Exhibit 2.1

Execution Version

CONTRIBUTION, CONVEYANCE AND ASSUMPTION

AGREEMENT

This Contribution, Conveyance and Assumption Agreement (this “ Agreement ”), effective as of August 6, 2018 (the “ Effective Date ”), is by and among Andeavor Logistics LP (the “ Partnership ”), Tesoro Logistics Operations LLC (the “ Operating Company ”), Tesoro Logistics Pipelines LLC (“ TLP ”), Western Refining Terminals, LLC (“ WRT ”), Western Refining Pipeline, LLC (“ WRP ”), Tesoro High Plains Pipeline Company LLC (“ THPPC ”), Western Refining Logistics LP (“WRLP”), Tesoro SoCal Pipeline Company LLC (“ TSPC ”), WNRL Energy LLC (“ WNRL ,” and collectively with the Partnership, the Operating Company, TLP, WRT, WRP, THPPC, WRLP, and TSPC, the “ Logistics Parties ”);

and

Andeavor (“ Andeavor ”), Tesoro Refining & Marketing Company LLC (“ TRMC ”), Western Refining Southwest, Inc. (“ WRS ”), Tesoro Great Plains Gathering & Marketing LLC (“ TGPGM ”), Tesoro Great Plains Midstream LLC (“ TGPM ” and collectively with Andeavor, TRMC, WRS, TGPGM and TGPM, the “ Andeavor Parties ”).

The above-named entities are sometimes referred to in this Agreement individually as a “ Party ” and collectively as the “ Parties .”

RECITALS

WHEREAS , WRS is the owner of:

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WHEREAS , WRS is the owner of all of the issued and outstanding limited liability company interests in: (1) TGPM (the “ TGPM Units ”), (2) Andeavor MPL Holdings LLC (the “ MPL Units ”), (3) Andeavor CD (the “ Andeavor CD Units ”), (4) Western Refining Conan Gathering, LLC (the “ WRCG Units ”), (5) Western Refining Delaware Basin Storage, LLC (the “ WRDBS Units ”), and (6) Asphalt Terminals LLC (the “ ATL Units ”), and WRS is the owner of 67% of all of the issued and outstanding limited liability company interests in Andeavor Rio (the “ Andeavor Rio Units ”);

WHEREAS , WRS owns the various real property interests set forth in detail on Schedule  A (the “ Real Property Interests ”), and for the avoidance of doubt, the term “Real Property Interests” shall expressly exclude the real property under each of the Mandan Refinery, Salt Lake Refinery, LARW Refinery Unit and LARC Refinery Unit owned by TRMC (said real property being referred to, collectively, as the “ TRMC Real Property ”); and

WHEREAS , in exchange for the Cash Consideration (as defined below) and the Equity Consideration (as defined below), WRS desires to contribute the Assets (as defined below), the Units (as defined below), and the Real Property Interests to the Partnership, which the Partnership desires to contribute to the applicable Logistics Parties, and concurrently with the contribution of the Assets, the Real Property Interests and the Units, the applicable Andeavor Parties and the applicable Logistics Parties 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:

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ARTICLE I

CONTRIBUTIONS AND ACKNOWLEDGEMENTS

Section  1.1 Conveyance of Assets by WRS to the Partnership .

(a) Effective as of immediately prior to the Effective Time, WRS 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 WRS in and to the Assets and Real Property Interests, including any responsibilities, coverages and liabilities related to the Assets and Real Property Interests, free and clear of all liens and encumbrances of any kind or nature, other than as set forth on Exhibit O to this Agreement (the “ Permitted Liens ”). In addition, concurrently with the contribution of the Assets and the Real Property Interests, certain Andeavor Parties are also executing and delivering the Contracts and the Real Property Conveyance Documents (as defined in Schedule A) to which each is a party. The contribution of the Assets and the Real Property Interests and execution and delivery of the Contracts and documents described in this Section  1.1(a) shall be referred to in this Agreement as the “ WRS Asset Contribution .”

