conditions.

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

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

“ 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 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.

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

“ Omnibus Agreement ” means that certain Fourth Amended and Restated Omnibus Agreement, dated as of October 30, 2017, by and among Andeavor, Customer, Tesoro Companies, Inc., Tesoro Alaska Company LLC, the General Partner and the Partnership, as such agreement (and the schedules thereto) may be amended, supplemented or restated from time to time.

“ Operating Capacity ” means the effective storage capacity of a Tank, taking into account accepted engineering principles, industry standards, American Petroleum Institute guidelines and Applicable Laws, only as to Products that such Tank is capable of storing, within the requirements of applicable permit requirements and under actual conditions as they may exist at any time.

“ Operating Procedures ” has the meaning set forth in Section 14(a).

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

“ Partnership Change of Control ” means Andeavor ceases to Control the General Partner.

“ Partnership Group ” has the meaning set forth in Section 19(b).

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

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

“ Pipeline ” or “ Pipelines ” means those pipelines within Storage Facility II that connect the Tanks to one another and to the receiving and delivery flanges of Storage Facility II.

“ Product ” or “ Products ” means crude oil, refinery feedstocks, refined products, and other materials stored in the Tanks in the ordinary course of business.

“ psig ” means pound per square inch gauge.

“ Receiving Party Personnel ” has the meaning set forth in Section 28(d).

“ Refinery ” means Customer’s refinery located in Anacortes, Washington.

“ Related Agreements ” means the Transportation Services Agreement (Anacortes Short-Haul Pipelines), the Anacortes Manifest Rail Terminalling Services Agreement, and the Anacortes Marine Terminal Operating Agreement entered into between Customer and TLO concurrently herewith.

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

“ Right of First Refusal ” has the meaning set forth in Section 21(b).

“ Secondment Agreement ” shall mean the First Amended and Restated Secondment and Logistics Services Agreement dated as of October 30, 2017, as amended, and related service orders.

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

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

“ Storage Services Fee ” has the meaning set forth in Section 4(a).

“ Subcontractor Customer ” has the meaning set forth in Section 24(c).

“ Surcharge ” has the meaning set forth in Section 7(b)(i).

“ Tank Heels ” consist of the minimum quantity of Product which either (a) must remain in a Tank during all periods when the Tank is available for service to keep the Tank in regulatory compliance or (b) is necessary for physical operation of the Tank.

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

“ Term ” and “ Initial Term ” each have the meaning set forth in Section 3.

“ Terminal Service Order ” has the meaning set forth in Section 5(a).

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

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

2.	STORAGE COMMITMENT

(a) Commitment . During the Term of this Agreement and subject to the terms and conditions of this Agreement and the effective Operating Capacity of each Tank and Storage Facility II as a whole, TLO shall, as applicable, store Products tendered by Customer at Storage Facility II.

(b) Dedicated Storage . The Tanks shall be dedicated and used exclusively for the storage of Customer’s Products or Products of approved Subcontractor Customers. Customer shall be responsible for maintaining all Tank Heels required for operation of the Tanks. Tank Heels cannot be withdrawn from any Tank without prior approval of TLO.

TERM

(a) The initial term of this Agreement shall commence on the Commencement Date and shall continue through November 7, 2027 (the “ Initial Term ”); provided, however, that Customer may, at its option, extend the Initial Term for up to two (2) renewal terms of five (5) years each (each, an “ Extension Period ”) by providing written notice of its intent to TLO no less than three hundred sixty-five (365) calendar days prior to the end of the Initial Term or the then-current Extension Period.

(b) If Customer has not provided written notice of its intent to extend the Initial Term for the first Extension Period pursuant to clause (a) above, TLO may, at its option, provide written notice to Customer no less than ninety (90) days prior to the end of the Initial Term to extend the Initial Term for an additional two (2) years.

(c) The Initial Term, and any Extension Period shall be referred to herein as the “ Term .” Without limitation on the provisions of Section 21 , upon expiration of the Term the parties shall meet and use good faith efforts to reach agreement (without any obligation on the part of either party to reach such agreement) regarding a new agreement for storage services at Storage Facility II.

4.	STORAGE SERVICES FEE

(a) Customer shall pay a Monthly fee (the “ Storage Services Fee ”) to TLO to reserve, on a firm basis, all of the existing aggregate Shell Capacity of all of the Tanks in Storage Facility II and to compensate TLO for the services performed by TLO under this Agreement. Such fee shall be payable by Customer on a Monthly basis throughout the Term of this Agreement, regardless of the actual volumes of Products stored by TLO on behalf of Customer. The Parties recognize that the existing Operating Capacity of certain Tanks may be less than the Shell Capacity of such Tanks, but the Parties acknowledge and agree that the Storage Services Fee shall be set in terms of a dollar-per-Barrel per Month rate based on Shell Capacity in the applicable Terminal Service Order. The Storage Services Fee shall be calculated using the per Barrel rate set forth on the Terminal Service Orders executed effective as of the Commencement Date for the then-existing aggregate Shell Capacity of all of the Tanks in Storage Facility II. The Storage Services Fee owed for any partial Month during the Term shall be prorated in accordance with the ratio of (i) the number of days in such Month during which this Agreement is effective to (ii) the total number of days in such Month.

5.	TERMINAL SERVICE ORDERS

(a) Description . TLO and Customer shall enter into the Terminal Service Orders referred to in Section 5(b) and may enter into additional terminal service orders substantially in the form attached hereto as Exhibit 1 (each, a “ Terminal Service Order ”). Upon a request by Customer pursuant to this Agreement or as deemed necessary or appropriate by TLO in connection with the services to be delivered pursuant hereto, TLO 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 TLO and Customer.

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

(i) the Shell Capacity of each Tank;

(ii) the Storage Services Fee pursuant to Section 4;

(iii) any reimbursement pursuant to Section 7(a);

(iv) any Surcharge pursuant to Section 7(b);

(v) any modification, cleaning, or conversion of a Tank as requested by Customer pursuant to Section 8(a);

(vi) any reimbursement related to newly imposed taxes and regulations pursuant to Section 9;

(vii) any steam services pursuant to Section 15(a);

(vii) any oily water removal pursuant to Section 15(b); and

(ix) any other services that may be agreed upon by the Parties.

(c) Fee Increases . Any fees of a fixed amount set forth in this Agreement and any Terminal Service Order shall be increased on July 1 of each year of the Term, commencing on July 1, 2018, by a percentage equal to the greater of zero or the positive change, if any, in the CPI-U (All Urban Consumers) for the prior calendar year, as reported by the Bureau of Labor Statistics, and rounded to the nearest one-tenth (1/10) of one percent (1%).

(d) Conflicts . 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.

6.	CAPABILITIES OF FACILITIES

(a) Maintenance and Repair . Subject to Force Majeure and interruptions for routine repair and maintenance, consistent with customary terminal industry standards, TLO shall maintain each Tank and the Pipelines in a condition and with a capacity sufficient to store and handle a volume of Customer’s Products at least equal to the current Operating Capacity for Storage Facility II as a whole. TLO’s obligations may be temporarily suspended during the occurrence of, and for the entire duration of, a Force Majeure or other interruption of service, to the extent such Force Majeure or other interruption of service impairs TLO’s ability to perform such obligations. If for any reason, including, without limitation, a Force Majeure event, the condition of any Tanks and/or associated Pipelines is below the level necessary for TLO to store and handle a volume of Customer’s Products at least equal to the current Operating Capacity for such Tanks and/or associated Pipelines, then within a reasonable period of time thereafter, TLO shall make repairs to restore the capacity of such Tank and/or associated Pipeline(s) to ensure service at the current Operating Capacity (“ Restoration ”). Except as provided below in Section 6(b), all of such Restoration shall be at TLO’s cost and expense unless the damage creating the need for such repairs was caused by the negligence or willful misconduct of Customer, its employees, agents or customers. (If Customer directly incurs any such costs and expenses for which TLO is responsible with regard to the Tanks, TLO shall reimburse Customer for such costs and expenses.) Notwithstanding the foregoing, TLO shall schedule maintenance to minimize the opportunity cost and disruption to

Customer’s business and shall minimize the number of Tanks taken out of service during any such scheduled maintenance. Prior to January 1 of each year of the Term of this Agreement, the Parties shall mutually agree upon the maintenance plan and schedule for the Tanks for the following calendar year (e.g., prior to January 1, 2019, the Parties shall mutually agree on such plan and schedule for 2020).

(b) Capacity Resolution . In the event of the failure of TLO to maintain any Pipeline or Tank in a condition and with a capacity sufficient to store and handle a volume of Customer’s Products equal to its current Operating Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (as defined below). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity of the Tank and/or its associated Pipeline(s) which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “ Capacity Resolution ”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO’s economic considerations relating to costs of the repairs and Customer’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage of Customer’s Products at Storage Facility II, to the extent Storage Facility II has the capability of doing so, during the period before Restoration is completed. In the event that Customer’s economic considerations justify incurring additional costs to restore the Tank and/or associated Pipeline(s) in a more expedited manner than the time schedule determined in accordance with the preceding sentences, Customer may require TLO to expedite the Restoration to the extent reasonably possible, subject to Customer’s payment upon the occurrence of mutually agreed upon milestones in the Restoration process. In the event that a Tank is taken out of service or the Operating Capacity of a Tank is reduced, and the Parties agree that the Restoration of such Tank to its full Operating Capacity is not justified under the standards set forth in the preceding sentences, then the Parties shall negotiate an appropriate adjustment to the Storage Services Fee to account for the reduced Operating Capacity available for Customer’s use. In the event the Parties agree to an expedited Restoration plan in which Customer agrees to pay the Restoration costs based on milestone payments or if the Parties agree to a reduced Storage Services Fee, then neither Party shall have the right to terminate this Agreement or any applicable Terminal Service Order pursuant to Section 23 below, so long as any such Restoration is completed with due diligence.

(c) Customer’s Right To Cure . If at any time after the occurrence of (x) a Partnership Change of Control or (y) a sale of the Refinery, TLO either (i) refuses or fails to meet with Customer within the period set forth in Section 6(b), (ii) fails to agree to perform a Capacity Resolution in accordance with the standards set forth in Section 6(b), or (iii) fails to perform its obligations in compliance with the terms of a Capacity Resolution, Customer may, as its sole remedy for any breach by TLO of any of its obligations under Section 6(b), require TLO to complete a Restoration of the affected Pipeline or Tank, and the Storage Services Fee shall be reduced, as described in Section 6(b) above, to account for the reduced Operating Capacity available for Customer’s use until such Restoration is completed. Any such Restoration required under this Section 6(c) shall be completed by TLO at Customer’s cost. TLO shall use commercially reasonable efforts to continue to provide storage and throughput of Customer’s Products at the affected Tank or Pipeline while such Restoration is being completed. Any work performed by TLO pursuant to this Section 6(c) shall be performed and completed in a good and workmanlike manner consistent with applicable pipeline industry standards and in accordance with Applicable Law. Additionally, during such period after the occurrence of (x) a Partnership Change of Control or (y) a sale of the Refinery, Customer may exercise any remedies available to it under this Agreement or any Terminal Service Order (other than termination), including the right to immediately seek temporary and permanent injunctive relief for specific performance by TLO of the applicable provisions of this Agreement or any Terminal Service Order, including, without limitation, the obligation to make Restorations as described herein.

(d) Existing Contractors . TLO may continue to utilize labor, equipment, materials and supplies provided by contractors under their existing service agreements with Customer to perform work to be performed by TLO hereunder, without the requirement that such existing contracts be amended, assigned or replaced. Such contracts with Customer may continue to cover the work to be provided by TLO hereunder, as provided under Section 4(a) of the Secondment Agreement, and TLO shall be responsible for the costs and expenses of such work performed by such contractors pursuant to those provisions of the Secondment Agreement.

7.	REIMBURSEMENT; SURCHARGES

(a) Reimbursement . Customer shall reimburse TLO for all of the following: (i) the actual cost of any expenditures that TLO agrees to make upon Customer’s request, and (ii) any cleaning, degassing or other preparation of the Tanks at the expiration of this Agreement. The means of paying such reimbursement for item (i) above shall be set forth in a Terminal Service Order, and may include direct reimbursement, either before or after TLO incurs such expenditures or an additional ongoing fee to reimburse TLO for its expenditures.

(b) Surcharges .

(i) If, during the Term, any existing laws or regulations are changed or any new laws or regulations are enacted (other than with respect to taxes and those matters that are addressed in Section 9) that require TLO to make substantial and unanticipated expenditures (whether capitalized or otherwise) with respect to Storage Facility II or with respect to the services provided hereunder, TLO may, subject to the terms of this Section 7(b), impose a surcharge to increase the applicable service fee (a “ Surcharge ”) to cover Customer’s pro rata share of the cost of complying with these laws or regulations, based upon the percentage of Customer’s use of the services or facilities impacted by such new laws or regulations.

(ii) TLO shall notify Customer of any proposed Surcharge to be imposed pursuant to Section 7(b)(i) sufficient to cover the cost of any required capital projects and any ongoing increased operating costs. TLO and Customer then shall negotiate in good faith for up to thirty (30) days to mutually determine the effect of the change in law or regulation or new law or regulation, the cost thereof, and how such cost shall be amortized at an interest rate of no more than LIBOR plus six percent (LIBOR + 6%) as a Surcharge, with the understanding that TLO and Customer shall use their reasonable commercial efforts to mitigate the impact of, and comply with, these laws and regulations. Without limiting the foregoing, if expenditures requiring a Surcharge may be avoided or reduced through changes in operations, then the Parties shall negotiate in good faith to set forth the appropriate changes to Operating Capacities or other performance standards set forth in a Terminal Service Order to evidence the reduction of the amount of a Surcharge while leaving the Parties in the same relative economic position they held before the laws or regulations were changed or enacted.

(iii) In the event any Surcharge results in less than a fifteen percent (15%) increase in the applicable service fee, Customer will be assessed such Surcharge on all future invoices during the period in which such Surcharge is in effect for the applicable amortization period, and TLO shall not terminate the affected service from this Agreement.

(iv) In the event any Surcharge results in a fifteen percent (15%) or more increase in the applicable service fee, TLO shall notify Customer of the amount of the Monthly Surcharge required to reimburse TLO for its costs, plus carrying costs, together with reasonable supporting detail for the nature and amount of any such Surcharge.

(A) If within thirty (30) days of such notification provided in Section 7(b)(iv), Customer does not agree to pay such Surcharge or to reimburse TLO up front for its costs, TLO may elect to either:

(1) require Customer to pay such Surcharge, up to a fifteen percent (15%) increase in the applicable service fee; or

(2) terminate the Tank(s) or other facilities from this Agreement upon notice to Customer.

(B) TLO’s performance obligations under this Agreement shall be suspended or reduced during the above thirty (30)-day period to the extent that TLO would be obligated to make such expenditures to continue performance during such period.

(v) Following a resolution with respect to the amount and manner of payment of a Surcharge pursuant to this Section 7, the Parties shall execute an appropriate Terminal Service Order memorializing the terms of such resolution.

(vi) In lieu of paying the Surcharge in connection with any required capital project, Customer may, at its option, elect to pay the full cost of the substantial and unanticipated expenditures upon completion of a project.

8.	TANK MODIFICATION, REPAIR AND CLEANING; REMOVAL OF PRODUCT

(a) Tank Modifications . Each of the Tanks shall be used for its historical service, provided however, that Customer may request that a Tank be changed for storage of a different grade or type of Product. In such an instance, TLO shall agree to a change in such service, if the same can be accomplished in accordance with reasonable commercial standards, accepted industry and engineering guidelines, permit requirements and Applicable Law. If any such modifications, improvements, vapor recovery, cleaning, degassing, or other preparation of the tanks is performed by TLO at the request of Customer, Customer shall bear all direct costs attributable thereto, including, without limitation, the cost of removal, processing, transportation, and disposal of all waste and the cost of any taxes or mutually agreed charges TLO may be required to pay in regard to such waste (subject to subparagraph (c) below), which costs shall be set forth on the applicable Terminal Service Order. TLO may require Customer to pay all such amounts prior to commencement of any remodeling work on the Tanks, or by mutual agreement, the Parties may agree upon an increase in the Storage Services Fee to reimburse TLO for its costs of such modifications, plus a reasonable return on capital. All of such costs associated with Tank modifications shall be documented by a Terminal Service Order to be executed by the Parties.

(b) Responsibility for Fees . Should TLO take any of the Tanks out of service for regulatory requirements, repair, or maintenance, Customer shall be solely responsible for any alternative storage or Product movements as required and all third-party fees associated with such movements that are not within Storage Facility II, and Customer shall be responsible to TLO for any Storage Services Fees for any Tanks taken out of service during the period that such Tank is out of service.

(c) Removal of Product . Materials stored in or removed from any Storage Facility II shall at all times remain owned by Customer or any applicable Subcontractor Customer, and the owner of the Product shall always remain responsible for, at the owner’s sole cost, receiving custody of all of its materials to be removed from Storage Facility II, making appropriate arrangements to receive custody at Storage Facility II in a manner acceptable to TLO, and disposal of such material after custody is returned to the owner. Customer shall be responsible for any fees and costs associated with the disposal of hazardous waste (unless caused by TLO’s negligence). TLO shall have no obligations regarding disposition of such materials, other than to return custody to the owner at Storage Facility II.

9.	NEWLY IMPOSED TAXES AND REGULATIONS

Customer shall promptly reimburse TLO for any newly imposed taxes, levies, royalties, assessments, licenses, fees, charges, surcharges and sums due of any nature whatsoever (other than income taxes, gross receipt taxes and similar taxes) by any federal, state or local government or agency that TLO incurs on Customer’s behalf for the services provided by TLO under this Agreement or any applicable Terminal Service Order. If TLO is required to pay any of the foregoing, Customer shall promptly reimburse TLO in accordance with the payment terms set forth in this Agreement. Any such newly imposed taxes shall be specified in an applicable Terminal Service Order.

10.

PAYMENTS

TLO shall invoice Customer on a Monthly basis, and Customer shall pay all amounts due under this Agreement and any Terminal Service Order no later than ten (10) days after Customer’s receipt of TLO’s invoice. Any past due payments owed by Customer 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.

11.

SCHEDULING

All scheduling of delivery into and redelivery out of the Tanks shall be decided by mutual agreement of the Parties. Customer shall identify to TLO prior to the delivery of any Product to Storage Facility II, the specific Tanks to be used for receiving and storing such Product.

12.

SERVICES; VOLUME LOSSES; MEASUREMENT

(a) Services . The services provided by TLO pursuant to this Agreement or any applicable Terminal Service Order shall consist of storage, pumping, blending and trans-shipment of the Products at or through the Tanks.

(b) Measurement and Volume Loss Control Practices .

(i) TLO shall have no obligation to measure volume gains and losses. In the event third-party Products are stored at Storage Facility II, the Parties shall mutually determine the measurement and volume loss control practices for Storage Facility II.

(ii) Subject to Section 18(b), TLO shall be responsible to Customer only for Product losses and/or shortages resulting from the negligent or wrongful acts and omissions of TLO; provided that TLO shall not be responsible to Customer for any Product losses and/or shortages for which Customer is compensated by its cargo/inventory insurance carrier, including through the cargo/inventory insurance coverage required by Section 26. If Customer fails to maintain the cargo/inventory insurance coverage required by Section 26, then TLO shall also not be responsible to Customer for any Product losses and/or shortages to the extent Customer would have been compensated by its insurance carrier had Customer maintained the cargo/inventory insurance coverage required by Section 26.

(iii) Customer shall be responsible for all Product losses and/or shortages it may suffer other than those covered by Section 12(b)(ii).

(c) Pipeline Measurement . All quantities of Products received and delivered by pipeline shall be measured and determined based upon the meter readings of the pipeline operator, as reflected by delivery tickets, or if such meters are unavailable, by applicable calibration tables. All quantities shall be adjusted to net gallons at 60° F in accordance with ASTM D-1250 Petroleum Measurement Tables, or latest revisions thereof. Meters and temperature probes shall be calibrated according to applicable API standards. Customer shall have the right, at its sole expense, and in accordance with applicable procedure, to independently certify such calibration.

(d) Storage Tank Measurement . Storage Tank gauging shall be performed by TLO’s personnel. Customer may perform joint gauging at its sole expense with TLO’s personnel at the time of delivery or receipt of Product, to verify the amount involved. If Customer requests an independent gauger, such gauger must be acceptable to TLO and such gauging shall be at Customer’s sole expense.

13.

CUSTODY TRANSFER AND TITLE

TLO shall be deemed to have custody of the Products after they enter TLO’s facilities at the Refinery until such time as the Products exit TLO’s facilities at the Refinery and are delivered by TLO to Customer at the Refinery pursuant to this Agreement or pursuant to the Related Agreements. Upon re-delivery of any Product to Customer’s account, Customer shall become solely responsible for any loss, damage or injury to Person or property or the environment, arising out of transportation, possession or use of such Product after transfer of custody. Title to all of Customer’s Products received in Storage Facility II shall remain with Customer at all times. Both Parties acknowledge that this Agreement and any Terminal Service Order represent a bailment of Products by Customer to TLO and not a consignment of Products, it being understood that TLO has no authority hereunder to sell or seek purchasers for the Products of Customer. Customer hereby warrants that it shall have good title to and the right to deliver, store and receive Products pursuant to the terms of this Agreement or any applicable Terminal Service Order. Customer acknowledges that, notwithstanding anything to the contrary contained in this Agreement or in any Terminal Service Order, Customer acquires no right, title or interest in or to Storage Facility II), except the right to receive, deliver and store the Products in the Tanks. TLO shall retain control of Storage Facility II.

14.

OPERATING PROCEDURES; SERVICE INTERRUPTIONS

(a) Operating Procedures for Customer . Customer hereby agrees to strictly abide by any and all procedures established by TLO, if any (the “ Operating Procedures ”), relating to the operation and use of Storage Facility II (including the Tanks) and the Pipelines that generally apply to receipt, delivery, storage, and movement of Products at Storage Facility II. TLO shall provide Customer with a current copy of its Operating Procedures, if any, and shall provide Customer with thirty (30) days’ prior written notice of any changes to the Operating Procedures, unless a shorter implementation of such revised Operating Procedures is required by Applicable Law or emergency conditions. Customer shall have the

right to approve any material revisions to the Operating Procedures, which shall not be unreasonably withheld, prior to their becoming effective, unless otherwise required under Applicable Law or emergency conditions, and the material revisions shall be reflected in a Terminal Service Order between the Parties.

(b) Operating Procedures for TLO . TLO shall carry out the handling of the Products at Storage Facility II, the Tanks, and the Pipelines in accordance with any Operating Procedures.

(c) Service Interruptions . TLO shall use reasonable commercial efforts to minimize the interruption of service at each Tank and/or any of the associated Pipeline(s). TLO shall promptly inform Customer’s operational personnel of any anticipated partial or complete interruption of service at any Tank and/or associated Pipelines, including relevant information about the nature, extent, cause and expected duration of the interruption and the actions TLO is taking to resume full operations, provided that TLO shall not have any liability for any failure to notify, or delay in notifying, Customer of any such matters except to the extent Customer has been materially prejudiced or damaged by such failure or delay.

(d) In connection with TLO’s maintenance and operation of each Tank and/or any of the associated Pipeline(s), Customer shall grant TLO reasonable commercial use of additional designated sites at the Refinery as may be required for (i) storage of spare parts, pipes, pumps and other equipment; (ii) a laydown yard for construction activities in the event of any major repair or replacement of a Tank; or (iii) any additional commercially reasonable storage requirement. Notwithstanding the foregoing, Customer shall retain the right to designate where and when any sites can be used by TLO for such additional storage facilities and TLO’s use of such sites shall not interfere with Customer’s normal operation of the Refinery.

15.

STEAM SERVICES; REMOVAL OF OILY WATER

(a) Steam Services . Customer, at its sole cost and expense, shall provide TLO steam for Storage Facility II, measuring 1200 psig at 1500 ° F, pursuant to an applicable Terminal Service Order.

(b) Removal of Oily Water . Customer, at its sole cost and expense, shall provide TLO such services for oily water removal as may be set forth in an applicable Terminal Service Order.

16.

LIENS

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

17.

COMPLIANCE WITH LAW AND GOVERNMENT REGULATIONS

(a) Compliance With Law . None of the Products covered by this Agreement or any Terminal Service Order shall be derived from any Product 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.

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

(c) Applicable Law . The Parties are entering into this Agreement and any Terminal Service Order in reliance upon and shall fully comply with all Applicable Law which directly or indirectly affects the Products hereunder, or any receipt, throughput delivery, transportation, handling or storage of Products hereunder or the ownership, operation or condition of Storage Facility II. Each Party shall be responsible for compliance with all Applicable Laws associated with such Party’s respective performance hereunder and the operation of such Party’s facilities. In the event any action or obligation imposed upon a Party under this Agreement and any Terminal Service Order shall at any time be in conflict with any requirement of Applicable Law, then this Agreement and any Terminal Service Order, 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 and any Terminal Service Order shall remain effective.

(d) New Or Changed Applicable Law . If during the Term, any new Applicable Law becomes effective or any existing Applicable Law or its interpretation is materially changed, which change is not addressed by another provision of this Agreement or any Terminal Service Order and which has a material adverse economic impact upon a Party, then either Party, acting in good faith, shall have the option to request renegotiation of the relevant provisions of this Agreement or any Terminal Service Order with respect to future performance. The Parties shall then meet and negotiate in good faith amendments to this Agreement or to 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.

18.

LIMITATION ON LIABILITY; WARRANTIES

(a) No Special 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, 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.

(b) Claims and Liability for Lost Product . TLO shall not be liable to Customer for lost or damaged Product unless Customer notifies TLO in writing within ninety (90) days of the report of any incident or the date Customer learns of any such loss or damage to the Product. TLO’s maximum liability to Customer for any lost or damaged Product shall be limited to (i) the lesser of (1) 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 (2) the actual cost paid for the Product by Customer (copies of Customer’s invoices of cost paid must be provided), less (ii) the salvage value, if any, of the damaged Product.

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

19.

INDEMNIFICATION

(a) TLO Indemnities . Notwithstanding anything else contained in this Agreement or any Terminal Service Order, TLO shall release, defend, protect, indemnify, and hold harmless Customer, its carriers, and each of its and their respective affiliates, officers, directors, employees, agents, contractors, successors, and assigns (excluding any member of the Partnership Group) (collectively the “ Customer Group ”), from and against any and all demands, claims (including third-party claims), losses, costs, suits, or causes of action (including, but not limited to, any judgments, losses, liabilities, fines, penalties, expenses, interest, reasonable legal fees, costs of suit, and damages, whether in law or equity and whether in contract, tort, or otherwise) for or relating to (i) personal or bodily injury to, or death of the employees of Customer, TLO or the General Partner, and, as applicable, their carriers, customers, representatives, and agents, (ii) loss of or damage to any property, products, material, and/or equipment belonging to Customer, TLO and, as applicable, their carriers, customers, representatives, and agents, and each of their respective affiliates, contractors, and subcontractors (except for those volume losses of Products provided for herein), (iii) loss of or damage to any other property, products, material, and/or equipment of any other description (except for those volume losses of Products provided for herein), and/or personal or bodily injury to, or death of any other Person or Persons; and with respect to clauses (i) through (iii) above, which is caused by or resulting in whole or in part from the negligent or wrongful acts or omissions of TLO or the General Partner in connection with the ownership or operation of the Pipelines or Storage Facility II and the services provided hereunder, and, as applicable, their carriers, customers (other than Customer), representatives, and agents, or those of their respective employees with respect to such matters, and (iv) any losses incurred by the Customer Group due to violations of this Agreement or any Terminal Service Order by TLO, or, as applicable, its customers (other than Customer), representatives, and agents; PROVIDED THAT TLO SHALL NOT BE OBLIGATED TO RELEASE, INDEMNIFY OR HOLD HARMLESS CUSTOMER OR ANY MEMBER OF THE CUSTOMER GROUP FROM AND AGAINST ANY CLAIMS TO THE EXTENT THEY RESULT FROM THE BREACH OF CONTRACT, STRICT LIABILITY OR THE NEGLIGENT ACTS, ERRORS, OMISSIONS OR WILLFUL MISCONDUCT OF CUSTOMER OR ANY MEMBER OF THE CUSTOMER GROUP.

(b) Customer Indemnities . Notwithstanding anything else contained in this Agreement or any Terminal Service Order, Customer shall release, defend, protect, indemnify, and hold harmless TLO, General Partner, the Partnership, their subsidiaries and their respective officers, directors, members, managers, employees, agents, contractors, successors, and assigns (collectively the “ Partnership Group ”) from and against any and all demands, claims (including third-party claims), losses, costs, suits, or causes of action (including, but not limited to, any judgments, losses, liabilities, fines, penalties, expenses, interest, reasonable legal fees, costs of suit, and damages, whether in law or equity and whether in contract, tort, or otherwise) for or relating to (i) personal or bodily injury to, or death of the employees of TLO, the General Partner, Customer, and, as applicable, their carriers, customers, representatives, and agents; (ii) loss of or damage to any property, products, material, and/or equipment belonging to TLO, Customer, and, as applicable, their carriers, customers, representatives, and agents, and each of their respective affiliates, contractors, and subcontractors (except for those volume losses of Products provided for herein); (iii) loss of or damage to any other property, products, material, and/or equipment of any other description (except for those volume losses of Products provided for herein), and/or personal or bodily injury to, or death of any other Person or Persons; and with respect to clauses (i) through (iii) above, which is caused by or resulting in whole or in part from the negligent or wrongful acts or omissions of Customer, in connection with Customer’s use of the Pipelines or Storage Facility II and the services provided hereunder and Customer’s Products stored hereunder, and, as applicable, its carriers, customers, representatives, and agents, or those of their respective employees with respect to such matters; and (iv) any losses incurred by the Partnership Group due to violations of this Agreement or any Terminal Service Order by Customer, or, as applicable, its carriers, customers, representatives, and agents; PROVIDED THAT CUSTOMER SHALL NOT BE OBLIGATED TO RELEASE, INDEMNIFY OR HOLD HARMLESS TLO OR ANY MEMBER OF THE PARTNERSHIP GROUP FROM AND AGAINST ANY CLAIMS TO THE EXTENT THEY RESULT FROM THE BREACH OF CONTRACT, STRICT LIABILITY OR THE NEGLIGENT ACTS, ERRORS, OMISSIONS OR WILLFUL MISCONDUCT OF TLO OR ANY MEMBER OF THE PARTNERSHIP GROUP.

(c) 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.

(d) No Limitation . Except as expressly provided otherwise in Section 18, 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 19 are independent of any insurance requirements as set out in Section 26, 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.

(e) 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.

(f) 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.

(g) 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.

20.

TERMINATION

(a) Termination for Default . A Party shall be in default under this Agreement or any Terminal Service Order if:

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

If either Party is in default as described above, then (i) if Customer is in default, TLO may or (ii) if TLO is in default, Customer may: (A) terminate this Agreement and all applicable Terminal Service Orders upon notice to the defaulting Party; (B) withhold any payments due to the defaulting Party under this Agreement and the Terminal Service Orders; and/or (C) pursue any other remedy at law or in equity.

(b) Obligation to Cure . If a Party breaches any provision of this Agreement or a Terminal Service Order, 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.

(c) Obligations at Termination . Unless otherwise mutually agreed by the Parties, within thirty (30) days of the termination or expiration of this Agreement, (i) Customer shall promptly remove all of its removable Products from Storage Facility II and (ii) TLO shall remove the remaining Tank Heels and tank bottoms and deliver them to Customer or Customer’s designee. In the event all of the Product is not removed within such thirty (30) day period, Customer shall be assessed a holdover storage fee, calculated on the same basis as the Storage Services Fee, to all Products held in storage more than thirty (30) days beyond the termination or expiration of this Agreement until such time Customer’s entire Product is removed from the Tanks and Storage Facility II; provided, however, that Customer shall not be assessed any storage fees associated with the removal of Product to the extent that Customer’s ability to remove such Product is delayed or hindered by TLO, its agents, or contractors for any reason.

21.

RIGHT TO ENTER INTO A NEW STORAGE AGREEMENT

(a) Right to Enter New Agreement . Within two (2) years of termination of this Agreement for reasons other than (x) a default by Customer and (y) any other termination of this Agreement initiated by TLO pursuant to Section 20, Customer shall have the right to require TLO to enter into a new storage services agreement (with ancillary Terminal Service Orders, as appropriate) with Customer that (i) is consistent with the terms set forth in this Agreement and Terminal Service Orders in effect at the time of such termination, (ii) relates to Storage Facility II and the Tanks, and (iii) has commercial terms that are, in the aggregate, equal to or more favorable to TLO than fair market value terms as would be agreed by similarly-situated parties negotiating at arm’s length; provided , however , TLO shall not be required to enter into any such new storage services agreement with a term that extends beyond November 7, 2037.

(b) New Agreement; Right of First Refusal . In the event that TLO proposes to enter into a storage services agreement with a third party within two (2) years after the termination of this Agreement for reasons other than (x) by default by Customer and (y) any other termination of this Agreement initiated by Customer pursuant to Section 20, TLO shall give Customer ninety (90) days’ prior written notice of any proposed new storage services agreement with a third party, including (i) details of all of the material terms and conditions thereof and (ii) a thirty (30)-day period (beginning upon Customer’s receipt of such written notice) (the “ First Offer Period ”) in which Customer may make a good faith offer to enter into a new storage services agreement with TLO (the “ Right of First Refusal ”). If Customer makes an offer on terms no less favorable to TLO than the third-party offer with respect to such storage services agreement during the First Offer Period, then TLO shall be obligated to enter into a storage services agreement with Customer on the terms set forth in Customer’s offer to TLO. If Customer does not exercise its Right of First Refusal in the manner set forth above, TLO may, for the next ninety (90) days, proceed with the negotiation of the third-party storage services agreement. If no third party agreement is consummated during such ninety-day period, the terms and conditions of this Section 21(b) shall again become effective.

22.

FORCE MAJEURE

(a) Force Majeure Notice . As soon as possible upon the occurrence of a Force Majeure, TLO shall provide Customer with written notice of the occurrence of such Force Majeure (a “ Force Majeure Notice ”). TLO shall identify in such Force Majeure Notice the approximate length of time that TLO reasonably believes in good faith such Force Majeure shall continue (the “ Force Majeure Period ”). For the duration of the Force Majeure Period, the Storage Services Fee shall be reduced by an amount equal to the Shell Capacity for each affected Tank, provided that if Customer is able to continue to store Product in a Tank during the Force Majeure Period, but at a reduced Operating Capacity, the Storage Services Fee shall be reduced in proportion to the amount the effective Operating Capacity is reduced. If TLO advises in any Force Majeure Notice that it reasonably believes in good faith that the Force Majeure Period shall continue for more than twelve (12) consecutive Months, then, subject to Section 6 above, at any time after TLO delivers such Force Majeure Notice, either Party may terminate that portion of this Agreement or any Terminal Service Order solely with respect to the affected Tank(s) at Storage Facility II, but only upon delivery to the other Party of a notice (a “ Termination Notice ”) at least twelve (12) Months prior to the expiration of the Force Majeure Period; provided, however; that such Termination Notice shall be deemed cancelled and of no effect if the Force Majeure Period ends prior to the expiration of such twelve-Month period. For the avoidance of doubt, neither Party may exercise its right under this Section 22(a) to terminate this Agreement or any Terminal Service Order as a result of a Force Majeure with respect to any machinery, storage, tanks, lines of pipe or other equipment that has been unaffected by, or has been restored to working order since, the applicable Force Majeure, including pursuant to a Restoration under Section 6.

(b) Termination Notice . Notwithstanding the foregoing, if Customer delivers a Termination Notice to TLO (the “ Customer Termination Notice ”) and, within thirty (30) days after receiving such Customer Termination Notice, TLO notifies Customer that TLO reasonably believes in good faith that it shall be capable of fully performing its obligations under this Agreement or any Terminal Service Order within a reasonable period of time and Customer mutually agrees, which agreement shall not be unreasonably withheld, then the Customer Termination Notice shall be deemed revoked and the applicable portion of this Agreement or any Terminal Service Order shall continue in full force and effect as if such Customer Termination Notice had never been given.

23.

SUSPENSION OF REFINERY OPERATIONS

This Agreement shall continue in full force and effect regardless of whether Customer decides to permanently or temporarily suspend refining operations at the Refinery. Customer is not permitted to suspend or reduce its obligations under this Agreement or any Terminal Service Order in connection with a shutdown of the Refinery for scheduled turnarounds or other regular servicing or maintenance. If refining operations at the Refinery are suspended for any reason (including Refinery turnarounds and other scheduled maintenance), then Customer shall remain liable for Storage Services Fees under this Agreement and any Terminal Service Order for the duration of the suspension. Customer shall provide at least thirty (30) days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance.

