Form 8-K TESORO LOGISTICS LP For: Dec 10

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December 15, 2014 4:35 PM EST

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�	�	�	�	�

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) December�10, 2014

TESORO LOGISTICS LP

(Exact name of registrant as specified in its charter)



Delaware	�	�1-35143	�	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

(Registrants 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.):



�	�	�
o	�	Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)
�	�	�
o	�	Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)
�	�	�
o	�	Pre-commencement communications pursuant to Rule�14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
�	�	�
o	�	Pre-commencement communications pursuant to Rule�13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



�	�	�	�	�



Item 1.01		Entry into a Material Definitive Agreement.

Indemnification Agreements

On December�10, 2014, the Board of Directors (the Board) of Tesoro Logistics GP, LLC (the General Partner), the general partner of Tesoro Logistics LP (the Partnership or TLLP) approved a form of indemnification agreement for the independent members of its board of directors. The non-independent members of the Board are covered by separate indemnification agreements with Tesoro Corporation (Tesoro), the ultimate parent company of the General Partner (together with the indemnification agreements entered into by the independent members of the Board, the Indemnification Agreements). The Indemnification Agreements supplement the indemnification rights provided under the General Partners limited liability company agreement and under Tesoros articles of incorporation and bylaws. The Indemnification Agreements require the General Partner to indemnify the independent members of the Board, and Tesoro to indemnify the non-independent members of the Board, to the fullest extent permitted under Delaware law against liability that may arise by reason of such individuals service to the General Partner and to advance expenses incurred as a result of any proceeding against such individual as to which such individual could be indemnified.� The Indemnification Agreements also provide procedures for the determination of the indemnitees right to receive indemnification and the advancement of expenses.

The foregoing descriptions of the Indemnification Agreements do not purport to be complete and are qualified in their entirety by reference to the full texts of the Indemnification Agreements, the forms of which are filed as Exhibit 10.1, and incorporated herein by reference as Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.



Item 8.01	�	Other Events.

Amended and Restated Salt Lake City Short-Haul Pipelines Transportation Services Agreement�

On November�19, 2014, Tesoro Logistics Operations LLC (TLO), a wholly owned subsidiary of the Partnership, and Tesoro Refining & Marketing Company LLC (TRMC) entered into the amended and restated transportation services agreement for the Salt Lake City Short-Haul Pipelines (the Amended Transportation Services Agreement) to amend and restate the Transportation Services Agreement (Salt Lake City Short-Haul Pipelines) dated April 26, 2011 (the Original Agreement). The Original Agreement was amended to update the commercial terms of the Original Agreement for additional services to be provided to TRMC by TLO.

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



Item 9.01	�	Financial Statements and Exhibits.

(d) Exhibits.



�	�	�
10.1*		Form of indemnification agreement between Tesoro Logistics GP, LLC and the independent members of its board of directors.

10.2		Form of indemnification agreement between Tesoro Corporation and members of its management who may serve as directors or executive officers of Tesoro Logistics GP, LLC (incorporated by reference herein to Exhibit 10.3 to the Current Report on Form 8-K of Tesoro Corporation filed on August 4, 2008).
�	�	�
10.3*		Amended and Restated Transportation Services Agreement (Salt Lake City Short-Haul Pipelines), dated as of November 19, 2014, between Tesoro Logistics Operations LLC and Tesoro Refining and Marketing Company.

____________�


*	Filed herewith

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: December�15, 2014



�	TESORO LOGISTICS LP
�	By:	Tesoro Logistics GP, LLC
�	�	Its general partner
�	�	�
�	By:	/s/ CHARLES S. PARRISH
�	�	Charles S. Parrish
�	�	Vice President, General Counsel and Secretary

Index to Exhibits



Exhibit Number	�	Description of the Exhibit
�	�	�
10.1*	�	Form of indemnification agreement between Tesoro Logistics GP, LLC and the independent members of its board of directors.
�	�	�
10.2	�	Form of indemnification agreement between Tesoro Corporation and members of its management who may serve as directors or executive officers of Tesoro Logistics GP, LLC (incorporated by reference herein to Exhibit 10.3 to the Current Report on Form 8-K of Tesoro Corporation filed on August 4, 2008).
�	�	�
10.3*	�	Amended and Restated Transportation Services Agreement (Salt Lake City Short-Haul Pipelines), dated as of November 19, 2014, between Tesoro Logistics Operations LLC and Tesoro Refining and Marketing Company.