(b) In consideration for the WRS Asset Contribution and the WRS Unit Contribution (as defined below), the Partnership will, as of the Effective Time:

(i) distribute cash to WRS equal to $300,000,000 in the aggregate (the “ Cash Consideration ”); and

(ii) issue to WRS a number of Common Units with an aggregate value equal to $1,250,000,000 (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 August 3, 2018.

(c) To effect the distribution of the Cash Consideration, the Partnership shall borrow an amount equal to the Cash Consideration under indebtedness for which no partner of the Partnership or any related person other than WRS 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 directly from the applicable lender to an account designated by WRS in a manner such that the proceeds of such borrowing are allocable to the distribution of the Cash Consideration to WRS pursuant to Treasury Regulations § 1.707-5(b)(1) and Temporary Treasury Regulation 1.163-8T (such borrowing, and any “refinancing” of such borrowing treated as the liability it refinances pursuant to Treasury Regulations § 1.707-5(c), the “ Partnership Debt ”).

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

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

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

Section  1.2 Conveyance of Assets by the Partnership to other Logistics Parties . Effective immediately after the WRS Asset Contribution, the Partnership hereby assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers:

(a) the Jal NGL Storage Facility and the Real Property Interest related thereto (the “ Group A Assets ”) to WRLP;

(b) the Bobcat Pipeline, the Benny Pipeline, the Mesquite Truck Station, the Yucca Truck Station, the Mason East Station and the Wink Station and the Real Property Interest related thereto (together, the “ Group B Assets ”) to WRLP;

(c) the Wingate Terminal and the Real Property Interest related thereto (the “ Group C Assets ”) to WRLP;

(d) the Clearbrook Tankage and the Real Property Interest related thereto (the “ Group D Assets ”) to the Operating Company;

(e) the Mandan Tankage, the Salt Lake Tankage, the LARW Tankage, the LARC Tankage, the Mandan Rail Rack and Trackage, the Salt Lake Rail Rack and Trackage, the LARW Rail Rack and Trackage, the LARC Rail Rack and Trackage, the Mandan LPG Truck Rack, the Salt Lake Refinery Truck Racks, the LARW LPG Truck Rack and the LARC LPG Truck Rack (together, the “ Group E Assets ”) to the Operating Company;

(f) the LA Refinery Interconnecting Pipeline (the “ Group F Assets ”) to the Operating Company; and

(g) the Aranco Pipeline and the Real Property Interest related thereto (the “ Group G Assets ”) to the Operating Company;

in each case, 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 such Assets and Real Property Interests, including any responsibilities, coverages and liabilities related to the Assets and Real Property Interests, 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, the Operating Company, and certain other Logistics Parties are also executing and delivering the Contracts and the Real Property Conveyance Documents to which they are parties. The contributions of the Assets and the Real Property Interests and execution and delivery of the Contracts described in this Section  1.2 shall be referred to in this Agreement as the “ Partnership Contribution .” The Partnership hereby makes the Partnership Contribution as capital contributions to the capital of the Operating Company and WRLP, and such parties hereby accept such contributions as contributions to their capital.

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Section  1.3 Conveyance of Certain Assets by Certain Logistics Parties to Other Logistics Parties . Effective immediately after the Partnership Contribution, the following Logistics Parties convey certain Assets to certain other Logistics Parties as described below:

(a) the Operating Company shall assign, transfer, contribute, grant, bargain, convey, set over and deliver to TSPC the Group F Assets;

(b) WRLP shall assign, transfer, contribute, grant, bargain, convey set over and deliver to WNRL the Group A Assets, the Group B Assets, and the Group C Assets;

(c) After giving effect to the conveyance set forth in Section  1.3(b) , WNRL shall assign, transfer, contribute, grant, bargain, convey set over and deliver:

(i) to WRP, the Group B Assets; and

(ii) to WRT, the Group A Assets and the Group C Assets;

in each case, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of the party conveying the Asset described in this Section  1.3 . Each party conveying an Asset pursuant to this Section  1.3 makes such contribution as a capital contribution to the capital of the party receiving such Asset, and the party receiving such Asset hereby accepts such contribution as a contribution to its capital.