24.

ASSIGNMENT; SUBCONTRACT; PARTNERSHIP CHANGE OF CONTROL

(a) Assignment to TLO . As of the Commencement Date, the General Partner shall assign all of its rights and obligations under this Agreement to the Partnership. The Partnership shall immediately assign its rights and obligations hereunder to TLO. Upon such assignment to TLO, TLO shall have all of the respective rights and obligations set forth herein during the Term of this Agreement.

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

(c) Subcontract . Should Customer desire to subcontract to a third party (“ Subcontractor Customer ”) any dedicated storage subject to a Terminal Service Order, Customer must notify TLO in writing prior to the proposed start of the subcontract. TLO has the right to approve any Subcontractor Customer, which approval shall not be unreasonably withheld, conditioned or delayed. Unless otherwise agreed in writing between Customer and TLO, and between Subcontractor Customer and TLO, Customer will continue to be liable for all terms and conditions of this Agreement related to any subcontracted Tank, including, but not limited to, remittance of any fees set forth in a Terminal Service Order applicable to the subcontracted Tank. Customer shall be responsible for collection of any fees due to Customer from the Subcontractor Customer. Customer and TLO may mutually agree that operational notices concerning scheduling and similar matters can be directly provided between TLO and any Subcontractor Customer.

(d) TLO Assignment . TLO shall not assign any of its rights or obligations under this Agreement without Customer’s prior written consent; provided , however , TLO shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLO.

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

(f) Partnership Change of Control . Customer’s obligations hereunder shall not terminate in connection with a Partnership Change of Control. TLO shall provide Customer with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

25.

ACCOUNTING PROVISIONS AND DOCUMENTATION; AUDIT

(a) Storage Services Fee Documentation . Within ten (10) Business Days following the end of each Month, TLO shall furnish Customer with a statement showing, by Tank, a calculation of all of Customer’s Monthly Storage Services Fee. TLO shall furnish all appropriate documentation to support the calculation of all fees, and, to the extent reasonably available, to document movement of Products through Storage Facility II.

(b) Access . 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 (3) 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.

26.

INSURANCE

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

(i) Workers Compensation and Occupational Disease Insurance which fully complies with Applicable Law of the state where Storage Facility II is located, in limits not less than statutory requirements;

(ii) Employers Liability Insurance with a minimum limit of $1,000,000 for each accident, covering injury or death to any employee which may be outside the scope of the worker’s compensation statute of the jurisdiction in which the worker’s service is performed, and in the aggregate as respects occupational disease;

(iii) Commercial General Liability Insurance, with minimum limits of $1,000,000 combined single limit per occurrence for bodily injury and property damage liability, or such higher limits as may be required by TLO or by Applicable Law from time to time. This policy shall include Broad Form Contractual Liability insurance coverage which shall specifically apply to the obligations assumed in this Agreement and any Terminal Service Order by Customer;

(v) Excess (Umbrella) Liability Insurance with limits not less than $4,000,000 per occurrence. Additional excess limits may be utilized to supplement inadequate limits in the primary policies required in items (ii), (iii), and (iv) above;

(vi) Pollution Legal Liability with limits not less than $25,000,000 per loss with an annual aggregate of $25,000,000. Coverage shall apply to bodily injury and property damage including loss of use of damaged property and property that has not been physically injured; cleanup costs, defense, including costs and expenses incurred in the investigation, defense or settlement of claim; and

(vii) Cargo/Inventory Insurance, with a limit of no less than $1,000,000, which property insurance shall be first-party property insurance to adequately cover all Products owned by Customer located at Storage Facility II.

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

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

(d) Self-Insurance . Customer shall be solely responsible for any deductibles or self-insured retention.

27.

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 27 .

If to Customer, to:

Tesoro Refining & Marketing Company LLC

19100 Ridgewood Parkway

San Antonio, Texas 78259

Attention: General Counsel

If to TLO, to:

Tesoro Logistics Operations LLC

19100 Ridgewood Parkway

San Antonio, Texas 78259

For legal notices :

Attention: General Counsel

For all other notices and communications :

Attention: Don J. Sorensen, Senior Vice President, Logistics

phone: (210) 626-6195

email: Don.J.Sorensen@andeavor.com

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

28.

CONFIDENTIAL INFORMATION

(a) Obligations . Each Party shall use reasonable efforts to retain the other Parties’ Confidential Information in confidence and not disclose the same to any third party nor use the same, except as authorized by the disclosing Party in writing or as expressly permitted in this Section 28 . 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 become 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 TLO that was in the possession of Customer or any of its affiliates as a result of their ownership or operation of Storage Facility II prior to the Commencement 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 28 , 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 28(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 of the disclosing Party’s Confidential Information, the receiving Party shall promptly advise the disclosing Party of such requirement to disclose Confidential Information as soon as the receiving Party becomes aware that such a requirement to disclose might become effective, in order that, where possible, the disclosing Party may seek a protective order or such other remedy as the disclosing Party may consider appropriate in the circumstances. The receiving Party shall disclose only that portion of the disclosing Party’s Confidential Information that it is required to disclose and shall cooperate with the disclosing Party in allowing the disclosing Party to obtain such protective order or other relief.

(c) Return of Information . Upon written request by the disclosing Party, all of the disclosing Party’s Confidential Information in whatever form shall be returned to the disclosing Party or destroyed with destruction certified by the receiving Party upon termination of this Agreement, without the receiving Party retaining copies thereof except that one copy of all such Confidential Information may be retained by a Party’s legal department solely to the extent that such Party is required to keep a copy of such Confidential Information pursuant to Applicable Law, and the receiving Party shall be entitled to retain any Confidential Information in the electronic form or stored on automatic computer back-up archiving systems during the period such backup or archived materials are retained under such Party’s customary procedures and policies; provided , however , that any Confidential Information retained by the receiving Party shall be maintained subject to confidentiality pursuant to the terms of this Section 28, 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 or any Terminal Service Order (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 28 shall survive the termination of this Agreement for a period of two (2) years.

29.

MISCELLANEOUS

(a) Modification; Waiver . This Agreement or any Terminal Service Order may be amended or modified only by a written instrument executed by the Parties. Any of the terms and conditions of this Agreement or any Terminal Service Order 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 Terminal Service Order, 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 or any Terminal Service Order 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 Schedules and Terminal Service Orders and the other agreements executed on the date hereof in connection with the transactions contemplated by the 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 Omnibus Agreement, the provisions of the Omnibus 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 shall not be interpreted 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 and any Terminal Service Order shall be governed by the laws of the State of Texas without giving effect to its conflict of laws principles. Each Party hereby irrevocably submits to the exclusive jurisdiction of any federal court of competent jurisdiction situated in the United States District Court for the Western District of Texas, San Antonio Division, or if such federal court declines to exercise or does not have jurisdiction, in the district court of Bexar County, Texas. The Parties expressly and irrevocably submit to the jurisdiction of said Courts and irrevocably waive any objection which they may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement or any Terminal Service Order 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 and any Terminal Service Order 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 and any Terminal Service Order will be interpreted in such manner as to be valid and effective under applicable law, but if any provision of this Agreement or any Terminal Service Order 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 Beneficiaries . Except as specifically provided herein, including as set forth in Section 19, it is expressly understood that the provisions of this Agreement and any Terminal Service Order do not impart enforceable rights in anyone who is not a Party or successor or permitted assignee of a Party.

(h) 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.

(i) Schedules and Terminal Service Orders(s) . Each of the Schedules and Terminal Service Order(s) attached hereto and referred to herein is hereby incorporated in and made a part of this Agreement as if set forth in full herein.

[Signature Page Follows]

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


TESORO LOGISTICS OPERATIONS LLC		TESORO REFINING & MARKETING COMPANY LLC

By:	/S/ STEVEN M. STERIN	By:	/S/ GREGORY J. GOFF
	Steven M. Sterin President and Chief Financial Officer		Gregory J. Goff President


Solely in respect of Section 24(a) only:
ANDEAVOR LOGISTICS LP

By:		TESORO LOGISTICS GP, LLC,
		its general partner


By:		/S/ STEVEN M. STERIN
		Steven M. Sterin
		President and Chief Financial Officer


Solely in respect of Section 24(a) only:
TESORO LOGISTICS GP, LLC

By:		/S/ STEVEN M. STERIN
		Steven M. Sterin
		President and Chief Financial Officer

Signature Page to Storage Services Agreement – Anacortes II

SCHEDULE A

Storage Facility

Sixty-six (66) crude and black-oil, petroleum product, and chemicals storage tanks with a total shell capacity of approximately 3.9 million Barrels, a gasoline blending unit, a transfer pump house, and pipelines and other appurtenances that allow the transport of crude oil and petroleum products to and from the nearby dock and to and from other facilities located at the Refinery.

Schedule A

Storage Services Agreement – Anacortes II

SCHEDULE B

TANKS


TANK NUMBER		SHELL CAPACITY (in Barrels)
1		150,000
2		150,000
3		150,000
4		150,000
5		150,000
6		150,000
7		150,000
8		80,000
9		80,000
10		55,000
11		80,000
12		80,000
13		80,000
14		80,000
15		55,000
16		55,000
17		55,000
18		55,000
19		30,000
20		30,000
21		30,000
22		30,000
23		30,000
24		80,000
25		30,000
26		80,000
27		30,000
28		30,000
29		80,000
30		30,000
31		30,000
32		80,000
33		30,000
34		80,000 (OOS)
35		80,000
36		80,000
37		12,000
38		12,000

Schedule B

Storage Services Agreement – Anacortes II


TANK NUMBER		SHELL CAPACITY (in Barrels)
45		0.3
46		0.3 (OOS)
47		0.3 (OOS)
48		0.4 (OOS)
53		1,000
54		1,000
55		1,000 (OOS)
56		0.5
60		150,000
62		NA (OOS)
88		10,000 (OOS)
89		10,000 (OOS)
90		10,000 (OOS)
91		30,000
92		150,000
95		NA (OOS)
98		NA (OOS)
99		NA (OOS)
109		0.6
110		NA (OOS)
113		30,000
114		114,000
115		0.6
134		100,000
138		NA
142		150,000
147		NA (OOS)
148		150,000
156		NA
157		NA
158		NA
159		NA (OOS)
160		2,000
171		130,000
180		NA
202		187,000
203		193,000
221		NA
222		NA
223		NA
224		NA

Schedule B

Storage Services Agreement – Anacortes II


TANK NUMBER		SHELL CAPACITY (in Barrels)
225		NA
226		NA
227		NA
228		NA
229		NA
230		30,000
231		101,000
232		NA (OOS)
247		18,000
248		18,000
249		NA (OOS)
241 A		NA
241 B		NA
255		NA
280		NA
801		0.9
802		0.9
803		0.9
804		0.9
866		0.7
867		0.7
877		NA

Schedule B

Storage Services Agreement – Anacortes II

EXHIBIT 1

FORM OF TERMINAL SERVICE ORDER

(ANACORTES [ ]- , 20 )

This Terminal Service Order is entered as of , 20 , 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 Storage Services Agreement – Anacortes II dated as of November 8, 2017, by and among such parties, and Tesoro Logistics GP, LLC, a Delaware limited liability company, and Andeavor 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 5 of the Agreement, the parties hereto agree to the following provisions:

[Insert applicable provisions:

(i) the Shell Capacity of each Tank;

(ii) the Storage Services Fee pursuant to Section 4;

(iii) any reimbursement pursuant to Section 7(a);

(iv) any Surcharge pursuant to Section 7(b);

(v) any modification, cleaning, or conversion of a Tank as requested by Customer pursuant to Section 8(a);

(vi) any reimbursement related to newly imposed taxes and regulations pursuant to Section 9;

(vii) any steam services pursuant to Section 15(a);

(viii) any oily water removal pursuant to Section 15(b); and

(ix) any other services or use of facilities that may be agreed upon by the Parties.]

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.

Exhibit 1

Storage Services Agreement – Anacortes II

IN WITNESS WHEREOF , the parties hereto have duly executed this Terminal Service Order as of the date first written above.

TESORO REFINING & MARKETING COMPANY LLC


By:


Name:
Title:

TESORO LOGISTICS OPERATIONS LLC



By:


Name:
Title:

Exhibit 1

Storage Services Agreement – Anacortes II

Exhibit 10.3

TRANSPORTATION SERVICES AGREEMENT

(Anacortes Short Haul Pipelines)

This Transportation Services Agreement (this “ Agreement ”) is effective as of the Commencement Date (as defined below), by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (“ TLO ”), for purposes of Section 21(a) only, Tesoro Logistics GP, LLC, a Delaware limited liability company (the “ General Partner ”), and Andeavor 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.

RECITALS

WHEREAS , on the date hereof, TRMC will contribute certain assets to the General Partner, the General Partner will contribute those assets to the Partnership and the Partnership will contribute those assets to TLO pursuant to the Contribution, Conveyance and Assumption Agreement dated as of the date hereof (the “ Contribution Agreement ”);

WHEREAS , pursuant to the Contribution Agreement, TLO is the owner of several short-haul petroleum pipelines, as depicted on Schedule A as Items No. 1 and 2, which connect to manifolds operated by interstate petroleum pipeline companies (collectively, the “ Short Haul Pipelines ”);

WHEREAS, each of the Short Haul Pipelines provides services only to TRMC as direct support for the operations of TRMC’s refinery located in Anacortes, Washington (the “ Refinery ”), and none of the Short Haul Pipelines are designed, located or configured to provide services to any customer other than TRMC or to provide transportation services for any locations other than the Refinery and TLO’s storage tank farm located at the Refinery (the “ Storage Facility ”);

WHEREAS , the pipeline shown as Item No. 1 on Schedule A (the “ Crude Pipeline ”) connects the Storage Facility to the manifold of the Trans Mountain Pipeline, and the pipelines shown on Item No. 2 on Schedule A (the “ Product Pipelines ”) connect the Storage Facility to the manifold of the Olympic Pipeline;

WHEREAS , TLO intends to provide transportation services to TRMC with respect to the Crude Pipeline and the Product Pipelines, subject to and upon the terms and conditions of this Agreement;

WHEREAS , TLO will agree to operate and maintain the Short Haul Pipelines in good working order and ship crude oil and petroleum products on the Short Haul Pipelines, subject to the terms and conditions of this Agreement; and

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

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.

“ Andeavor ” means Andeavor, a Delaware corporation, and the parent company of TRMC.

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

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

“ Capacity Resolution ” has the meaning set forth in Section 19(c) .

“ Commencement Date ” means November 8, 2017.

“ Contract Year ” means the period commencing on the Commencement Date and ending on the date that is twelve calendar Months after the Commencement Date and each successive calendar year thereafter.

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

“ Crude Base Fee ” means per Barrel throughput fee for the Crude Pipeline as set forth on a Pipeline Service Order multiplied by the actual throughput by TRMC through the Crude Pipeline for the particular Month.

“ Crude Oil ” means crude oil, other black oils, cut back resid, cutter stock, gas oil, other refinery feedstocks, and any other material shipped on the Trans Mountain Pipeline.

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

“ Crude Pipeline Shortfall Credit ” has the meaning set forth in Section 9(b) .

“ Crude Pipeline Throughput Capacity ” means an aggregate volume of 4,562,500 Barrels of Crude Oil per Month transported through the Crude Pipeline.

“ Extension Period ” has the meaning set forth in Section 3 .

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“ FERC ” means the Federal Energy Regulatory Commission.

“ First Offer Period ” has the meaning set forth in Section 17(b) .

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

“ Force Majeure Notice ” has the meaning set forth in Section 18(a) .

“ Force Majeure Period ” has the meaning set forth in Section 18(a) .

“ 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.

“ Initial Term ” has the meaning set forth in Section 3 .

“ Minimum Crude Pipeline Throughput Volume ” means an aggregate volume of 1,238,415 Barrels of Crude Oil per Month transported through the Crude Pipeline; provided, however, that the Minimum Crude Pipeline Throughput Volume for any partial calendar month during the Term of this Agreement shall be prorated in accordance with the ratio of the number of days in such Month to the total number of days in such Month.

“ Minimum Product Pipeline Throughput Volume ” means an aggregate volume of 1,636,569 Barrels of Petroleum Products per Month transported through the Product Pipelines; provided, however, that the Minimum Product Pipeline Throughput Volume for any partial calendar month during the Term of this Agreement shall be prorated in accordance with the ratio of the number of days in such Month to the total number of days in such Month.

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

“ MCPTF ” means a Monthly fee calculated by multiplying the Minimum Crude Pipeline Throughput Volume by the Crude Base Fee.

“ MPPTF ” means a Monthly fee calculated by multiplying the Minimum Product Pipeline Throughput Volume by the Petroleum Product Base Fee.

“ Omnibus Agreement ” means that certain Fourth Amended and Restated Omnibus Agreement, dated as of October 30, 2017, by and among Andeavor, TRMC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, the General Partner and the Partnership, as such agreement (and the schedules thereto) may be amended, supplemented or restated from time to time.

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

“ Partnership Group ” has the meaning set forth in Section 13(b) .

“ Partnership Change of Control ” means Andeavor ceases to Control the General Partner.

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

“ Pipeline Service Order ” has the meaning set forth in Section 8(a) .

“ Petroleum Product Base Fee ” means the per Barrel throughput fees for the Product Pipelines as set forth on a Pipeline Service Order multiplied by the actual throughput by TRMC through the Product Pipelines for the particular Month.

“ Petroleum Products ” means, gasoline, gasoline blend components, diesel, distillate, distillate blend components, jet/aviation fuel, or any other product shipped on the Olympic Pipeline.

“ Product Pipelines ” has the meaning set forth in the Recitals.

“ Product Pipeline Shortfall Credit ” has the meaning set forth in Section 8(c) .

“ Product Pipeline Throughput Capacity ” means an aggregate volume of 3,954,167 Barrels of Petroleum Products per Month transported through the Product Pipelines.

“ Products ” means Crude Oil or Petroleum Products.

“ Receiving Party Personnel ” has the meaning set forth in Section 24(d) .

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

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

“ Related Agreements ” means the Anacortes II Storage Services Agreement, the Anacortes Manifest Rail Terminalling Services Agreement, and the Anacortes Marine Terminal Operating Agreement entered into between TRMC and TLO concurrently herewith.

“ Restoration ” is defined in Section 19(b) .

“ Right of First Refusal ” has the meaning set forth in Section 17(b ).

“ Secondment Agreement ” shall mean the First Amended and Restated Secondment and Logistics Services Agreement dated as of October 30, 2017, as amended, and related service orders.

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

“ Short Haul Pipelines ” has the meaning set forth in the Recitals.

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“ Surcharge ’ has the meaning set forth in Section 7(b) .

“ Term ” has the meaning set forth in Section 3 .

“ Termination Notice ” has the meaning set forth in Section 18(a) .

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

“ TLO Group ” has the meaning set forth in Section 13(b) .

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

“ TRMC Group ” has the meaning set forth in Section 13(a) .

“ TRMC Termination Notice ” has the meaning set forth in Section 18(b) .

2.	GENERAL UNDERTAKINGS

Subject to the terms and conditions of this Agreement, the applicable operating permits, the limitations of the Short Haul Pipelines, the limitations of connecting carriers, the rules and procedures for the Short Haul Pipelines set forth in Pipeline Service Orders, if any, and all Applicable Law, TLO shall provide throughput service on the Crude Pipeline for TRMC up to the Crude Pipeline Throughput Capacity and throughput service on the Product Pipelines for TRMC up to the Product Pipeline Throughput Capacity, subject to reduction as set forth herein.

TERM

(a) The initial term of this Agreement shall commence on the Commencement Date and shall be for a period of ten (10) years until the tenth (10th) anniversary of the Commencement Date (the “ Initial Term ”); provided, however, that Customer may, at its option, extend the Initial Term for up to two (2) renewal terms of five (5) years each (each, an “ Extension Period ”) by providing written notice of its intent to TLO no less than three hundred sixty-five (365) calendar days prior to the end of the Initial Term or the then-current Extension Period. The Initial Term, and any Extension Period shall be referred to herein as the “ Term .”

4.	TRANSPORTATION FEES

(a) TRMC agrees to pay TLO the higher of the Crude Base Fee or the MCPTF; and

(b) TRMC agrees to pay TLO the higher of the Petroleum Product Base Fee or the MPPTF.

5.	SERVICES; HOURS; VOLUME GAINS AND LOSSES

(a) Services . TLO shall throughput and handle TRMC’s Products across the Short Haul Pipelines, make all tie-ups and connections at the Short Haul Pipelines, provide regulatory compliance reporting that TLO is required to perform as the operator of the Short Haul Pipelines, and provide such other services set forth in this Agreement (the “ Services ”). TLO will timely provide TRMC with a copy

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of any regulatory compliance report filed by TLO regarding TRMC’s Products upon request by TRMC. TLO will provide the labor and supervision necessary to perform the Services contemplated by this Agreement, and TLO will provide and maintain the equipment necessary to perform the Services contemplated by this Agreement. TLO will maintain the Short Haul Pipelines according to good industry practice and will use reasonable care in performing the Services consistent with customary industry practices. TLO shall operate the Short Haul Pipelines in accordance with the applicable provisions of any Pipeline Service Order with respect to the Short Haul Pipelines.

(b) Existing Contractors . TLO may continue to utilize labor, equipment, materials and supplies provided by contractors under their existing service agreements with TRMC to perform work to be performed by TLO hereunder, without the requirement that such existing contracts be amended, assigned or replaced. Such contracts with TRMC may continue to cover the work to be provided by TLO hereunder, as provided under Section 4(a) of the Secondment Agreement, and TLO shall be responsible for the costs and expenses of such work performed by such contractors pursuant to those provisions of the Secondment Agreement.

(c) Hours . Subject to the terms and conditions of the rules and procedures for the Short Haul Pipelines set forth in Pipeline Service Orders, if any, the Short Haul Pipelines will be available on 24/7/365 basis, as needed.

(d) Volume Gains and Losses . TLO shall have no obligation to measure volume gains and losses and shall have no liability whatsoever for normal course physical losses that may result from the transportation of the Products across the Short Haul Pipelines. TRMC will bear any volume gains and losses that may result from the transportation of the Products through the Short Haul Pipelines.

6.	EXCLUSIVE SERVICE

In order to effectuate the underlying objectives of this Agreement, TLO agrees as follows:

(a) Subject to Applicable Law, during the Term, the Short Haul Pipelines shall be dedicated exclusively to the use of TRMC, and TLO shall not use the Short Haul Pipelines to provide services for any third party, except upon specific directions from TRMC.

(b) Subject to Force Majeure and required maintenance and repairs and the other provisions hereunder, TLO shall make Short Haul Pipelines continuously available to TRMC at all times, and shall ship all volumes of Products nominated by TRMC for shipment on the Short Haul Pipelines upon request. TLO and TRMC shall coordinate shipment schedules with each other and with connecting pipelines, and TLO shall not be obligated to make any shipment at any time when a connecting pipeline is not prepared to deliver or receive it, as applicable, it being understood that TRMC shall be primarily responsible for nominating receipts and deliveries to third party pipeline carriers. In the event that TLO must remove the Crude Pipeline or any of the Product Pipelines from active service for repair or maintenance, then TLO shall provide TRMC with as much advance notice as possible under the circumstances, and the Parties shall cooperate to minimize the impact of such downtime on operation of the Refinery.

(c) In the event TLO is required to file a tariff with the FERC or any other Governmental Authority with respect to the Short Haul Pipelines, to the maximum extent permitted under Applicable Law, TLO shall ensure that any such tariffs do not prejudice any of TRMC’s rights under the terms of this Agreement.

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7.	REIMBURSEMENT; SURCHARGES

(a) Reimbursement . TRMC shall promptly reimburse TLO for any newly imposed taxes, levies, royalties, assessments, licenses, fees, charges, surcharges and sums due of any nature whatsoever (other than income taxes, gross receipt taxes and similar taxes) by any Governmental Authority that TLO incurs on TRMC’s behalf for the services provided by TLO under this Agreement or any applicable Pipeline Service Order. If TLO is required to pay any of the foregoing, TRMC shall promptly reimburse TLO in accordance with the payment terms set forth in this Agreement. Any such newly imposed taxes shall be specified in an applicable Pipeline Service Order.

(b) Surcharges .

(i) If, during the Term, any existing laws or regulations are changed or any new laws or regulations (other than taxes) are enacted that require TLO to make substantial and unanticipated expenditures (whether capitalized or otherwise) with respect to the Short Haul Pipelines or with respect to the services provided hereunder, TLO may, subject to the terms of this Section 7(b) , impose a surcharge to increase the applicable service fee (a “Surcharge”) to cover TRMC’s pro rata share of the cost of complying with these laws or regulations, based upon the percentage of TRMC’s use of the services or facilities impacted by such new laws or regulations.

(ii) TLO shall notify TRMC of any proposed Surcharge to be imposed pursuant to Section 7(b)(i) sufficient to cover the cost of any required capital projects and any ongoing increased operating costs. TLO and TRMC then shall negotiate in good faith for up to thirty (30) days to mutually determine the effect of the change in law or regulation or new law or regulation, the cost thereof, and how such cost shall be amortized at an interest rate of no more than LIBOR plus six percent (LIBOR + 6%) as a Surcharge, with the understanding that TLO and TRMC shall use their reasonable commercial efforts to mitigate the impact of, and comply with, these laws and regulations. Without limiting the foregoing, if expenditures requiring a Surcharge may be avoided or reduced through changes in operations, then the Parties shall negotiate in good faith to set forth the appropriate changes to the operating capacities or other performance standards set forth in a Pipeline Service Order to evidence the reduction of the amount of a Surcharge while leaving the Parties in the same relative economic position they held before the laws or regulations were changed or enacted.

(iii) In the event any Surcharge results in less than a fifteen percent (15%) increase in the applicable service fee, TRMC will be assessed such Surcharge on all future invoices during the period in which such Surcharge is in effect for the applicable amortization period, and TLO shall not terminate the affected service from this Agreement.

(iv) In the event any Surcharge results in a fifteen percent (15%) or more increase in the applicable service fee, TLO shall notify TRMC of the amount of the Monthly Surcharge required to reimburse TLO for its costs, plus carrying costs, together with reasonable supporting detail for the nature and amount of any such Surcharge.

(A) If within thirty (30) days of such notification provided in Section 7(b)(iv) , TRMC does not agree to pay such Surcharge or to reimburse TLO up front for its costs, TLO may elect to either:

(1) require TRMC to pay such Surcharge, up to a fifteen percent (15%) increase in the applicable service fee; or

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(2) terminate the applicable Short Haul Pipeline from this Agreement upon notice to TRMC.

(v) Following a resolution with respect to the amount and manner of payment of a Surcharge pursuant to this Section 7 , the Parties shall execute an appropriate Pipeline Service Order memorializing the terms of such resolution.

(vi) In lieu of paying the Surcharge in connection with any required capital project, TRMC may, at its option, elect to pay the full cost of the substantial and unanticipated expenditures upon completion of a project.

8.	PIPELINE SERVICE ORDERS; PAYMENTS

(a) TLO and TRMC shall enter into one or more pipeline service orders for the Short Haul Pipelines substantially in the form attached hereto as Exhibit 1 (each, a “ Pipeline Service Order ”). Upon a request by TRMC pursuant to this Agreement or as deemed necessary or appropriate by TLO in connection with the services to be delivered pursuant hereto, TLO shall generate a Pipeline 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 Pipeline Service Order shall be effective until fully executed by both TLO and TRMC. Items available for inclusion on a Pipeline Service Order include, but are not limited to:

(i) The rules and procedures for the Short Haul Pipelines, if any, referenced in Section 2 ;

(ii) The per Barrel throughput fee for the Crude Pipeline;

(iii) The per Barrel throughput fee for the Products Pipelines;

(iv) Any other services and the fees for such services;

(v) Any capital expenditures and related costs to be incurred;

(vi) Any surcharges for additional capital expenditures and related costs;

(vii) Methods for adjusting fees and charges;

(viii) Measurement procedures to determine volumes being throughput through the Short Haul Pipelines; and

(ix) Any other services as may be agreed.

(b) Monthly Crude Pipeline Shortfall Credit . If the Crude Base Fee is less than the MCPTF, then TRMC shall receive a “ Crude Pipeline Shortfall Credit ” equal to such difference. Actual volumes of Barrels throughput through the Crude Pipeline are to be determined Monthly, based upon metering receipts of the Trans Mountain Pipeline at the connection point of the Crude Pipeline to the Trans

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Mountain Pipeline. Such third-party receipts shall be deemed conclusive between TRMC and TLO absent manifest error. The Crude Pipeline Shortfall Credit shall be credited as follows:

(i) The dollar amount of any Crude Pipeline Shortfall Credit included in the Monthly invoice will be posted as a credit to TRMC’s account and may be applied against amounts owed by TRMC for volumes in excess of the Minimum Crude Pipeline Throughput Volume during any of the succeeding three (3) Months; and

(ii) Any portion of the Crude Pipeline Shortfall Credit that is not used by TRMC during the succeeding three (3) Months will expire at the end of said three (3) Month period relating to the respective credit and be reset to zero.

(c) Monthly Product Pipeline Shortfall Credit . If the Petroleum Product Base Fee is less than the MPPTF, then TRMC shall receive a “ Product Pipeline Shortfall Credit ” equal to such difference. Actual volumes of Barrels throughput through the Product Pipelines are to be determined Monthly, based upon metering receipts of the Olympic Pipeline at the connection point of the Product Pipelines to the Olympic Pipeline. Such third-party receipts shall be deemed conclusive between TRMC and TLO absent manifest error. The Product Pipeline Shortfall Credit shall be credited as follows:

(i) The dollar amount of any Product Pipeline Shortfall Credit included in the Monthly invoice will be posted as a credit to TRMC’s account and may be applied against amounts owed by TRMC for volumes in excess of the Minimum Product Pipeline Throughput Volume during any of the succeeding three (3) Months; and

(ii) Any portion of the Product Pipeline Shortfall Credit that is not used by TRMC during the succeeding three (3) Months will expire at the end of said three (3) Month period relating to the respective credit and be reset to zero.

(d) Invoices . Except with respect to the Surcharge described in Section 7(b) , TLO shall invoice TRMC on a Monthly basis and TRMC shall pay all amounts due under this Agreement and any Pipeline Service Order no later than ten (10) calendar days after TRMC’s receipt of TLO’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) Disputed Amounts . If TRMC reasonably disputes any amount invoiced by TLO, TRMC shall pay the amount of the invoice when due and provide TLO with written notice stating the nature of the dispute prior to thirty (30) days after the due date of the invoice. TRMC and TLO shall use reasonable commercial diligence to resolve disputes in a timely manner through the dispute resolution procedures provide for herein. All portions of the disputed amount determined to be owed the TRMC shall be refunded to the TRMC within ten (10) days of the dispute resolution.

(f) Fee Increases . Any fees of a fixed amount set forth in this Agreement and any Pipeline Service Order shall be increased on July 1 of each year of the Term, commencing on July 1, 2018, by a percentage equal to the greater of zero or the positive change, if any, in the CPI-U (All Urban Consumers) for the prior calendar year, as reported by the Bureau of Labor Statistics, and rounded to the nearest one-tenth (1/10) of one percent (1%).

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

LIENS

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

10.

TITLE AND RISK OF LOSS; CUSTODY AND CONTROL

(a) Title and Risks of Loss . Title and the risk of loss or damage to the Products shall remain at all times with the owner of the Product.

(b) Custody and Control . TLO will have custody of the Products from the time the Products enter the Short Haul Pipelines until such time as the Products pass the manifold of third party pipelines, or are delivered by TLO to TRMC at the Refinery (pursuant to the Related Agreements).

11.

GOVERNMENT REGULATIONS

(a) Party Certification . Each Party certifies that none of the Products covered by this Agreement or any Pipeline Service Order 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) Licenses and Permits . If applicable, TLO shall maintain all necessary licenses and permits for the transportation of Products through the Short Haul Pipelines.

(c) Compliance with Applicable Law . The Parties are entering into this Agreement and any Pipeline Service Order 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 the Short Haul Pipelines. 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 and any Pipeline Service Order shall at any time be in conflict with any requirement of Applicable Law, then this Agreement and any Pipeline Service Order 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 and any Pipeline Service Order shall remain effective.

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with respect to future performance. The Parties shall then meet to negotiate in good faith amendments to this Agreement or to an applicable Pipeline 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.

12.

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, 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) No Guaranties or Warranties . Except as expressly provided in this Agreement or any Pipeline Service Order, neither TRMC nor TLO makes any guarantees or warranties of any kind, expressed or implied. TLO 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.

13.

INDEMNITIES

(a) TLO Indemnities . Notwithstanding anything else contained in this Agreement or any Pipeline Service Order, TLO shall release, defend, protect, indemnify, and hold harmless TRMC, its carriers, and each of its and their respective affiliates, officers, directors, employees, agents, contractors, successors, and assigns (excluding any member of the Partnership Group) (collectively the “TRMC Group”), from and against any and all demands, claims (including third-party claims), losses, costs, suits, or causes of action (including, but not limited to, any judgments, losses, liabilities, fines, penalties, expenses, interest, reasonable legal fees, costs of suit, and damages, whether in law or equity and whether in contract, tort, or otherwise) for or relating to (i) personal or bodily injury to, or death of the employees of TRMC, TLO or the General Partner, and, as applicable, their carriers, customers, representatives, and agents, (ii) loss of or damage to any property, products, material, and/or equipment belonging to TRMC, TLO and, as applicable, their carriers, customers, representatives, and agents, and each of their respective affiliates, contractors, and subcontractors, (iii) loss of or damage to any other property, products, material, and/or equipment of any other description, and/or personal or bodily injury to, or death of any other Person or Persons; and with respect to clauses (i) through (iii) above, which is caused by or resulting in whole or in part from the negligent or wrongful acts or omissions of TLO or the General Partner in connection with the ownership or operation of the Short Haul Pipelines and the services provided hereunder, and, as applicable, their carriers, customers (other than TRMC), representatives, and agents, or those of their respective employees with respect to such matters, and (iv) any losses incurred by the TRMC Group due to violations of this Agreement or any Pipeline Service Order by TLO, or, as applicable, its customers (other than TRMC), representatives, and agents; PROVIDED THAT TLO SHALL NOT BE OBLIGATED TO RELEASE, INDEMNIFY OR HOLD HARMLESS TRMC OR ANY MEMBER OF THE TRMC GROUP FROM AND AGAINST ANY CLAIMS TO THE EXTENT THEY RESULT FROM THE BREACH OF CONTRACT, STRICT LIABILITY OR THE NEGLIGENT ACTS, ERRORS OR OMISSIONS OR WILLFUL MISCONDUCT OF TRMC OR ANY MEMBER OF THE TRMC GROUP.

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(b) TRMC Indemnities . Notwithstanding anything else contained in this Agreement or any Pipeline Service Order, TRMC shall release, defend, protect, indemnify, and hold harmless TLO, General Partner, the Partnership, their subsidiaries and their respective officers, directors, members, managers, employees, agents, contractors, successors, and assigns (collectively the “Partnership Group”) from and against any and all demands, claims (including third-party claims), losses, costs, suits, or causes of action (including, but not limited to, any judgments, losses, liabilities, fines, penalties, expenses, interest, reasonable legal fees, costs of suit, and damages, whether in law or equity and whether in contract, tort, or otherwise) for or relating to (i) personal or bodily injury to, or death of the employees of TLO, the General Partner, TRMC, and, as applicable, their carriers, customers, representatives, and agents; (ii) loss of or damage to any property, products, material, and/or equipment belonging to TLO, TRMC, and, as applicable, their carriers, customers, representatives, and agents, and each of their respective affiliates, contractors, and subcontractors; (iii) loss of or damage to any other property, products, material, and/or equipment of any other description, and/or personal or bodily injury to, or death of any other Person or Persons; and with respect to clauses (i) through (iii) above, which is caused by or resulting in whole or in part from the negligent or wrongful acts or omissions of TRMC, in connection with TRMC’s use of the Short Haul Pipelines and the services provided hereunder and TRMC’s Products stored hereunder, and, as applicable, its carriers, customers, representatives, and agents, or those of their respective employees with respect to such matters; and (iv) any losses incurred by the Partnership Group due to violations of this Agreement or any Pipeline Service Order by TRMC, or, as applicable, its carriers, customers, representatives, and agents; PROVIDED THAT TRMC SHALL NOT BE OBLIGATED TO RELEASE, INDEMNIFY OR HOLD HARMLESS TLO OR ANY MEMBER OF THE PARTNERSHIP GROUP FROM AND AGAINST ANY CLAIMS TO THE EXTENT THEY RESULT FROM THE BREACH OF CONTRACT, STRICT LIABILITY OR THE NEGLIGENT ACTS, ERRORS OR OMISSIONS OR WILLFUL MISCONDUCT OF TLO OR ANY MEMBER OF THE PARTNERSHIP GROUP.