____________�


*	Filed herewith

Exhibit 10.1

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (Agreement) is made and entered into as of ________ __, 20__ by and between Tesoro Logistics GP, LLC, a Delaware limited liability company (the Company), and ______________ (Indemnitee). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

RECITALS

WHEREAS, the Company is the general partner of Tesoro Logistics L.P., a Delaware limited partnership and a publicly-held master limited partnership (TLLP), and the Board of Directors of the Company (the Board), in its capacity as the governing body of the general partner, has the authority to govern all of the affairs of TLLP;

WHEREAS, highly competent persons have become more reluctant to serve publicly-held entities as directors and officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such entities;

WHEREAS, the Board has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. At the same time, directors, officers, and other persons in service to public entities or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the entity or business enterprise itself. Article IX of the limited liability company agreement of the Company (the LLC Agreement) requires indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to Applicable Law (as defined below). The LLC Agreement and Applicable Law expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its members and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by Applicable Law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of Article IX of the LLC Agreement and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

WHEREAS, Indemnitee is willing to serve as a director of the Company, and the Company desires Indemnitee to serve in such capacity and is willing to indemnify Indemnitee as described hereunder; and

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1.Services to the Company. Indemnitee agrees to serve as a director of the Company and, at the request of the Company, as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust employee benefit plan or other enterprise. Indemnitee may at any time and for any reason resign or be removed from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall continue in force after Indemnitee has ceased to serve as a director of the Company.

Section 2.Definitions. As used in this Agreement:

(a)References to agent shall mean any person who is or was a director, officer, or employee of the Company or a Subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other Enterprise at the request of, for the convenience of, or to represent the interests of the Company or a Subsidiary of the Company.

(b)Applicable Law means the laws of the State of Delaware, the Delaware Limited Liability Company Act and Sections 102 and 145 of the Delaware General Corporations Law, each as may be amended, supplemented, or restated from time to time.

(c)A Change in Control means that Tesoro Corporation, a Delaware corporation, ceases to possess, directly or indirectly, the power to direct or cause the direction of the management and policies of the Company, whether through ownership of voting securities, by contract, or otherwise.

(d)Corporate Status describes the status of a person who is or was a director, officer, employee or agent of the Company or of any other corporation, limited liability company, partnership or joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company.

(e)Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(f)Enterprise shall mean the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of

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which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.

(g)Expenses shall include all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 14(d) only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee's rights under this Agreement, by litigation or otherwise. The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitees counsel as being reasonable shall be presumed conclusively to be reasonable. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(h)Independent Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporation and partnership law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(i)The term Proceeding shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative legislative, or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action taken by him or of any action on his part while acting as director or officer of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such

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capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement. If the Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a Proceeding, this shall be considered a Proceeding under this paragraph.

(j)Reference to other enterprise shall include employee benefit plans; references to fines shall include any excise tax assessed with respect to any employee benefit plan; references to serving at the request of the Company shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of the Company as referred to in this Agreement.

Section 3.Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor (which is addressed in Section 4). Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by Applicable Law against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding had no reasonable cause to believe that his conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the LLC Agreement, vote of its members or Disinterested Directors or Applicable Law.

Section 4.Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified to the fullest extent permitted by Applicable Law against all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the fullest extent

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permitted by Applicable Law and to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by law. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter

Section 6.Indemnification For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by Applicable Law and to the extent that Indemnitee is, by reason of his Corporate Status, a witness or otherwise asked to participate in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

Section 7.Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Section 8.Additional Indemnification.

(a)Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by Applicable Law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding.