Section  1.4 Conveyance of the Units by WRS to the Partnership . Effective as of the Effective Date, WRS 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 WRS in and to the Units, free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. The contribution described in this Section  1.4 shall be referred to as the “ WRS Unit Contribution .” The Partnership hereby accepts the WRS Unit Contribution as a contribution to the capital of the Partnership.

Section  1.5 Conveyance of the Units by the Partnership to other Logistics Parties . Effective immediately after the WRS Unit Contribution, the Partnership hereby assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers:

(a) the TGPM Units, the MPL Units, the Andeavor Rio Units and the Andeavor CD Units to the Operating Company; and

(b) the ATL Units, the WRCG Units and the WRDBS Units to WRLP.

in each case, 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 Units (collectively, the “ Partnership Unit Contribution ”). The Partnership hereby makes such contributions as capital contributions to the capital of the Operating Company and WRLP, and such parties hereby accept such contributions as contributions to their capital.

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Section  1.6 Conveyance of Certain Units by Certain Logistics Parties to Certain Other Logistics Parties . Effective immediately after the Partnership Unit Contribution, the following Logistics Parties shall convey certain Units to other certain other Logistics Parties as described below:

(a) the Operating Company assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers to TLP the Andeavor Rio Units and the Andeavor CD Units;

(b) WRLP assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers to WNRL the ATL Units, the WRCG Units and the WRDBS Units and, immediately after giving effect to such conveyance of the ATL Units, the WRCG Units and the WRDBS Units, WNRL assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers the WRCG Units to WRP and the WRDBS Units and the ATL Units to WRT; and

(c) TGPM assigns, transfers, distributes, grants, bargains, conveys, sets over and delivers to the Operating Company all of the issued and outstanding limited liability company interests (the “ BLP Units ”) in BakkenLink Pipeline LLC and, immediately after giving effect to such conveyance of the BLP Units, the Operating Company assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers the BLP Units to TLP;

in each case, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of the party conveying the Units described in this Section  1.6 . Each party conveying Units pursuant to this Section  1.6 , other than with respect to the distribution of BLP Units by TGPM to the Operating Company, makes such contribution as a capital contribution to the capital of the party receiving such Units, and the party receiving such Units hereby accepts such contribution as a contribution to its capital.

Section  1.7 Merger of ND Land Holdings LLC . Immediately after giving effect to the conveyance described in Section  1.5(a) , TGPM and TGPGM will cause ND Land Holdings LLC (“ ND Land ”) to be merged with and into TGPGM, with TGPGM surviving the merger (the “ ND Land Merger ”).

Section  1.8 Merger of BakkenLink Pipeline LLC . Immediately after giving effect to the conveyance described in Section  1.6(c) , TLP and THPPC will cause BakkenLink Pipeline LLC to be merged with and into THPPC, with THPPC surviving the merger (the “ BLP Merger ”).

Section  1.9 Actions and Deliveries on the Effective Date . The Parties acknowledge that the following actions and deliveries have occurred, or will occur concurrently with the execution of this Agreement:

(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 parties listed on Schedule B that are identified as “Assignor” on such schedule shall have assigned to the parties identified as “Assignee” on such schedule those contracts listed opposite their name on Schedule B , and in order to give effect to such assignments, each “Assignor” and “Assignee” shall have entered into an assignment and assumption agreement or such other form mutually agreeable to such parties;

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

(i) the Bills of Sale, in a form mutually agreeable to the Parties, pursuant to which the applicable Andeavor Parties and the Partnership assign and convey the Assets;

(ii) a merger agreement between ND Land and TGPGM, in a form mutually agreeable to the Parties;

(iii) a merger agreement between BakkenLink Pipeline LLC and THPPC, in a form mutually agreeable to the Parties;

(iv) the following commercial contracts:

(1) Master Terminalling Services Agreement by and between the parties identified as “Customers” on Schedule I thereto and the parties identified as “Providers” on Schedule I thereto and related service orders thereto;

(2) Master Unloading and Storage Agreement between WRCL and WRP, and the related service orders thereto;