(d) 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 13 are independent of any insurance requirements as set out in Section 14 , 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.

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14.

INSURANCE

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

(i) Workers Compensation and Occupational Disease Insurance which fully complies with Applicable Law of the state where the Short Haul Pipelines are located, in limits not less than statutory requirements;

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

(d) Self-Insurance . TRMC shall be solely responsible for any deductibles or self-insured retention.

15.

RESERVED

16.

DEFAULT

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

(i) The Party breaches any provision of this Agreement, a Pipeline Service Order or any of the Related Agreements, 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.

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

(b) Obligation to Cure . If a Party breaches any provision of this Agreement, a Pipeline 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.

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(c) Cumulative Nature of Remedies . The remedies of TRMC and TLO 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.

(d) Obligations at Termination . Upon termination or expiration of this Agreement, TRMC shall promptly remove all of its crude petroleum and refined petroleum products from the Short Haul Pipelines within thirty (30) days of such termination or expiration.

17.

RIGHT TO ENTER INTO A NEW TRANSPORTATION SERVICES AGREEMENT

(a) Right to Enter New Agreement . Within two (2) years of termination of this Agreement for reasons other than (x) a default by TRMC and (y) any other termination of this Agreement initiated by TLO pursuant to Section 16 , TRMC shall have the right to require TLO to enter into a new transportation services agreement (with ancillary Pipeline Service Orders, as appropriate) with TRMC that (i) is consistent with the terms set forth in this Agreement and Pipeline Service Orders in effect at the time of such termination, (ii) relates to the Short Haul Pipelines, and (iii) has commercial terms that are, in the aggregate, equal to or more favorable to TLO than fair market value terms as would be agreed by similarly-situated parties negotiating at arm’s length; provided, however, TLO shall not be required to enter into any such new transportation services agreement with a term that extends beyond November 7, 2037 .

(b) New Agreement; Right of First Refusal . In the event that TLO proposes to enter into a pipeline transportation services agreement with a third party within two (2) years after the termination of this Agreement for reasons other than (x) by default by TRMC and (y) any other termination of this Agreement initiated by TRMC pursuant to Section 16 , TLO shall give TRMC ninety (90) days’ prior written notice of any proposed new pipeline transportation services agreement with a third party, including (i) details of all of the material terms and conditions thereof and (ii) a thirty (30)-day period (beginning upon TRMC’s receipt of such written notice) (the “ First Offer Period ”) in which TRMC may make a good faith offer to enter into a new pipeline transportation services agreement with TLO (the “ Right of First Refusal ”). If TRMC makes an offer on terms no less favorable to TLO than the third-party offer with respect to such pipeline transportation services agreement during the First Offer Period, then TLO shall be obligated to enter into a pipeline transportation services agreement with TRMC on the terms set forth in TRMC’s offer to TLO. If TRMC does not exercise its Right of First Refusal in the manner set forth above, TLO may, for the next ninety (90) days, proceed with the negotiation of the third-party pipeline transportation services agreement. If no third party agreement is consummated during such ninety-day period, the terms and conditions of this Section 17(b) shall again become effective.

18.

FORCE MAJEURE

(a) As soon as possible upon the occurrence of a Force Majeure, TLO shall provide TRMC with written notice of the occurrence of such Force Majeure (a “ Force Majeure Notice ”). TLO shall identify in such Force Majeure Notice the Short Haul Pipelines that are affected by the Force Majeure and the approximate length of time that TLO reasonably believes in good faith such Force Majeure shall continue (the “ Force Majeure Period ”). If TLO advises in any Force Majeure Notice that it reasonably believes in good faith that the Force Majeure Period shall continue for more than twelve (12) consecutive Months, then, subject to Section 19 below, at any time after TLO delivers such Force Majeure Notice, either Party may terminate that portion of this Agreement or any Pipeline Service Order relating to the affected Short Haul Pipeline, but only upon delivery to the other Party of a notice (a “ Termination Notice ”) at least twelve (12) Months prior to the expiration of the Force Majeure Period; provided, however, that such Termination Notice shall be deemed cancelled and of no effect if the Force Majeure ends prior to the expiration of such twelve (12)-Month period. For the avoidance of doubt, neither Party

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may exercise its right under this Section 18(a) to terminate this Agreement any Pipeline Service Order as a result of a Force Majeure with respect to any Short Haul Pipeline that has been unaffected by, or has been restored to working order since, the applicable Force Majeure, including pursuant to a Restoration under Section 19 .

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

(c) Subject to Section 19 below, TLO’s obligations may be temporarily suspended during the occurrence of, and for the entire duration of, a Force Majeure that prevents TLO from shipping the Minimum Crude Pipeline Throughput Volume or the Minimum Product Pipeline Throughput Volume. If, for reasons of Force Majeure, TLO is prevented from shipping the Minimum Crude Pipeline Throughput Volume, then TRMC’s obligation to ship the Minimum Crude Pipeline Throughput Volume and pay the MCPTF shall be reduced to the extent that TLO is prevented from shipping the full Minimum Crude Pipeline Throughput Volume on the Crude Pipeline. At such time as TLO is capable of shipping through the Crude Pipeline volumes equal to the Minimum Crude Pipeline Throughput Volume, TRMC’s obligation to ship the full Minimum Crude Pipeline Throughput Volume and pay the MCPTF shall be restored. If, for reasons of Force Majeure, TLO is prevented from shipping the Minimum Product Pipeline Throughput Volume, then TRMC’s obligation to ship the Minimum Product Pipeline Throughput Volume and pay the MPPTF shall be reduced to the extent that TLO is prevented from shipping the full Minimum Product Pipeline Throughput Volume on the Product Pipelines. At such time as TLO is capable of shipping through the Product Pipelines volumes equal to the Minimum Product Pipeline Throughput Volume, TRMC’s obligation to ship the full Minimum Product Pipeline Throughput Volume and pay the MPPTF shall be restored. In addition, if TRMC is prevented from receiving Crude Oil from the Crude Pipeline, or shipping Petroleum Products on the Products Pipeline as a result of a Force Majeure event affecting the Storage Facility or other facilities owned by TLO, its obligation to ship the Minimum Crude Pipeline Throughput Volume and pay the MCPTF or ship the Minimum Product Pipeline Throughput Volume and pay the MPPTF shall be reduced accordingly. TLO agrees that it shall declare a Force Majeure if TLO is prevented from shipping the Minimum Crude Pipeline Throughput Volume or the Minimum Product Pipeline Throughput Volume due to the inability of any pipeline connecting to the Short Haul Pipelines to supply or accept Crude Oil or Petroleum Products, as applicable.

19.

CAPABILITIES OF SHORT HAUL PIPELINES

(a) Interruptions of Service. TLO shall use reasonable commercial efforts to minimize the interruption of service on the Short Haul Pipelines. TLO shall promptly inform TRMC of any anticipated partial or complete interruption of service which is projected to extend more than twenty-four (24) hours on any part of the Short Haul Pipelines affecting TLO’s ability to receive or deliver Products on the Short Haul Pipelines, including relevant information about the nature, extent, cause and expected duration of the interruption and the actions TLO is taking to resume full operations, provided that TLO shall not have any liability for any failure to notify, or delay in notifying, TRMC of any such matters except to the extent TRMC has been materially prejudiced or damaged by such failure or delay.

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(b) Maintenance and Repair Standards.

(i) Subject to Force Majeure, interruptions for routine repair and maintenance consistent with customary crude petroleum and refined petroleum products pipeline standards, and any applicable regulatory requirements, TLO shall accept for shipment on the Short Haul Pipelines in accordance with pipeline industry standards all Crude Oil and Petroleum Products that TRMC requests TLO to transport. Further, TLO shall maintain and repair all portions of the Short Haul Pipelines in accordance with pipeline industry standards and in a manner which allows the Short Haul Pipelines to be capable, subject to Force Majeure, of shipping, storing and delivering volumes of Crude Oil and Petroleum Products which are no less than the Crude Pipeline Throughput Capacity and the Product Pipeline Throughput Capacity.

(ii) If for any reason, including without limitation a Force Majeure event, the throughput capacity of the Crude Pipeline should fall below the Minimum Crude Pipeline Throughput Volume, or the throughput capacity of the Product Pipelines should fall below the Minimum Product Pipeline Throughput Volume, then (A) during such period of reduced throughput capacity, TRMC’s obligation to ship the Minimum Crude Pipeline Throughput Volume or the Minimum Product Pipeline Throughput Volume, as applicable, shall be reduced as described in Section 18(c) above and (B) within a reasonable period of time after the commencement of such reduction, TLO shall make repairs to and/or replace the affected portion of the Short Haul Pipelines to restore the capacity of the Crude Pipeline to the Crude Pipeline Throughput Capacity and to restore the capacity of the Product Pipelines to the Product Pipeline Throughput Capacity (“ Restoration ”). Except as provided below in Sections 19(c) and 19(d) , all such Restoration shall be at TLO’s cost and expense unless the damage creating the need for such repairs was caused by the negligence or willful misconduct of TRMC, its employees, agents or customers.

(c) Capacity Resolution . In the event of the failure of TLO to maintain the Short Haul Pipelines at a level sufficient to maintain Crude Pipeline Throughput Capacity or the Product Pipeline Throughput Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the affected portion of the Short Haul Pipelines which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “ Capacity Resolution ”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary pipeline transportation industry standards and shall take into consideration TLO’s economic considerations relating to costs of the repairs and TRMC’s requirements concerning the operation of the Refinery. In the event that TRMC’s economic considerations justify incurring additional costs to restore the Short Haul Pipelines in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMC’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan wherein TRMC agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement pursuant to Section 18(a) above so long as such Restoration is completed with due diligence, and TRMC shall pay such portion to TLO in advance based on an estimate conforming to reasonable engineering standards applicable to the Crude Pipeline or the Product Pipelines, as applicable. Upon completion, TRMC shall pay the difference between the actual portion of Restoration costs to be paid by TRMC pursuant to this Section 19(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s invoice therefor, or, if appropriate, TLO shall pay TRMC the excess of the estimate paid by TRMC over TLO’s actual costs as previously described within thirty (30) days after completion of the Restoration.

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(d) TRMC’s Right To Cure . If at any time after the occurrence of (x) a Partnership Change of Control or (y) a sale of the Refinery, TLO either (i) refuses or fails to meet with TRMC within the period set forth in Section 19(c) , (ii) fails to agree to perform a Capacity Resolution in accordance with the standards set forth in Section 19(c) or (iii) fails to perform its obligations in compliance with the terms of a Capacity Resolution, TRMC may, as its sole remedy for any breach by TLO of any of its obligations under Section 19(c) , require TLO to complete a Restoration of the affected portions of the Short Haul Pipelines. Any such Restoration required under this Section 19(d) shall be completed by TLO at TRMC’s cost. TLO shall use commercially reasonable efforts to continue to provide transportation services for Crude Oil and Petroleum Products tendered by TRMC while such Restoration is being completed. Any work performed by TLO pursuant to this Section 19 shall be performed and completed in a good and workmanlike manner consistent with applicable pipeline industry standards and in accordance with all Applicable Laws, rules and/or regulations. Additionally, during such period after the occurrence of (A) a Partnership Change of Control or (B) a sale of the Refinery, TRMC may exercise any remedies available to it under this Agreement (other than termination), including the right to immediately seek temporary and permanent injunctive relief for specific performance by TLO of the applicable provisions of this Agreement, including, without limitation, the obligation to make Restorations described herein.

20.

SUSPENSION OF REFINERY OPERATIONS

(a) No Termination . This Agreement shall continue in full force and effect regardless of whether TRMC decides to permanently or indefinitely suspend refining operations at the Refinery for any period.

(b) Continued Liability for MCPTF and MPPTF . If refining operations at the Refinery are suspended for any reason (including Refinery turnarounds and other scheduled maintenance), then TRMC shall remain liable for payment of the MCPTF and the MPPTF under this Agreement for the duration of the suspension.

21.

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL

(a) As of the Commencement Date, the General Partner shall assign all of its rights and obligations under this Agreement to the Partnership. The Partnership shall immediately assign its rights and obligations hereunder to TLO. Upon such assignment to TLO, TLO shall have all of the respective rights and obligations set forth herein during the Term of this Agreement.

(b) Except as otherwise provided in this Section 21 , TRMC shall not transfer, assign, or convey its interests hereunder, in whole or in part, to a third party without the written consent of the TLO, which consent shall not be unreasonably withheld. TLO may assign its interest hereunder without consent from TRMC to any subsidiary or affiliated company. TLO shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLO. TRMC may assign its interest hereunder without consent from TLO to any subsidiary or affiliated company or any purchaser of the Refinery, provided that such purchaser meets acceptable credit standards to be determined in TLO’s commercially reasonable discretion. 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.

(c) TRMC’s obligations hereunder shall not terminate in connection with a Partnership Change of Control. TLO shall provide TRMC with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

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22.

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

Attention: General Counsel

If to TLO, to:

Tesoro Logistics Operations LLC

19100 Ridgewood Parkway

San Antonio, Texas 78259

For legal notices :

Attention: General Counsel

For all other notices and communications :

Attention: Don J. Sorensen, Senior Vice President, Logistics

phone: (210) 626-6195

email: Don.J.Sorensen@andeavor.com

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

other Party.

23.

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 (3) 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.

24.

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 24 . 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;

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(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 TLO that was in the possession of TRMC or any of its affiliates as a result of their ownership or operation of the Short Haul Pipelines prior to the Commencement Date);

(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 24 , 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 Disclosures . Notwithstanding Section 24(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 24 , 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.

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(e) Survival . The provisions of this Section 24 shall survive the termination of this Agreement for two (2) years.

25.

MISCELLANEOUS

(a) Modification; Waiver . This Agreement or any Pipeline Service Order may be amended or modified only by a written instrument executed by the Parties. Any of the terms and conditions of this Agreement or any Pipeline Service Order 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 Pipeline Service Order, 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 or any Pipeline Service Order 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 Schedules and Pipeline Service Orders and the other agreements executed on the date hereof in connection with the transactions contemplated by the 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 Omnibus Agreement, the provisions of the Omnibus 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 shall not be interpreted 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.

(d) Governing Law; Jurisdiction . This Agreement and any Pipeline Service Order shall be governed by the laws of the State of Texas without giving effect to its conflict of laws principles. Each Party hereby irrevocably submits to the exclusive jurisdiction of any federal court of competent jurisdiction situated in the United States District Court for the Western District of Texas, San Antonio Division, or if such federal court declines to exercise or does not have jurisdiction, in the district court of Bexar County, Texas. The Parties expressly and irrevocably submit to the jurisdiction of said Courts and

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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 or any Pipeline Service Order 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 and any Pipeline Service Order 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 and any Pipeline Service Order will be interpreted in such manner as to be valid and effective under applicable law, but if any provision of this Agreement or any Pipeline Service Order 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 Beneficiaries . Except as specifically provided herein, including as set forth in Section 13 , it is expressly understood that the provisions of this Agreement and any Pipeline Service Order do not impart enforceable rights in anyone who is not a Party or successor or permitted assignee of a Party.

(i) Schedules and Pipeline Service Orders(s) . Each of the Schedules and Pipeline Service Order(s) attached hereto and referred to herein is hereby incorporated in and made a part of this Agreement as if set forth in full herein.

[ Signature Page Follows ]

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


TESORO LOGISTICS OPERATIONS LLC

By:		/S/ STEVEN M. STERIN
		Steven M. Sterin
		President and Chief Financial Officer



Solely in respect of Section 21(a) only: ANDEAVOR LOGISTICS LP

By:		TESORO LOGISTICS GP, LLC,
		its general partner

By:		/S/ STEVEN M. STERIN
		Steven M. Sterin
		President and Chief Financial Officer



Solely in respect of Section 21(a) only: TESORO LOGISTICS GP, LLC

By:		/S/ STEVEN M. STERIN
		Steven M. Sterin
		President and Chief Financial Officer



TESORO REFINING & MARKETING COMPANY LLC

By:		/S/ GREGORY J. GOFF
		Gregory J. Goff
		President

Signature Page to

Anacortes

Transportation Services Agreement

SCHEDULE A

SHORT HAUL PIPELINES

LOGO

Schedule A

Anacortes Transportation Services Agreement

EXHIBIT 1

FORM OF PIPELINE SERVICE ORDER

(ANACORTES SHORT HAUL PIPELINES [ ] - _________, 20__)

This Pipeline Service Order is entered as of ______ ___, 20__, 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 Transportation Services Agreement (Anacortes Short-Haul Pipelines), dated as of November 8, 2017, by and among such parties, and Tesoro Logistics GP, LLC, a Delaware limited liability company, and Andeavor 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 8 of the Agreement, the parties hereto agree to the following provisions:

[Insert applicable provisions:

(i) The rules and procedures for the Short Haul Pipelines, if any, referenced in Section 2 ;

(ii) The per Barrel throughput fee for the Crude Pipeline;

(iii) The per Barrel throughput fee for the Products Pipelines;

(iv) Any other services and the fees for such services;

(v) Any capital expenditures and related costs to be incurred;

(vi) Any surcharges for additional capital expenditures and related costs;

(vii) Methods for adjusting fees and charges;

(viii) Measurement procedures to determine volumes being throughput through the Short Haul Pipelines; and

(ix) Any other services as may be agreed.]

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

[Signature Page Follows]

Exhibit 1 –

Anacortes Transportation Services Agreement

IN WITNESS WHEREOF , the parties hereto have duly executed this Pipeline Service Order as of the date first written above.


	TESORO LOGISTICS OPERATIONS LLC		TESORO REFINING & MARKETING COMPANY LLC

By:		By:

Exhibit 1 –

Anacortes Transportation Services Agreement

Exhibit 10.4

ANACORTES MANIFEST RAIL TERMINALLING SERVICES AGREEMENT

This Anacortes Manifest Rail Terminalling Services Agreement (this “ Agreement ”) is effective as of the Commencement Date (as defined below), by and between Tesoro Logistics Operations LLC, a Delaware limited liability company (“ TLO ”), and for purposes of Section 31(a) only, Tesoro Logistics GP, LLC, a Delaware limited liability company (the “ General Partner ”), and Andeavor Logistics LP, a Delaware limited partnership (the “ Partnership ”), on the one hand, and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“ Customer ”), on the other hand.

RECITALS

WHEREAS , by virtue of its direct and indirect ownership interests in the Partnership, Customer has an economic interest in the financial and commercial success of the Partnership and its operating subsidiary, TLO; and

WHEREAS , Customer and TLO desire to enter into this Agreement to memorialize the terms of their commercial relationship related to the subject matter hereof.

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

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.

“ Andeavor ” means Andeavor, a Delaware corporation, and the parent company of Customer.

“ API ” means American Petroleum Institute.

“ ASTM ” means ASTM International, formerly known as the American Society for Testing and Materials.

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

“ Heavy Oils Base Fee ” means the per Barrel throughput fees at the Terminal as set forth on a Terminal Service Order multiplied by the actual throughput by Customer of Heavy Oils across the Terminal for the particular Month.

“ BNSF ” means BNSF Railway Company, a Delaware corporation.

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

“ Capacity Resolution ” has the meaning set forth in Section 28(c) .

“ Carrier ” means a third-party agent or contractor hired by Customer, who is in the business of transporting Products via railcars.

“ Commencement Date ” means November 8, 2017.

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

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

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

“ Customer Termination Notice ” has the meaning set forth in Section 27(b) .

“ Extension Period ” has the meaning set forth in Section 2 .

“ Force Majeure Notice ” has the meaning set forth in Section 27(a) .

“ Force Majeure Period ” has the meaning set forth in Section 27(a) .

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

“ Heavy Oils ” mean waxy crude oil, atmospheric tank bottoms, and other refinery feedstocks.

“ Initial Term ” has the meaning set forth in Section 2 .

“ ITA ” means the Industry Track Agreement, dated August 31, 2012, between BNSF and Customer, as amended, which was partially assigned to TLO on November 15, 2012, and fully assigned to TLO contemporaneously herewith.

“ Manifest Railcar ” means any single unit railcar, or small collection of railcars, in a shipment of Products to the Terminal for which BNSF would owe payment to Customer under Section 1.3 of the ITA.

“ Manifest Railcar Loading and Unloading Capacity ” means an aggregate volume of 5,000 Barrels per day of Heavy Oils to be loaded into or unloaded from Manifest Railcars at the Terminal.

“ Minimum Heavy Oils Throughput Volume ” means an aggregate volume of 95,660 Barrels of Heavy Oils per Month throughput across the Terminal; provided, however, that the Minimum Heavy Oils Throughput Volume for any partial calendar month during the Term of this Agreement shall be prorated in accordance with the ratio of the number of days in such Month to the total number of days in such Month.

“ Month ” means a calendar month.

“ MTVF ” means a Monthly fee calculated by multiplying the Minimum Heavy Oils Throughput Volume by the per Barrel throughput fees for Heavy Oils at the Terminal as set forth on a Terminal Service Order.

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

“ Partnership Change of Control ” means Andeavor ceases to possess, directly or indirectly, the power to direct or cause the direction of the management and policies of the General Partner of the Partnership, whether through ownership of voting securities, by contract, or otherwise.

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

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

“ Product ” or “ Products ” means Heavy Oils, refinery catalysts and caustic chemicals and any other product as designated in a Terminal Service Order.

“ Receiving Party Personnel ” has the meaning set forth in Section 33(d) .

“ Refinery ” means Customer’s refining facilities located at Anacortes, Washington.

“ Related Agreements ” means the Storage Service Agreement – Anacortes II, Transportation Services Agreement (Anacortes Short-Haul Pipelines), and the Anacortes Marine Terminal Operating Agreement entered into between Customer and TLO concurrently herewith.

“ Restoration ” has the meaning set forth in Section 28(b) .

“ Secondment Agreement ” shall mean the First Amended and Restated Secondment and Logistics Services Agreement dated as of October 30, 2017, as amended, and related service orders.

“ Shortfall Credit ” has the meaning set forth in Section 13(b) .

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

“ Term ” has the meaning set forth in Section 2 .

“ Terminal ” means TLO’s Manifest Railcar terminal adjacent to the Refinery, consisting of a manifest rail loading and unloading facility.

“ Terminal Service Order ” has the meaning set forth in Section 13(a) .

“ Terminalling First Offer Period ” has the meaning set forth in Section 30(b) .

“ Terminalling Right of First Refusal ” has the meaning set forth in Section 30(b) .

“ Termination Notice ” has the meaning set forth in Section 27(a) .

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

TERM

3.	SERVICES

(a) Services . During the Term and subject to the terms and conditions of this Agreement and any Terminal Service Order, TLO shall make available to Customer at the Terminal the following services:

(i) Manifest Railcar loading and unloading services pursuant to Section 5;

(ii) Caustic chemicals and catalyst loading and unloading services pursuant to Section 6;

(iii) Railcar switching and railcar storage services pursuant to Section 7;

(iv) Track inspection and maintenance services pursuant to Section 8; and

(v) Any other services agreed upon in a Terminal Service Order.

(b) Exclusive Use . Subject to Applicable Law, during the Term, the Terminal shall be dedicated exclusively to the use of Customer, and TLO shall not use the Terminal to provide services for any third party, except upon specific directions from Customer.

(c) Existing Contractors . TLO may continue to utilize labor, equipment, materials and supplies provided by contractors under their existing service agreements with Customer to perform work to be performed by TLO hereunder, without the requirement that such existing contracts be amended, assigned or replaced. Such contracts with Customer may continue to cover the work to be provided by TLO hereunder, as provided under Section 4(a) of the Secondment Agreement, and TLO shall be responsible for the costs and expenses of such work performed by such contractors pursuant to those provisions of the Secondment Agreement.

4.	THROUGHPUT FEES

(a) Customer agrees to pay TLO the higher of the Heavy Oil Base Fee or the MTVF.

(b) Customer shall also pay to TLO such additional service fees as may be specified in a Terminal Service Order.

5.	MANIFEST RAILCAR LOADING AND UNLOADING

During the Term and subject to the terms and conditions of this Agreement and any Terminal Service Order, TLO shall provide loading and unloading services for Manifest Railcars as nominated by Customer for Heavy Oils up to the Manifest Railcar Loading and Unloading Capacity of the Terminal. Manifest Railcar loading and unloading services at the Terminal will be made available by TLO to Customer on 24/7/365 basis, as needed, except as otherwise provided in a Terminal Service Order.

6.	CAUSTIC CHEMICAL AND CATALYST LOADING AND UNLOADING

During the Term and subject to the terms and conditions of this Agreement and any Terminal Service Order, TLO shall provide railcar loading and unloading services for Customer’s caustic chemicals and catalysts at the Terminal.

7.	RAIL CAR SWITCHING AND STORAGE

During the Term and subject to the terms and conditions of this Agreement and any Terminal Service Order, TLO will provide Manifest Railcar switching services and railcar storage services on behalf of Customer. Switching services will be provided for all Manifest Railcars as requested by Customer. Under current operation BNSF delivers manifest railcars into the Refinery 6 days per week. There is a designated drop-off track (inbound) and a designated pick-up track (outbound). Switching activity covers movements between the drop-off track, pick-up track, offloading racks and storage tracks. Switching services will include assembling the cars that are scheduled to depart the Refinery on the outbound track prior to pick up by BNSF. Switching services at the Terminal will be made available by TLO to Customer on 24/7/365 basis, as needed, except as otherwise provided in a Terminal Service Order.

8.	TRACK INSPECTION AND MAINTENANCE

During the Term and subject to the terms and conditions of this Agreement and any Terminal Service Order, TLO will provide track inspection and maintenance services on behalf of Customer.

9.	STEAM SERVICES

Customer, at its sole cost and expense, shall provide TLO steam for the Terminal, measuring 1200 psig at 1500 ° F, pursuant to an applicable Terminal Service Order.

10.

REIMBURSEMENT FOR NEWLY IMPOSED TAXES AND REGULATORY FEES; EXCISE TAXES

(a) Prompt Reimbursement . Customer shall promptly pay or reimburse TLO for any newly imposed taxes, levies, royalties, assessments, licenses, fees, charges, surcharges and sums due of any nature whatsoever (other than income taxes, gross receipt taxes and similar taxes) by any federal, state or local government or agency that TLO incurs on Customer’s behalf for the services provided by TLO under this Agreement or any Terminal Service Order. If TLO is required to pay any of the foregoing, Customer shall promptly reimburse TLO in accordance with the payment terms set forth in this Agreement. Any such newly imposed taxes or regulatory fees as provided for in this Section 10(a) shall be specified in an applicable Terminal Service Order.

(b) Excise Tax Certification . Upon written request by TLO, Customer shall supply TLO with a completed signed original notification certificate of gasoline and diesel fuel registrant as required by the Internal Revenue Service’s excise tax regulation. Customer further agrees to comply with all Applicable Law with respect to such taxes.

(c) Exemption Certification . If Customer is exempt from the payment of any taxes allocated to Customer under the foregoing provisions, Customer shall furnish TLO with the proper exemption certificates.

11.

EXPENDITURE REQUIRED BY NEW LAWS AND REGULATIONS

(a) Surcharge . If, during the Term, any existing laws or regulations are changed or any new laws or regulations are enacted (other than with respect to taxes and those matters that are addressed in Section 10 above) that require TLO to make substantial and unanticipated expenditures (whether capitalized or otherwise) with respect to the Terminal, TLO may, subject to the terms of this Section 11 , impose a surcharge to increase the applicable service fee (“ Surcharge ”), to cover Customer’s pro rata share of the cost of complying with these laws or regulations, based upon the percentage of Customer’s use of the services or facilities impacted by such new laws or regulations.

(b) Notification and Mitigation . TLO shall notify Customer of any proposed Surcharge to be imposed pursuant to Section 11(a) sufficient to cover the cost of any required capital projects and any ongoing increased operating costs. TLO and Customer then shall negotiate in good faith for up to thirty (30) days to mutually determine the effect of the change in law or regulation or new law or regulation, the cost thereof, and how such cost shall be amortized at an interest rate of no more than LIBOR plus six percent (LIBOR + 6%) as a Surcharge, with the understanding that TLO and Customer shall use their reasonable commercial efforts to mitigate the impact of, and comply with, such laws and regulations. Without limiting the foregoing, if expenditures requiring a Surcharge may be avoided or reduced through changes in operations, then the Parties shall negotiate in good faith to set forth the appropriate changes in a Terminal Service Order to evidence the reduction of the amount of a Surcharge while leaving the Parties in the same relative economic position they held before the laws or regulations were changed or enacted.

(c) Less Than 15% Surcharge . In the event any Surcharge results in less than a fifteen percent (15%) increase in the applicable service fee, Customer will be assessed such Surcharge on all future invoices during the period in which such Surcharge is in effect for the applicable amortization period, and TLO shall not terminate the affected service from this Agreement.

(d) 15% or More Surcharge . In the event any Surcharge results in a fifteen percent (15%) or more increase in the applicable service fee, TLO shall notify Customer of the amount of the Surcharge required to reimburse TLO for its costs, plus carrying costs, together with reasonable supporting detail for the nature and amount of any such Surcharge.

(i) If within thirty (30) days of such notification provided in this Section 11(d) , Customer does not agree to pay such Surcharge or to reimburse TLO up front for its costs, TLO may elect to either:

require Customer to pay such Surcharge, up to a fifteen percent (15%) increase in the applicable service fee; or

terminate the service under this Agreement to which the Surcharge applies, upon notice to Customer.

(ii) TLO’s performance obligations under this Agreement shall be suspended or reduced during the above thirty (30) day period to the extent that TLO would be obligated to make such expenditures to continue performance during such period.

(e) Resolution of Surcharge . Following a resolution with respect to the amount and manner of payment of a Surcharge pursuant to this Section 11 , the Parties shall execute an appropriate Terminal Service Order memorializing the terms of such resolution.

(f) Payment of Surcharge . In lieu of paying the Surcharge in connection with any required capital project, Customer may, at its option, elect to pay the full cost of the substantial and unanticipated expenditures upon completion of a project.

12.

RESERVED

13.

TERMINAL SERVICE ORDERS; PAYMENT

(a) Description . TLO and Customer shall enter into one or more terminal service orders for the Terminal substantially in the form attached hereto as Exhibit 1 (each, a “ Terminal Service Order ”). Upon a request by Customer pursuant to this Agreement or as deemed necessary or appropriate by TLO in connection with the services to be delivered pursuant hereto, TLO 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 TLO and Customer.

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

(i) The per Barrel throughput fees for Heavy Oils at the Terminal and the amount and structure of any additional service fees payable by Customer to TLO.

(ii) The terms and conditions for the provision of Heavy Oils railcar loading and unloading services pursuant to Section 5 ;

(iii) The terms and conditions for the provision of caustic chemical and catalyst loading and unloading services pursuant to Section 6 ;

(iv) The terms and conditions for the provision of Manifest Railcar switching and railcar storage services pursuant to Section 7 ;

(v) The terms and conditions for the provision of track inspection and maintenance services pursuant to Section 8 ;

(vi) The terms and conditions for the provision of any steam services pursuant to Section 9 ;

(vii) Any reimbursement pursuant to Section 10(a) ;

(viii) Any Surcharge pursuant to Section 11 ;

(ix) Measurement procedures to determine volumes of Products under Section 16 ; and

(x) Any other services as may be agreed.

(c) Monthly Shortfall Credit . If the Heavy Oils Base Fee is less than the MTVF, then Customer shall receive a “ Shortfall Credit ” equal to such difference.

(d) Monthly Reconciliation . Actual volumes of Heavy Oils throughput across the Terminal are to be determined Monthly in accordance with Section 16 . The Shortfall Credit shall be credited as follows:

(i) The dollar amount of any Shortfall Credit included in the Monthly invoice will be posted as a credit to Customer’s account and may be applied against amounts owed by Customer for volumes in excess of the Minimum Heavy Oils Throughput Volume during any of the succeeding three (3) Months; and

(ii) Any portion of the Shortfall Credit that is not used by Customer during the succeeding three (3) Months will expire at the end of said three (3) Month period relating to the respective credit and be reset to zero.

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

(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.

14.

TITLE AND RISK OF LOSS; CUSTODY AND CONTROL

(a) Title and Risks of Loss . Title and the risk of loss or damage to the Products shall remain at all times with the owner of the Product.

(b) Custody and Control . For Products received at the Terminal, TLO will have custody of the Products from the time the railcar containing the Products enters the Terminal and the Carrier’s locomotive crew has disconnected from such railcar until such time as the Products are delivered by TLO to Customer at the Refinery. For Products delivered from the Terminal, TLO will have custody of the Products until the Products are delivered into Customer’s railcar or the railcar of Customer’s Carrier.

15.

PRODUCT QUALITY

Customer warrants that all Products delivered under this Agreement and any Terminal Service Order shall meet the latest mutually agreed upon specifications for that Product upon receipt at the Terminal and contain no deleterious substances or concentrations of any contaminants that may make it or its components commercially unacceptable in general industry application. Customer shall not deliver to the Terminal any Products which: (i) would in any way be injurious to the Terminal; (ii) would contaminate or otherwise downgrade the quality of the Products stored in TLO’s storage tanks; or (iii) otherwise do not meet applicable Product specifications for such Product that are customary in the location of the Terminal. If, however, there are Products that do not have such applicable specifications, the specifications shall be mutually agreed upon by the Parties. Should Customer’s Products not comply with any minimum quality standards set forth in this Agreement or any Terminal Service Order, Customer shall be liable for all loss, damage and cost incurred thereby.

16.

MEASUREMENT AND VOLUME LOSSES

(a) Methods of Measurement .

(i) All quantities of liquid petroleum Products received or delivered by or into railcars shall be measured and determined based upon the meter readings at the Terminal, or if such meters are unavailable, by applicable calibration tables, or, in the case of deliveries to the Terminal based upon the loading tickets received by Customer at the place of loading for Customer’s railcars, or as otherwise set forth on a Terminal Service Order.

(ii) All quantities of liquid petroleum Products shall be adjusted to net gallons at 60° F in accordance with ASTM D-1250 Petroleum Measurement Tables, or latest revisions thereof. Meters and temperature probes shall be calibrated according to applicable API standards. Customer shall have the right, at its sole expense, and in accordance with rack location procedure, to independently certify such calibration. Storage tank gauging shall be performed by TLO’s personnel. TLO’s gauging shall be deemed accurate unless challenged by an independent certified gauger. Customer may perform joint gauging at its sole expense with TLO’s personnel at the time of delivery or receipt of Product, to verify the amount involved. If Customer should request an independent gauger, such gauger must be acceptable to TLO and such gauging shall be at Customer’s sole expense.

(b) Measurement and Volume Loss Control Practices .

(i) TLO shall have no obligation to measure volume gains and losses.

(ii) Subject to Section 22(c) , TLO shall be responsible to Customer only for Product losses and/or shortages resulting from the negligent or wrongful acts and omissions of TLO; provided that TLO shall not be responsible to Customer for any Product losses and/or shortages for which Customer is compensated by its cargo/inventory insurance carrier, including through the cargo/inventory insurance coverage required by Section 24 . If Customer fails to maintain the cargo/inventory insurance coverage required by Section 24 , then TLO shall also not be responsible to Customer for any Product losses and/or shortages to the extent Customer would have been compensated by its insurance carrier had Customer maintained the cargo/inventory insurance coverage required by Section 24 .

(iii) Customer shall be responsible for all Product losses and/or shortages it may suffer other than those covered by Section 16(b)(ii) .

17.

RESERVED

18.

DELIVERIES INTO RAILCARS

Prior to transporting any Products loaded into railcars at the Terminal, TLO shall make or cause to be made, the following certifications on the delivery receipt or bill of lading covering the Products received:

“If required by 49 C.F.R. 172.204, this is to certify that the above-named materials are properly classified, described, packaged, marked and labeled, and are in proper condition for transportation according to the applicable regulations of the Department of Transportation. Carrier hereby certifies that the cargo tank used for this shipment is a proper container for the commodity loaded therein and complies with Department of Transportation specifications and certifies that cargo tank is properly placarded and marked to comply with regulations pertaining to hazardous materials.”

TLO shall require each Carrier coming into the Terminal to expressly agree in writing to be bound by the provisions of a carrier access agreement with respect to withdrawals and loading of Products hereunder and to conduct its operations at the Terminal in a safe manner, in accordance with all Applicable Law.

19.

ACCOUNTING PROVISIONS AND DOCUMENTATION

(a) Required Reports . TLO shall furnish Customer with the following reports covering services hereunder involving Customer’s Products:

(i) within ten (10) Business Days following the end of the Month, a statement showing, by Product: (A) Customer’s monthly aggregate deliveries into the Terminal; (B) Customer’s monthly receipts from the Terminal; and (C) calculation of all Customer’s monthly terminalling fees;

(ii) a copy of any meter calibration report, to be available for inspection upon reasonable request by Customer at the Terminal following any calibration; and

(iii) upon delivery from the Terminal, a hard copy bill of lading to the Carrier for each delivery; upon reasonable request only, a hard copy bill of lading shall be provided to Customer’s accounting group; upon each delivery from the Terminal, bill of lading information shall be sent electronically through a mutually agreeable system.