(b)For purposes of Section 8(a), the meaning of the phrase to the fullest extent permitted by Applicable Law shall include, but not be limited to:

i.to the fullest extent permitted by the provisions of Applicable Law that authorizes or contemplates additional indemnification by agreement, and

ii.to the fullest extent authorized or permitted by any amendments to or replacements of Applicable Law adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Section 9.Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

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(a)for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

(b)except as provided in Section 14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under Applicable Law, provided, however, that this prohibition shall not apply to any counter-claim, cross-claim or third-party claim brought against the Indemnitee in any Proceeding.

Section 10.Advances of Expenses. Notwithstanding any provision of this Agreement to the contrary, the Company shall advance, to the extent not prohibited by Applicable Law, the Expenses incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee's ability to repay the Expenses and without regard to Indemnitee's ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement. This Section 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 9.

Section 11.Procedure for Notification and Defense of Claim.

(a)Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such action, suit or proceeding. The omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a

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request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.

(b)The Company will be entitled to participate in the Proceeding at its own expense.

Section 12.Procedure Upon Application for Indemnification.

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(a)Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination, if required by Applicable Law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the members of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(b)In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section�12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of Independent Counsel as defined in Section�2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such

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objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section�11(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section�12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 13.Presumptions and Effect of Certain Proceedings.

(a)In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b)Subject to Section 14(e), if the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under Applicable Law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 13(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the members pursuant to Section 12(a) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination the Board has resolved to submit such determination to the members for their consideration at a special meeting of members that

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is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) of this Agreement.

(c)The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

(d)Reliance as Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee's action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Enterprise. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(e)Actions of Others. The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 14.Remedies of Indemnitee.

(a)Subject to Section 14(e), in the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section�10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section�5, 6 or 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Section 3, 4 or 8 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of his entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.

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Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 14(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his rights under Section�5 of this Agreement. The Company shall not oppose Indemnitee's right to seek any such adjudication or award in arbitration.

(b)In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section�14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 14 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c)If a determination shall have been made pursuant to Section�12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section�14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under Applicable Law.

(d)The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee's rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company shall, to the fullest extent permitted by law, indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors' and officers' liability insurance policies maintained by the Company if Indemnitee is wholly successful on the underlying claims; if Indemnitee is not wholly successful on the underlying claims, then such indemnification and advancement shall be only to the extent Indemnitee is successful on such underlying claims or otherwise as permitted by law, whichever is greater.

(e)Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

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Section 15.Non-exclusivity; Survival of Rights; Insurance; Subrogation.

(a)The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under Applicable Law, the LLC Agreement, any agreement, a vote of members or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the LLC Agreement and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b)To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such claim or of the commencement of a proceeding, as the case may be, to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c)In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d)The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.��

(e)The Company's obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such other corporation,

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limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise.

Section 16.Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director of the Company or, at the request of the Company, as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust employee benefit plan or other enterprise or (b) one (1) year after the final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section�14 of this Agreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his heirs, executors and administrators.

Section 17.Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to Applicable Law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 18.Enforcement.

(a)The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.

(b)This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the LLC Agreement and Applicable Law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 19.Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

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Section 20.Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise.

Section 21.Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (d) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:

(a)If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company.

(b)If to the Company to

Tesoro Logistics GP, LLC

Attention: Charles S. Parrish

19100 Ridgewood Parkway

San Antonio, TX 78259

Facsimile: (210) 745-4494

or to any other address as may have been furnished to Indemnitee by the Company.

Section 22.Contribution. To the fullest extent permissible under Applicable Law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

Section 23.Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the Delaware Court), and not in any other

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state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, irrevocably the Corporation Service Company of 2711 Centerville Road, Suite 400, Wilmington, DE 19808 New Castle County as its agent in the State of Delaware as such party's agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 24.Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 25.Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.