(3) Asphalt Terminalling, Transportation and Storage Services Agreement between Asphalt Terminals LLC and WRCL, and the related service orders thereto;

(4) Transportation Services Agreement (LAR Interconnecting Pipelines) between TRMC and TSPC, and the related services order thereto;

(5) Construction Service Agreement (Los Angeles Refinery Interconnecting Pipelines) between TRMC and TSPC;

(v) the Real Property Conveyance Documents set forth on Schedule A ;

(vi) Second Amended and Restated Secondment and Logistics Services Agreement among certain of the Andeavor Parties and certain of the Logistics Parties and an applicable service order to that agreement, both in forms mutually agreeable to the Parties;

(vii) Second Amended and Restated Schedules to the Omnibus Agreement among Andeavor, TRMC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, the General Partner and the Partnership, in a form mutually agreeable to the Parties;

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(viii) Third Amended and Restated Limited Liability Company Agreement of the General Partner among the General Partner, WRS, TRMC and Tesoro Alaska Company LLC;

(ix) a ten-year promissory note, in a form mutually agreeable to the Parties, by Andeavor in favor of WRS to evidence the funds loaned by the WRS to Andeavor pursuant to Section  1.1(d) ;

(x) a debt guarantee, in a form mutually agreeable to the Parties;

(xi) New York Stock Exchange Supplemental Listing Application executed by the Partnership for the listing of the Common Units and for filing with the New York Stock Exchange;

(xii) Letter from the Partnership to American Stock Transfer, the transfer agent for the Common Units, regarding the issuance of the Common Units evidencing the Equity Consideration; and

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

(d) the Partnership has received an affidavit, duly executed and acknowledged by WRS dated as of the Effective Date, in accordance with Treasury Regulation § 1.1445-2(b)(2) and Section 1446(f) of the Code, certifying that WRS is not a “foreign person” for such purposes; and

(e) the Conflicts Committee of the General Partner has received a fairness opinion from Robert W. Baird & Co., Incorporated, the financial advisor to the Conflicts Committee.

ARTICLE II

REPRESENTATIONS

Section  2.1 Representations of the Andeavor Parties . The Andeavor Parties hereby represent and warrant to the Partnership and the Operating Company as follows:

(a) The Assets 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) WRS has title to each of the Assets and the Real Property Interests, free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. WRS has title to each of the Assets and the Real Property Interests, subject to the Permitted Liens, 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 those portions of the TRMC Real Property underlying the Group E Assets, TRMC has sufficient title to grant valid leasehold or license rights in such real property to the Operating Company pursuant to the lease or license agreements in Schedule A .

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(c) To the knowledge of WRS 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 Logistics Parties pursuant to the transactions contemplated by this Agreement.

(d) WRS has title to the TGPM Units free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. TGPM is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware, with full limited liability company power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all of its obligations under each of its contracts. TGPM is duly qualified to do business as a foreign limited liability company and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned by it, or the nature of the activities conducted by it, requires such qualification. The limited liability company interests of TGPM that are issued and outstanding and held by WRS as of the date of this Agreement constitute all of the TGPM Units, and other than the TGPM Units, there are no outstanding equity securities or other securities of TGPM. There are no contracts relating to the issuance, sale or transfer of any equity securities or other securities of TGPM.

(e) TGPM has title to the BLP Units free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. BakkenLink Pipeline LLC is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware, with full limited liability company power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all of its obligations under each of its contracts. BakkenLink Pipeline LLC is duly qualified to do business as a foreign limited liability company and is in good standing under the laws of the each state or other jurisdiction in which either the ownership or use of the properties owned by it, or the nature of the activities conducted by it, requires such qualification. The limited liability company interests of BakkenLink Pipeline LLC that are issued and outstanding and held by TGPM as of the date of this Agreement constitute all of the BLP Units, and other than the BLP Units, there are no outstanding equity securities or other securities of BakkenLink Pipeline LLC. There are no contracts relating to the issuance, sale or transfer of any equity securities or other securities of BakkenLink Pipeline LLC.