20.

AUDIT AND CLAIMS PERIOD

21.

LIEN WAIVERS

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

22.

LIMITATION ON LIABILITY

(a) No Special Damages . Notwithstanding anything to the contrary contained herein, neither Party shall be liable or responsible to the other Party or such other Party’s affiliated Persons for any consequential, incidental, or punitive damages, or for loss of profits or revenues (collectively referred to as “special damages”) incurred by such Party or its affiliated Persons

that arise out of or relate to this Agreement, REGARDLESS OF WHETHER ANY SUCH CLAIM ARISES UNDER OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE PARTY WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special 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) Demurrage . Except as otherwise provided in a Terminal Service Order, TLO will have no liability for demurrage, except (i) if such demurrage is the result of TLO’s gross negligence or willful misconduct, or (ii) to the extent caused by TLO’s contractors, subcontractors or agents, and then only up to the amounts TLO is able to recover from its contractors, subcontractors and/or agents.

(c) Claims and Liability for Lost Product . TLO shall not be liable to Customer for lost or damaged Product unless Customer notifies TLO in writing within ninety (90) days of the report of any incident or the date Customer learns of any such loss or damage to the Product. TLO’s maximum liability to Customer for any lost or damaged Product shall be limited to (i) the lesser of (1) 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 (2) the actual cost paid for the Product by Customer (copies of Customer’s invoices of cost paid must be provided), less (ii) the salvage value, if any, of the damaged Product.

(d) No Guarantees or Warranties . Except as expressly provided in the Agreement, neither Customer nor TLO makes any guarantees or warranties of any kind, expressed or implied, with respect to the subject matter hereof.

23.

INDEMNITIES

by or resulting in whole or in part from the negligent or wrongful acts or omissions of TLO or the General Partner in connection with the ownership or operation of the Terminal and the services provided hereunder, and, as applicable, their carriers, customers (other than Customer), representatives, and agents, or those of their respective employees with respect to such matters, and (iv) any losses incurred by the Customer Group due to violations of this Agreement or any Terminal Service Order by TLO, or, as applicable, its customers (other than Customer), representatives, and agents; PROVIDED THAT TLO SHALL NOT BE OBLIGATED TO RELEASE, INDEMNIFY OR HOLD HARMLESS CUSTOMER OR ANY MEMBER OF THE CUSTOMER GROUP FROM AND AGAINST ANY CLAIMS TO THE EXTENT THEY RESULT FROM THE BREACH OF CONTRACT, STRICT LIABILITY OR THE NEGLIGENT ACTS, ERRORS OR OMISSIONS OR WILLFUL MISCONDUCT OF CUSTOMER OR ANY MEMBER OF THE CUSTOMER GROUP.

(b) Customer Indemnities . Notwithstanding anything else contained in this Agreement or any Terminal Service Order, Customer shall release, defend, protect, indemnify, and hold harmless TLO, General Partner, the Partnership, their subsidiaries and their respective officers, directors, members, managers, employees, agents, contractors, successors, and assigns (collectively the “ Partnership Group ”) from and against any and all demands, claims (including third-party claims), losses, costs, suits, or causes of action (including, but not limited to, any judgments, losses, liabilities, fines, penalties, expenses, interest, reasonable legal fees, costs of suit, and damages, whether in law or equity and whether in contract, tort, or otherwise) for or relating to (i) personal or bodily injury to, or death of the employees of TLO, the General Partner, Customer, and, as applicable, their carriers, customers, representatives, and agents; (ii) loss of or damage to any property, products, material, and/or equipment belonging to TLO, Customer, and, as applicable, their carriers, customers, representatives, and agents, and each of their respective affiliates, contractors, and subcontractors (except for those volume losses of Products provided for herein); (iii) loss of or damage to any other property, products, material, and/or equipment of any other description (except for those volume losses of Products provided for herein), and/or personal or bodily injury to, or death of any other Person or Persons; and with respect to clauses (i) through (iii) above, which is caused by or resulting in whole or in part from the negligent or wrongful acts or omissions of Customer, in connection with Customer’s use of the Terminal and the services provided hereunder and Customer’s Products stored hereunder, and, as applicable, its Carriers, customers, representatives, and agents, or those of their respective employees with respect to such matters; and (iv) any losses incurred by the Partnership Group due to violations of this Agreement or any Terminal Service Order by Customer, or, as applicable, its carriers, customers, representatives, and agents; PROVIDED THAT CUSTOMER SHALL NOT BE OBLIGATED TO RELEASE, INDEMNIFY OR HOLD HARMLESS TLO OR ANY MEMBER OF THE PARTNERSHIP GROUP FROM AND AGAINST ANY CLAIMS TO THE EXTENT THEY RESULT FROM THE BREACH OF CONTRACT, STRICT LIABILITY OR THE NEGLIGENT ACTS, ERRORS OR OMISSIONS OR WILLFUL MISCONDUCT OF TLO OR ANY MEMBER OF THE PARTNERSHIP GROUP.

(d) 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 23 are independent of any insurance requirements as set out in Section 24 , 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.

24.

INSURANCE

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

(i) Workers Compensation and Occupational Disease Insurance which fully complies with Applicable Law of the state where the Terminal is located, in limits not less than statutory requirements;

(iii) Commercial General Liability Insurance, including contractual liability insurance covering Carrier’s indemnity obligations under this Agreement, with minimum limits of $1,000,000 combined single limit per occurrence for bodily injury and property damage liability, or such higher limits as may be required by TLO or by Applicable Law from time to time. This policy shall include Broad Form Contractual Liability insurance coverage which shall specifically apply to the obligations assumed in this Agreement by Customer;

(iv) Automobile Liability Insurance covering all owned, non-owned and hired vehicles, with minimum limits of $1,000,000 combined single limit per occurrence for bodily injury and property damage liability, or such higher limit(s) as may be required by Customer or by Applicable Law from time to time. Coverage must assure compliance with Sections 29 and 30 of the Motor Carrier Act of 1980 and all applicable rules and regulations of the Federal Highway Administration’s Bureau of Motor Carrier Safety and Interstate Commerce Commissioner (Form MCS 90 Endorsement). Limits of liability for this insurance must be in accordance with the financial responsibility requirement of the Motor Carrier Act, but not less than $1,000,000 per occurrence;

(vii) Cargo/Inventory Insurance, with a limit of no less than $1,000,000, which property insurance shall be first-party insurance to adequately cover all Products owned by Customer located at the Terminal.

(c) Copies of Insurance Certificates or Policies . Upon execution of this Agreement, Customer will furnish to TLO, and at least annually thereafter (or at any other times upon request by TLO) during the Term (and for any coverage maintained on a “claims-made” basis, for two (2) years after the termination of this Agreement), insurance certificates and/or certified copies of the original policies to evidence the insurance required herein.

(d) Such certificates shall be in the form of the “Accord” Certificate of Insurance, and reflect that they are for the benefit of TLO and shall provide that there will be no material change in or cancellation of the policies unless TLO is given at least thirty (30) days prior written notice. Certificates providing evidence of renewal of coverage shall be furnished to TLO prior to policy expiration.

(e) Responsibility for Deductibles . Customer shall be solely responsible for any deductibles or self-insured retention.

25.

GOVERNMENT REGULATIONS

(a) Customer Certification . Customer certifies that none of the Products covered by this Agreement or any Terminal Service Order 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) Licenses and Permits . If applicable, TLO shall maintain all necessary licenses and permits for its operation the Terminal.

(c) Compliance with Applicable Law . The Parties are entering into this Agreement and any Terminal Service Order 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 the 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 and any Terminal Service Order shall at any time be in conflict with any requirement of Applicable Law, then this Agreement and any Terminal Service Order 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 and any Terminal Service Order shall remain effective.

(d) 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 or any 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 or a Terminal Service Order with respect to future performance. The Parties shall then meet to negotiate in good faith amendments to this Agreement or to 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.

26.

SUSPENSION OF REFINERY OPERATIONS

(a) No Termination . This Agreement shall continue in full force and effect regardless of whether Customer decides to permanently or indefinitely suspend refining operations at the Refinery for any period.

(b) Continued Liability for MTVF . If refining operations at the Refinery are suspended for any reason (including Refinery turnarounds and other scheduled maintenance), then Customer shall remain liable for the MTVF for the duration of the suspension.

27.

FORCE MAJEURE

(a) Definitions and Notice . As soon as possible upon the occurrence of a Force Majeure, TLO shall provide Customer with written notice of the occurrence of such Force Majeure (a “ Force Majeure Notice ”). TLO shall identify in such Force Majeure Notice the approximate length of time that TLO reasonably believes in good faith such Force Majeure shall continue (the “ Force Majeure Period ”). For the duration of the Force Majeure Period, Customer shall be permitted to reduce the applicable Manifest Railcar Loading and Unloading Capacity as provided in Section 28(b) . If TLO advises in any Force Majeure Notice that it reasonably believes in good faith that the Force Majeure Period shall continue for more than twelve (12) consecutive Months, then, subject to Section 28 below, at any time after TLO delivers such Force Majeure Notice, either Party may terminate this Agreement with respect to the terminalling service to which the Force Majeure applies, but only upon delivery to the other Party of a notice (a “ Termination Notice ”) at least twelve (12) Months prior to the expiration of the Force Majeure Period; provided, however, that such Termination Notice shall be deemed cancelled and of no effect if the Force Majeure Period ends prior to the expiration of such twelve (12)-Month period. For the avoidance of doubt, neither Party may exercise its right under this Section 27(a) to terminate this Agreement as a result of a Force Majeure if the Terminal has been restored to working order since the applicable Force Majeure, including pursuant to a Restoration.

(b) Revocation of Customer Termination Notice . Notwithstanding the foregoing, if Customer delivers a Termination Notice to TLO (the “ Customer Termination Notice ”) and, within thirty (30) days after receiving such Customer Termination Notice, TLO notifies Customer that TLO reasonably believes in good faith that it shall be capable of fully performing its obligations under this Agreement within a reasonable period of time and Customer mutually agrees (which agreement shall not be unreasonably withheld), then the Customer Termination Notice shall be deemed revoked and the applicable portion of this Agreement shall continue in full force and effect as if such Customer Termination Notice had never been given.

28.

CAPABILITIES OF FACILITIES

(a) Service Interruption . Subject to Force Majeure and interruptions for routine repair and maintenance, consistent with customary terminal industry standards, TLO shall use reasonable commercial efforts to minimize the interruption of service at the Terminal and any portion thereof. TLO shall promptly inform Customer operational personnel of any anticipated partial or complete interruption of service at the Terminal, including relevant information about

the nature, extent, cause and expected duration of the interruption and the actions TLO is taking to resume full operations, provided that TLO shall not have any liability for any failure to notify, or delay in notifying, Customer of any such matters except to the extent Customer has been materially prejudiced or damaged by such failure or delay.

(b) Restoration of Capacity . Subject to Force Majeure and interruptions for routine repair and maintenance, consistent with customary terminal industry standards, TLO shall maintain the Terminal in a condition and with a capacity sufficient to throughput a volume of Customer’s Heavy Oils at least equal to the Manifest Railcar Loading and Unloading Capacity. TLO’s obligations may be temporarily suspended during the occurrence of, and for the entire duration of, a Force Majeure or any interruption of service that prevents TLO from throughput a volume of Customer’s Heavy Oils at least equal to the Manifest Railcar Loading and Unloading Capacity. To the extent TLO is prevented from throughput a volume of Customer’s Heavy Oils at least equal to the Manifest Railcar Loading and Unloading Capacity for reasons of Force Majeure or other interruption of service, then Customer’s obligation to pay the MTVF shall be reduced proportionately. At such time as TLO is capable of throughputting a volume of Customer’s Heavy Oils at least equal to the Manifest Railcar Loading and Unloading Capacity, Customer’s obligation to pay the full MTVF shall be restored. If for any reason, including, without limitation, a Force Majeure event, the throughput capacity of the Terminal should fall below the Manifest Railcar Loading and Unloading Capacity, then within a reasonable period of time after the commencement of such reduction, TLO shall make repairs to the Terminal (to the extent it is able to do so) to restore the capacity of the Terminal to that required to throughput a volume of Customer’s Heavy Oils at least equal to the Manifest Railcar Loading and Unloading Capacity (“ Restoration ”). Except as provided below in Section 28(c) , all of such Restoration shall be at TLO’s cost and expense, unless the damage creating the need for such repairs was caused by the negligence or willful misconduct of Customer, its employees, agents or customers or the failure of Customer’s Products to meet the specifications as provided for in Section 15(a) .

(c) Capacity Resolution . In the event of the failure of TLO to maintain the Terminal in a condition and with a capacity sufficient to throughput a volume of Customer’s Heavy Oils equal to the Manifest Railcar Loading and Unloading Capacity (for reasons other than Force Majeure), then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “ Capacity Resolution ”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO’s economic considerations relating to costs of the repairs and Customer’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide throughput of Customer’s Products at the Terminal, to the extent the Terminal has capability of doing so, during the period before Restoration is completed. In the event that Customer’s economic considerations justify incurring additional costs to restore the

Terminal in a more expedited manner than the time schedule determined in accordance with the preceding sentence, Customer may require TLO to expedite the Restoration to the extent reasonably possible, subject to Customer’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which Customer agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, so long as such Restoration is completed with due diligence, and Customer shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, Customer shall pay the difference between the actual portion of Restoration costs to be paid by Customer pursuant to this Section 28(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s invoice therefor, or, if appropriate, TLO shall pay Customer the excess of the estimate paid by Customer over TLO’s actual costs as previously described within thirty (30) days after completion of the Restoration.

(d) Restoration . If at any time after the occurrence of (x) a Partnership Change of Control or (y) a sale of the Refinery, TLO either (i) refuses or fails to meet with Customer within the period set forth in Section 28(c) , (ii) fails to agree to perform a Capacity Resolution in accordance with the standards set forth in Section 28(c) , or (iii) fails to perform its obligations in compliance with the terms of a Capacity Resolution, Customer may, as its sole remedy for any breach by TLO of any of its obligations under Section 28(c) , require TLO to complete a Restoration of the Terminal, subject to and to the extent permitted under the terms, conditions and/or restrictions of applicable leases, permits and/or Applicable Law. Any such Restoration required under this Section 28(d) shall be completed by TLO at Customer’s cost. TLO shall use commercially reasonable efforts to continue to provide throughput of Customer’s Products at the Terminal, during the period while such Restoration is being completed. Any work performed by TLO pursuant to this Section 28(d) shall be performed and completed in a good and workmanlike manner consistent with applicable industry standards and in accordance with all Applicable Law. Additionally, during such period after the occurrence of (x) a Partnership Change of Control or (y) a sale of the Refinery, Customer may exercise any remedies available to it under this Agreement (other than termination), including the right to immediately seek temporary and permanent injunctive relief for specific performance by TLO of the applicable provisions of this Agreement, including, without limitation, the obligation to make Restorations as described herein.

29.

TERMINATION

(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, which breach has a material adverse effect on the other Party (with such material adverse effect being determined based on this Agreement and all Terminal Service Orders considered as a whole), 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

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

(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.

30.

RIGHT TO ENTER INTO A NEW MANIFEST RAIL TERMINALLING AGREEMENT

(a) New Terminalling Services Agreement . Upon termination of this Agreement or a Terminal Service Order for reasons other than (x) a default by Customer and (y) any other termination of this Agreement or a Terminal Service Order initiated by TLO pursuant to Section 29 , Customer shall have the right to require TLO to enter into a new manifest rail terminalling services agreement with Customer that (i) is consistent with the terms set forth in this Agreement, (ii) relates to the Terminal, and (iii) has commercial terms that are, in the aggregate, equal to or more favorable to TLO than fair market value terms as would be agreed by similarly-situated parties negotiating at arm’s length; provided, however; that the term of any such new terminalling services agreement shall not extend beyond November 7, 2037.

(b) Terminalling Right of First Refusal . In the event that TLO proposes to enter into a manifest rail terminalling services agreement with a third party for rail services to the Refinery within two (2) years after the termination of this Agreement for reasons other than (x) by default by Customer and (y) any other termination of this Agreement initiated by TLO pursuant to Section 29 , TLO shall give Customer ninety (90) days’ prior written notice of any proposed new manifest rail terminalling services agreement with a third party for rail services to the Refinery, including (i) details of all of the material terms and conditions thereof and (ii) a thirty (30)-day period (beginning upon Customer’s receipt of such written notice) (the “ Terminalling First Offer Period ”) in which Customer may make a good faith offer to enter into a new manifest rail terminalling agreement with TLO for rail services to the Refinery (the “ Terminalling Right of First Refusal ”). If Customer makes an offer on terms no less favorable to TLO than the third-party offer with respect to such manifest rail terminalling services agreement during the Terminalling First Offer Period, then TLO shall be obligated to enter into a manifest rail

terminalling services agreement with Customer on the terms set forth in Customer’s offer to TLO. If Customer does not exercise its Terminalling Right of First Refusal in the manner set forth above, TLO may, for the next ninety (90) days, proceed with the negotiation of the third-party manifest rail terminalling services agreement. If no third party agreement is consummated during such ninety-day period, the terms and conditions of this Section 30(b) shall again become effective.

31.

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL

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

(c) TLO Assignment to Third Party . TLO shall not assign its rights or obligations under this Agreement without Customer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (i) TLO may assign this Agreement without Customer’s consent in connection with a sale by TLO of the Terminal so long as the transferee: (A) agrees to assume all of TLO’s obligations under this Agreement; (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by TLO in its reasonable judgment; and (C) is not a competitor of Customer; and (ii) TLO shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLO.

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

(e) Partnership Change of Control . Customer’s obligations hereunder shall not terminate in connection with a Partnership Change of Control. TLO shall provide Customer with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

32.

NOTICE

If to Customer, to:

Tesoro Refining & Marketing Company LLC

19100 Ridgewood Parkway

San Antonio, Texas 78259

Attention: General Counsel

If to TLO, to:

Tesoro Logistics Operations LLC

19100 Ridgewood Parkway

San Antonio, Texas 78259

For legal notices :

Attention: General Counsel

For all other notices and communications :

Attention: Don J. Sorensen, Senior Vice President, Logistics

phone: (210) 626-6195

email: Don.J.Sorensen@andeavor.com

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

33.

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 33 . 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;

(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 33 , 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 33(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 33 , and such archived or back-up Confidential Information shall not be accessed except as required by Applicable Law.

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 33 shall survive the termination of this Agreement for a period of two (2) years.

34.

MISCELLANEOUS

(a) Termination of Anacortes Mutual Track Use Agreement . That certain Anacortes Mutual Track Use Agreement, dated November 15, 2012, between Customer and TLO is hereby terminated effective as of the Commencement Date.

(b) Amendment of Terminal Service Order . That certain Terminal Service Order Rail Services #2, dated October 1, 2016, between Customer and TLO under that certain Terminalling Services Agreement – Anacortes, dated July 1, 2014, is hereby amended, effective as of the Commencement Date, to delete paragraph (b) thereof regarding switching services.

(c) Amendment or Modification . This Agreement and any Terminal Service Orders may be amended or modified only by a written instrument executed by the Parties. Any of the terms and conditions of this Agreement or a Terminal Service Order 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, a Terminal Service Order 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 or a Terminal Service Order 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.

(d) Integration . This Agreement, together with the Schedules and Terminal Service Orders and the other agreements executed on the date hereof in connection with the transactions contemplated by the 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 Omnibus Agreement, the provisions of the Omnibus 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.

(e) 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 shall not be interpreted 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.

(f) Applicable Law; Forum, Venue and Jurisdiction . This Agreement and any Terminal Service Orders shall be governed by the laws of the State of Texas without giving effect to its conflict of laws principles. Each Party hereby irrevocably submits to the exclusive jurisdiction of any federal court of competent jurisdiction situated in the United States District Court for the Western District of Texas, San Antonio Division, or if such federal court declines to exercise or does not have jurisdiction, in the district court of Bexar County, Texas. The Parties expressly and irrevocably submit to the jurisdiction of said Courts and irrevocably waive any objection which they may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement or any Terminal Service Order 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.

(g) Counterparts . This Agreement and any Terminal Service Order hereunder 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.

(h) Severability . Whenever possible, each provision of this Agreement and any Terminal Service Order will be interpreted in such manner as to be valid and effective under Applicable Law, but if any provision of this Agreement, a Terminal Service Order 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.

(i) No Third Party Rights . Except as specifically provided in Section 23 herein, it is expressly understood that the provisions of this Agreement or any Terminal Service Order do not impart enforceable rights in anyone who is not a Party or successor or permitted assignee of a Party.

(j) 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.

[Signature Page Follows]

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


TESORO LOGISTICS OPERATIONS LLC		TESORO REFINING & MARKETING COMPANY LLC

By:	/S/ STEVEN M. STERIN	By:	/S/ GREGORY J. GOFF
	Steven M. Sterin		Gregory J. Goff
	President and Chief Financial Officer		President


Solely in respect of Section 31(a) only:

ANDEAVOR LOGISTICS LP

By:		TESORO LOGISTICS GP, LLC,
		its general partner

By:		/S/ STEVEN M. STERIN
		Steven M. Sterin
		President and Chief Financial Officer


Solely in respect of Section 31(a) only:

TESORO LOGISTICS GP, LLC

By:		/S/ STEVEN M. STERIN
		Steven M. Sterin
		President and Chief Financial Officer

Signature Page to Anacortes Manifest Rail Terminalling Services Agreement -

EXHIBIT 1

FORM OF TERMINAL SERVICE ORDER

ANACORTES MANIFEST RAIL TERMINAL [ ] — ___, 20__)

This Terminal Service Order is entered as of ___, 20__, 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 Anacortes Manifest Rail Terminalling Services Agreement, dated as of November 8, 2017, by and among such parties and Tesoro Logistics GP, LLC, a Delaware limited liability company, and Andeavor 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 13 of the Agreement, the parties hereto agree to the following provisions:

[Insert applicable provisions:

(i) The per Barrel throughput fees for Heavy Oils at the Terminal and the amount and structure of any additional services fees payable by Customer to TLO;

(ii) The terms and conditions for the provision of railcar loading and unloading services pursuant to Section 5 ;

(iii) The terms and conditions for the provision of caustic chemical and catalyst loading and unloading services pursuant to Section 6 ;

(iv) The terms and conditions for the provision of manifest railcar switching services pursuant to Section 7 ;

(v) The terms and conditions for the provision of track inspection and maintenance services pursuant to Section 8 ;

(vi) The terms and conditions for the provision of any steam services pursuant to Section 9 ;

(vii) Any reimbursement pursuant to Section 10(a) ;

(viii) Any Surcharge pursuant to Section 11 ;

(ix) Measurement procedures to determine volumes of Products under Section 16 ; and

(x) Any other services as may be agreed.]

Exhibit 1 –

Anacortes Manifest Rail Terminalling Services Agreement

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 –

Anacortes Manifest Rail Terminalling Services Agreement

IN WITNESS WHEREOF , the parties hereto have duly executed this Terminal Service Order as of the date first written above.


	TESORO LOGISTICS OPERATIONS LLC	TESORO REFINING & MARKETING COMPANY LLC

By:		By:
	Name:		Name:
	Title:		Title:

Exhibit 1 –

Anacortes Manifest Rail Terminalling Services Agreement

Exhibit 10.5

ANACORTES MARINE TERMINAL OPERATING AGREEMENT

This ANACORTES MARINE TERMINAL OPERATING AGREEMENT (the “ Agreement ”) is dated as of the Commencement Date (defined below in Section 1 ), 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 (the “ General Partner ”), and Andeavor 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.

RECITALS

WHEREAS , TRMC is the current tenant under that certain Aquatic Lands Lease No. 20-A121165, dated August 21, 2004 (the “ Master Lease ”), between TRMC and the State of Washington, acting through the Department of Natural Resources (“ Master Landlord ”), covering the property in Skagit County, Washington, described in Exhibit A to the Master Lease (the “ Anacortes Marine Terminal ”);

WHEREAS , the current term of the Master Lease expires August 31, 2034;

WHEREAS , TRMC desires for Operator to provide the services set forth herein relating to the operation of the Anacortes Marine Terminal for the remainder of the term of the Master Lease; and

WHEREAS , Operator is willing to provide such services to TRMC;

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.

“ Andeavor ” has the meaning set forth in the definition of “Contribution Agreement.”

“ 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, 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 the Refinery facilities, including the pipeline interconnection between the Anacortes Marine Terminal and the Refinery facilities, which is being used to provide services to the Anacortes Marine Terminal.

“ API ” means the American Petroleum Institute.

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

“ Anacortes Marine Terminal ” has the meaning set forth in the Recitals.

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

“ Base Fee ” means the per Barrel throughput fees at the Anacortes Marine Terminal as set forth on a Terminal Service Order multiplied by the actual throughput by TRMC across the Anacortes Marine Terminal for the particular Month.

“ 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.

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

“ Commencement Date ” means November 8, 2017.

“ 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.

“ Contribution Agreement ” means that certain Contribution, Conveyance and Assumption Agreement, dated November 8, 2017, by and among Andeavor, a Delaware corporation (“ Andeavor ”), TRMC, the General Partner, the Partnership and Operator.

“ Current Leasehold Improvements ” means the leasehold improvements located at the Anacortes Marine Terminal and used in connection with the operation of the Anacortes Marine Terminal, including, without limitation, the items identified on Exhibit 2 attached hereto

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

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

“ 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 degrees Fahrenheit and also corrected by the applicable pressure correction factor and meter factor.

“ Major Project Costs ” means those actual capital expenditures (whether capitalized or expensed by Operator for accounting or tax purposes) for major, non-recurring projects involving a substantial change to the Anacortes Marine Terminal after the Commencement Date, (1) applicable to the ownership or operation of the Anacortes Marine Terminal and (2) attributable to Regulatory Obligations, including, without limitation, those set forth in Section 2.3 of the Master Lease, and/or similar regulatory or environmental operating expenses or capital expenses as a result of action by a Governmental Authority .

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

“ Master Landlord ” has the meaning set forth in the Recitals.

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

“ Minimum Marine Throughput Volume ” means an aggregate volume of 1,882,183 Barrels of Products per Month throughput across the Anacortes Marine Terminal; provided, however, that the Minimum Marine Throughput Commitment for any partial calendar month during the Term of this Agreement shall be prorated in accordance with the ratio of the number of days in such Month to the total number of days in such Month.

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

“ MTVF ” means a Monthly fee calculated by multiplying the Minimum Marine Throughput Volume by the per Barrel throughput fees at the Anacortes Marine Terminal as set forth on a Terminal Service Order.

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

“ Operator Group ” has the meaning set forth in Section 19(b) .

“ OSCPRR ” means the Second Amended and Restated Representation and Services Agreement for Oil Spill Contingency Planning, Response and Remediation, dated September 16, 2016, between, among other parties, Operator and TRMC, as such agreement may be amended, supplemented or restated from time-to-time.

“ 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.

“ Product ” or “ Products ” means crude oil, gasoline, gasoline blend components, diesel, distillate, distillate blend components, jet/aviation fuel, aromatics, LPGs, fuel oil, syncrude, cut back resid, cutter stock, gas oil and/or other commodities specified in this Agreement or otherwise mutually agreed upon by the Parties.

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

“ Refinery ” means TRMC’s refinery located near Anacortes in Skagit County, Washington, including without limitation, tanks owned and operated by Operator to provide services to TRMC under separate agreements.

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

“ Related Agreements ” means the Anacortes II Storage Services Agreement, the Anacortes Manifest Rail Terminalling Services Agreement, and the Transportation Services Agreement (Anacortes Short Haul Pipelines) entered into by the Parties hereto concurrently herewith.

“ Secondment Agreement ” shall mean the First Amended and Restated Secondment and Logistics Services Agreement dated as of October 30, 2017, and related service orders, as such agreement (and the schedules thereto) may be amended, supplemented or restated from time-to-time.

“ Services ” has the meaning set forth in Section 13(a) .

“ Shortfall Credit ” has the meaning set forth in Section 9(b) .

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

“ Terminal Service Order ” has the meaning set forth in Section 9(a) .

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

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

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

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

“ Waste ” means any (a) spent or remnant commercial chemical products, previously of beneficial use, or other inherently waste-like material; and/or (b) oily ballast water, oily bilge water, sludge, and/or cargo residue by a Marine Vessel transferring Product into or out of the Anacortes Marine Terminal. Residual Product that retains a beneficial use, including recycling, oil recovery and re-refining, is not Waste unless it is destined for disposal.

SECTION 2 GENERAL UNDERTAKINGS

Subject to the terms and conditions of the Master Lease, the terms and conditions of this Agreement, the rules and procedures for the Anacortes Marine Terminal (if any) set forth in Terminal Service Orders, and all Applicable Law, Operator shall operate, manage and maintain the Anacortes Marine Terminal on behalf of TRMC during the Term. TRMC represents and warrants to the Operator that as of the Commencement Date the Anacortes Marine Terminal is in good working condition, suitable for the purposes for which it is being used in accordance with accepted industry standards and Applicable Law.

SECTION 3 TERMINATION DATE

The “ Termination Date ” will be August 31, 2034, or any earlier date on which the Master Lease may be terminated or cancelled for any reason.

SECTION 4 TERM

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

SECTION 5 OPERATION OF ANACORTES MARINE TERMINAL DURING THE TERM

(a) Operator Covenants . During the Term, Operator covenants as follows:

(i) General Partner, on behalf of Operator, will provide necessary personnel, equipment and other services for the operation, management and maintenance of the Anacortes Marine Terminal in accordance with the terms of the Master Lease, any other third party use agreements, and this Agreement.

(ii) Operator will reimburse TRMC for:

(1) all rentals paid under the Master Lease;

(2) any and all repairs and maintenance costs and capital expenditures for the Anacortes Marine Terminal, including without limitation all such obligations under the Master Lease (other than those scheduled prior to the Commencement Date and covered under the Omnibus Agreement); provided that Operator shall not be required to reimburse TRMC for the amount of any insurance proceeds received by TRMC pursuant to any casualty insurance carried by or for the benefit of TRMC with regard to the Anacortes Marine Terminal; and

(3) without duplication of any amounts reimbursed or paid under the other sections of this Agreement, the Omnibus Agreement or the Secondment 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 the OSCPRR).

(iii) Operator will indemnify TRMC against any other Claims, liabilities or losses that TRMC incurs in its status as lessee under the Master Lease during the Term.

(iv) Operator will not enter into any other third party contracts for use of the Anacortes Marine Terminal without prior consent of TRMC.

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

(i) as partial compensation for the services provided hereunder, TRMC agrees to pay Operator the higher of the Base Fee or the MTVF .

(ii) TRMC will file on a timely basis all notices, reports or other filings necessary or required for the continuing operation of the Anacortes Marine Terminal to be filed with or reported to any Governmental Authority.

(ii) TRMC will file on a timely basis all complete and correct applications or other documents necessary to maintain, renew or extend any permit, variance or any other approval required by any Governmental Authority necessary or required for the continuing operation of the Anacortes Marine Terminal.

(c) Availability . During any Month that the Anacortes Marine Terminal is not available to receive any of TRMC’s Marine Vessels on a day in which TRMC’s Marine Vessel is scheduled to have access to the Anacortes Marine Terminal, for any reason other than TRMC’s actions or inactions, including without limitation, Operator’s actions or inactions or a Force Majeure affecting the Anacortes Marine Terminal or the Ancillary Facilities, and such unavailability prevents TRMC from throughputting the Minimum Marine Throughput Volume, the Minimum Marine Throughput Volume (and resulting MTVF) for such Month will be reduced as follows: the Minimum Marine Throughput Volume will be proportionally reduced in proportion to the number of days in such Month when TRMC’s Marine Vessels were prevented from having access to the Anacortes Marine Terminal as a result of the Anacortes Marine Terminal being unavailable.

SECTION 6 REGULATORY OBLIGATION COST REIMBURSEMENTS

TRMC shall promptly pay or reimburse Operator for any newly imposed taxes, levies, royalties, assessments, licenses, fees, charges, surcharges and sums due of any nature whatsoever (other than income taxes, gross receipt taxes and similar taxes) by any Governmental Authority that Operator incurs on TRMC’s behalf for the services provided by Operator under this Agreement or any Terminal Service Order. If Operator is required to pay any of the foregoing, TRMC shall promptly reimburse Operator in accordance with the payment terms set forth in this Agreement. Any such newly imposed taxes or regulatory fees as provided for in this Section 6 shall be specified in an applicable Terminal Service Order.

SECTION 7 MAJOR PROJECT COSTS

TRMC shall be responsible for Major Project Costs associated with the Anacortes Marine Terminal during the Term of this Agreement and shall reimburse Operator for any Major Project Costs incurred by Operator with respect to the Anacortes Marine Terminal.

SECTION 8 REPRESENTATIONS AND WARRANTIES

TRMC represents and warrants to the Operator as follows:

(a) The Current Leasehold Improvements are in good working condition, suitable for the purposes for which they are being used in accordance with accepted industry standards and all applicable laws and regulations.

(b) TRMC has title to the Current Leasehold Improvements, free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens (as defined in the Contribution Agreement). TRMC has title to the Current Leasehold Improvements that is sufficient to operate the Current Leasehold Improvements in accordance with their intended and historical use, subject to all recorded matters and all physical conditions in existence.

SECTION 9 TERMINAL SERVICE ORDERS; PAYMENTS

(a) Description . Operator and TRMC shall enter into one or more terminal service orders for the Anacortes Marine Terminal 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. Items available for inclusion on a Terminal Service Order include, but are not limited to:

(i) any rules and procedures for the Anacortes Marine Terminal referenced in Section 2 ;

(ii) the per Barrel throughput fees at the Anacortes Marine Terminal;

(iii) any reimbursement pursuant to Section 6 ;

(iv) the specifics of operations as referenced in Sections 14 and 27 ; and

(v) any other services as may be agreed.

(b) Monthly Shortfall Credit . If the Base Fee is less than the MTVF, then TRMC shall receive a “ Shortfall Credit ” equal to such difference.

(c) Monthly Reconciliation . Actual volumes of Barrels throughput across the Anacortes Marine Terminal are to be determined Monthly, based upon Marine Vessel deliveries and Marine Vessel receipts during that Month and credited towards the Minimum Marine Throughput Volume in such Month. A Marine Vessel’s cargo will apply to the Month in which loading and unloading is completed, provided that if a cargo is unable to be loaded or unloaded in the Month in which loading or unloading was scheduled due to the failure of Operator to perform as scheduled, then the Parties shall negotiate in good faith to determine the appropriate Month in which to credit receipt of such cargo. The Shortfall Credit shall be credited as follows:

(i) The dollar amount of any Shortfall Credit included in the Monthly invoice will be posted as a credit to TRMC’s account and may be applied against amounts owed by TRMC for volumes in excess of the Minimum Marine Throughput Volume during any of the succeeding three (3) Months; and

(ii) Any portion of the Shortfall Credit that is not used by TRMC during the succeeding three (3) Months will expire at the end of said three (3) Month period relating to the respective credit and be reset to zero.

(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) Disputed Amounts . If TRMC reasonably disputes any amount invoiced by Operator, TRMC shall pay the amount of the invoice when due and provide Operator with written notice stating the nature of the dispute prior to thirty (30) days after the due date of the invoice. TRMC and Operator shall use reasonable commercial diligence to resolve disputes in a timely manner through the dispute resolution procedures provide for herein. All portions of the disputed amount determined to be owed TRMC shall be refunded to TRMC within ten (10) days of the dispute resolution.

(f) Fee Increases . Any fees of a fixed amount set forth in this Agreement and any Terminal Service Order shall be increased on July 1 of each year of the Term, commencing on July 1, 2018, by a percentage equal to the greater of zero or the positive change, if any, in the CPI-U (All Urban Consumers) for the prior calendar year, as reported by the Bureau of Labor Statistics, and rounded to the nearest one-tenth (1/10) of one percent (1%).

(g) 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 10 PRODUCT SPECIFICATIONS

(a) Product Quality .

(i) Product Testing . Upon request, TRMC shall provide Operator a laboratory report for each Product delivery by TRMC or TRMC’s supplier. Operator will not be obligated to receive Contaminated Product for throughput across the Anacortes Marine Terminal, nor will Operator be obligated to accept Product that fails to meet the quality specifications set forth in the arrival notice.

(ii) Off-Spec/Contaminated Product . Operator may, without prejudice to any other remedy available to Operator, reject and return Contaminated Product to TRMC, even after delivery to Operator at the Anacortes Marine Terminal. TRMC at its sole cost and expense shall be responsible for all damages of any kind, in addition to commodity or Waste removal and cleaning costs for connecting pipelines or third party tankage, resulting from the introduction of Contaminated Product. TRMC shall remove and replace any Contaminated Product or reimburse Operator for any and all expenses incurred in removing and/or replacing any such Contaminated Product received.