TESORO LOGISTICS GP, LLC			�	INDEMNITEE		�
�	�	�	�	�	�	�
�	�	�	�	�	�	�
By:	�	�	�		�	�
Name:		�	�	Name:		�
Title:		�	�	Address:	�	�
�	�	�	�	�	�	�
�	�	�	�	�	�	�
�	�	�	�	Facsimile:		�

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Exhibit 10.3

AMENDED AND RESTATED TRANSPORTATION SERVICES AGREEMENT

(SLC Short Haul Pipelines)

This AMENDED AND RESTATED TRANSPORTATION SERVICES AGREEMENT (this "Agreement") is dated as of November 19, 2014, by and between Tesoro Logistics Operations LLC, a Delaware limited liability company ("TLO") and Tesoro Refining & Marketing Company LLC (formerly known as Tesoro Refining and Marketing Company), a Delaware limited liability company ("TRMC"), each individually a "Party" and collectively referred to as "Parties."

RECITALS

WHEREAS, TLO owns two (2) active and one (1) inactive short-haul crude petroleum pipelines (the "Crude Pipelines"), each depicted on Schedule A as Items No. 1 and 2, which connect to terminals or manifolds operated by interstate crude petroleum pipeline companies;

WHEREAS, TLO also owns two short-haul petroleum product pipelines, each depicted on Schedule A as Item No. 3, which connect to a petroleum products terminal or manifold;

WHEREAS, TLO is reactivating the inactive Crude Pipeline, and converting it to a petroleum products pipeline (together with the two existing short-haul petroleum products pipelines, the "Products Pipelines");

WHEREAS, TLO is extending the reactivated and converted Products Pipeline and connecting such pipeline at the connection facility to an additional delivery point on the UNEV Pipeline in the Salt Lake City area (the "UNEV Connection" depicted on Schedule B, and together with the Crude Pipelines and the Products Pipelines, the "Short Haul Pipelines"), to allow deliveries of additional volumes from the Products Pipelines into the UNEV Pipeline;

WHEREAS, each of the Short Haul Pipelines provides services only to TRMC as direct support for the operations of TRMC's refinery located in Salt Lake City, Utah (the "SLC 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 SLC Refinery and TRMC's storage tank farm, also located in Salt Lake City, Utah (the "Storage Facility");

WHEREAS, TLO intends to provide transportation services with respect to crude petroleum and refined petroleum products delivered by TRMC on the Short Haul 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 petroleum on the Crude Pipelines and refined petroleum products on the Products Pipelines and UNEV Connection that collectively comprise the Short Haul Pipelines for TRMC, subject to the terms and conditions of this Agreement; and

WHEREAS, the Parties (as defined below and in the case of TRMC, its predecessor corporate entity) entered into a Transportation Services Agreement as of April 26, 2011, and

desire to amend and restate that agreement in its entirety as set forth herein to memorialize the terms of their ongoing commercial relationship.

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

1.��DEFINITIONS

The definitions set forth below shall apply whenever a capitalized term specified below is used in this Agreement.

"Agreement" has the meaning set forth in the Preamble.

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

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

"bpd" means Barrels per day.

"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.

"Calendar Quarter" means a period of three (3) consecutive months starting with the first day of January, April, July or October as the case may be.

"Capacity Expansion" has the meaning set forth in Section 2(b)(ii).

"Capacity Resolution" has the meaning set forth in Section 14(c).

"Capital Recovery Period" means a five (5) year period beginning January 1, 2015 and ending December 31, 2019 during which the capital expenditure necessary to provide the required infrastructure for the UNEV Connection with the capabilities set forth under this Agreement is recovered.

"Commencement Date" has the meaning set forth in Section 3.

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

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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.

"Credit" has the meaning set forth in Section 6(a).

"Crude Pipelines" has the meaning set forth in the Recitals.

"Excess Barrels" means, with respect to any Month, all Barrels of crude petroleum and refined petroleum products shipped by TRMC on the Short Haul Pipelines (excluding the UNEV Connection from the UNEV Commencement Date until the expiration of the Capital Recovery Period) during such Month in excess of the Minimum Throughput Commitment.

"Excess Barrels Payment" has the meaning set forth in Section 6(a).

"Extension Period" has the meaning set forth in Section 4.

"First Offer Period" has the meaning set forth in Section 12(d).

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

"Force Majeure Notice" and "Force Majeure Period" each have the meaning set forth in Section 13(a).