(f) TGPM has title to all of the limited liability company interests of ND Land (the “ ND Land Units ”), free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. ND Land is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware, with full limited liability company power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all of its obligations under each of its contracts. ND Land is duly qualified to do business as a foreign limited liability company and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned by it, or the nature of the activities conducted by it, requires such qualification. The limited liability company interests of ND Land that are issued and outstanding and held by TGPM as of the date of this Agreement constitute all of the ND Land Units, and other than the ND Land Units, there are no outstanding equity securities or other securities of ND Land. There are no contracts relating to the issuance, sale or transfer of any equity securities or other securities of ND Land.

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(g) WRS has title to the WRCG Units and the WRDBS Units free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. Each of Western Refining Conan Gathering, LLC and Western Refining Delaware Basin Storage, LLC is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware, with full limited liability company power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all of its obligations under each of its contracts. Each of Western Refining Conan Gathering, LLC and Western Refining Delaware Basin Storage, LLC is duly qualified to do business as a foreign limited liability company and in good standing under the laws of the State of each state or other jurisdiction in which either the ownership or use of the properties owned by it, or the nature of the activities conducted by it, requires such qualification. The limited liability company interests of Western Refining Conan Gathering, LLC that are issued and outstanding and held by WRS as of the date of this Agreement constitute all of the WRCG Units, and other than the WRCG Units, there are no outstanding equity securities or other securities of Western Refining Conan Gathering, LLC. There are no contracts relating to the issuance, sale or transfer of any equity securities or other securities of Western Refining Conan Gathering, LLC. The limited liability company interests of Western Refining Delaware Basin Storage, LLC that are issued and outstanding and held by WRS as of the date of this Agreement constitute all of the WRDBS Units, and other than the WRDBS Units, there are no outstanding equity securities or other securities of Western Refining Delaware Basin Storage, LLC. There are no contracts relating to the issuance, sale or transfer of any equity securities or other securities of Western Refining Delaware Basin Storage, LLC.

(h) WRS has title to the Andeavor Rio Units free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. Andeavor Rio is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware, with full limited liability company power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all of its obligations under each of its contracts. Andeavor Rio is duly qualified to do business as a foreign limited liability company and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned by it, or the nature of the activities conducted by it, requires such qualification. TLP is, as of the Effective Date, the record and beneficial owner and holder of the Andeavor Rio Units. There are no contracts relating to the issuance, sale or transfer of any equity securities or other securities of Andeavor Rio.

(i) WRS has title to the Andeavor CD Units free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. Andeavor CD is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware, with full limited liability company power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all of its obligations under each of its contracts. Andeavor CD is duly qualified to do business as a foreign limited liability company and in good standing under the laws of the State of each state or other jurisdiction in which either the ownership or use of the properties owned by it, or the nature of the activities conducted by it, requires such qualification. The limited liability company interests of Andeavor CD that are issued and outstanding and held by WRS as of the date of this Agreement constitute all of the Andeavor CD Units, and other than the Andeavor CD Units,

there are no outstanding equity securities or other securities of Andeavor CD. There are no contracts relating to the issuance, sale or transfer of any equity securities or other securities of Andeavor CD.

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(j) WRS has title to the MPL Units free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. Andeavor MPL Holdings LLC is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware, with full limited liability company power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all of its obligations under each of its contracts. Andeavor MPL Holdings LLC is duly qualified to do business as a foreign limited liability company and in good standing under the laws of the State of each state or other jurisdiction in which either the ownership or use of the properties owned by it, or the nature of the activities conducted by it, requires such qualification. The limited liability company interests of Andeavor MPL Holdings LLC that are issued and outstanding and held by WRS as of the date of this Agreement constitute all of the MPL Units, and other than the MPL Units, there are no outstanding equity securities or other securities of Andeavor MPL Holdings LLC. There are no contracts relating to the issuance, sale or transfer of any equity securities or other securities of Andeavor MPL Holdings LLC.