(b) Product Warranty . TRMC warrants to Operator that all Products tendered by or for the account of TRMC for throughput across the Anacortes Marine Terminal will conform to Operator’s minimum specifications for such Product and the most recently available and commonly accepted assay and any applicable API or ASTM standards. Operator may rely upon the specifications and representations of TRMC as to Product quality.

(c) Material Safety Data Sheet . TRMC will provide Operator with a Material Safety Data Sheet and any other information required by any federal, state, or local authority for all Products throughput across the Anacortes Marine Terminal. TRMC shall provide its customers with the appropriate information on all Products throughput across the Anacortes Marine Terminal.

(d) Quality Analysis . Operator will not perform any Product quality analysis on behalf of TRMC unless TRMC so requests in writing. Any such quality analyses, including any costs for independent inspectors appointed by TRMC, are for TRMC’s account. In the absence of fraud or manifest error, any quality determination performed by Operator hereunder shall be binding on both Parties. TRMC or its designated independent inspector may observe Operator in any measurement or sampling.

SECTION 11 PRODUCT QUANTITY

The quantity of product received from or loaded to TRMC’s Marine Vessels shall be based on Gross Standard Volume using the applicable API and ASTM or equivalent standards for Marine Vessel movements by the following (in order of preference), subject to Operator’s reasonable discretion to choose an alternative method: (a) by meters, (b) by static shore tank gauges of the tank or otherwise, (c) by inspector certificates, or (d) by a mutually agreeable method. The custody transfer quantity shall be determined by vessel gauges or bills of lading only when mutually agreed to by TRMC and Operator. TRMC shall provide Operator with all reasonable documentation with respect to the volumes throughput across the Anacortes Marine Terminal, including but not limited to, inspection reports, meter tickets or other similar documentation within three (3) Business Days of completion of Marine Vessel discharge.

SECTION 12 WASTE AND HAZARDOUS MATERIALS

(a) Storage, Handling and Disposal of Waste . Operator and TRMC will comply with Applicable Law regarding the storage and handling of Product and the disposal of any Waste. TRMC shall pay or reimburse Operator for removal from the Anacortes Marine Terminal and Ancillary Facilities of any Waste or residuals, including all costs associated with any liabilities arising from such Waste or residual. During such removal, the fees and charges set forth in this Agreement will remain in effect. Unless stated otherwise herein, Operator shall be responsible for any fines, penalties, claims, violations, or similar obligations related to Operator’s operation of the Anacortes Marine Terminal and Ancillary Facilities.

(b) Waste Discharge from Marine Vessels . Operator will not accept Waste from Marine Vessels that discharge cargoes at the Anacortes Marine Terminal. If Waste is tendered from Marine Vessels as required by any MARPOL Annex, similar regulations, Applicable Law, or the United States Coast Guard, TRMC agrees to arrange, or authorize a representative of the Marine Vessel to arrange on the Marine Vessel’s or on TRMC’s behalf, for disposal of all such Waste using third-party services approved by Operator, such approval not to be unreasonably withheld, conditioned or delayed. If TRMC or its authorized representative refuses to arrange for the removal of such Waste, Operator will arrange for the removal and disposal of such Waste, and TRMC shall reimburse Operator for the cost of receiving, handling, storing, and shipping such Waste and shall pay for appropriate treatment, storage and disposal of such Waste in compliance with Applicable Law.

(c) Hazardous Materials—Reporting . Operator will report its handling of all hazardous materials for TRMC as required by Applicable Law. TRMC will accurately and properly represent the nature of all such materials to Operator. TRMC agrees to reimburse Operator for any reasonable, direct charges that Operator may be required to pay for the handling of Product, excluding penalties, fines or excess charges resulting from material errors or omissions in Operator’s reporting as required by Applicable Law.

SECTION 13 SERVICES; HOURS; VOLUME GAINS AND LOSSES

(a) Services . Operator shall throughput and handle TRMC’s Products across the Anacortes Marine Terminal, make all tie-ups and connections at the Anacortes Marine Terminal (excluding all connection and disconnection of cargo hoses or loading arms at a Marine Vessel’s manifold), provide regulatory compliance reporting that Operator is required to perform as the Anacortes Marine Terminal operator, and provide such other services set forth in this Agreement (the “ Services ”). Operator will timely provide TRMC with a copy of any regulatory compliance report filed by Operator regarding TRMC’s Product upon request by TRMC. Operator will provide the labor and supervision necessary to perform the Services contemplated by this Agreement, and Operator will provide and maintain the equipment necessary to perform the Services contemplated by this Agreement. Operator will maintain the Anacortes Marine Terminal according to the Master Lease and good industry practice and will use reasonable care in performing the Services consistent with customary industry practices. TRMC personnel shall make all other Marine Vessel connections to the Anacortes Marine Terminal, chicksans or hoses.

(b) Existing Contractors . Operator may continue to utilize labor, equipment, materials and supplies provided by contractors under their existing service agreements with TRMC to perform work to be performed by Operator hereunder, without the requirement that such existing contracts be amended, assigned or replaced. Such contracts with TRMC may continue to cover the work to be provided by Operator hereunder, as provided under Section 4(a) of the Secondment Agreement, and Operator shall be responsible for the costs and expenses of such work performed by such contractors pursuant to those provisions of the Secondment Agreement.

(c) Hours . Subject to the terms and conditions of the rules and procedures for the Anacortes Marine Terminal (if any) set forth in Terminal Service Orders, the Anacortes Marine Terminal will be available on 24/7/365 basis, as needed.

(d) Volume Gains and Losses . Subject to Section 18(b) , Operator shall have no obligation to measure volume gains and losses and shall have no liability whatsoever for normal course physical losses that may result from the transportation of the Products across the Anacortes Marine Terminal, except if such losses are caused by the negligence or willful misconduct of Operator. TRMC will bear any volume gains and losses that may result from the transportation of the Products across the Anacortes Marine Terminal.

SECTION 14 OPERATIONS

Operator shall operate the Anacortes Marine Terminal in accordance with past practices and the applicable provisions of a Terminal Service Order with respect to the Anacortes Marine Terminal.

SECTION 15 RESERVED

SECTION 16 RESERVED

SECTION 17 COMPLIANCE WITH LAW AND GOVERNMENT REGULATIONS

(a) Customer Certification . Customer 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 or regulation 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 the Anacortes 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. Without limiting TRMC’s reimbursement obligations under Section 6 , 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 . Without limiting TRMC’s reimbursement obligations under Section 6 , 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 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 or a Terminal Service Order with respect to future performance. The Parties shall then meet to negotiate in good faith amendments to this 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 18 LIMITATION OF LIABILITY

(b) Claims and Liability for Lost Product . Operator shall not be liable to TRMC for lost or damaged Product unless (i) Operator would be responsible under Section 13(d) and (ii) 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 (1) 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 (2) 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 gross negligence or willful misconduct or 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 19 INDEMNIFICATION

(a) Duty to Indemnify TRMC Group . Notwithstanding anything to the contrary in this Agreement or any Terminal Service Order, Operator SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS TRMC, its affiliates and their respective officers, directors, employees, agents, successors, and assigns (excluding any member of the Operator Group) (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 (excluding Product) 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 OPERATOR’S OBLIGATIONS UNDER THIS AGREEMENT.

(b) Duty to Indemnify Operator Group . Notwithstanding anything to the contrary in this Agreement or any Terminal Service Order, TRMC SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS General Partner, the Partnership, their subsidiaries and their respective officers, directors, members, managers, employees, agents, successors, and assigns (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 (excluding Product) 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 USING THE ANACORTES MARINE TERMINAL 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 TRMC’S OBLIGATIONS UNDER THIS AGREEMENT.

(c) Failure to Maintain Required Coverages . In the event that (a) TRMC does not maintain, or does not cause the TRMC Insurance Group members to maintain, the insurance coverages required by Section 23 of this Agreement or (b) TRMC fails to include Operator as an additional insured on all policies of insurance required by Section 23 of this Agreement, then TRMC shall hold harmless and indemnify Operator against all Claims that otherwise would have been insured.

(d) 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.

(e) 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 19 are independent of any insurance requirements as set out in Section 23 , 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.

(f) 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, WILLFUL MISCONDUCT 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.

(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) 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 20 DEFAULT

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

(b) 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 Party under this Agreement and any Terminal Service Order; and/or (3) pursue any other remedy at law or in equity.

(d) Cumulative Nature of Remedies . The remedies of TRMC and Operator 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 21 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 Anacortes Marine Terminal or the Ancillary Facilities, 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 or any Terminal Service Order. 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 Anacortes Marine Terminal or any part thereof is destroyed or damaged to such extent as to make them unusable, then the Parties shall consult and, subject to the terms and provisions of the Master Lease, may elect 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 the Anacortes Marine Terminal or the Ancillary Facilities 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 22 ASSIGNMENT

(a) As of the Commencement Date, the General Partner shall assign all of its rights and obligations under this Agreement to the Partnership. The 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 during the Term of this Agreement. (Nothing in this Section 22(a) shall affect Operator’s covenants set forth in Section 5(a)(i) of this Agreement.)

(b) TRMC shall not transfer, assign, or convey its interests hereunder, in whole or in part, to a third party without the written consent of the Operator, which consent shall not be unreasonably withheld. Operator may assign its interest hereunder without consent from TRMC to any subsidiary or

affiliated company. Operator shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for Operator. TRMC may assign its interest hereunder without consent from Operator to any subsidiary or affiliated company or any purchaser of the Refinery, provided that such purchaser meets acceptable credit standards to be determined in Operator’s commercially reasonable discretion. 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 23 INSURANCE

(a) Insurance Required by Operator . Operator shall be required to carry at least the minimum level of insurance required pursuant to the Master Lease, except for casualty insurance with regard to the Anacortes Marine Terminal which shall remain the sole responsibility of TRMC.

(b) Insurance Required by TRMC . TRMC shall obtain at its sole cost and expense and shall carry and maintain in full force and effect, and cause its carriers, contractors, agents and representatives (collectively the “ TRMC 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 Operator of the following types and amounts:

(i) Workers’ Compensation . Workers’ Compensation Insurance for statutory limits and in accordance with the Applicable Laws of the state(s) where the work or operations under this Agreement are to be performed, including, without limitation, the 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:

(1) Bodily injury by accident – $1,000,000 per accident;

(2) Bodily injury by disease – $1,000,000 each employee; and

(3) Bodily injury by disease – $1,000,000 policy limit.

(iii) Commercial Automobile . Commercial Automobile Liability Insurance covering each vehicle whether owned, non-owned, hired, operated, or used by TRMC and/or any member of the TRMC Insurance Group while in, on or adjacent to the Anacortes Marine Terminal, 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) per occurrence.

(v) Excess Liability . Excess Liability Insurance in excess of the insurance coverages required at Sections 23(b)(ii) , (iii) and (iv) above, with a limit of not less than twenty-four million dollars ($24,000,000) per occurrence.

(c) Required Insurance for TRMC’s Marine Carriers . TRMC shall cause all marine carriers who will access the Anacortes Marine Terminal 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 (1) full entry with a Protection and Indemnity Club; and/or (2) 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 Anacortes Marine Terminal. Evidence of all required insurance coverages for marine carriers must be received by Operator’s marine scheduler before approval to berth at the Anacortes Marine Terminal will be granted or before authorization to enter the Anacortes Marine Terminal area will be given, whichever is earlier.

(d) Certificates of Insurance; Endorsements . Excluding insurance for TRMC’s marine carriers, TRMC shall cause the Operator Group (as defined above) to be named as an additional insured on all policies of insurance secured by TRMC and the members of the TRMC Group in accordance with this Agreement. TRMC shall furnish Operator 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 Operator has received thirty (30) days written notice. TRMC hereby waives, and shall cause its insurers and those of the TRMC Insurance Group to also waive any right of subrogation that they may have against the Operator or the Operator 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.

(e) Self-Insurance . Subject to Operator’s review and approval, which will not be unreasonably withheld, TRMC may self-insure the Commercial General Liability Insurance requirements set forth in Section 23(b)(iv) . Operator reserves the right, at Operator’s discretion, to periodically review TRMC’s financial means to meet the TRMC Insurance Group insurance requirements included herein by self-insurance. If Operator reasonably determines that TRMC cannot meet the insurance obligations included herein by self-insurance, Operator may require TRMC to obtain and maintain insurance coverages for requirements as provided in this Section 23 with insurance companies rated not less than A-, IX by A.M. Best or otherwise reasonably satisfactory to Operator. The self-insurance shall protect the indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not been self-insured, contained a self-insured retention or deductible.

SECTION 24 NOTICE

If to TRMC, to:

Tesoro Refining & Marketing Company LLC

19100 Ridgewood Parkway

San Antonio, Texas 78259

Attention: General Counsel

If to Operator, to:

Tesoro Logistics Operations LLC

19100 Ridgewood Parkway

San Antonio, Texas 78259

For legal notices :

Attention: General Counsel

For all other notices and communications :

Attention: Don J. Sorensen, Senior Vice President, Logistics

phone: (210) 626-6195

email: Don.J.Sorensen@andeavor.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 25 REPORTS AND AUDIT

SECTION 26 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 26 . Each Party further agrees to take the same care with the other Party’s Confidential Information as it does with its own, but in no event less than a reasonable degree of care. Excepted from these obligations of confidence and non-use is that information which:

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

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

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

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

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

(c) Return of 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 26 , and such archived or back-up Confidential Information shall not be accessed except as required by Applicable Law.

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

(e) Survival . The provisions of this Section 26 shall survive the termination of this Agreement for two (2) years.

SECTION 27 SAFE BERTH

Operator shall exercise due diligence to provide a berth which the nominated Marine Vessels accepted by the Operator can safely reach and leave and at which the Marine Vessel can lie, load, and discharge always safely afloat; provided however, Operator makes no representation or warranty regarding the safety of any channel, anchorage or other waterway used in approaching or departing from the designated berth; provided, however, that Operator shall ensure that TRMC and any of TRMC’s accepted Marine Vessels are immediately notified of any changes in water depth that affect the stated draft maximum at mean lower low water as set forth in an applicable Terminal Service Order.

SECTION 28 MISCELLANEOUS

(a) Modification; Waiver . This Agreement and any Terminal Service Order may be amended or modified only by a written instrument executed by the Parties. Any of the terms and conditions of this Agreement or any Terminal Service Ordert 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 Terminal Service Order 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 or any Terminal Service Order will be deemed or will constitute a waiver of any other term or condition or of any later breach (whether or not similar), nor will such waiver constitute a continuing waiver unless otherwise expressly provided.

(b) Entire Agreement . This Agreement, together with the Exhibits and Terminal Service Orders and the other agreements executed or to be executed in connection with the transactions contemplated by the 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 Omnibus Agreement, the provisions of the Omnibus 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 shall not be interpreted 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.

(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 Master Lease, or rules and regulations of the Washington Department of Natural Resources will be governed by the laws of the State of Washington. Each Party hereby irrevocably submits to the exclusive jurisdiction of any federal court of competent jurisdiction situated in the United States District Court for the Western District of Texas, San Antonio Division, or if such federal court declines to exercise or does not have jurisdiction, in the District Court of Bexar County, Texas. The Parties expressly and irrevocably submit to the jurisdiction of said courts and irrevocably waive any objection which they may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of or relating to this agreement brought in such courts, irrevocably waive any claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum and further irrevocably waive the right to object, with respect to such claim, action, suit or proceeding brought in any such court, that such court does not have jurisdiction over such Party. The Parties hereby irrevocably consent to the service of process by registered mail, postage prepaid, or by personal service within or without the State of Texas. Nothing contained herein shall affect the right to serve process in any manner permitted by law.

(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 restructure and restate this Agreement.

(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 Section 19 , 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 OF OR FAILURE TO PERFORM ANY OBLIGATION HEREUNDER.

[Signature Page Follows]

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


TESORO LOGISTICS OPERATIONS LLC

By:		/S/ STEVEN M. STERIN
		Steven M. Sterin
		President and Chief Financial Officer


Solely in respect of Section 22(a) only:

ANDEAVOR LOGISTICS LP

By:		TESORO LOGISTICS GP, LLC,
		its general partner

By:		/S/ STEVEN M. STERIN
		Steven M. Sterin
		President and Chief Financial Officer


Solely in respect of Section 22(a) only:

TESORO LOGISTICS GP, LLC

By:		/S/ STEVEN M. STERIN
		Steven M. Sterin
		President and Chief Financial Officer


TESORO REFINING & MARKETING COMPANY LLC

By:		/S/ GREGORY J. GOFF
		Gregory J. Goff
		President

Signature Page to Anacortes Marine Terminal Operating Agreement

EXHIBIT 1

FORM OF TERMINAL SERVICE ORDER

(ANACORTES MARINE TERMINAL [ ]- ___, 20__)

This Terminal Service Order is entered as of ______ ___, 20__, 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 Anacortes Marine Terminal Operating Agreement dated as of November 8, 2017, by and among such parties and Tesoro Logistics GP, LLC, a Delaware limited liability company, and Andeavor 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 9 of the Agreement, the parties hereto agree to the following provisions:

[Insert applicable provisions:

(i)

any rules and procedures for the Anacortes Marine Terminal referenced in Section 2 ;

(ii)

the per Barrel throughput fees at the Anacortes Marine Terminal;

(iii)

any reimbursement pursuant to Section 6 ;

(iv)

specifics of dock operations as referenced in Sections 14 and 27 ; and

(v)

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 –

Anacortes Marine Terminal Operating Agreement

IN WITNESS WHEREOF , the parties hereto have duly executed this Terminal Service Order as of the date first written above.


TESORO LOGISTICS OPERATIONS LLC						TESORO REFINING & MARKETING COMPANY LLC

By:						By:

Exhibit 1 –

Anacortes Marine Terminal Operating Agreement

EXHIBIT 2

CURRENT LEASEHOLD IMPROVEMENTS

All machinery and equipment, mobile or otherwise, systems and other tangible personal property owned and used by TRMC primarily in connection with leasing or operation of the Anacortes Marine Terminal, 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 Anacortes Marine Terminal and that is owned by TRMC or leased by TRMC, (e) all tools, (f) all furniture and furnishings, (g) all vehicles and (h) all other tangible personal property, in each case presently owned by TRMC, located in or on the Premises.

Exhibit 2 –

Anacortes Marine Terminal Operating Agreement

Exhibit 10.6

SUBLEASE RIGHTS AND ESCROW AGREEMENT

This Sublease Rights and Escrow Agreement (this “ Agreement ”), effective as of November 8, 2017 (the “ Effective Date ”), is by and among Andeavor 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 ”), 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 .”

WHEREAS , the Parties hereto have entered into that certain Contribution, Conveyance and Assumption Agreement, dated as of the date hereof (the “ Contribution Agreement ”);

WHEREAS , the Parties entered into that certain Anacortes Marine Terminal Operating Agreement, dated as of the date hereof (the “ Operating Agreement ”), pursuant to which the Operating Company will manage and operate the Anacortes Marine Terminal for TRMC on the terms and conditions included therein; and

WHEREAS , the Parties desire to set forth the terms under which TRMC will sublease the Anacortes Marine Terminal to the Operating Company on behalf of the General Partner and the Partnership and convey the Current Leasehold Improvements (as defined in the Operating Agreement) to the Operating Company on behalf of the General Partner and the Partnership, all on the terms and conditions set forth herein;

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

1. Definitions. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Contribution Agreement and the Operating Agreement.

2. Pre-Payment. $85 million (the “ Pre-Payment Amount ”) of the consideration paid by the Partnership to the General Partner pursuant to Section 2.2 of the Contribution Agreement constitutes consideration related to the contribution of the beneficial ownership of the Anacortes Marine Terminal from the General Partner to the Partnership. However, during any period for which the Partnership’s use of and right to operate the Anacortes Marine Terminal pursuant to the Operating Agreement, is more properly treated as an agreement governed by Section 467 of the Code, the Pre-Payment Amount shall be allocated according to Schedule 1. The Pre-Payment Amount shall be allocated ratably over the term of the Operating Agreement and that of the Sublease (as defined herein) when the Sublease is executed and the MTUTA (as defined herein) is substituted for the Operating Agreement, according to the allocation schedule set forth in Schedule 1 hereto. The Partnership and the Operating Company will recognize a fixed annual expense (Sch. 1 - Column (a)) for the use of and right to operate the Anacortes Marine Terminal, partially offset by interest income (Sch. 1 - Column (b)), and the General Partner shall recognize a fixed annual income (Sch. 1 - Column (a)) from the use and operation of the Anacortes Marine Terminal, partially offset by interest expense (Sch. 1 - Column (b)).

3. Sublease Rights.

(a)

TRMC agrees to use all reasonable commercial efforts to assist the Operating Company in obtaining any written consents necessary for TRMC and the Operating Company to enter into a Sublease of the Anacortes Marine Terminal on behalf of the General Partner and the Partnership in the form attached hereto as Annex A (the “ Sublease ”) and for TRMC and the Operating Company to enter into the Anacortes Marine Terminal Use and Throughput Agreement on behalf of the General Partner and the Partnership in the form attached hereto as Annex B (the “ MTUTA ”) and for TRMC to convey the Current Leasehold Improvements to the Operating Company on behalf of the General Partner and the Partnership during the term of the Operating Agreement pursuant to a bill of sale in the form attached hereto as Annex C (the “Bill of Sale”). TRMC may initiate such efforts at any time during the term of the Operating Agreement, and will immediately do so upon written request from the Operating Company. Any and all additional costs or expenses which may be required to obtain such consents, including any such additional costs or expenses which may be incurred by reason of any modification of the Master Lease, shall be the sole responsibility of the Operating Company. TRMC shall cooperate with the Operating Company in such manner as may be reasonably requested in connection therewith, including without limitation, active participation in visits to and meetings, discussions and negotiations with all persons or entities with the authority to grant or withhold consent.

(b)

Concurrently with the execution of this Agreement, TRMC shall execute the Bill of Sale and deposit it in escrow with the law firm of McGuireWoods LLP (the “Escrow Holder”) for future delivery to the Operating Company on behalf of the General Partner and the Partnership pursuant to this Agreement. Until the Sublease becomes effective, the Operating Company shall provide operating services with respect to the Anacortes Marine Terminal pursuant to the Operating Agreement and in such instance, TRMC and the Operating Company will use their reasonable commercial efforts to take such actions to effectively grant the Operating Company the economic benefits of, and impose upon the Operating Company the economic burdens of, the Anacortes Marine Terminal, subject to and in accordance with, the Anacortes Marine Terminal Operating Agreement and this Agreement.

(c)

At such time as all necessary consents and approvals have been obtained pursuant to Section 3(a) , TRMC and the Operating Company shall execute and deliver the Sublease and the MTUTA, and Escrow Holder shall deliver the Bill of Sale to the Operating Company on behalf of the General Partner and the Partnership.

(d)

Upon execution of the MTUTA, the Operating Agreement shall be superseded in its entirety by the Sublease and by the MTUTA, and the Operating Agreement shall be of no further force or effect.

(e)

Prior to the execution and delivery of the Sublease and the MTUTA and the delivery of the Bill of Sale, the General Partner and TRMC shall:

(i) file on a timely basis all notices, reports or other filings necessary or required for the continuing operation of the Anacortes Marine Terminal to be filed with or reported to any governmental authority;

(ii) file on a timely basis all complete and correct applications or other documents necessary to maintain, renew or extend any permit, variance or any other approval required by any governmental authority necessary or required for the continuing operation of the Anacortes Marine Terminal whether or not such approval would expire before or after the execution and delivery of the Sublease;

(iii) not permit any lien or other encumbrance to be imposed on the Current Leasehold Improvements, other than Permitted Liens;

(iv) not sell, lease or otherwise dispose of any Current Leasehold Improvements; and

(v) not agree to do any of the actions set forth in subsections (iii) and (iv) above.

(f)

Without limitation on its other rights under this Agreement, should the General Partner or TRMC breach any of their obligations to the Operating Company under this Section 3, the Operating Company shall have the right to obtain specific performance of all such obligations of the General Partner and TRMC to the Operating Company. TRMC and the Operating Company shall execute and deliver such additional documents on behalf of the General Partner and the Partnership, instruments and certifications necessary or advisable in connection with the conveyance of the Current Leasehold Improvements pursuant to this Section 3 and the Sublease.

4. Headings; References; Interpretation. All 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 Annexes attached hereto, and not to any particular provision of this Agreement. All references herein to Sections, Schedules and Annexes shall, unless the context requires a different construction, be deemed to be references to the Sections of this Agreement and the Schedules and Annexes attached hereto, and all such Schedules and Annexes attached hereto are hereby incorporated herein and made a part hereof for all purposes.

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

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.

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.

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.

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.

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.

11. Integration . This Agreement, together with the Schedules and Annexes 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.

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.

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 13 .

If to TRMC:

Tesoro Refining & Marketing Company LLC

19100 Ridgewood Parkway

San Antonio, Texas 78259-1828

Attn: General Counsel

Facsimile: (210) 745-4494

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

Andeavor Logistics LP

Tesoro Logistics GP, LLC

Tesoro Logistics Operations LLC

19100 Ridgewood Parkway

San Antonio, Texas 78259-1828

Attn: General Counsel

Facsimile: (210) 745-4494

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

[Signature Page Follows]

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


TESORO REFINING & MARKETING COMPANY LLC

By:		/S/ GREGORY J. GOFF
		Gregory J. Goff
		President

TESORO LOGISTICS OPERATIONS LLC

By:		/S/ STEVEN M. STERIN
		Steven M. Sterin
		President and Chief Financial Officer

ANDEAVOR LOGISTICS LP

By:		Tesoro Logistics GP, LLC,
		its general partner


By:		/S/ STEVEN M. STERIN
		Steven M. Sterin
		President and Chief Financial Officer

TESORO LOGISTICS GP, LLC

By:		/S/ STEVEN M. STERIN
		Steven M. Sterin
		President and Chief Financial Officer

Signature Page to Sublease Rights and Escrow Agreement

Schedule 1


ANACORTES PREPAYMENT ALLOCATION SCHEDULE
YEAR		Beginning Balance		Fixed Inc/(Exp) Allocated To Each Period ^(A)			Annual Interest ^(B) 3%		Amortization of Prepayment			Ending Balance		General Partner Income, net And Operator (Expense), net
					(a)			(b)							(a+b)
0	11/15/2017		85,000,000
1	11/15/2018		85,000,000		(6,492,303	)		2,550,000		(3,942,303	)		81,057,697		(3,942,303	)

2	11/15/2019		81,057,697		(6,492,303	)		2,431,731		(4,060,572	)		76,997,124		(4,060,572	)

3	11/15/2020		76,997,124		(6,492,303	)		2,309,914		(4,182,390	)		72,814,735		(4,182,390	)

4	11/15/2021		72,814,735		(6,492,303	)		2,184,442		(4,307,861	)		68,506,873		(4,307,861	)

5	11/15/2022		68,506,873		(6,492,303	)		2,055,206		(4,437,097	)		64,069,776		(4,437,097	)

6	11/15/2023		64,069,776		(6,492,303	)		1,922,093		(4,570,210	)		59,499,566		(4,570,210	)

7	11/15/2024		59,499,566		(6,492,303	)		1,784,987		(4,707,316	)		54,792,250		(4,707,316	)

8	11/15/2025		54,792,250		(6,492,303	)		1,643,767		(4,848,536	)		49,943,714		(4,848,536	)

9	11/15/2026		49,943,714		(6,492,303	)		1,498,311		(4,993,992	)		44,949,722		(4,993,992	)

10	11/15/2027		44,949,722		(6,492,303	)		1,348,492		(5,143,812	)		39,805,910		(5,143,812	)

11	11/15/2028		39,805,910		(6,492,303	)		1,194,177		(5,298,126	)		34,507,784		(5,298,126	)

12	11/15/2029		34,507,784		(6,492,303	)		1,035,234		(5,457,070	)		29,050,715		(5,457,070	)

13	11/15/2030		29,050,715		(6,492,303	)		871,521		(5,620,782	)		23,429,933		(5,620,782	)

14	11/15/2031		23,429,933		(6,492,303	)		702,898		(5,789,405	)		17,640,527		(5,789,405	)

15	11/15/2032		17,640,527		(6,492,303	)		529,216		(5,963,088	)		11,677,440		(5,963,088	)

16	11/15/2033		11,677,440		(6,492,303	)		350,323		(6,141,980	)		5,535,460		(6,141,980	)

17	8/31/2034		5,535,460		(5,680,765	)		145,306		(5,535,460	)		—		(5,535,460	)

^(A)	Reg. §1.467-1(c)(2)(ii)(A)(2)

^(B)	Interest rate = the greater of: 3%, or 110% of the applicable Federal rate as of the execution date.

ANNEX A

SUBLEASE

This Sublease (“ Sublease ”), dated as of the ___ day of _________, 20__, 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 Aquatic Lands Lease No. 20-A121165, dated August 21, 2004 (the “ Master Lease ”), between Sublessor and the State of Washington, acting through the Department of Natural Resources (the “ Master Landlord ”), covering the property in Skagit County, Washington, described in Exhibit A to the Master Lease (the “ Premises ”).

B. Sublessor is the owner of the leasehold improvements located on the Premises and used in connection with the operation of the Premises, including, without limitation, the items identified on Schedule 1 to Exhibit A attached hereto (the “ Current Leasehold Improvements ”).

C. 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.

D. Concurrently herewith, Sublessor and Sublessee have entered into that certain Anacortes Marine Terminal Use and Throughput Agreement (the “ Anacortes MTUTA ”).

NOW , THEREFORE , for good and valuable consideration, the receipt and sufficiency of which the parties hereby 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; provided that this Sublease shall not become effective unless and until Sublessor receives the written consent of Master Landlord to this Sublease.

2. Term . The term of this Sublease (the “ Term ”) shall commence on the date Sublessor receives the written consent of the Master Landlord to this Sublease (“ Commencement Date ”) and shall expire on August 30, 2034, i.e., one (1) day prior to the expiration of the Master Lease. The renewal or extension of the Master Lease or this Sublease shall be governed by Section 11 below.

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 the Master Landlord, the obligations of Sublessor as the tenant under the Master Lease with respect to the Premises during the Term of this Sublease. Sublessee acknowledges and agrees that, in the event of any conflict between the terms of this Sublease and those of the Master Lease, the terms of the Master Lease shall control. Without limiting the foregoing:

(a) This Sublease shall terminate if the Master Lease is terminated for any reason, whether upon expiration of the term of the Master Lease, failure to exercise an option to renew (although there are currently no such options), cancellation by the Master Landlord, surrender or for any other reason.

(b) 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 the Master Landlord, with concurrent notice thereof to Sublessor. Sublessee shall not make any prepayments of rent, pursuant to the Master Lease, to the Master Landlord in excess of one month’s rent.

(c) Sublessee shall be responsible for paying required costs of maintenance and improvements as required under the Master Lease. Any capital expenditure required by the Master Lease shall be made by Sublessee.

(d) Sublessee shall be responsible for maintaining all of the insurance required of the tenant under the Master Lease, endorsed to name the Master Landlord and Sublessor as additional insureds. 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 the Master Landlord as an additional insured.

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

(f) Sublessee shall be responsible for complying with the obligations of Sublessor as the tenant under the Master Lease with respect to hazardous materials, subject to any reimbursement or other indemnification obligations of Sublessor to Sublessee under any other agreements between Sublessor and Sublessee.

(g) Sublessee acknowledges and agrees that there is no privity of contract between Sublessee and the Master Landlord.

4. 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.

5. Leasehold Improvements .

(a) Effective as of 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 pursuant to a bill of sale to the Current Leasehold Improvements in the form attached hereto as Exhibit A (the “ Bill of Sale ”). Such conveyance shall be “as is” without representations or warranties of any kind whatsoever, express, implied or statutory, except as otherwise set forth in Section 6 below. In the event of a 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 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, less the amount of any damages or diminution of the value of the Leasehold Improvements suffered by Sublessor as a result of any such default on the part of Sublessee. In the event of an early termination of this Sublease 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. In order to effect any such conveyance, 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.

(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 petroleum refining and logistic assets 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 petroleum refining and logistic assets 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 petroleum refining and logistic assets 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.

6. Representations and Warranties of Sublessor . Sublessor hereby represents and warrants to Sublessee as follows:

(a) The Master Lease is in full force and effect and neither party thereto is in default thereunder.

(b) Sublessor has title to the Current Leasehold Improvements, free and clear of all liens and encumbrances of any kind and nature, other than the Permitted Liens and the Master Lease.

7. Removal Obligations . To the extent the Master Landlord requires removal of Leasehold Improvements from the Premises at the end of the Master Lease term pursuant to Section 7.4 of the Master Lease, Sublessee shall be responsible for such removal. 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 any removal of the Leasehold Improvements required under the Master Lease.

8. Cross-Defaults . A default under this Sublease shall constitute a default under the Anacortes MTUTA, and a default under the Anacortes MTUTA shall constitute a default under this Sublease. Without limitation on the generality of the foregoing, if the Anacortes MTUTA is terminated by reason of a default by Sublessee, Sublessor shall have the right to terminate this Sublease by written notice to Sublessee.

9. Early Right of Termination . If at any time following the termination or expiration of the Anacortes MTUTA, 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 cessation of operations, 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.

10. 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.

11. Master Lease Renewal . In the event Sublessor consummates a new master lease of the Premises with the Master Landlord following the expiration of the Master Lease, or the Master Lease is extended or renewed, Sublessor shall offer to enter into a new sublease with Sublessee (subject to any required consent from the Master Landlord) for the term of the new, or extend or renewed, master lease and on other terms and conditions which mirror to the extent possible the terms and conditions of such new, or extended and renewed, master lease. Sublessor shall also have the right to negotiate its own direct lease of the Premises from the Master Landlord.

12. 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]

IN WITNESS WHEREOF, the parties have executed this Sublease as of the date first above written.


Sublessor:						Sublessee:

Tesoro Refining & Marketing Company LLC,						Tesoro Logistics Operations LLC,
a Delaware limited liability company						a Delaware limited liability company

By:						By:

Signature Page to Sublease

Exhibit A

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 , 20 (the “Sublease”), 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, except as set forth in the Sublease.

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.

ANNEX B

ANACORTES MARINE TERMINAL USE AND THROUGHPUT AGREEMENT

This ANACORTES MARINE TERMINAL USE AND THROUGHPUT AGREEMENT (the “ Agreement ”) is dated as of the Commencement Date (defined below in Section 1 ), 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 (the “ General Partner ”), and Andeavor Logistics LP, a Delaware limited partnership (the “ Partnership ”), on the one hand, and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“ Customer ”), on the other hand.

RECITALS

WHEREAS , Customer is the current tenant under that certain Aquatic Lands Lease No. 20-A121165, dated August 21, 2004 (the “ Master Lease ”), between Customer and the State of Washington, acting through the Department of Natural Resources (“ Master Landlord ”), covering the property in Skagit County, Washington, described in Exhibit A to the Master Lease (the “ Anacortes Marine Terminal ”);

WHEREAS , concurrently herewith, Customer has entered into a Sublease (the “ Sublease ”) with Operator pursuant to which Customer has subleased the Anacortes Marine Terminal to Operator and has transferred to Operator all of Customer’s leasehold improvements located at the Anacortes Marine Terminal;

WHEREAS , during the Term, Customer desires for Operator to provide the services set forth herein relating to the Anacortes Marine Terminal 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; and

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

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 the Refinery facilities, including the

pipeline interconnection between the Anacortes Marine Terminal and the Refinery facilities and the marine vapor recovery system located on or adjacent to the Anacortes Marine Terminal, but excluding the vapor compression, recovery and destruction system operated by Customer at the Refinery, which is being used to provide services to the Anacortes Marine Terminal.

“ API ” means the American Petroleum Institute.

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

“Anacortes Marine Terminal” has the meaning set forth in the Recitals.

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

“Base Fee” means the per Barrel throughput fees at the Anacortes Marine Terminal as set forth on a Terminal Service Order multiplied by the actual throughput by Customer across the Anacortes Marine Terminal for the particular Month.

“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.

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

“ Commencement Date ” means , 20 .

“ Contribution Agreement ” means that certain Contribution, Conveyance and Assumption Agreement, dated November 8, 2017, by and among Andeavor, a Delaware corporation (“ Andeavor ”), Customer, the General Partner, the Partnership and Operator.

“ 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) .

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

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

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

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

“ Major Project Costs ” or “ MPC ” have the meanings set forth in Section 7(a)(i).