"FERC" means the Federal Energy Regulatory Commission.

"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.

"Initial Term" has the meaning set forth in Section 4.

"Minimum Throughput Commitment" means an aggregate volume of 54,000 bpd of crude petroleum and petroleum products combined per Month; provided, however, that the Minimum Throughput Commitment during the Month in which the Commencement Date occurs shall be prorated in accordance with the ratio of the number of days, including and following the Commencement Date, in such Month to the total number of days in such Month.

"Minimum Throughput Capacity" has the meaning set forth in Section 2(b)(i).

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"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.

"Monthly Shortfall Payment" has the meaning set forth in Section 6(a).

"Notice Period" has the meaning set forth in Section 15(a).

"Party" and "Parties" each have the meaning set forth in the Preamble.

"Partnership Change of Control" means Tesoro Corporation 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 ..

"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 Service Order" has the meaning set forth in Section 7(a).

"Products Pipelines" has the meaning set forth in the Recitals.

"Receiving Party Personnel" has the meaning set forth in Section 20(d).

"Restoration" has the meaning set forth in Section 14(b)(ii).

"Segment" means each of the five (5) separate Short Haul Pipelines including (i) each of the two (2) Crude Pipelines that transport crude petroleum to the Storage Facility from the Plains All American Crude Terminal and the Chevron Crude Products Terminal, (ii) each of the two (2) Products Pipelines that transport petroleum products from the TRMC Salt Lake City Refinery to the Chevron Products Terminal, and (iii) the UNEV Connection, all as depicted in the diagram in Schedule B of this Agreement.

"Short Haul Pipelines" has the meaning set forth in the Recitals.

"SLC Refinery" has the meaning set forth in the Recitals.

"Storage Facility" has the meaning set forth in the Recitals.

"Suspension Notice" has the meaning set forth in Section 15(a).

"Term" has the meaning set forth in Section 4.

"Termination Notice" has the meaning set forth in Section 13(a).

"Transportation Fee" has the meaning set forth in Section 5.

"Transportation Right of First Refusal" has the meaning set forth in Section 12(d).

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"TLO" has the meaning set forth in the Preamble.

"TRMC" has the meaning set forth in the Preamble

"TRMC Termination Notice" has the meaning set forth in Section 13(b).

"UNEV Commencement Date" shall mean the date on which the UNEV Connection first becomes operational.

"UNEV Connection" has the meaning set forth in the Recitals.

"UNEV Connection Throughput Fee" has the meaning set forth in Section 5(c).

"UNEV Demand Charge" has the meaning set forth in Section 5(b).

"UNEV Excess Barrels" means, with respect to any calendar year during the Capital Recovery Period, all Barrels of petroleum products delivered by TRMC through the UNEV Connection during such calendar year in excess of the UNEV Minimum Throughput Commitment.

"UNEV Excess Barrels Payment" has the meaning set forth in Section 6(b).

"UNEV Minimum Throughput Commitment" means an aggregate volume of 420,000 Barrels of petroleum products per calendar year during the Capital Recovery Period, provided that, for the avoidance of doubt, the UNEV Minimum Throughput Commitment shall not apply to Barrels of petroleum products delivered by TRMC through the UNEV Connection during the period between the UNEV Commencement Date and the beginning of the Capital Recovery Period.


2.	VOLUME COMMITMENT; RESERVED CAPACITY

(a)Minimum Throughput Commitment. Each Month during the Term, TRMC shall ship the Minimum Throughput Commitment on the Short Haul Pipelines (excluding the UNEV Connection from the UNEV Commencement Date until the expiration of the Capital Recovery Period), or, in the event it fails to do so, shall remit to TLO the Monthly Shortfall Payment pursuant to Section 6(a) below. TRMC shall be deemed to have shipped its Minimum Throughput Commitment if the aggregate quantity of crude petroleum and refined petroleum products that TRMC ships on the Short Haul Pipelines (excluding the UNEV Connection from the UNEV Commencement Date until the expiration of the Capital Recovery Period) in any Month equals at least the Minimum Throughput Commitment, regardless of the particular Segments on which those shipments are made.