(k) WRS has title to the ATL Units free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. Asphalt Terminals LLC is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware, with full limited liability company power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all of its obligations under each of its contracts. Asphalt Terminals LLC is duly qualified to do business as a foreign limited liability company and in good standing under the laws of the States of each state or other jurisdiction in which either the ownership or use of the properties owned by it, or the nature of the activities conducted by it, requires such qualification. The limited liability company interests of Asphalt Terminals LLC that are issued and outstanding and held by WRS as of the date of this Agreement constitute all of the ATL Units, and other than the ATL Units, there are no outstanding equity securities or other securities of Asphalt Terminals LLC. There are no contracts relating to the issuance, sale or transfer of any equity securities or other securities of Asphalt Terminals LLC.

(l) Each of TGPM, Andeavor MPL Holdings LLC, Andeavor CD, Western Refining Conan Gathering, LLC, Asphalt Terminals LLC and Andeavor Rio is properly classified as an entity disregarded as separate from its owner or as a partnership for U.S. federal income tax purposes.

Section  2.2 Representation of the Partnership . The Partnership hereby represents and warrants to the Andeavor Parties that the Common Units of the Partnership issued to WRS pursuant to Section  1.1(b)(ii) have been duly authorized for issuance and sale to WRS and, when issued and delivered by the Partnership to WRS 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).

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Section  2.3 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 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.

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(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 III

COVENANTS

Section  3.1 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, Real Property Interests 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, Real Property Interests 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 the Andeavor Parties of their 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, the applicable Andeavor Party, to the maximum extent permitted by law, (a) shall act

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after the Effective Time as the agent of the applicable Logistics Party to obtain for such Parties the benefits thereunder, and (b) shall cooperate, to the maximum extent permitted by applicable law, with the applicable Logistics Party in any other reasonable arrangement designed to provide those benefits to such Parties, including by agreeing to remain liable under any applicable permit. Nothing contained in this Section  3.1(b) shall relieve the Andeavor Parties of their obligations under any other provisions of this Agreement.

(c) The Controller of Andeavor shall, in good faith, allocate among the Andeavor Parties and the Logistics Parties any amounts that relate to a period beginning prior to the Effective Date and ending after the Effective Date in accordance with the terms hereof.

Section  3.2 Debt Financed Distribution . For a period of four years following the Effective Date, WRS and the Partnership shall ensure (and shall cause their respective Affiliates to ensure) (i) that the Partnership Debt will not be less than the entire outstanding principal balance of the Partnership Debt outstanding immediately after the Effective Date, (ii) that there is no modification of the Partnership Debt so as to eliminate or limit the ultimate recourse liability of WRS with respect thereto, and (iii) that no corporation, partnership, person or entity, other than WRS or a Logistics Party, assumes, guarantees, indemnifies against or otherwise incurs any liability with respect to the Partnership Debt.

Section  3.3 Tax Covenants .

(a) The Parties intend that for U.S. federal income tax purposes (the “ Intended Tax Treatment ”), (i) the WRS Asset Contribution and the WRS Unit Contribution shall be treated as a contribution by WRS to the Partnership assets in exchange for the Equity Consideration in a transaction consistent with the requirements of Section 721(a) of the Code; (ii) the distribution of the Cash Consideration shall be treated as a distribution to WRS by Partnership under Section 731 of the Code; (iii) the distribution of the Cash Consideration to WRS shall be made out of proceeds of the Partnership Debt and that such distribution shall qualify as a “debt-financed transfer” under Treasury Regulations § 1.707-5(b); and (iv) WRS’s share of the Partnership Debt under Treasury Regulations § 1.752-2 and Proposed Treasury Regulations § 1.707-5(a)(2)(i) shall be the entire amount of the Partnership Debt.

(b) Except 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.

ARTICLE IV

MISCELLANEOUS

Section  4.1 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 Andeavor shall each pay, on behalf of the Logistics Parties and the Andeavor Parties, respectively, (i) one-half of the sales, use and similar transfer taxes arising out of the contributions, conveyances and deliveries to be made under ARTICLE I , (ii) one-half of the documentary, filing, recording, transfer, deed and conveyance taxes and fees required in connection therewith, (iii) one half of any other customary closing costs associated with the contributions of the Assets; and (iv) legal fees and costs of Vinson & Elkins LLP and McGuireWoods LLP, in the case of clause (iv), to the extent incurred by any Logistics Parties and Andeavor Parties, respectively; and

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(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 Sidley Austin LLP and Robert W. Baird & Co., Incorporated.