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

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

“ Minimum Marine Throughput Volume ” means an aggregate volume of 1,882,183 Barrels of Products per Month throughput across the Anacortes Marine Terminal; provided, however, that the Minimum Marine Throughput Commitment for the Month in which the Commencement Date occurs, and for the Month in which the Termination Date occurs, shall be prorated in accordance with the ratio of the number of days within the Term of this Agreement in such Month to the total number of days in such Month.

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

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

“ Operator Group ” has the meaning set forth in Section 19(b) .

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

“ Partnership Change of Control ” means Andeavor ceases to Control the General Partner.

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

“ Project Cost Reimbursements ” or “ PCR ” have the meanings set forth in Section 7(b)(ii) .

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

“ Refinery ” means Customer’s refinery located near Anacortes in Skagit County, Washington, including without limitation, tanks owned and operated by Operator to provide services to Customer under separate agreements.

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

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

“ Services ” has the meaning set forth in Section 13(a) .

“ Shortfall Credit ” has the meaning set forth in Section 9(b) .

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

“ Surcharge ” has the meaning set forth in Section 7(b) .

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

“ Terminal Service Order ” has the meaning set forth in Section 9(a) .

“ Termination Date ” means the last day of the Term of this Agreement.

SECTION 2 GENERAL UNDERTAKINGS

Subject to the terms and conditions of this Agreement, Operator’s operating permits, the limitations of the Anacortes Marine Terminal, the limitations of connecting carriers, the rules and procedures for the Anacortes Marine Terminal (if any) set forth in Terminal Service Orders, and all Applicable Law, Operator shall provide throughput service for Customer’s Marine Vessels, subject to Anacortes Marine Terminal availability as provided herein, and be compensated for such services pursuant to this Agreement. During the Term the Anacortes Marine Terminal shall be dedicated and used exclusively for the throughput of the Products of Customer. Each Month during the Term, Customer shall throughput across the Anacortes Marine Terminal at least the Minimum Marine Throughput Commitment. Customer’s personnel shall be granted access to the Anacortes Marine Terminal for the purpose of boarding and unboarding its Marine Vessels. For purposes of this Agreement, Customer’s Marine Vessels and personnel shall include those of Customer and/or its suppliers and trade partners accessing the Anacortes Marine Terminal.

SECTION 3 RESERVED

SECTION 4 TERM

The initial term of this agreement shall be for a period beginning on the Commencement Date and ending November 7, 2027 (the “ Initial Term ”), provided, however, that Customer may, at its sole option, extend the Initial Term for up to two (2) renewal terms of five (5) years each (each, an “ Extension Period ”) by providing written notice of its intent to Operator no less than twelve (12) Months prior to the end of the Initial Term or the then-current Extension Period. The Initial Term and any Extension Period shall be referred to herein as the “ Term ”. Notwithstanding the foregoing, this Agreement shall automatically terminate if the Sublease expires or is terminated or cancelled and is not extended or renewed; provided that this Agreement shall remain in full force and effect if, concurrently with such termination or cancellation of the Sublease, Operator enters into a new direct lease of the Anacortes Marine Terminal with the Master Landlord.

SECTION 5 THROUGHPUT FEES

(a) Customer agrees to pay Operator the higher of the Base Fee or the MTVF .

(b) During any Month that the Anacortes Marine Terminal is not available to receive any of Customer’s Marine Vessels on a day in which Customer’s Marine Vessel is scheduled to have access to the Anacortes Marine Terminal, for any reason other than Customer’s actions or inactions, including without limitation, Operator’s actions or inactions or a Force Majeure affecting the Anacortes Marine Terminal or the Ancillary Facilities, and such unavailability prevents Customer from throughputting the Minimum Marine Throughput Volume, the Minimum Marine Throughput Volume (and resulting MTVF) for such Month will be reduced as follows: the Minimum Marine Throughput Volume will be proportionally reduced in proportion to the number of days in such Month when Customer’s Marine Vessels were prevented from having access to the Anacortes Marine Terminal as a result of the Anacortes Marine Terminal being unavailable.

SECTION 6 NEWLY IMPOSED TAXES AND REGULATIONS

Customer shall promptly pay or reimburse Operator for any newly imposed taxes, levies, royalties, assessments, licenses, fees, charges, surcharges and sums due of any nature whatsoever (other than income taxes, gross receipt taxes and similar taxes) by any federal, state or local government or agency that Operator incurs on Customer’s behalf for the services provided by Operator under this Agreement or any Terminal Service Order. If Operator is required to pay any of the foregoing, Customer shall promptly reimburse Operator in accordance with the payment terms set forth in this Agreement. Any such newly imposed taxes or regulatory fees as provided for in this Section 6 shall be specified in an applicable Terminal Service Order.

SECTION 7 EXPENDITURE REQUIRED BY NEW LAWS AND REGULATIONS

(a) Surcharge . If, during the Term, any existing laws or regulations are changed or any new laws or regulations are enacted that require Operator to make substantial and unanticipated expenditures (whether capitalized or otherwise) with respect to the Anacortes Terminal or with respect to the services provided hereunder, Operator may, subject to the terms of this Section 7 , impose a surcharge to increase the applicable service fee (“ Surcharge ”), to cover Customer’s pro rata share of the cost of complying with these laws or regulations, based upon the percentage of Customer’s use of the services or facilities impacted by such new laws or regulations.

(b) Notification and Mitigation . Operator shall notify Customer of any proposed Surcharge to be imposed pursuant to Section 7(a) sufficient to cover the cost of any required capital projects and any ongoing increased operating costs. Operator and Customer then shall negotiate in good faith for up to thirty (30) days to mutually determine the effect of the change in law or regulation or new law or regulation, the cost thereof, and how such cost shall be amortized at an interest rate of no more than LIBOR plus six percent (LIBOR + 6%) as a Surcharge, with the understanding that Operator and Customer shall use their reasonable commercial efforts to mitigate the impact of, and comply with, these laws and regulations. Without limiting the foregoing, if expenditures requiring a Surcharge may be avoided or reduced through changes in operations, then the Parties shall negotiate in good faith to set forth the appropriate changes in a Terminal Service Order to evidence the reduction of the amount of a Surcharge while leaving the Parties in the same relative economic position they held before the laws or regulations were changed or enacted.

(c) Less Than 15% Surcharge . In the event any Surcharge results in less than a fifteen percent (15%) increase in the applicable service fee, Customer will be assessed such Surcharge on all future invoices during the period in which such Surcharge is in effect for the applicable amortization period, and Operator shall not terminate the affected service from this Agreement.

(d) 15% or More Surcharge . In the event any Surcharge results in a fifteen percent (15%) or more increase in the applicable service fee, Operator shall notify Customer of the amount of the Surcharge required to reimburse Operator for its costs, plus carrying costs, together with reasonable supporting detail for the nature and amount of any such Surcharge.

(i) If within thirty (30) days of such notification provided in this Section 7(d) , Customer does not agree to pay such Surcharge or to reimburse Operator up front for its costs, Operator may elect to either:

a. require Customer to pay such Surcharge, up to a fifteen percent (15%) increase in the applicable service fee; or

b. terminate the service under this Agreement to which the Surcharge applies, upon notice to Customer.

(ii) Operator’s performance obligations under this Agreement shall be suspended or reduced during the above thirty (30) day period to the extent that Operator would be obligated to make such expenditures to continue performance during such period.

(e) Resolution of Surcharge . Following a resolution with respect to the amount and manner of payment of a Surcharge pursuant to this Section 7 , the Parties shall execute an appropriate Terminal Service Order memorializing the terms of such resolution.

SECTION 8 RESERVED

SECTION 9 TERMINAL SERVICE ORDERS; PAYMENTS

(a) Description . Operator and Customer shall enter into one or more terminal service orders for the Anacortes Marine Terminal substantially in the form attached hereto as Exhibit 1 (each, a “ Terminal Service Order ”). Upon a request by Customer 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 Customer. Items available for inclusion on a Terminal Service Order include, but are not limited to:

(i) any rules and procedures for the Anacortes Marine Terminal (if any) referenced in Section 2 ;

(ii) the per Barrel throughput fees at the Anacortes Marine Terminal;

(iii) any reimbursement pursuant to Section 6 ;

(iv) any surcharge pursuant to Section 7 ;

(v) the specifics of operations as referenced in Sections 14 and 27 ; and

(vi) any other services as may be agreed.

(b) Monthly Shortfall Credit . If the Base Fee is less than the MTVF, then Customer shall receive a “ Shortfall Credit ” equal to such difference.

(i) The dollar amount of any Shortfall Credit included in the Monthly invoice will be posted as a credit to Customer’s account and may be applied against amounts owed by Customer for volumes in excess of the Minimum Marine Throughput Volume during any of the succeeding three (3) Months; and

(d) Invoices . Except with respect to the MPC payment methods described in Section 7(b) , Operator shall invoice Customer on a Monthly basis and Customer shall pay all amounts due under this Agreement and any Terminal Service Order no later than ten (10) calendar days after Customer’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) Disputed Amounts . If Customer reasonably disputes any amount invoiced by Operator, Customer shall pay the amount of the invoice when due and provide Operator with written notice stating the nature of the dispute prior to thirty (30) days after the due date of the invoice. Customer and Operator shall use reasonable commercial diligence to resolve disputes in a timely manner through the dispute resolution procedures provide for herein. All portions of the disputed amount determined to be owed the Customer shall be refunded to the Customer within ten (10) days of the dispute resolution.

SECTION 10 PRODUCT SPECIFICATIONS

(a) Product Quality .

(i) Product Testing . Upon request, Customer shall provide Operator a laboratory report for each Product delivery by Customer or Customer’s supplier. Operator will not be obligated to receive Contaminated Product for throughput across the Anacortes Marine Terminal, nor will Operator be obligated to accept Product that fails to meet the quality specifications set forth in the arrival notice.

(ii) Off-Spec/Contaminated Product . Operator may, without prejudice to any other remedy available to Operator, reject and return Contaminated Product to Customer, even after delivery to Operator at the Anacortes Marine Terminal. Customer at its sole cost and expense shall be responsible for all damages of any kind, in addition to commodity or Waste removal and cleaning costs for connecting pipelines or third party tankage, resulting from the introduction of Contaminated Product. Customer shall remove and replace any Contaminated Product or reimburse Operator for any and all expenses incurred in removing and/or replacing any such Contaminated Product received.

(b) Product Warranty . Customer warrants to Operator that all Products tendered by or for the account of Customer for throughput across the Anacortes Marine Terminal will conform to Operator’s minimum specifications for such Product and the most recently available and commonly accepted assay and any applicable API or ASTM standards. Operator may rely upon the specifications and representations of Customer as to Product quality.

(c) Material Safety Data Sheet . Customer will provide Operator with a Material Safety Data Sheet and any other information required by any federal, state, or local authority for all Products throughput across the Anacortes Marine Terminal. Customer shall provide its customers with the appropriate information on all Products throughput across the Anacortes Marine Terminal.

(d) Quality Analysis . Operator will not perform any Product quality analysis on behalf of Customer unless Customer so requests in writing. Any such quality analyses, including any costs for independent inspectors appointed by Customer, are for Customer’s account. In the absence of fraud or manifest error, any quality determination performed by Operator hereunder shall be binding on both Parties. Customer or its designated independent inspector may observe Operator in any measurement or sampling.

SECTION 11 PRODUCT QUANTITY.

The quantity of product received from or loaded to Customer’s Marine Vessels shall be based on Gross Standard Volume using the applicable API and ASTM or equivalent standards for Marine Vessel movements by the following (in order of preference), subject to Operator’s reasonable discretion to choose an alternative method: (a) by meters, (b) by static shore tank gauges of the tank or otherwise, (c) by inspector certificates, or (d) by a mutually agreeable method. The custody transfer quantity shall be determined by vessel gauges or bills of lading only when mutually agreed to by Customer and Operator. Customer shall provide Operator with all reasonable documentation with respect to the volumes throughput across the Anacortes Marine Terminal, including but not limited to, inspection reports, meter tickets or other similar documentation within three (3) Business Days of completion of any Marine Vessel discharge.

SECTION 12 WASTE AND HAZARDOUS MATERIALS

(a) Storage, Handling and Disposal of Waste . Operator and Customer will comply with Applicable Law regarding the storage and handling of Product and the disposal of any Waste. Customer shall pay or reimburse Operator for removal from the Anacortes Marine Terminal and Ancillary Facilities of any Waste or residuals, including all costs associated with any liabilities arising from such Waste or residual. During such removal, the fees and charges set forth in this Agreement will remain in effect. Unless stated otherwise herein, Operator shall be responsible for any fines, penalties, claims, violations, or similar obligations related to Operator’s operation of the Anacortes Marine Terminal and Ancillary Facilities.

(b) Waste Discharge from Marine Vessels . Operator will not accept Waste from Marine Vessels that discharge cargoes at the Anacortes Marine Terminal. If Waste is tendered from Marine Vessels as required by any MARPOL Annex, similar regulations, Applicable Law, or the United States Coast Guard, Customer agrees to arrange, or authorize a representative of the Marine Vessel to arrange on the Marine Vessel’s or on Customer’s behalf, for disposal of all such Waste using third-party services approved by Operator, such approval not to be unreasonably withheld, conditioned or delayed. If Customer or its authorized representative refuses to arrange for the removal of such Waste, Operator will arrange for the removal and disposal of such Waste, and Customer shall reimburse Operator for the cost of receiving, handling, storing, and shipping such Waste and shall pay for appropriate treatment, storage and disposal of such Waste in compliance with Applicable Law.

(c) Hazardous Materials—Reporting . Operator will report its handling of all hazardous materials for Customer as required by Applicable Law. Customer will accurately and properly represent the nature of all such materials to Operator. Customer agrees to reimburse Operator for any reasonable, direct charges that Operator may be required to pay for the handling of Product, excluding penalties, fines or excess charges resulting from material errors or omissions in Operator’s reporting as required by Applicable Law.

SECTION 13 SERVICES; HOURS; VOLUME GAINS AND LOSSES

(a) Services . Operator shall throughput and handle Customer’s Products across the Anacortes Marine Terminal, make all tie-ups and connections at the Anacortes Marine Terminal (excluding all connection and disconnection of cargo hoses or loading arms at a Marine Vessel’s manifold), provide regulatory compliance reporting that Operator is required to perform as the Anacortes Marine Terminal operator, and provide such other services set forth in this Agreement (the “ Services ”). Operator will timely provide Customer with a copy of any regulatory compliance report filed by Operator regarding Customer’s Product upon request by Customer. Operator will provide the labor and supervision necessary to perform the Services contemplated by this Agreement, and Operator will provide and maintain the equipment necessary to perform the Services contemplated by this Agreement. Operator will maintain the Anacortes Marine Terminal according to the Master Lease, the Sublease and good industry practice and will use reasonable care in performing the Services consistent with customary industry practices. Customer personnel shall make all other Marine Vessel connections to the Anacortes Marine Terminal, chicksans or hoses.

(b) Existing Contractors . Operator may continue to utilize labor, equipment, materials and supplies provided by contractors under their existing service agreements with Customer to perform work to be performed by Operator hereunder, without the requirement that such existing contracts be amended, assigned or replaced. Such contracts with Customer may continue to cover the work to be provided by Operator hereunder, as provided under Section 4(a) of the Secondment Agreement, and Operator shall be responsible for the costs and expenses of such work performed by such contractors pursuant to those provisions of the Secondment Agreement.

(d) Volume Gains and Losses . Operator shall have no obligation to measure volume gains and losses and shall have no liability whatsoever for normal course physical losses that may result from the transportation of the Products across the Anacortes Marine Terminal, except if such losses are caused by the negligence or willful misconduct of Operator. Customer will bear any volume gains and losses that may result from the transportation of the Products across the Anacortes Marine Terminal.

SECTION 14 OPERATIONS

Operator shall operate the Anacortes Marine Terminal in accordance with the applicable provisions of a Terminal Service Order with respect to the Anacortes Marine Terminal.

SECTION 15 TITLE AND RISK OF LOSS; CUSTODY AND CONTROL

(a) Title and Risk of Loss . Title and the risk of loss or damage to the Product shall remain at all times with the owner of the Product, subject to any lien in favor of Operator under Applicable Laws.

(b) Custody and Control .

(i) For Marine Vessel deliveries, Operator will have custody of Product from the time Product passes the flange connecting the delivery line of the delivering Marine Vessel until such time as the Product passes to Customer’s pipelines, third party pipelines, or applicable tanks.

(ii) For Marine Vessel loading, Operator will have custody of Product from the time Product passes from Customer’s pipelines, third party pipelines, or applicable tanks until such time as the Product passes to the flange connecting the receiving line of the loading Marine Vessel.

SECTION 16 RESERVED

SECTION 17 COMPLIANCE WITH LAW AND GOVERNMENT REGULATIONS

(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 the Anacortes 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. Without limiting Customer’s reimbursement obligations under Section 6(b) , 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 . Without limiting Customer’s reimbursement obligations under Section 6(b) , 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 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 or a Terminal Service Order with respect to future performance. The Parties shall then meet to negotiate in good faith amendments to this 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 18 LIMITATION OF LIABILITY

(b) Claims and Liability for Lost Product . Operator shall not be liable to Customer for lost or damaged Product unless (i) Operator would be responsible under Section 13(d) and (ii) Customer notifies Operator in writing within ninety (90) days of the report of any incident or the date Customer learns of any such loss or damage to the Product. Operator’s maximum liability to Customer for any lost or damaged Product shall be limited to (i) the lesser of (1) 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 (2) the actual cost paid for the Product by Customer (copies of Customer’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 or except as provided in an applicable Terminal Service Order.

(d) No Guarantees or Warranties . Except as expressly provided in this Agreement, neither Customer 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 19 INDEMNIFICATION

(a) Duty to Indemnify Customer Group . Notwithstanding anything to the contrary in this Agreement or any Terminal Service Order, Operator SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS Customer, its affiliates and their respective officers, directors, employees, agents, successors, and assigns (excluding any member of the Operator Group) (collectively, the “ Customer 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, WILLFUL MISCONDUCT OR THE NEGLIGENT ACTS, ERRORS, OR OMISSIONS OF OPERATOR OR ANY MEMBER OF THE OPERATOR GROUP (AS DEFINED BELOW) WHILE PERFORMING OPERATOR’S OBLIGATIONS UNDER THIS AGREEMENT.

(b) Duty to Indemnify Operator Group . Notwithstanding anything to the contrary in this Agreement or any Terminal Service Order, CUSTOMER SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS General Partner, the Partnership, their subsidiaries and their respective officers, directors, members, managers, employees, agents, successors, and assigns (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 (excluding Product) 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 CUSTOMER OR ANY MEMBER OF THE CUSTOMER GROUP WHILE USING THE ANACORTES MARINE TERMINAL 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 CUSTOMER OR ANY MEMBER OF THE CUSTOMER GROUP WHILE PERFORMING CUSTOMER’S OBLIGATIONS UNDER THIS AGREEMENT.

(c) Failure to Maintain Required Coverages . In the event that (a) Customer does not maintain, or does not cause the Customer Insurance Group members to maintain, the insurance coverages required by Section 23 of this Agreement or (b) Customer fails to include Operator as an additional insured on all policies of insurance required by Section 23 of this Agreement, then Customer shall hold harmless and indemnify Operator against all Claims that otherwise would have been insured.

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.

SECTION 20 DEFAULT

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

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

(d) Cumulative Nature of Remedies . The remedies of Customer and Operator 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.

(e) Right of First Refusal . In the event that Operator proposes to enter into a marine terminal use and throughput agreement with respect to the Anacortes Marine Terminal with a third party upon the termination of this Agreement, or any part hereof, for reasons other than by default by Customer,

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

SECTION 21 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 Anacortes Marine Terminal or the Ancillary Facilities, 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 Customer 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 Anacortes Marine Terminal or any part thereof is destroyed or damaged to such extent as to make them unusable, then Operator, in its sole discretion, subject to the terms and provisions of the Master Lease and the Sublease, may elect 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 the Anacortes Marine Terminal or the Ancillary Facilities 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 22 ASSIGNMENT; NEW MARINE TERMINALLING AGREEMENT; PARTNERSHIP CHANGE OF CONTROL

(a) As of the Commencement Date, the General Partner shall assign all of its rights and obligations under this Agreement to the Partnership. The 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 during the Term of this Agreement.

(b) Except as otherwise provided in this Section 22 , Customer shall not transfer, assign, or convey its interests hereunder, in whole or in part, to a third party without the written consent of the Operator, which shall not be unreasonably withheld. Operator may assign its interest hereunder without

consent from Customer to any subsidiary or affiliated company. Operator shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for Operator. Customer may assign its interest hereunder without consent from Operator to any subsidiary or affiliated company or any purchaser of the Refinery, provided that such purchaser meets acceptable credit standards to be determined in Operator’s commercially reasonable discretion. 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.

(c) Customer’s obligations hereunder shall not terminate in connection with a Partnership Change of Control. Operator shall provide Customer with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

(d) Upon expiration of this Agreement pursuant to its terms, or in the event of a Partnership Change of Control, both Customer and Operator agree to enter into a new marine terminal use and throughput agreement for the Anacortes Marine Terminal that (i) is consistent with the terms set forth in this Agreement and (ii) has commercial terms that are, in the aggregate, equal to or more favorable to Operator than fair market value terms as would be agreed by similarly-situated parties negotiating at arm’s length; provided, however, that the term of any such new marine terminal use and throughput agreement shall be based on Refinery requirements, conditioned on Operator’s continued operation of the Anacortes Marine Terminal on terms and conditions acceptable to the Operator, and Operator shall not be required to extend the term of the Master Lease or the Sublease or subsequent renewals thereof in order to provide continuing services to Customer.

SECTION 23 INSURANCE

(a) Insurance Required by Operator . Operator shall be required to carry at least the minimum level of insurance required pursuant to the Master Lease and the Sublease.

(b) Insurance Required by Customer . Customer shall obtain at its sole cost and expense and shall carry and maintain in full force and effect, and cause its carriers, contractors, agents and representatives (collectively, the “ Customer 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 Operator of the following types and amounts:

(i) Workers’ Compensation . Workers’ Compensation Insurance for statutory limits and in accordance with Applicable Laws of the state(s) where the work or operations under this Agreement are to be performed, including, without limitation, the 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;

(1) Bodily injury by accident – $1,000,000 per accident;

(2) Bodily injury by disease – $1,000,000 each employee; and

(3) Bodily injury by disease – $1,000,000 policy limit.

(iii) Commercial Automobile . Commercial Automobile Liability Insurance covering each vehicle whether owned, non-owned, hired, operated, or used by Customer and/or any member of the Customer Insurance Group while in, on or adjacent to the Anacortes Marine Terminal, 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.

(v) Excess Liability . Excess Liability Insurance in excess of the insurance coverages required at Sections 23(a)(ii) , (iii) and (iv) above, with a limit of not less than twenty-four million dollars ($24,000,000) per occurrence.

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

(d) Certificates of Insurance; Endorsements . Excluding insurance for Customer’s marine carriers, Customer shall cause the Operator Group (as defined above) to be named as an additional insured on all policies of insurance secured by Customer and the members of the Customer Group in accordance with this Agreement. Customer shall furnish Operator 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 Operator has received thirty (30) days written notice. Customer hereby waives, and shall cause its insurers and those of the Customer Insurance Group to also waive any right of subrogation that they may have against the Operator or the Operator 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.

(e) Self-Insurance . Subject to Operator’s review and approval, which will not be unreasonably withheld, Customer may self-insure the Commercial General Liability Insurance requirements set forth in Section 23(b)(iv) . Operator reserves the right, at Operator’s discretion, to periodically review Customer’s financial means to meet the Customer Insurance Group insurance requirements included herein by self-insurance. If Operator reasonably determines that Customer cannot meet the insurance obligations included herein by self-insurance, Operator may require Customer to obtain and maintain insurance coverages for requirements as provided in this Section 23 with insurance companies rated not less than A-, IX by A.M. Best or otherwise reasonably satisfactory to Operator. The self-insurance shall protect the indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not been self-insured, contained a self-insured retention or deductible.

SECTION 24 NOTICE

If to Customer, to:

Tesoro Refining & Marketing Company LLC

19100 Ridgewood Parkway

San Antonio, Texas 78259

Attention: General Counsel

If to Operator, to:

Tesoro Logistics Operations LLC

19100 Ridgewood Parkway

San Antonio, Texas 78259

For legal notices :

Attention: General Counsel

For all other notices and communications :

Attention: Don J. Sorensen, Senior Vice President, Logistics

phone: (210) 626-6195

email: Don.J.Sorensen@andeavor.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 25 REPORTS AND AUDIT

SECTION 26 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 26 . Each Party further agrees to take the same care with the other Party’s Confidential Information as it does with its own, but in no event less than a reasonable degree of care. Excepted from these obligations of confidence and non-use is that information which:

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

(ii) was in the possession of the receiving Party on a non-confidential basis prior to receipt of the same from the disclosing Party (it being understood, for the avoidance of doubt, that this exception shall not apply to information of Operator that was in the possession of Customer or any of its affiliates as a result of their ownership or operation of the Anacortes Marine Terminal prior to the Commencement Date);

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

(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 26 , and such archived or back-up Confidential Information shall not be accessed except as required by Applicable Law.

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

(e) Survival . The provisions of this Section 26 shall survive the termination of this Agreement for two (2) years.

SECTION 27 SAFE BERTH

Operator shall exercise due diligence to provide a berth which the nominated Marine Vessels accepted by the Operator can safely reach and leave and at which the Marine Vessel can lie, load, and discharge always safely afloat; provided however, Operator makes no representation or warranty regarding the safety of any channel, anchorage or other waterway used in approaching or departing from the designated berth; provided, however, that Operator shall ensure that Customer and any of Customer’s accepted Marine Vessels are immediately notified of any changes in water depth that affect the stated draft maximum at mean lower low water as set forth in an applicable Terminal Service Order.

SECTION 28 MISCELLANEOUS

(a) Modification; Waiver . This Agreement and any Terminal Service Order may be amended or modified only by a written instrument executed by the Parties. Any of the terms and conditions of this Agreement or any Terminal Service Order 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 or any Terminal Service Order 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.

(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 shall not be interpreted 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.

(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 Sublease, or rules and regulations of the Washington Department of Natural Resources will be governed by the laws of the State of Washington. Each Party hereby irrevocably submits to the exclusive jurisdiction of any federal court of competent jurisdiction situated in the United States District Court for the Western District of Texas, San Antonio Division, or if such federal court declines to exercise or does not have jurisdiction, in the District Court of Bexar County, Texas. The Parties expressly and irrevocably submit to the jurisdiction of said courts and irrevocably waive any objection which they may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of or relating to this agreement brought in such courts, irrevocably waive any claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum and further irrevocably waive the right to object, with respect to such claim, action, suit or proceeding brought in any such court, that such court does not have jurisdiction over such Party. The Parties hereby irrevocably consent to the service of process by registered mail, postage prepaid, or by personal service within or without the State of Texas. Nothing contained herein shall affect the right to serve process in any manner permitted by law.

(g) Independent Contractor . Operator’s relationship to Customer 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 Customer.

(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 Customer, Operator may restructure and restate this Agreement.

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

[Signature Page Follows]

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


TESORO LOGISTICS OPERATIONS LLC

By:

Solely in respect of Section 22(a) only:

ANDEAVOR LOGISTICS LP

By:		TESORO LOGISTICS GP, LLC, its general partner

By:

Solely in respect of Section 22(a) only:

TESORO LOGISTICS GP, LLC


By:

TESORO REFINING & MARKETING COMPANY LLC

By:

Signature Page to Anacortes Marine Terminal Use and Throughput Agreement

EXHIBIT 1

FORM OF TERMINAL SERVICE ORDER

(ANACORTES MARINE TERMINAL [ ]- , 20 )

This Terminal Service Order is entered as of , 20 , 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 Anacortes Marine Terminal Use and Throughput Agreement dated as of , 2017, by and among such parties and Tesoro Logistics GP, LLC, a Delaware limited liability company, and Andeavor 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 9 of the Agreement, the parties hereto agree to the following provisions:

[Insert applicable provisions:

(i) any rules and procedures for the Anacortes Marine Terminal referenced in Section 2 ;

(ii) the per Barrel throughput fees at the Anacortes Marine Terminal;

(iii) any reimbursement pursuant to Section 6 :

(iv) any surcharge pursuant to Section 7 ;

(v) specifics of dock operations as referenced in Sections 14 and 27 ; and

(vi) 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 –

Anacortes Marine Terminal Use and Throughput Agreement

IN WITNESS WHEREOF , the parties hereto have duly executed this Terminal Service Order as of the date first written above.


TESORO LOGISTICS OPERATIONS LLC						TESORO REFINING & MARKETING COMPANY LLC

By:						By:

Exhibit 1 –

Anacortes Marine Terminal Use and Throughput Agreement

ANNEX C

Bill of Sale

Exhibit 1 –

Anacortes Marine Terminal Use and Throughput Agreement

SCHEDULE 1 TO BILL OF SALE

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

Exhibit 1 –

Anacortes Marine Terminal Use and Throughput Agreement

Exhibit 10.7

GROUND LEASE

BETWEEN

TESORO REFINING & MARKETING COMPANY LLC,

AS LANDLORD,

AND

TESORO LOGISTICS OPERATIONS LLC,

AS TENANT

Anacortes Products Storage Facility

GROUND LEASE

This Ground Lease (the “ Lease ”) is entered into as of November 8, 2017 (the “ Commencement Date ”), between TESORO REFINING & MARKETING COMPANY LLC, a Delaware limited liability company (“ Landlord ”), and TESORO LOGISTICS OPERATIONS LLC, a Delaware limited liability company (“ Tenant ”).

A. Landlord is the owner of a petrochemical refinery in Skagit County, Washington, situated upon that certain real property more particularly described on Exhibit A attached hereto and incorporated herein by reference (the “ Refinery ”).

B. Tenant desires to lease from Landlord and Landlord desires to lease to Tenant the portion of the Refinery described on Exhibit B attached hereto and incorporated herein by reference (with the exception of the improvements situated thereon, which the parties acknowledge hereby are owned by Tenant) (the “ Premises ”).

C. Capitalized terms used in this Lease, but not defined herein, shall have the meanings given to them in the Contribution Agreement (as defined below).

ARTICLE 1. DEMISE OF PREMISES AND GRANT OF EASEMENTS

1.01 Demise of Premises. 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.

1.02 Easements.

(a) Tenant is hereby granted a non-exclusive easement for ingress and egress to and from the Premises over and across the Refinery during the term of this Lease, as reasonably needed by Tenant in order to operate the Storage Facility (the “ Access Easement ”). Landlord shall have the right to designate a reasonable course through which Tenant and its employees, agents, contractors and invitees must follow across the Refinery in order to access the Premises, and to otherwise establish reasonable restrictions upon Tenant’s use of the Refinery for access to the Premises.

(b) Tenant is hereby granted non-exclusive easements (the “ Pipeline Easements ”) over and across the Refinery during the term of this Lease for the installation, maintenance, repair and replacement of pipelines owned by Tenant connecting the Storage Facility to (1) the manifold to the Trans Mountain Pipeline, (2) the tank car loading rack and the tank truck loading rack, owned by Tenant and located on land leased by Landlord to Tenant pursuant to that certain Ground Lease, dated November 15, 2012, as amended by that certain First Amendment thereto, dated July 1, 2014, and as further amended by that certain Second Amendment thereto entered into between Landlord and Tenant concurrently herewith, (3) the Anacortes Marine Terminal operated by Tenant, and (4) the manifold of the Olympic Pipeline. The Pipeline Easements shall initially cover the existing locations and pipeline slots occupied by pipelines owned by Tenant, but Landlord shall not unreasonably withhold its consent to any request by Tenant to modify or expand such Pipeline Easements to cover additional or different pipelines owned by Tenant and used by Tenant to provide services to Landlord. The current locations of Pipeline Easements (1), (2) and (3) above are shown, respectfully, on Exhibits C-1, C-2 and C-3 attached hereto and incorporated herein by reference.

ARTICLE 2. LEASE TERM

2.01 Fixed Beginning and Termination Date. The term of this Lease is ninety-nine (99) years, beginning on the Commencement Date, and ending on November 7, 2116, unless terminated sooner as provided in this Lease.

2.02 Termination.

(a) This Lease will terminate without further notice when the term specified in Section 2.01 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.

(b) In the event this Lease terminates for any reason, the Access Easement and the Pipeline Easements shall also terminate automatically.

2.03 Holdover. 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

The parties acknowledge that rent for the entire Lease term has been paid in full in advance, in accordance with the terms of that certain Contribution, Conveyance and Assumption Agreement dated as of the date hereof by and among Andeavor, Landlord, Tesoro Logistics GP, LLC, Andeavor Logistics LP, and Tenant, as amended, restated, modified or supplemented from time to time (the “ Contribution Agreement ”).

ARTICLE 4. TAXES

4.01 Payment of Real Property Taxes by Tenant. After the Commencement Date, Landlord shall endeavor to effectuate the recognition of the Premises by the appropriate taxing entities as a separate parcel for purposes of the assessment of Taxes (as hereinafter defined), and Tenant shall cooperate with Landlord in all reasonable respects in this regard. If Landlord is unable to cause the Premises to be separately assessed, then Landlord shall work with Skagit County to cause the County, if possible, with respect to each tax parcel on which any portion of the Premises are located, to make an allocation between the area leased by Tenant and the area retained by Landlord. With respect to any parcel on which improvements are located, but with respect to which there has not been a segregation made by the County, the parties shall make good faith efforts to allocate the value of the improvements between those owned by Landlord and those owned by Tenant, so as to appropriately allocate the liability for taxes payable based on the value of the improvements. Unless and until the Premises are separately assessed for taxing purposes, Tenant will pay to Landlord that portion of the real property taxes, general and special assessments,

and other governmental charges of any kind (the “ Real Property Taxes ”) levied on or assessed against the Refinery which are allocable to the Premises, as more particularly described herein, within thirty (30) days following the delivery of Landlord’s invoice therefor accompanied by reasonably detailed supporting documentation. Landlord reserves all rights to contest, protest or challenge the Taxes by appropriate proceedings, and Tenant shall cooperate with Landlord in connection therewith in all reasonable respects.

4.02 Payment of Personal Property Taxes. Tenant shall pay, before they become delinquent, all personal property taxes, assessments and other governmental charges assessed against any equipment or other personal property of Tenant situated on the Premises. Effective as of the Commencement Date, such personal property and equipment is being transferred by Landlord to Tenant by Bill of Sale, the form of which is attached to the Contribution Agreement.

4.03 Proration of Taxes During First and Last Years. Real Property Taxes payable by Tenant under Section 4.01 above 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. Personal Property taxes payable by Tenant under Section 4.02 above for the year in which the conveyance of such personal property occurs shall be pro-rated between Landlord and Tenant based on the tax bill for the applicable calendar year.

ARTICLE 5. UTILITIES

(a) The parties acknowledge that as of the Commencement Date, the utilities serving all or a portion of the Premises and some of the improvements located thereon, being electricity, water, and septic system (the “ Utilities ”), are interconnected to Landlord’s utility infrastructure at the Refinery. The provisions of this Article 5 shall be subject to the terms of that certain Amended and Restated Secondment Agreement and Logistics Services Agreement, dated as of October 30, 2017, by and between Landlord, Tenant and additional parties, as amended, restated, modified or supplemented from time to time (the “ Secondment Agreement ”), and for so long as the Secondment Agreement is in effect between the parties, the provisions of that agreement shall control in the event that its terms and the terms of this Article 5 are inconsistent with one another. In the event that the Secondment Agreement is no longer in effect, the terms of this Article 5 shall control.

(b) The parties agree that the Premises shall be separately metered for electricity as soon as reasonably practicable following the Commencement Date hereof. 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 electricity serving the Premises directly to the Utility provider. Until such time as electricity is separately metered to the Premises, electricity 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. With regard to electricity until it is separately metered and with regard to all other Utilities, 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 oily 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 Refinery 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 paragraph or in the Storage Services Agreement (as defined in Section 10.01 below). 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.

ARTICLE 6. USE OF PREMISES

6.01 Permitted Use . The Premises are currently improved with crude oil, refinery feedstock and petroleum product storage tanks with a total shell capacity of 3,900,000 barrels, a gasoline blending unit, and a transfer pump house, and pipelines and other appurtenances that allow the transport of the crude oil and petroleum products to and from to and from other facilities located at the Refinery (collectively, the “ Storage Area Improvements ”). Tenant may use the Premises and the Storage Area Improvements only for the storage and transport of crude oil, other black oils, intermediates and petroleum products, blending of gasoline and other petroleum products, and such other uses as are directly related to the operation and maintenance of the Storage Facility (collectively, the “ Permitted Use ”).