Section  4.2 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  4.3 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

Section  4.4 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  4.5 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  4.6 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

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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  4.7 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  4.8 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  4.9 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  4.10 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.

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Section  4.11 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. Additionally, in lieu of one or more “deeds,” “recordings,” “bills of sale,” or other conveyance documents (including, without limitation, Real Property Conveyance Documents) regarding the Assets and for administrative convenience only (and without limiting any of the representations, warranties, covenants or other provisions of this Agreement), WRS directs the owners of such Assets prior to the transactions described in this Agreement to directly convey, on WRS’ behalf, each such Asset to its respective final owner following the transactions described in this Agreement, via the appropriate “deeds,” “recordings,” “bills of sale,” and other conveyance documents (including, without limitation, Real Property Conveyance Documents). For the avoidance of doubt, neither (a) the conveyance of the Assets as described in Sections 1.1 , 1.2 or 1.3 , 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  4.12 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, with confirmation, 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  4.12 .

If to Andeavor or WRS:

Andeavor

19100 Ridgewood Parkway

San Antonio, Texas 78259-1828

Attn: General Counsel

Facsimile: (210) 745-4494

If to 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

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ARTICLE V

DEFINITIONS

Section  5.1 Capitalized terms used herein have the respective meanings ascribed to such terms below:

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

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

“ Andeavor CD ” means Andeavor Logistics CD LLC.

“ Andeavor CD Units ” has the meaning set forth in the Recitals.

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

“ Andeavor Rio ” means Andeavor Logistics Rio Pipeline LLC.

“ Andeavor Rio Units ” has the meaning set forth in the Recitals.

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

“ Assets ” means (i) the Mandan Tankage, (ii) the Salt Lake Tankage, (iii) the LARW Tankage, (iv) the LARC Tankage, (v) the Mandan Rail Rack and Trackage, (vi) Salt Lake Rail Rack and Trackage, (vii) the LARW Rail Rack and Trackage, (viii) the LARC Rail Rack and Trackage, (ix) the Mandan LPG Truck Rack, (x) the Salt Lake Refinery Truck Racks, (xi) the LARW LPG Truck Rack, (xii) the LARC LPG Truck Rack, (xiii) the LA Refinery Interconnecting Pipeline, (xiv) the Mesquite Truck Station, (xv) the Yucca Truck Station, (xvi) the Mason East Station, (xvii) the Wink Station, (xviii) the Jal NGL Storage Facility, (xix) the Wingate Terminal, (xx) the Clearbrook Tankage, (xxi) the Aranco Pipeline, (xxii) the Bobcat Pipeline, and (xxiii) the Benny Pipeline.

“ ATL Units ” has the meaning set forth in the Recitals.

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

“ Bills of Sale ” means the instruments to be effective as of the Effective Time for the sale, assignment, transfer, contribution, grant, bargain conveyance and delivery of the entire right, title, interest, responsibilities, coverages and liabilities in and to those certain improvements and tangible personal property related to the following Real Property Interests and TRMC Real Property, including any responsibilities, coverages and liabilities from and after the Effective Time under any permit or license included in such improvements and tangible personal property, free and clear of all liens and encumbrances of any kind or nature other than Permitted Liens and not including the Excluded Assets and Liabilities: (i) Mandan Refinery; (ii) Salt Lake Refinery; (iii) a combined Bill of Sale for LARC Refinery Unit and LARW Refinery Unit; (iv) LA Refinery Interconnecting Pipeline; (v) Wink Station; (vi) Mesquite Truck Station; (vii) Wingate Terminal; and (viii) Yucca Truck Station.

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“ BLP Merger ” has the meaning set forth in Section  1.8 .

“ BLP Units ” has the meaning set forth in Section  1.6 .

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

“ Cash Consideration ” has the meaning set forth in Section  1.1(b) .