ARTICLE 7. COMPLIANCE WITH LAWS

7.01 Compliance with Laws. Tenant and its employees, agents and invitees shall comply with all applicable federal, state, and local laws, rules, regulations and orders in use of the Premises. Tenant shall secure and maintain current all required permits, licenses, certificates, and approvals relating to its use of the Premises. Landlord shall comply with all applicable federal, state, and local laws, rules, regulations and orders pertaining to the operation of the Refinery and the Premises to the extent reasonably necessary to enable Tenant to exercise its rights provided hereunder.

7.02 Emergencies. 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

8.01 General Conditions. 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 materialmens’ liens.

(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 reasonable and appropriate for Tenant’s permitted operations on the Premises.

8.02 Landlord’s Approval of Plans. 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. No material addition to or alteration of any building or structure erected on the Premises may be commenced 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.

(b) Submission of Plans . With respect to any construction, additions or alterations for which Landlord’s approval is required under Section 8.02(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 Section 8.02(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.

(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.

8.03 Ownership of Buildings, Improvements and Fixtures . Any buildings, improvements, additions, alterations, and fixtures existing, constructed, placed or maintained on any part of the Premises during the Lease term are considered part of the real property of the Premises but shall be and remain the property of Tenant during the Lease term, including all Storage Area Improvements and equipment related to the Storage Facility situated on the Premises as of the Commencement Date or hereafter placed on the Premises by Tenant. In addition to Landlord’s right of entry set forth in Section 18.01 hereof, Landlord shall have the right upon not less than twenty-four hours’ notice to Tenant (except in the case of emergencies, in which no prior notice is required) to enter upon the Premises for the purposes of inspecting, maintaining, repairing, modifying and/or replacing all or any portion of the Storage Area Improvements located thereon, to the extent that Tenant has failed to do so and such failure to complete the maintenance, repair, modification or replacement is in violation of Tenant’s obligations hereunder. To the extent that any such maintenance, repair, modification or replacement is undertaken by Landlord, Tenant shall reimburse Landlord for all costs incurred, within thirty (30) days following receipt of an invoice from Landlord detailing such amounts.

8.04 Right to Remove Tenant’s Property. Tenant may, at any time while it occupies the Premises, remove any furniture, machinery, equipment, fixtures or other improvements owned or placed by Tenant in, under, or on the Premises, so long as such removal does not result in the violation of any terms of this Lease. If this Lease has not been terminated prior to its stated expiration date, then at least six (6) months before the stated expiration date, Landlord shall give written notice to Tenant informing it of any improvements or other property located on the Premises that Landlord will require Tenant to remove, and if so, specifying which improvements or property are to be removed (the “ Removal Notice ”). Tenant shall, at its sole cost and expense, cause those improvements and property specified by the Removal Notice to be removed from the Premises, and cause any damage to the Premises resulting therefrom to be repaired and the Premises restored to a safe condition, prior to the expiration of the Lease term. Upon termination of this Lease, all such property and improvements remaining on the Premises shall become the property of Landlord, and Landlord may keep, change or dispose of such property and improvements in Landlord’s sole and

absolute discretion, without any liability to Tenant therefor. If Tenant has failed to remove any improvements or property as required by the Removal Notice or has failed to repair and restore the Premises as required by terms of this Section 8.04, then Tenant shall pay to Landlord the actual costs incurred by Landlord to do so.

ARTICLE 9. ENCUMBRANCE OF LEASEHOLD ESTATE

9.01 Tenant’s Right to Encumber. Tenant may, at any time and from time to time, encumber the leasehold interest, by deed of trust, mortgage, or other security instrument, without obtaining Landlord’s consent, but no such encumbrance constitutes a lien on Landlord’s fee title. The indebtedness secured by the encumbrance will at all times be and remain inferior and subordinate to all the conditions, covenants, and obligations of this Lease and to all of Landlord’s rights under this Lease. References in this Lease to “Lender” refer to any person or entity to whom Tenant has encumbered its leasehold interest.

9.02 Notices to Lender. At any time after execution and recordation in Skagit County, Washington, of any mortgage or deed of trust encumbering Tenant’s leasehold interest, Lender shall notify Landlord in writing that the mortgage or deed of trust has been given and executed by Tenant and furnish Landlord with the address to which copies of all notices to Tenant by Landlord are to be mailed. Landlord must mail to Lender, at the addresses given, copies of all written notices that Landlord gives or serves on Tenant under the terms of this Lease after receiving such notice from Lender.

9.03 Lender’s Consent Required for Modification. Landlord and Tenant will neither modify in any material respect nor terminate this Lease by mutual consent without Lender’s written consent.

9.04 Lender’s Right to Prevent Forfeiture. Lender may do any act required of Tenant to prevent forfeiture of Tenant’s leasehold interest; all such acts are as effective to prevent a forfeiture of Tenant’s rights under this Lease as if done by Tenant.

9.05 Lender’s Right to Foreclose. Lender may realize on the security afforded by the leasehold estate by exercising foreclosure proceedings or power of sale or other remedy afforded in law or equity or by the security documents and may transfer, convey, or assign Tenant’s title to the leasehold estate created by this Lease to any purchaser at any such foreclosure sale. Lender also may acquire and succeed to Tenant’s interest under this Lease by virtue of any such foreclosure sale. Lender will not be or become liable to Landlord as an assignee of this Lease or otherwise unless it assumes such liability in writing, and no assumption may be inferred from or result from foreclosure or other appropriate proceedings in the nature of foreclosure or as the result of any other action or remedy provided for by the mortgage or deed of trust or other instrument or from a conveyance from Tenant under which the buyer at foreclosure or grantee acquires Tenant’s rights and interest under this Lease. Any purchaser of the property at a foreclosure sale becomes obligated to Landlord as the Tenant under the Lease, and such party must be satisfactory to Landlord, in Landlord’s sole and absolute discretion, such that it will be in a position to provide the services required of Tenant hereunder, and that each and every covenant, condition or obligation imposed upon Tenant by this Lease and each and every right, remedy or benefit afforded Landlord by this Lease, shall not be impaired or diminished as of result of such assignment of the leasehold interest.

ARTICLE 10. REPAIRS, MAINTENANCE, AND RESTORATION

10.01 Tenant’s Duty to Maintain and Repair. 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, in compliance with the terms of that certain Storage Services Agreement – Anacortes II, dated as of the date hereof (as the same may be amended, modified and/or extended from time to time) by and between Landlord and Tenant (the “ Storage Services Agreement ”) and the provisions of Section 7.01 above.

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 mechanics’ lien or materialmens’ 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

12.01 Parties’ Interests. 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.

12.02 Total Taking—Termination. 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.

12.03 Partial Taking—Termination. 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.

12.04 Allocation of Condemnation Award.

(a) Lease Not Terminated . In the event of a condemnation of any portion of the Premises and if this Lease is not terminated, the award paid by the condemning authority (after payment of expenses incurred in connection with collecting the same) shall be allocated as follows:

(i) First, Tenant shall receive so much of the award as is necessary to restore the Improvements and for the value of the Improvements taken; and

(ii) Second, Landlord shall receive the balance of the award.

(b) Lease Terminated . In the event of a condemnation and this Lease is terminated as herein provided, the parties shall use reasonable efforts to cause the condemning authority to make separate awards to Landlord, on the one hand, and Tenant, on the other hand, as to their respective interests. If the condemning authority does not make such separate awards, then the award paid by the condemning authority (after payment of expenses incurred in connection with collecting the same) shall be divided between Landlord and Tenant so that each party shall receive that portion of the award which bears the same proportion of the total award as the value of such party’s interests in the Premises bears to the total value of all interests in the Premises. The value of Landlord’s interests shall include the value of the land; the value of Landlord’s interest in this Lease had the Premises not been condemned, including the right to receive payment of all sums required to be paid by Tenant to Landlord hereunder for the remainder of the Lease term; and the value of Landlord’s residual right to the improvements located on the Premises upon termination of this Lease. The value of Tenant’s interest shall include the value of the improvements located on the Premises reduced by the value of Landlord’s reversionary interest therein; and the value of Tenant’s leasehold estate hereunder had the Premises not been condemned, including the right to use and occupy the Premises for the remainder of the Lease term subject to the obligation of Tenant to pay the amounts due hereunder. Tenant shall be entitled to claim in any condemnation proceedings such award as may be allowed for relocation costs or other consequential damages, but only to the extent that the same shall not reduce, and shall be in addition to, the award for the Premises and the improvements located on the Premises.

ARTICLE 13. INSURANCE AND INDEMNIFICATION

13.01 Insurance on Buildings and Improvements. At all times during the Lease term, Tenant will keep all buildings and other improvements located or being constructed on the Premises insured against loss or damage by fire, with extended-coverage endorsement or its equivalent. This insurance is to be carried by insurance companies selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld or delayed. The insurance must be paid for by Tenant and will be in amounts not less than eighty percent (80%) of the full insurable value of the buildings and other improvements. Tenant may self-insure a greater percentage of this coverage if so agreed by Landlord and Tenant in writing.

13.02 Other Agreements . The insurance and indemnification obligations of Landlord and Tenant are set forth in the Storage Services Agreement and that certain Fourth Amended and Restated Omnibus Agreement (the “ Omnibus Agreement ”) among Andeavor, Landlord, Tesoro

Companies, Inc., Tesoro Alaska Company LLC, Andeavor Logistics LP and Tesoro Logistics GP, LLC. In the event of a conflict of provisions of the Storage Services Agreement and those of the Omnibus Agreement, the Omnibus 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 the Storage Services Agreement.

ARTICLE 14. ASSIGNMENT AND SUBLEASE

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 the 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.

ARTICLE 15. DEFAULT AND REMEDIES

15.01 Termination on Default. 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 by written notice to Tenant declare this Lease, and all rights and interests 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 the Storage Services Agreement is terminated by reason of a default by Tenant, Landlord shall have the right by written notice to Tenant to declare this Lease, and all rights and interests created by it, terminated.

15.02 Landlord’s Right to Purchase Improvements upon Default by Tenant. If this Lease is terminated by Landlord pursuant to Section 15.01, then without prejudice to any rights or remedies provided herein, Landlord shall have the right to purchase all improvements on the Premises owned by Tenant. Landlord may exercise such right by indicating Landlord’s election to purchase such improvements in Landlord’s written notice to Tenant terminating this Lease. In such event, Landlord shall promptly arrange to have the fair market value of the improvements located on the Premises determined by appraisal, shall have the appraisal completed within sixty (60) days of the date on which the notice of termination is given, and shall thereafter provide a copy of such appraisal to Tenant (the “ Appraisal Delivery Date ”). Within thirty (30) days after the Appraisal Delivery Date (the “ Response Date ”), Tenant shall notify Landlord (x) that it is in agreement with the fair market value set forth in Landlord’s appraisal, or (b) that it objects to the fair market value set forth in Landlord’s appraisal, in which event it shall provide its own determination of fair market value of the improvements, also as determined by appraisal, when it provides its objection by the Response Date. If Tenant is in agreement with the fair market value determined by Landlord’s appraisal or if Tenant fails to provide an objection by the Response Date, then the amount determined by Landlord’s appraisal shall be paid by Landlord to Tenant, in immediately available funds, within ten (10) days following the Response Date. If Tenant objects to the fair market value

of the improvements as determined by Landlord’s appraisal and provides notice of such objection to Landlord on or before the Response Date, then within ten (10) days after the Response Date, each of the appraisers initially retained by Landlord and Tenant to make the determination as to the fair market value of the improvements shall appoint a third appraiser to act as arbitrator (the “ Arbitrator ”). The Arbitrator shall, within fifteen (15) days after his or her appointment, select as the fair market value of the improvements either the fair market value set forth in Landlord’s appraisal or the fair market value set forth in Tenant’s appraisal and inform both Landlord and Tenant, in writing, of such selection. The Arbitrator shall have no authority to average the appraised values, or to designate an amount other than the fair market value specified in either Landlord’s appraisal or Tenant’s appraisal. Within ten (10) days following the date on which the parties receive written notice of the Arbitrator’s selection, the amount selected as the fair market value of the improvements shall be paid by Landlord to Tenant, in immediately available funds. Following the payment by Landlord to Tenant applicable to the fair market value of the improvements, neither Landlord nor Tenant shall have any further rights under or obligations arising from this Lease. The appraisers retained to make a determination regarding the fair market value of the improvements located on the Premises shall each be an MAI certified commercial real estate appraiser conducting business in the Skagit County industrial market and having not less than ten (10) years active experience as an MAI commercial real estate appraiser. The fair market value of the improvements on the Premises owned by Tenant shall be determined by any such appraiser based on information regarding, without limitation, the nature of the particular 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 this Lease.

15.03 Effect of Termination. Any termination of this Lease as provided in this Article 15 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.

ARTICLE 16. RESERVED

ARTICLE 17. DISCLAIMER; COVENANTS

17.01 Disclaimer of Warranties. 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 17.02 AND SUCH WARRANTIES AS MAY BE SET FORTH IN THE CONTRIBUTION AGREEMENT).

17.02 Warranty of Quiet Enjoyment. 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 18. GENERAL PROTECTIVE PROVISIONS

18.01 Right of Entry and Inspection. Tenant acknowledges that a substantial portion of the Premises are located outdoors and within the boundaries of the Refinery. Accordingly, Tenant will permit Landlord or its agents, representatives, or employees to enter the Premises consisting of outdoor areas at all times, without notice, in connection with Landlord’s operations at the Refinery, and to at all times have access to and the right to use any and all roads that are located on the Premises. Accordingly, Tenant shall keep any existing roads that cross the Premises unobstructed. With respect to any portion of the Premises consisting of buildings, Tenant will permit Landlord or its agents, representatives, or employees to enter such buildings at reasonable times and upon reasonable prior notice (except in the event of an emergency, when no prior notice will be required) 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.

18.02 No Partnership or Joint Venture. The relationship between Landlord and Tenant is at all times solely that of landlord and tenant and may not be deemed a partnership or a joint venture.

18.03 No Termination on Bankruptcy. 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.

18.04 No Waiver. 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.

18.05 Release of Landlord. 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

19.01 Title Policy and Survey. 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.

19.02 Memorandum of Lease. 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 part shall reasonably request. The requesting party shall pay all costs, taxes, fees and other expenses in connection with or prerequisite to recording.

19.03 Delivery of Notices. All sums owed hereunder, notices, demands, or requests from one party to another may be personally delivered or delivered by reliable overnight courier, 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 delivery or of mailing:


To Landlord :		Tesoro Refining & Marketing Company LLC 19100 Ridgewood Parkway San Antonio, Texas 78259 Attention: Senior Vice President, Logistics

With a copy to:		Tesoro Refining & Marketing Company LLC 19100 Ridgewood Parkway San Antonio, Texas 78259 Attention: General Counsel

To Tenant :		Tesoro Logistics Operations, LLC 19100 Ridgewood Parkway San Antonio, Texas 78259 Attention: Senior Vice President, Operations

A party may change its address for notice under this Section 19.03 by providing notice of such change in accordance with this Section 19.03.

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

19.05 Washington Law to Apply. This agreement is to be construed under the internal laws of the State of Washington.

19.06 Legal Construction. 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.

19.07 Other Agreements.

(a) This Lease, together with the Storage Services Agreement, the Contribution Agreement, the Secondment Agreement, the Omnibus Agreement, and the other written documents executed by Landlord and Tenant, constitute the parties’ sole agreement with respect to the subject matter of this Lease and such agreements supersede any prior understandings or written or oral agreements between the parties with respect to the subject matter of this Lease.

(b) In the event of any conflict between the provisions of this Lease and the provisions of the Contribution Agreement, the provisions of the Contribution Agreement shall control.

19.08 Amendment. 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.

19.09 Rights and Remedies Cumulative. 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.

19.10 Attorneys’ Fees and Costs. 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.

19.11 Time of Essence. Time is of the essence of this Lease.

19.12 Further Documents. 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.

19.13 Captions. 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.

19.14 Construction. Both parties to this Lease were involved in its drafting and negotiation, and as a result, this Lease shall be construed based on its fair meaning and interpretation and shall not be strictly construed against either party.

[SIGNATURE BLOCKS ON THE FOLLOWING PAGE.]

IN WITNESS WHEREOF, THIS LEASE has been executed by Landlord and Tenant on the date and year first above written.


LANDLORD:		TENANT:

TESORO REFINING & MARKETING COMPANY LLC		TESORO LOGISTICS OPERATIONS LLC

By:	/S/ GREGORY J. GOFF	By:	/S/ STEVEN M. STERIN
	Gregory J. Goff		Steven M. Sterin
	President		President and Chief Financial Officer

Signature Page to Anacortes Products Storage Facility Ground Lease


STATE OF _______________		)
		) ss.
COUNTY OF _____________		)

I certify that I know or have satisfactory evidence that ____________________ is the person who appeared before me, who signed this instrument as the _________________ of TESORO REFINING & MARKETING COMPANY LLC, a Delaware limited liability company, and acknowledged it to be the free and voluntary act of such limited liability company for the uses and purposes mentioned in the instrument, and on oath stated ______ was authorized to execute said instrument.

Dated: _______________, 2017

Print Name:

NOTARY PUBLIC in and for the State of

____________, residing at ____________

My appointment expires ______________


STATE OF _______________		)
		) ss.
COUNTY OF _____________		)

I certify that I know or have satisfactory evidence that ____________________ is the person who appeared before me, who signed this instrument as the _________________ of TESORO LOGISTICS OPERATIONS LLC, a Delaware limited liability company, and acknowledged it to be the free and voluntary act of such limited liability company for the uses and purposes mentioned in the instrument, and on oath stated ______ was authorized to execute said instrument.

Dated: _______________, 2017

Print Name:

NOTARY PUBLIC in and for the State of

____________, residing at ____________

My appointment expires ______________

EXHIBIT A

Legal Description of Refinery

PARCEL “A-1”

GOVERNMENT LOT 1; THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER; THE EAST HALF OF THE NORTHWEST QUARTER; AND THE SOUTHWEST QUARTER OF SECTION 28, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M., EXCEPT COUNTY ROAD RIGHT-OF-WAY KNOWN AS THE MARCH’S POINT ROAD.

TOGETHER WITH THOSE PORTIONS OF THE FOLLOWING DESCRIBED FIRST CLASS TIDELANDS OF THE ANACORTES HARBOR LYING IN FRONT OF AND ABUTTING SAID GOVERNMENT LOT 1:

TRACT 1 OF PLATE 14, LYING IN SECTION 29, TOWNSHIP 35 NORTH, RANGE 2 EAST, W.M.

TRACTS 1 AND 2 OF PLATE 15, LYING IN SECTION 20, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M.

TRACT 1 OF PLATE 15, LYING IN SECTION 28, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M.

TRACT 1 OF PLATE 15, LYING IN SECTION 21, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M.

ALSO TOGETHER WITH SECOND CLASS TIDELANDS, IF ANY, IN FRONT OF AND ABUTTING SAID GOVERNMENT LOT 1.

PARCEL “A-2”

GOVERNMENT LOTS 2 AND 3 OF SECTION 28, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M., EXCEPT COUNTY ROAD RIGHT-OF-WAY KNOWN AS THE MARCH’S POINT ROAD; ALSO EXCEPT THAT PORTION OF GOVERNMENT LOT 3 CONVEYED TO DAVID J. BOST BY DEED RECORDED AS AUDITOR’S FILE NO. 8607110070.

TOGETHER WITH THE FOLLOWING DESCRIBED FIRST CLASS TIDELANDS OF THE ANACORTES HARBOR LYING IN FRONT OF AND ABUTTING SAID GOVERNMENT LOT 2:

TRACT 2 OF PLATE 15, LYING IN SECTION 28, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M.

A-1

EXCEPT THAT PORTION LYING SOUTHERLY OF THOSE TIDELANDS CONVEYED TO THE SHELL OIL COMPANY BY AUDITOR’S FILE NO. 636027.

ALSO TOGETHER WITH SECOND CLASS TIDELANDS, IF ANY, IN FRONT OF AND ABUTTING SAID GOVERNMENT LOT 2; EXCEPT THAT PORTION LYING SOUTHERLY OF THOSE TIDELANDS CONVEYED TO THE SHELL OIL COMPANY BY AUDITOR’S FILE NO. 636027.

PARCEL “A-3”

GOVERNMENT LOTS 4 AND 5 AND THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 28, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M., EXCEPT THE COUNTY ROAD RIGHT-OF-WAY KNOWN AS THE MARCH’S POINT ROAD.

ALSO EXCEPT THOSE PORTIONS OF GOVERNMENT LOT 4 CONVEYED TO THE FOLLOWING DESCRIBED PARTIES:

A)	DAVID J. BOST BY DEEDS RECORDED AS AUDITOR’S FILE NOS. 8607110070 AND 9304140064;

B)	JOHN R. WATCHER, ET UX, BY DEED RECORDED AS AUDITOR’S FILE NO. 745889;

C)	HAROLD M. YEOMAN, ET UX, BY DEED RECORDED AS AUDITOR’S FILE NO. 616035;

D)	THOMAS A. MCCORMICK, ET UX, BY DEED RECORDED AS AUDITOR’S FILE NO. 563786;

ALSO EXCEPT THAT PORTION OF GOVERNMENT LOT 5 CONVEYED TO ROBERT W. EVANS AND JOANNE B. EVANS, HUSBAND AND WIFE, BY DEED RECORDED AS AUDITOR’S FILE NO. 8211090017;

ALSO EXCEPT THAT PORTION OF GOVERNMENT LOT 5 CONVEYED TO WILLIAM R. KIESSER, ET UX, BY DEED RECORDED AS AUDITOR’S FILE NO. 547521.

PARCEL “B-1”

THAT PORTION OF GOVERNMENT LOT 8 OF SECTION 32, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M., LYING EASTERLY OF THAT CERTAIN TRACT OF LAND CONVEYED TO THE TEXAS COMPANY BY DEED RECORDED AS AUDITOR’S FILE NO. 556825.

A-2

PARCEL “B-2”

THE NORTH HALF OF GOVERNMENT LOT 7 OF SECTION 32, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M., LYING EASTERLY OF THE COUNTY ROAD RIGHT-OF-WAY KNOWN AS THE MARCH’S POINT ROAD; EXCEPT THAT PORTION THEREOF CONVEYED TO THE TEXAS COMPANY BY DEED RECORDED AS AUDITOR’S FILE NO. 556825; ALSO EXCEPT ANY PORTION THEREOF LYING SOUTH OF THE SOUTH LINE OF THE VACATED PLAT OF “BURDON’S FIRST ADDITION TO ANACORTES WASHINGTON,” AS PER PLAT RECORDED IN VOLUME 3 OF PLATS, PAGE 22.

TOGETHER WITH THOSE RIGHTS TO A 50-FOOT WIDE STRIP OF LAND IN GOVERNMENT LOTS 6 AND 7 OF SECTION 32 AND IN THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 33, ALL IN TOWNSHIP 35 NORTH, RANGE 2 EAST W.M., AS CONVEYED TO SHELL OIL COMPANY BY THE GREAT NORTHERN RAILWAY COMPANY BY DEED RECORDED AS AUDITOR’S FILE NO. 568629.

PARCEL “C-1”

THOSE PORTIONS OF GOVERNMENT LOTS 2, 3, AND 4 OF SECTION 29, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M., LYING EASTERLY OF THE COUNTY ROAD RIGHT-OF-WAY KNOWN AS THE MARCH’S POINT ROAD, EXCEPT THE TWO FOLLOWING DESCRIBED PORTIONS THEREOF:

1)	THAT PORTION OF GOVERNMENT LOTS 3 AND 4 CONVEYED TO THE TEXAS COMPANY BY AUDITOR’S FILE NO. 556825;

2)	THAT PORTION OF GOVERNMENT LOT 2 LYING WESTERLY AND NORTHERLY OF THE FOLLOWING DESCRIBED LINE:

BEGINNING AT A POINT SOUTH 17º 21’ EAST 300 FEET FROM THE SOUTHWEST CORNER OF THE PLAT OF “MARCH’S POINT TRACTS,” ACCORDING TO THE RECORDED PLAT THEREOF IN THE OFFICE OF THE AUDITOR OF SKAGIT COUNTY, WASHINGTON, IN VOLUME 5 OF PLATS, PAGE 25, SAID POINT BEING IN GOVERNMENT LOT 1 OF SAID SECTION 29; THENCE SOUTH 11º 23’ 45” WEST 365.67 FEET TO A POINT ON THE NORTHERLY LINE OF THAT CERTAIN TRACT CONVEYED TO R.C. CANNON AND VERA V. CANNON, HUSBAND AND WIFE, BY DEED DATED JULY 23, 1951, AND RECORDED AUGUST 1, 1951, UNDER AUDITOR’S FILE NO. 463956, RECORDS OF SAID COUNTY; THENCE NORTH 77º 23’ WEST ALONG THE NORTH LINE OF SAID CANNON TRACT TO THE EASTERLY RIGHT-OF-WAY LINE OF THE COUNTY ROAD RIGHT-OF-WAY KNOWN AS THE MARCH’S POINT ROAD, THE TERMINUS OF THIS LINE DESCRIPTION.

A-3

PARCEL “C-2”

THAT PORTION OF GOVERNMENT LOT 1 OF SECTION 29, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M., LYING EASTERLY OF THE FOLLOWING DESCRIBED LINE:

BEGIN AT THE SOUTHEAST CORNER OF GOVERNMENT LOT 2 OF SAID SECTION 29; THENCE NORTH 1º 55’ 40” EAST ALONG THE EAST LINE OF SAID SUBDIVISION, A DISTANCE OF 527.54 FEET; THENCE NORTH 17º 20’ WEST TO A POINT ON THE MEANDER LINE ALONG THE NORTHWESTERLY LINE OF SAID SUBDIVISION, THE TERMINUS OF THIS LINE DESCRIPTION;

EXCEPT THAT PORTION THEREOF LYING WITHIN THE COUNTY ROAD RIGHT-OF-WAY KNOWN AS THE MARCH’S POINT ROAD.

ALSO TOGETHER WITH THAT PORTION OF SAID GOVERNMENT LOT 1 LYING WESTERLY OF THE ABOVE DESCRIBED LINE AND WITHIN THOSE PREMISES CONVEYED TO SHELL OIL COMPANY BY DEED RECORDED IN VOLUME 260 OF DEEDS, PAGE 271 UNDER AUDITOR’S FILE NUMBER 496851.

TOGETHER WITH THOSE PORTIONS OF THE FOLLOWING DESCRIBED FIRST CLASS TIDELANDS OF THE ANACORTES HARBOR LYING IN FRONT OF AND ABUTTING SAID PREMISES:

TRACT 1 OF PLATE 14, LYING IN SECTION 29, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M.

TRACTS 1 AND 2 OF PLATE 15, LYING IN SECTION 20, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M.,

ALSO TOGETHER WITH SECOND CLASS TIDELANDS, IF ANY, IN FRONT OF AND ABUTTING SAID PREMISES.

PARCEL “C-3”

THAT PORTION OF GOVERNMENT LOT 1 OF SECTION 29, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M., DESCRIBED AS FOLLOWS:

BEGIN AT A POINT ON THE EAST LINE OF GOVERNMENT LOT 2 WHICH IS 522.5 FEET NORTH OF THE SOUTHEAST CORNER OF SAID GOVERNMENT LOT 2; THENCE NORTH 17º 21’ WEST 1697.8 FEET, MORE OR LESS, TO THE MEANDER LINE ALONG THE NORTHWESTERLY LINE OF SAID GOVERNMENT LOT 1, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 17º 21’ EAST TO A POINT WHICH IS 200 FEET SOUTHEASTERLY OF THE SOUTHEASTERLY LINE OF THE COUNTY ROAD RIGHT-OF-WAY KNOWN AS THE MARCH’S POINT ROAD; THENCE SOUTHWESTERLY PARALLEL WITH THE SOUTHEASTERLY LINE OF THE MARCH’S POINT ROAD, A DISTANCE OF 100 FEET; THENCE NORTH 17º 21’ WEST TO THE MEANDER LINE; THENCE NORTHEASTERLY ALONG THE MEANDER LINE TO THE TRUE POINT OF BEGINNING; EXCEPT THE FOLLOWING DESCRIBED PORTION THEREOF:

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COMMENCING AT A POINT WHICH BEARS SOUTH 17º 21’ EAST A DISTANCE OF 300 FEET FROM THE SOUTHWEST CORNER OF THE PLAT OF “MARCH’S POINT TRACTS” (PLATTED SOUTH 17º 20’ EAST), ACCORDING TO THE RECORDED PLAT THEREOF IN VOLUME 5 OF PLATS, PAGE 25, RECORDS OF SKAGIT COUNTY, WASHINGTON, ALSO BEING THE MOST NORTHERLY CORNER OF THAT CERTAIN TRACT OF LAND CONVEYED TO SHELL OIL COMPANY BY WARRANTY DEED RECORDED IN VOLUME 260 OF DEEDS, PAGE 271, UNDER AUDITOR’S FILE NO. 496851, RECORDS OF SAID COUNTY; THENCE NORTH 17º 21’ WEST A DISTANCE OF 667.48 FEET TO THE INTERSECTION WITH THE SOUTH MARGIN OF THE COUNTY ROAD AND SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 17º 21’ EAST A DISTANCE OF 200 FEET; THENCE SOUTH 36º 55’ WEST, PARALLEL WITH THE SOUTH ROAD MARGIN OF SAID COUNTY ROAD A DISTANCE OF 100 FEET; THENCE NORTH 17º 21’ WEST A DISTANCE OF 200 FEET TO THE INTERSECTION WITH THE SOUTH MARGIN OF THE COUNTY ROAD; THENCE NORTH 36º 55’ EAST, ALONG THE SAID MARGIN, A DISTANCE OF 100 FEET TO THE TRUE POINT OF BEGINNING.

ALSO EXCEPT THAT PORTION THEREOF LYING WITHIN THE COUNTY ROAD RIGHT-OF-WAY KNOWN AS THE MARCH’S POINT ROAD.

TOGETHER WITH THOSE PORTIONS OF THE FOLLOWING DESCRIBED FIRST CLASS TIDELANDS OF THE ANACORTES HARBOR LYING BETWEEN THE EASTERLY AND WESTERLY LINES OF SAID PREMISES EXTENDED NORTHERLY:

TRACT 1 OF PLAT 14, LYING IN SECTION 29, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M.

TRACTS 1 AND 2 OF PLATE 15, LYING IN SECTION 20, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M.

ALSO TOGETHER WITH SECOND CLASS TIDELANDS, IF ANY, BETWEEN THE EASTERLY AND WESTERLY LINES OF SAID PREMISES EXTENDED NORTHERLY, EXCEPT ANY PORTION THEREOF LYING BELOW THE LINE OF MEAN LOW TIDE.

PARCEL “C-4”

THAT PORTION OF GOVERNMENT LOTS 1 AND 2 OF SECTION 29, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M., DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT SOUTH 17° 21’ EAST A DISTANCE OF 300 FEET FROM THE SOUTHWEST CORNER OF THE PLAT OF “MARCH’S POINT TRACTS” (PLATTED SOUTH 17° 20’ EAST), ACCORDING TO THE RECORDED PLAT THEREOF IN VOLUME 5 OF

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PLATS, PAGE 25, RECORDS OF SKAGIT COUNTY, WASHINGTON, ALSO BEING THE MOST NORTHERLY CORNER OF THAT CERTAIN TRACT OF LAND CONVEYED TO THE SHELL OIL COMPANY, BY WARRANTY DEED, RECORDED IN VOLUME 260 OF DEEDS, PAGE 271, UNDER AUDITOR’S FILE NO. 496851, RECORDS OF SAID COUNTY; THENCE SOUTH 11° 25’ 30” WEST (DEED SOUTH 11° 23’ 45” WEST) ALONG THE WESTERLY LINE OF SAID SHELL TRACT A DISTANCE OF 122.25 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 57° 30’ 45” WEST TO THE INTERSECTION WITH THE EASTERLY MARGIN OF THE COUNTY ROAD; THENCE SOUTHERLY ALONG THE SAID ROAD MARGIN A DISTANCE OF 440.27 FEET TO THE NORTHWEST CORNER OF THAT CERTAIN TRACT CONVEYED TO SHELL OIL COMPANY BY STATUTORY WARRANTY DEED RECORDED UNDER AUDITOR’S FILE NO. 605021, RECORDS OF SAID COUNTY; THENCE SOUTH 77° 23’ 00” EAST ALONG THE NORTH LINE OF SAID TRACT A DISTANCE OF 353.69 FEET TO THE MOST NORTHERLY CORNER OF THAT CERTAIN TRACT CONVEYED TO SHELL OIL COMPANY BY STATUTORY WARRANTY DEED RECORDED UNDER AUDITOR’S FILE NO. 496862, RECORDS OF SAID COUNTY; THENCE SOUTH 77° 20’ 12” EAST ALONG THE NORTH LINE OF SAID TRACT A DISTANCE OF 256.11 FEET TO THE INTERSECTION WITH THE WEST LINE OF THAT CERTAIN TRACT CONVEYED UNDER AUDITOR’S FILE NO. 496851; THENCE NORTH 11° 25’ 30” EAST ALONG SAID WEST LINE A DISTANCE OF 242.69 FEET TO THE TRUE POINT OF BEGINNING.

TOGETHER WITH FIRST CLASS TIDELANDS LYING WITHIN TRACT NO. 1, PLATE NO. 15, ANACORTES HARBOR, IN SECTION 20, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M., LYING NORTHERLY OF THE FOLLOWING LINE:

COMMENCING AT THE SOUTHEAST CORNER OF GOVERNMENT LOT 2, SAID SECTION 29; THENCE NORTH ALONG THE EAST LINE OF SAID LOT 2 A DISTANCE OF 522.5 FEET; THENCE NORTH 17° 21’ WEST 1697.8 FEET, MORE OR LESS TO THE NORTH MEANDER LINE OF GOVERNMENT LOT 1; THENCE SOUTHWESTERLY ALONG THE MEANDER LINE IN FRONT OF GOVERNMENT LOT 1 A DISTANCE OF 509.0 FEET; THENCE CONTINUING ALONG SAID MEANER LINE SOUTH 35° 48’ 30” WEST 70 FEET TO THE TRUE POINT OF BEGINNING OF THIS LINE DESCRIPTION; THENCE AT RIGHT ANGLES NORTH 54° 11’ 30” WEST TO THE WESTERLY LINE OF SAID TRACT NO. 1, PLATE NO. 14; AND WESTERLY OF THAT CERTAIN PARCEL CONVEYED TO SHELL OIL COMPANY, A DELAWARE CORPORATION BY WARRANTY DEED DATED NOVEMBER 8, 1963, RECORDED NOVEMBER 12, 1963, UNDER AUDITOR’S FILE NO. 643083.

PARCEL “D”

GOVERNMENT LOTS 1, 2, AND 3 OF SECTION 21, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M., EXCEPT THE COUNTY ROAD RIGHT-OF-WAY KNOWN AS THE MARCH’S POINT ROAD.

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TOGETHER WITH THE FOLLOWING DESCRIBED FIRST CLASS TIDELANDS OF THE ANACORTES HARBOR, LYING IN FRONT OF AND ABUTTING SAID PREMISES:

TRACTS 1, 2, AND 3 OF PLATE 15, LYING IN SECTION 21, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M.

ALSO TOGETHER WITH SECOND CLASS TIDELANDS, IF ANY, IN FRONT OF AND ABUTTING SAID PREMISES.

PARCEL “E-1”

THE NORTH HALF OF THE NORTHWEST QUARTER AND THE NORTH HALF OF THE SOUTH HALF OF THE NORTHWEST QUARTER OF SECTION 33, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M., EXCEPT THAT PORTION THEREOF, IF ANY, LYING WITHIN THE COUNTY ROAD RIGHT-OF-WAY KNOWN AS THE NORTH TEXAS COUNTY ROAD.

PARCEL “E-2”

THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER AND THE NORTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 33, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M., EXCEPT THAT PORTION OF SAID NORTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER LYING SOUTHERLY OF THE NORTH LINE OF THE COUNTY ROAD KNOWN AS THE NORTH TEXAS COUNTY ROAD AND ALSO EXCEPT THAT PORTION OF SAID NORTH HALF LYING EASTERLY OF THE FOLLOWING DESCRIBED LINE:

BEGINNING AT A POINT ON THE NORTHERLY LINE OF THE NORTH TEXAS ROAD (ALSO KNOWN AS THE COUNTY ROAD NO. 591), WHICH POINT IS DISTANT 15.68 FEET NORTH AND 194.49 FEET EAST OF THE SOUTHWEST CORNER OF SAID SUBDIVISION (THE WESTERLY LINE OF SAID SUBDIVISION BEARS NORTH 1° 12’ 30” EAST); THENCE NORTH 1° 34’ EAST A DISTANCE OF 639.7 FEET TO A POINT ON THE NORTH LINE OF SAID SUBDIVISION, THE TERMINUS OF THIS LINE DESCRIPTION.

PARCEL “E-3”

THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 33, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M., EXCEPT THAT PORTION THEREOF LYING EASTERLY AND SOUTHERLY OF THE FOLLOWING DESCRIBED LINE:

BEGIN AT THE SOUTHEAST CORNER OF THAT CERTAIN TRACT OF LAND CONVEYED TO THE SHELL OIL COMPANY BY DEED RECORDED JUNE 20, 1994, AS AUDITOR’S FILE NO. 9406200099, SAID POINT BEING ON THE SOUTH LINE OF THE SUBDIVISION; THENCE NORTH 00° 42’ 12” EAST, A DISTANCE OF 150.18 FEET TO THE NORTHEAST CORNER OF SAID SHELL TRACT; THENCE SOUTH 89° 18’ 40” EAST ALONG THE NORTH LINE OF THOSE TRACTS CONVEYED TO DENZIL E. STAM, ET AL, BY DEEDS

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RECORDED AS AUDITOR’S FILE NOS.724698 AND 9406200100, TO THE MEANDER LINE ALONG THE EAST LINE OF GOVERNMENT LOT 1 OF SECTION 34, TOWNSHIP 34 NORTH, RANGE 2 EAST W.M., THE TERMINUS OF THIS LINE DESCRIPTION; ALSO EXCEPT THE COUNTY ROAD RIGHT-OF-WAY KNOWN AS THE MARCH’S POINT ROAD; ALSO EXCEPT THAT CERTAIN NORTHEASTERLY PORTION THEREOF AS CONVEYED TO WILLIAM R. KIESSER, ET UX, BY DEED RECORDED AS AUDITOR’S FILE NO. 547521.

PARCEL “E-4”

THE NORTH HALF OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 33, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M., EXCEPT THAT PORTION THEREOF LYING SOUTHERLY OF THE NORTH LINE OF THE COUNTY ROAD KNOWN AS THE NORTH TEXAS COUNTY ROAD; ALSO EXCEPT THAT WESTERLY PORTION THEREOF LYING WITHIN THE COUNTY ROAD KNOWN AS THE BETTERTON EXTENSION ROAD.

PARCEL “F-1”

GOVERNMENT LOT 1 OF SECTION 34, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M., EXCEPT THOSE SOUTHERLY PORTIONS THEREOF LYING WITHIN THOSE CERTAIN TRACTS CONVEYED TO DENZIL E. STAM, ET AL, BY AUDITOR’S FILE NOS. 724698 AND 9406200100; ALSO EXCEPT THE COUNTY ROAD RIGHT-OF-WAY KNOWN AS THE MARCH’S POINT ROAD; ALSO EXCEPT THAT PORTION THEREOF CONVEYED TO WILLIAM R. KIESSER, ET UX, BY DEED RECORDED AS AUDITOR’S FILE NO. 547521.

PARCEL “F-2”

THE NORTH 5 ACRES OF GOVERNMENT LOT 2 OF SECTION 34, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M., EXCEPT THE AS BUILT AND EXISTING MARCH’S POINT COUNTY ROAD RUNNING THROUGH SAID 5 ACRES, AND ALSO EXCEPT THAT PORTION OF THE NORTH 16 FEET THEREOF LYING WEST OF THE MARCH’S POINT ROAD BEING RESERVED FOR ROAD PURPOSES BY DEED RECORDED OCTOBER 21, 1903, UNDER AUDITOR’S FILE NO. 43838, IN VOLUME 52 OF DEEDS, PAGE 599, RECORDS OF SKAGIT COUNTY, WASHINGTON.

PARCEL “G”

GOVERNMENT LOT 1 OF SECTION 27, TOWNSHIP 35 NORTH, RANGE 2 EAST W.M., EXCEPT THE COUNTY ROAD RIGHT-OF-WAY KNOWN AS THE MARCH’S POINT ROAD; ALSO EXCEPT THAT PORTION THEREOF CONVEYED TO WILLIAM R. KIESSER, ET UX, BY DEED RECORDED AS AUDITOR’S FILE NO. 547521.

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EXHIBIT B

Legal Description

Anacortes Products Storage Area

A portion of Sections 28 & 33, T. 35 N., R. 2 E., Willamette Meridian, Skagit County, Washington, being more particularly described by metes and bounds as follows:

Commencing at the Section Corner common to Sections 28/29/32/33 Township 35 North, Range 2 East, Willamette Meridian, from which the South Quarter corner of said Section 28 bears S 86° 40’ 54” E; thence N 77° 55’ 25” E 999.42 feet to the P oint O f B eginning;

thence N 02° 57’ 39” E 1,281.55 feet;

thence N 86° 40’ 45” W 298.99 feet;

thence N 01° 31’ 49” E 455.38 feet;

thence S 85° 39’ 12” E 137.59 feet;

thence N 03° 30’ 02” E 144.29 feet;

thence S 87° 03’ 13” E 167.03 feet;

thence N 02° 57’ 39” E 1,152.58 feet;

thence S 87° 03’ 58” E 646.18 feet;

thence S 02° 54’ 27” W 75.37 feet;

thence S 86° 54’ 24” E 148.09 feet;

thence S 02° 50’ 13” W 147.50 feet;

thence S 86° 24’ 54” E 226.85 feet;

thence S 04° 26’ 10” W 229.71 feet;

thence S 87° 04’ 05” E 321.01 feet;

thence S 03° 00’ 34” W 731.27 feet;

thence S 86° 39’ 04” E 62.38 feet;

thence S 02° 53’ 56” W 1,265.35 feet;

thence S 86° 39’ 36” E 450.34 feet;

thence S 02° 53’ 00” W 618.23 feet;

thence N 86° 54’ 47” W 365.32 feet;

thence S 02° 52’ 47” W 1,293.40 feet;

thence N 86° 50’ 28” W 368.31 feet;

thence S 03° 27’ 26” W 883.11 feet;

thence N 87° 07’ 32” W 430.30 feet;

thence N 02° 57’ 39” E 2,215.71 feet;

thence N 87° 01’ 24” W 676.73 feet to the P oint O f B eginning.

Containing 134.283 acres, more or less.

EXHIBIT C-1

Legal Description

KMI Easement

A portion of Section 33, T. 35 N., R. 2 E., Willamette Meridian, Skagit County, Washington, being more particularly described by metes and bounds as follows:

Commencing at the Section Corner common to Sections 28/29/32/33 Township 35 North, Range 2 East, Willamette Meridian, from which the North Quarter corner of said Section 33 bears S 86° 40’ 54” E; thence S 44° 01’ 24” E 2,834.41 feet to the P oint O f B eginning;

thence S 87° 14’ 39” E 611.80 feet;

thence S 02° 33’ 56” W 10.00 feet;

thence N 87° 14’ 39” W 611.95 feet;

thence N 03° 27’ 26” E 10.00 feet to the P oint O f B eginning.

Containing 0.141 acres, more or less.

EXHIBIT C-2

Legal Description

8 ^th Street Pipes Easement

A portion of Section 28 and Government Lot 3, Section 29, T. 35 N., R. 2 E., Willamette Meridian, Skagit County, Washington, being more particularly described by metes and bounds as follows:

Commencing at the Section Corner common to Sections 28/29/32/33 Township 35 North, Range 2 East, Willamette Meridian, from which the South Quarter corner of said Section 28 bears S 86° 40’ 54” E; thence N 04° 47’ 36” W 2,138.78 feet to the P oint O f B eginning;

thence N 05° 33’ 35” E 32.41 feet;

thence S 87° 03’ 50” E 1,080.98 feet;

thence S 03° 30’ 02” W 32.38 feet;

thence N 87° 03’ 50” W 1,082.14 feet to the P oint O f B eginning.

Containing 0.804 acres, more or less.

EXHIBIT C-3

Legal Description

“F” Street Pipes Easement

A portion of Sections 21 and 28, T. 35 N., R. 2 E., Willamette Meridian, Skagit County, Washington, being more particularly described by metes and bounds as follows:

Commencing at the Section Corner common to Sections 28/29/32/33 Township 35 North, Range 2 East, Willamette Meridian, from which the South Quarter corner of said Section 28 bears S 86° 40’ 54” E; thence N 30° 07’ 16” E 3,614.98 feet to the P oint O f B eginning;

thence N 02° 55’ 32” E 2,455.44 feet;

thence N 86° 08’ 05” W 8.80 feet;

thence N 02° 54’ 51” E 464.98 feet;

thence N 13° 00’ 02” W 16.55 feet;

thence N 24° 16’ 15” W 905.32 feet;

thence N 79° 51’ 31” E 30.85 feet;

thence S 24° 16’ 15” E 883.55 feet;

thence S 87° 05’ 09” E 50.86 feet;

thence S 02° 54’ 51” W 99.91 feet;

thence N 87° 05’ 09” W 29.33 feet;

thence S 02° 55’ 32” W 875.74 feet;

thence S 41° 31’ 21” E 62.26 feet;

thence S 02° 55’ 32” W 1,942.92 feet;

thence N 86° 54’ 24” W 71.82 feet to the P oint O f B eginning.

Containing 4.668 acres, more or less.

Exhibit 10.8

FIRST AMENDMENT TO GROUND LEASE

(Anacortes Crude Storage Facility)

THIS FIRST AMENDMENT TO GROUND LEASE (the “ First Amendment ”) is made and entered into as of November 8, 2017, by and between TESORO REFINING & MARKETING COMPANY LLC, a Delaware limited liability company (“ Landlord ”), and TESORO LOGISTICS OPERATIONS LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

A. Landlord and Tenant entered into that certain Ground Lease, dated July 1, 2014 (the “ Lease ”), with respect to a portion of that certain petrochemical refinery located in Skagit County, Washington (the “ Existing Premises ”), as more particularly described in the Lease, that is currently used as the Marine Crude Storage Facility (as defined in the Lease).

B. Attached as Exhibit C to the Lease is a form of Right of First Refusal, Option Agreement, and Agreement of Purchase and Sale (the “ Option ”).

C. Attached as Exhibit B to the Option is a form of Memorandum of Right of First Refusal and Option Agreement (the “Memorandum”).

D. Landlord and Tenant desire to provide for the expansion of the Existing Premises and to amend the Lease accordingly.

E. Capitalized terms used but not defined in this First Amendment shall have the meanings attributed to them in the Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby amend the Lease as follows:

AMENDMENT

1.	Expansion of Premises. Commencing on the date hereof, the “ Premises ” shall include the following:

(a) the Existing Premises; and

(b) the future marine vapor combution unit area (the “ MVCU Area ”).

The Premises (including the Existing Premises and the MVCU Area) are legally described on Exhibit B attached to this First Amendment, which shall supersede and replace (i) Exhibit B to the Lease, (ii) Exhibit A to the Option, and (iii) Exhibit A to the Memorandum.

2.	Pipeline Easement. The following are added as Sections 1.03 and 1.04 to the Lease:

“ 1.03 Pipeline Easement No.1. Tenant is hereby granted a non-exclusive easement (the “ Pipeline Easement No. 1 ”) over and across the Refinery during the term of this Lease for the installation, maintenance, repair and replacement of pipelines owned by Tenant connecting the Premises to the “Anacortes Marine Terminal” (as defined in the Anacortes Marine Terminal Operating Agreement entered into between Landlord and Tenant concurrently herewith) operated by Tenant. The Pipeline Easement shall initially cover the existing locations and pipeline slots occupied by pipelines owned by Tenant, but Landlord shall not unreasonably withhold its consent to any request by Tenant to modify or expand such Pipeline Easement to cover additional or different pipelines owned by Tenant and used by Tenant to provide services to Landlord. The existing location of the Pipeline Easement No. 1 is described on Exhibit C to this First Amendment.”

“ 1.04 Pipeline Easement No.2. Tenant is hereby granted a non-exclusive easement (the “ Pipeline Easement No. 2 ”) over and across the Refinery during the term of this Lease as reasonably needed for the installation, maintenance, repair and replacement of future pipelines connecting the MVCU Area to the Anacortes Marine Terminal as reasonably needed for the operation by Tenant of vapor recovery equipment located on the MVCU Area and/or the Anacortes Marine Terminal. Landlord shall have the right to designate a reasonable location for Pipeline Easement No. 2 and to otherwise establish reasonable restrictions upon Tenant’s use of such easement.

3.	Effect of Amendment. Except as expressly set forth in this First Amendment, the terms of the Lease remain in full force and effect and are hereby ratified and confirmed.

[Signature Page Follows]

- 2 -

IN WITNESS WHEREOF, Landlord and Tenant have caused this First Amendment to be duly executed as of the day and year first above written.


LANDLORD:		TENANT:

TESORO REFINING & MARKETING COMPANY LLC		TESORO LOGISTICS OPERATIONS LLC

By:	/S/ GREGORY J. GOFF	By:	/S/ STEVEN M. STERIN
	Gregory J. Goff President		Steven M. Sterin President and Chief Financial Officer

Signature Page to Anacortes First Amendment to Ground Lease


STATE OF _______________		)
		) ss.
COUNTY OF _____________		)

Dated: _______________, 2017

Print Name:

NOTARY PUBLIC in and for the State of

____________, residing at ____________

My appointment expires ______________


STATE OF _______________		)
		) ss.
COUNTY OF _____________		)

I certify that I know or have satisfactory evidence that ____________________ is the person who appeared before me, who signed this instrument as the _________________ of TESORO LOGISTICS OPERATIONS LLC, a Delaware limited liability company, and acknowledged it to be the free and voluntary act of such limited liability company for the uses and purposes mentioned in the instrument, and on oath stated ______ was authorized to execute said instrument.

Dated: _______________, 2017

Print Name:

NOTARY PUBLIC in and for the State of

____________, residing at ____________

My appointment expires ______________

EXHIBIT B

FIRST AMENDMENT TO GROUND LEASE

(Anacortes Crude Storage Facility)

Legal Description of the Premises

ANACORTES CRUDE STORAGE AREA

(the “Existing Premises”)

A PORTION OF LAND BEING LOCATED WITHIN GOVERNMENT LOTS 1 AND 2, SECTION 21, GOVERNMENT LOT 2 AND THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 28, TOWNSHIP 35 NORTH, RANGE 2 EAST, OF THE WILLAMETTE MERIDIAN, SKAGIT COUNTY, WASHINGTON, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT BEARING NORTH 29° 37’ 21” EAST 5215.34 FEET FROM THE SECTION CORNER COMMON TO SECTIONS 28/29/32/33, TOWNSHIP 35 NORTH, RANGE 2 EAST, W.M., SAID SECTION CORNER BEING MARKED BY A 3 ¹ ⁄ ₄ INCH DIAMETER ALUMINUM CAP MARKED DEPT. OF NATURAL RESOURCES, WASHINGTON T35N R2E S28, S29, S32, S33 PLS 31444, 2000;

THENCE NORTH 02°46’07” EAST 614.35 FEET TO A POINT;

THENCE NORTH 06°03’23” WEST 56.08 FEET TO A POINT;

THENCE NORTH 02°30’04” EAST 401.03 FEET TO A POINT;

THENCE NORTH 08°19’57” WEST 107.72 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY OF MARCH’S POINT ROAD;

THENCE ALONG SAID SOUTHERLY RIGHT OF WAY, NORTH 78°06’59” EAST 157.95 FEET TO A POINT;

THENCE NORTH 79°10’59” EAST 219.07 FEET TO A POINT OF CURVATURE;

THENCE ALONG THE ARC OF A 708.56 FOOT RADIUS CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 10°55’00”, (THE CHORD BEING NORTH 84°38’29” EAST 134.80 FEET) HAVING AN ARC LENGTH OF 135.00 FEET TO A POINT OF COMPOUND CURVATURE;

THENCE ALONG THE ARC OF A 146.02 FOOT RADIUS CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 48°12’30”, (THE CHORD BEING SOUTH 65°47’46” EAST 119.26 FEET) HAVING AN ARC LENGTH OF 122.86 FEET TO A POINT OF COMPOUND CURVATURE;

Exhibit B

to First Amendment to Ground Lease

THENCE ALONG THE ARC OF A 197.27 FOOT RADIUS CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 36°05’00”, (THE CHORD BEING SOUTH 23°39’01” EAST 122.19 FEET) HAVING AN ARC LENGTH OF 124.24 FEET TO A POINT OF TANGENCY, AND BY DIRECTIONAL CHANGE, SAID SOUTHERLY RIGHT OF WAY BECOMING THE WESTERLY RIGHT OF WAY OF SAID MARCH’S POINT ROAD;

THENCE SOUTH 05°36’31” EAST 121.02 FEET TO A POINT;

THENCE SOUTH 02°43’01” EAST 311.35 FEET TO A POINT TO A POINT OF CURVATURE;

THENCE ALONG THE ARC OF A 1121.28 FOOT RADIUS CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 06°40’00”, (THE CHORD BEING SOUTH 00°36’59” WEST 130.39 FEET) HAVING AN ARC LENGTH OF 130.47 FEET TO A POINT OF TANGENCY;

THENCE SOUTH 03°56’59” WEST 146.56 FEET TO A POINT OF CURVATURE;

THENCE ALONG THE ARC OF A 741.78 FOOT RADIUS CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 13°22’00”, (THE CHORD BEING SOUTH 02°44’01” EAST 172.66 FEET) HAVING AN ARC LENGTH OF 173.05 FEET TO A POINT OF COMPOUND CURVATURE;

THENCE ALONG THE ARC OF A 849.91 FOOT RADIUS CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 12°11’16”, (THE CHORD BEING SOUTH 15°30’39” EAST 180.45 FEET) HAVING AN ARC LENGTH OF 180.79 FEET TO A POINT OF COMPOUND CURVATURE;

THENCE ALONG THE ARC OF A 984.93 FOOT RADIUS CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 00°20’37”, (THE CHORD BEING SOUTH 18°46’48” EAST 5.91 FEET) HAVING AN ARC LENGTH OF 5.91 FEET TO A POINT OF NON TANGENCY, AND POINT OF INTERSECTION WITH THE WESTERLY STRIP OF A 60.00 FOOT RIGHT OF WAY GRANTED PER RIGHT OF WAY DEED RECORDED SEPTEMBER 1, 1966, IN VOLUME 357, PAGE 775, SKAGIT COUNTY DEED RECORDS;

THENCE LEAVING SAID WESTERLY 50.00 FOOT RIGHT OF WAY, AND CONTINUING ALONG SAID 60.00 FOOT RIGHT OF WAY, SOUTH 18°57’06” EAST 52.10 FEET TO A POINT;

THENCE LEAVING SAID 60.00 FOOT RIGHT OF WAY, SOUTH 53°05’29” WEST 68.06 FEET TO A POINT;

THENCE SOUTH 67°00’09” WEST 38.38 FEET TO A POINT;

THENCE SOUTH 77°52’56” WEST 32.60 FEET TO A POINT;

Exhibit B

to First Amendment to Ground Lease

THENCE NORTH 12°07’04” WEST 18.25 FEET TO A POINT;

THENCE NORTH 87°27’24” WEST 631.02 FEET TO A POINT TO A POINT OF CURVATURE;

THENCE ALONG THE ARC OF A 23.00 FOOT RADIUS CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 90°13’31”, (THE CHORD BEING NORTH 42°20’39” WEST 32.59 FEET) HAVING AN ARC LENGTH OF 36.22 FEET TO A POINT OF TANGENCY AND THE POINT OF BEGINNING;

THIS DESCRIPTION CONTAINS 20.014 ACRES, MORE OR LESS.

HEREIN DESCRIBED BEARINGS ARE BASED UPON THE WASHINGTON COORDINATE SYSTEM, NORTH ZONE (NAD83) 2011.

MVCU AREA

A portion of Section 28, T. 35 N., R. 2 E., Willamette Meridian, Skagit County, Washington, being more particularly described by metes and bounds as follows:

Commencing at the Section Corner common to Sections 28/29/32/33 Township 35 North,

Range 2 East, Willamette Meridian, from which the South Quarter corner of said Section 28

bears S 86° 40’ 54” E; thence N 26° 02’ 59” E 5,208.64 feet to the P oint O f B eginning;

thence S 87° 11’ 35” E 110.00 feet;

thence S 02° 52’ 18” W 150.60 feet;

thence N 86° 57’ 31” W 98.51 feet;

thence N 33° 35’ 03” W 14.55 feet;

thence N 18° 07’ 40” W 7.49 feet;

thence N 02° 08’ 33” E 12.41 feet;

thence N 02° 52’ 18” E 119.08 feet to the P oint O f B eginning.

Containing 0.378 acres, more or less.

Exhibit B

to First Amendment to Ground Lease

EXHIBIT C

Legal Description

Pipeline Easement No.1

A portion of Government Lot 2, Section 21, T. 35 N., R. 2 E., Willamette Meridian, Skagit County, Washington, being more particularly described by metes and bounds as follows:

Commencing at the Section Corner common to Sections 28/29/32/33 Township 35 North, Range 2 East, Willamette Meridian, from which the South Quarter corner of said Section 28 bears S 86° 40’ 54” E; thence N 19° 23’ 52” E 5,926.17 feet to the P oint O f B eginning;

thence N 02° 55’ 32” E 14.66 feet;

thence N 79° 48’ 47” E 9.30 feet;

thence S 87° 04’ 00” E 593.40 feet;

thence N 48° 26’ 07” E 25.81 feet;

thence S 87° 14’ 45” E 28.55 feet;

thence S 02° 30’ 04” W 12.15 feet;

thence N 87° 25’ 59” W 23.73 feet;

thence S 48° 13’ 05” W 25.92 feet;

thence N 87° 04’ 45” W 597.09 feet;

thence S 70° 20’ 35” W 11.12 feet to the P oint O f B eginning.

Containing 0.188 acres, more or less.

Exhibit C

to First Amendment to Ground Lease

Exhibit 10.9

SECOND AMENDMENT TO GROUND LEASE

THIS SECOND AMENDMENT TO GROUND LEASE (the “ Second Amendment ”) is made and entered into as of November 8, 2017, by and between TESORO REFINING & MARKETING COMPANY LLC, a Delaware limited liability company (“ Landlord ”), and TESORO LOGISTICS OPERATIONS LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

A. Landlord and Tenant entered into that certain Ground Lease, dated November 15, 2012 (the “ Original Lease ”), with respect to a portion of that certain petrochemical refinery located in Skagit County, Washington (the “ Original Premises ”), as more particularly described in the Original Lease.

B. Landlord and Tenant entered into that certain First Amendment to Ground Lease, dated July 1, 2014 (the “ First Amendment ”), which First Amendment (among other things) expanded the Premises covered by the Original Lease to include the “ Load/Unload Facility ” and “ Truck Rack ” (as defined in the First Amendment). The Original Lease as amended by the First Amendment is referred to herein as the “ Lease .”

C. Landlord and Tenant desire, among other items, to further amend the Lease to add the “Additional Rail Facility Premises” (as defined below) to the Premises covered by the Lease.

D. Concurrently herewith, Landlord and Tenant have entered into (i) that certain Anacortes Manifest Rail Terminalling Services Agreement (the “ AMRTSA ”), which among other things contains their agreement to terminate the “ MUTA ” as defined in the Lease, (ii) that certain Storage Services Agreement – Anacortes II (the “ SSA ”), (iii) that certain Transportation Services Agreement (Anacortes Short-Haul Pipelines) (the “ Pipeline TSA ”), and (iv) that certain Anacortes Marine Terminal Operating Agreement (the “ AMTOA ”).

E. Concurrently herewith, Landlord has transferred to Tenant, as contemplated by Section 1 of the First Amendment, the rail tracks located on the Load/Unload Facility and the Truck Rack.

F. Concurrently herewith, Landlord has assigned to Tenant Landlord’s remaining rights under the “ Industry Track Agreement ” as defined in Section 6.02(b) of the Lease and Tenant has assumed Landlord’s remaining obligations under the Industry Track Agreement.

G. Capitalized terms used but not defined in this Second Amendment shall have the meanings attributed to them in the Original Lease and the First Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant agree to amend the Lease as follows:

AMENDMENT

Expansion of Premises. Commencing on the date hereof, the “ Premises ” as defined in and covered by the Lease shall be expanded to include the real property described in Exhibit A to this Second Amendment (the “ Additional Rail Facility Premises ”) in addition to the real property described in Exhibit B to the Lease as attached to the First Amendment. As used in the Lease as amended by this Second Amendment:

(a) “ Rail Facility ” refers only to the Original Premises and the Additional Rail Facility Premises.

(b) “ Load/Unload Facility ” means the liquid petroleum gas rail loading and unloading area that is located adjacent to the Original Premises.

(c) “ Truck Rack ” means the truck rack area that is located generally to the west of the Original Premises and the Load/Unload Facility.

2.	Rail Track Easement. The Lease is hereby amended to add the following as Section 1.03 thereof:

1.03 Rail Track Easement. Tenant is hereby granted A non-exclusive easement over and across that portion of the Refinery described in Exhibit B to this Second Amendment during the term of this Lease for the installation, maintenance, repair and replacement of rail tracks owned by Tenant connecting the “Storage Facility” (as defined in the SSA) to the Additional Rail Facility Premises.

3.	Rent. Article 3 of the Lease is deleted in its entirety, and the following text is hereby substituted therefor:

ARTICLE 3. RENT

The parties acknowledge that rent for the Premises for entire Lease term has been paid in full in advance, in accordance with the terms of that certain Contribution, Conveyance and Assumption Agreement dated as of November 15, 2012 by and among Tesoro Corporation, Landlord, Tesoro Logistics GP, LLC, Tesoro Logistics LP and Tenant (the “ 2012 Contribution Agreement ”), that certain Contribution, Conveyance and Assumption Agreement dated as of July 1, 2014, by and among Tesoro Corporation, Landlord, Tesoro Logistics GP, LLC, Tesoro Logistics LP, Tenant, Tesoro Alaska Company, LLC, and Tesoro Logistics Pipelines LLC (the “ 2014 Contribution Agreement ”), and that certain Contribution, Conveyance and Assumption Agreement of even date herewith, by and among Andeavor, Landlord, Andeavor Logistics LP, and Tenant, as amended, restated, modified or supplemented from time to time (the “ 2017 Contribution Agreement ”). The 2012 Contribution Agreement, the 2014 Contribution Agreement, and the 2017 Contribution Agreement are collectively hereafter referred to as the “ Contribution Agreement .”

4.	Permitted Use. Section 6.01 of the Lease (as amended by the First Amendment) is amended by substituting “the Original Premises and the Additional Rail Facility Premises” for “the Existing Premises” wherever those terms may appear in such Section 6.01.

5.	Commercial Agreements. The definition of “Commercial Agreements” in the Lease is amended to mean collectively the Terminalling Agreement, the Track Use Agreement, the AMRTSA, the SSA, the Pipeline TSA, and the AMTOA. All references in the Lease to the MUTA are hereby deleted.

6.	Tenant’s Option to Purchase.

(a) Clause (a) of Section 18.02 of the Lease is amended to read: “Tenant is not in default of any of the terms this Lease or the Commercial Agreements, and”.

(b) The Additional Rail Facility Premises are hereby added to the legal descriptions set forth in:

(i) Exhibit A (labeled “EXHIBIT A TO RIGHT OF FIRST REFUSAL, OPTION AGREEMENT AND AGREEMENT OF PURCHASE AND SALE”) to Exhibit C to the Lease as attached to the First Amendment.

(ii) Exhibit A (labeled “EXHIBIT A TO MEMORANDUM OF RIGHT OF FIRST REFUSAL AND OPTION AGREEMENT”) to Exhibit B to Exhibit C to the Lease as attached to the First Amendment.

7.	Other Agreements. Subsection 20.07(a) of the Lease is hereby deleted.

8.	Effect of Amendment. Except as expressly set forth in this Second Amendment, the terms of the Lease remain in full force and effect and are hereby ratified and confirmed.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE.]

IN WITNESS WHEREOF, Landlord and Tenant have caused this Second Amendment to be duly executed as of the day and year first above written.


LANDLORD:		TENANT:

TESORO REFINING & MARKETING COMPANY LLC		TESORO LOGISTICS OPERATIONS LLC

By:	/S/ GREGORY J. GOFF	By:	/S/ STEVEN M. STERIN
	Gregory J. Goff		Steven M. Sterin
	President		President and Chief Financial Officer

Signature Page to Anacortes Second Amendment to Ground Lease


STATE OF _______________		)
		) ss.
COUNTY OF _____________		)

I certify that I know or have satisfactory evidence that ____________________ is the person who appeared before me, who signed this instrument as the _________________ of TESORO REFINING & MARKETING COMPANY LLC, a Delaware limited liability company, and acknowledged it to be the free and voluntary act of such company for the uses and purposes mentioned in the instrument, and on oath stated ______ was authorized to execute said instrument.

Dated: _______________, 2017

Print Name:

NOTARY PUBLIC in and for the State of

____________, residing at ____________

My appointment expires ______________


STATE OF _______________		)
		) ss.
COUNTY OF _____________		)

I certify that I know or have satisfactory evidence that ____________________ is the person who appeared before me, who signed this instrument as the _________________ of TESORO LOGISTICS OPERATIONS LLC, a Delaware limited liability company, and acknowledged it to be the free and voluntary act of such limited liability company for the uses and purposes mentioned in the instrument, and on oath stated ______ was authorized to execute said instrument.

Dated: _______________, 2017

Print Name:

NOTARY PUBLIC in and for the State of

____________, residing at ____________

My appointment expires ______________

EXHIBIT A

SECOND AMENDMENT TO GROUND LEASE

Legal Description of Additional Rail Facility Premises

Legal Description

Storage Rail Parcel

A portion of Government Lots 3 & 4, Section 29 and Government Lots 7 & 8, Section 32, T. 35 N., R. 2 E., Willamette Meridian, Skagit County, Washington, being more particularly described by metes and bounds as follows:

Commencing at the Section Corner common to Sections 28/29/32/33 Township 35 North, Range 2 East, Willamette Meridian, from which the South Quarter corner of Section 28 bears S 86° 40’ 54” E; thence N 72° 34’ 24” W 521.47 feet to the P oint O f B eginning;

thence S 50° 52’ 58” W 47.08 feet;

thence S 15° 02’ 59” E 782.62 feet;

thence S 52° 13’ 33” E 9.87 feet;

thence S 11° 13’ 28” E 439.11 feet;

thence S 05° 20’ 05” E 283.22 feet;

thence S 00° 25’ 10” W 413.01 feet;

thence S 28° 07’ 40” W 10.68 feet;

thence S 00° 21’ 22” W 220.25 feet;

thence N 87° 56’ 03” W 41.08 feet;

thence N 00° 21’ 22” E 75.35 feet;

thence S 24° 44’ 56” E 24.58 feet;

thence N 01° 28’ 08” W 176.30 feet;

thence N 00° 45’ 44” E 160.11 feet to a point of curvature;

thence along the arc of a 1,340.00 foot radius curve to the left, through a central angle of 09° 26’ 37”, (the chord being N 03° 57’ 34” W 220.61 feet) having an arc length of 220.86 to a point of tangency;

thence N 08° 40’ 52” W 250.61 feet;

thence N 00° 13’ 05” W 49.90 feet to a point of non-tangent curvature;

thence along the arc of a 37.00 foot radius curve to the left, through a central angle of 49° 12’ 54”, (the chord being N 03° 55’ 29” E 30.81 feet) having an arc length of 31.78 feet to a point of non-tangency;

Exhibit A

to Second Amendment to Ground Lease

thence N 07° 46’ 54” W 68.77 feet to a point of non-tangent curvature;

thence along the arc of a 2,094.73 foot radius curve to the left, through a central angle of 08° 06’ 59”, (the chord being N 12° 31’ 50” W 296.49 feet) having an arc length of 296.74 feet to a point of non-tangency;

thence N 13° 21’ 25” W 147.08 feet;

thence N 14° 40’ 44” W 297.68 feet;

thence N 20° 07’ 43” W 132.54 feet;

thence N 15° 00’ 31” W 145.44 feet;

thence N 13° 42’ 27” W 159.08 feet;

thence N 10° 52’ 54” W 96.00 feet;

thence N 14° 57’ 10” W 140.54 feet;

thence N 16° 15’ 24” W 319.42 feet to a point of non-tangent curvature;

thence along the arc of a 560.00 foot radius curve to the right through a central angle of 32° 25’ 38”, (the chord being N 06° 15’ 25” W 312.73 feet) having an arc length of 316.94 feet to a point of non-tangency;

thence N 01° 33’ 52” E 352.96 feet;

thence S 87° 48’ 08” E 106.80 feet;

thence N 02° 56’ 48” E 669.40 feet;

thence S 87° 07’ 14” E 30.16 feet;

thence N 50° 38’ 24” E 25.27 feet;

thence N 02° 55’ 07” E 39.56 feet;

thence S 86° 15’ 07” E 169.20 feet;

thence N 28° 39’ 02” E 69.62 feet;

thence S 87° 02’ 54” E 201.71 feet;

thence S 06° 43’ 27” W 38.20 feet;

thence S 89° 50’ 53” W 104.43 feet;

thence S 35° 46’ 09” W 159.65 feet;

thence S 04° 22’ 18” E 448.04 feet;

thence S 00° 14’ 35” W 279.53 feet;

thence S 14° 08’ 57” W 111.89 feet;

thence S 09° 03’ 19” W 175.22 feet;

thence S 05° 07’ 34” W 215.53 feet;

thence S 03° 10’ 17” W 95.46 feet;

Exhibit A

to Second Amendment to Ground Lease

thence S 75° 00’ 26” W 17.17 feet;

thence S 42° 02’ 08” W 90.49 feet;

thence S 22° 50’ 31” W 22.30 feet;

thence S 00° 22’ 16” W 199.74 feet;

thence S 02° 57’ 31” E 7.71 feet;

thence S 05° 58’ 42” E 174.76 feet to the P oint O f B eginning.

Containing 16.079 acres, more or less.

Legal Description

Add Rail Parcel

A portion of Government Lots 6 and 7, Section 32 and Section 33, T. 35 N., R. 2 E., Willamette Meridian, Skagit County, Washington, being more particularly described by metes and bounds as follows:

Commencing at the Section Corner common to Sections 28/29/32/33 Township 35 North, Range 2 East, Willamette Meridian, from which the South Quarter corner of said Section 28 bears S 86° 40’ 54” E; thence S 06° 21’ 59” W 2,043.15 feet to a point on the Southerly Right-of- Way of North Texas Road, said point being the P oint O f B eginning;

thence S 00° 37’ 51” W 228.32 feet to a point of curvature;

thence along the arc of a 1,618.50 foot radius curve to the left, through a central angle of 14° 12’ 37”, (the chord being S 06° 28’ 27” E 400.39 feet) having an arc length of 401.41 feet to a point of tangency;

thence S 13° 34’ 46” E 509.07 feet;

thence S 76° 25’ 14” W 50.00 feet;

thence N 13° 34’ 46” W 509.07 feet to a point of curvature;

thence along the arc of a 1,668.50 foot radius curve to the right, through a central angle of 14° 12’ 37”, (the chord being N 06° 28’ 27” W 412.76 feet) having a length of 413.81 feet to a point of tangency;

thence N 00° 37’ 51” E 229.57 feet to the Southerly Right-of-Way of North Texas Road;

thence on said Southerly Right-of-Way S 87° 56’ 03” E 50.02 feet to the P oint O f B eginning.

1.	Containing 1.315 acres, more or less.

Exhibit A

to Second Amendment to Ground Lease

EXHIBIT B

SECOND AMENDMENT TO GROUND LEASE

Legal Description

Manifest Rail Track Easement Area

A portion of Section 28 and Government Lot 2, Section 29, T. 35 N., R. 2 E., Willamette Meridian, Skagit County, Washington, being more particularly described by metes and bounds as follows:

Commencing at the Section Corner common to Sections 28/29/32/33 Township 35 North, Range 2 East, Willamette Meridian, from which the South Quarter corner of said Section 28 bears S 86° 40’ 54” E; thence N 19° 27’ 22” E 3,383.83 feet to the P oint O f B eginning;

thence N 87° 03’ 48” W 12.31 feet;

thence N 81° 03’ 47” W 135.14 feet;

thence N 87° 03’ 48” W 799.72 feet to a point of non-tangent curvature;

thence along the arc of a 640.57 foot radius curve to the left, through a central angle of 29° 12’ 19”, (the chord being S 79° 07’ 45” W 322.99 feet), having an arc length of 326.52 feet to a point of non-tangency;

thence N 22° 57’ 59” E 3.43 feet;

thence N 23° 06’ 04” E 26.23 feet to a point of non-tangent curvature;

thence along the arc of a 660.56 foot radius curve to the right, through a central angle of 27° 15’ 54”, (the chord being N 80° 05’ 14” E 311.38 feet), having an arc length of 314.34 feet to a point of non-tangency;

thence S 87° 03’ 48” E 946.31 feet;

thence S 02° 57’ 39” W 34.13 feet to the P oint O f B eginning.

Containing 0.607 acres, more or less.

Exhibit B

to Second Amendment to Ground Lease