“ Clearbrook Tankage ” 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 the commercial agreements to be entered into effective as of the Effective Date set forth in Section  1.9(c)(iv) .

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

“ Effective Time ” means 12:02 a.m. Eastern Time on the Effective Date.

“ Equity Consideration ” has the meaning set forth in Section  1.1(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 WRS 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 P to this Agreement.

“ General Partner ” means Tesoro Logistics GP, LLC, the general partner of the Partnership.

“ Group A Assets ” has the meaning set forth in Section  1.2 .

“ Group B Assets ” has the meaning set forth in Section  1.2 .

“ Group C Assets ” has the meaning set forth in Section  1.2 .

“ Group D Assets ” has the meaning set forth in Section  1.2 .

“ Group E Assets ” has the meaning set forth in Section  1.2 .

“ Group F Assets ” has the meaning set forth in Section  1.2 .

“ Group G Assets ” has the meaning set forth in Section  1.2 .

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“ Intended Tax Treatment ” has the meaning set forth in Section  3.3(a) .

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

“LARC LPG Truck Rack ” has the meaning set forth in the Recitals.

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

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

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

“LA Refinery Interconnecting Pipeline ” has the meaning set forth in the Recitals.

“ LARW LPG Truck Rack ” has the meaning set forth in the Recitals.

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

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

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

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

“ Mandan LPG Truck Rack ” has the meaning set forth in the Recitals.

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

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

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

“ Mason East Station ” has the meaning set forth in the Recitals.

“ Material Adverse Effect ” has the meaning set forth in Section  2.3(a) .

“ Mesquite Truck Station ” has the meaning set forth in the Recitals.

“ MPL Units ” has the meaning set forth in the Recitals.

“ ND Land ” has the meaning set forth in Section  1.7 .

“ ND Land Merger ” has the meaning set forth in Section  1.7 .

“ ND Land Units ” has the meaning set forth in Section  2.1(f) .

“ 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.

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“ 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  1.2 .

“ Partnership Debt ” has the meaning set forth in Section  1.1(c) .

“ Partnership Unit Contribution ” has the meaning set forth in Section 1.5.

“ 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  1.1(a) .

“ Real Property Interests ” has the meaning set forth in the Recitals.

“ Real Property Conveyance Documents ” has the meaning set forth in Schedule A.

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

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

“ Salt Lake Refinery Truck Racks ” has the meaning set forth in the Recitals.

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

“ 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 certain of the Andeavor Parties and certain of the Logistics Parties.

“ St. Paul Refining ” means St. Paul Park Refining Co., LLC.

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

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

“ TGPM Units ” has the meaning set forth in the Recitals.

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

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

“ Transaction Documents ” has the meaning set forth in Section  2.3(a) .

“ 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 Real Property ” has the meaning set forth in the Recitals.

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

“ Units ” means the TGPM Units, the MPL Units, the Andeavor CD Units, the Andeavor Rio Units, the WRCG Units, the WRDBS Units, and the ATL Units.

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

“ Wink Station ” has the meaning set forth in the Recitals.

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

“ WRCG Units ” has the meaning set forth in the Recitals.

“ WRCL ” means Western Refining Company, L.P.

“ WRDBS Units ” has the meaning set forth in the Recitals.

“ WRS Asset Contribution ” has the meaning set forth in Section  1.1(a) .

“ WRS Unit Contribution ” has the meaning set forth in Section  1.4 .

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

“ Yucca Truck Station ” has the meaning set forth in the Recitals.

[Signature Page Follows]

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

Signature Page

Contribution, Conveyance and Assumption Agreement

Signature Page

Contribution, Conveyance and Assumption Agreement

Exhibit Index

EXHIBIT A

Mandan Tankage

Mandan Rail Rack and Trackage

Mandan LPG Truck Rack

EXHIBIT B

Salt Lake Tankage

Salt Lake Rail Rack and Trackage

Salt Lake Refinery Truck Racks

EXHIBIT C

LARW Tankage and LARC Tankage

LARW Rail Rack and Trackage & LARC Rail Rack and Trackage

LARW LPG Truck Rack & LARC LPG Truck Rack