(b)	Minimum Throughput Capacity.

(i)Minimum Throughput Capacity. TLO represents to TRMC that as of the date hereof, the average throughput capacity of each Segment is set forth on Schedule C (the "Minimum Throughput Capacity"). TLO agrees to reserve the entire throughput capacity of each Segment (including any increase in the throughput capacity of any Segment in connection

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with a Capacity Expansion) for throughput by TRMC.��TLO shall maintain the average throughput capacity of each Segment at no less than the Minimum Throughput Capacity.

(ii)Capacity Expansion. TRMC may at any time make a written request to TLO to increase the throughput capacity of any Segment or to construct any new pipelines between the SLC Refinery, the Storage Facility or any local third party terminals (a "Capacity Expansion"), and shall include in such written request the parameters and specifications of the requested Capacity Expansion. Upon receiving such a request, TLO shall promptly evaluate the relevant factors related to such request, including, without limitation: engineering and design criteria, limitations affecting such Capacity Expansion and any related tankage, cost and financing factors and the effect of such Capacity Expansion on the overall operation of the Short Haul Pipelines. If TLO determines that such a Capacity Expansion is operationally and commercially feasible, TLO shall present a proposal to TRMC concerning the design of such Capacity Expansion, its projected costs and how such costs might be funded by or recovered from TRMC. If TLO determines that such a Capacity Expansion is not commercially or operationally feasible, it shall provide TRMC with an explanation of and justification for why it made such a determination. If TLO notifies TRMC that the Capacity Expansion may be commercially and operationally feasible, the Parties shall negotiate reasonably and in good faith to determine appropriate terms and conditions for the Capacity Expansion, which shall include, without limitation, the scope of the Capacity Expansion, the appropriate timing for constructing the Capacity Expansion and a mechanism for TLO to recover its costs, plus a reasonable return on capital associated with such Capacity Expansion, which may include, without limitation, direct funding of all or part of the costs by TRMC, an increase in Transportation Fee and/or an increase in the Minimum Throughput Commitment.

(c)UNEV Minimum Throughput Commitment. Each calendar year during the Capital Recovery Period, TRMC shall have the right to deliver the UNEV Minimum Throughput Commitment through the UNEV Connection.


3.	COMMENCEMENT DATE

The Parties agree that the "Commencement Date" was April 26, 2011.


4.	TERM

The initial term of this Agreement shall commence on the Commencement Date and shall continue through April 30, 2021 (the "Initial Term"); provided, however, that TRMC may, at its option, extend the Initial Term for up to two (2) renewal terms of five (5) years each (each, an "Extension Period") by providing written notice of its intent to TLO no less than ninety (90) days prior to the end of the Initial Term or the then-current Extension Period. The Initial Term, and any extensions of this Agreement as provided above, shall be referred to herein as the "Term".


5.	TRANSPORTATION FEES AND OTHER FEES AND CHARGES

(a)Transportation Fees.��TRMC agrees to pay to TLO a "Transportation Fee" set forth in a Pipeline Service Order (as defined below) for each Barrel of crude petroleum and refined petroleum products shipped by TRMC on the Short Haul Pipelines (excluding the UNEV Connection during the Capital Recovery Period.

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(b)UNEV Demand Charge. On the last day of each Calendar Quarter during the Capital Recovery Period, TRMC agrees to pay a "UNEV Demand Charge" set forth in a Pipeline Service Order to recover the capital expended in connection with the UNEV Connection.

(c)UNEV Connection Throughput Fee. On the last day of each Calendar Quarter during the Capital Recovery Period, TRMC agrees to pay a "UNEV Connection Throughput Fee" set forth in a Pipeline Service Order to recover the capital expended in connection with enabling TRMC to ship Barrels of refined petroleum products on the UNEV Connection.


6.	PAYMENTS

(a)Monthly Shortfall Payment. If, during any Month, actual shipments by TRMC on the Short Haul Pipelines (excluding the UNEV Connection during the Capital Recovery Period) are less than the Minimum Throughput Commitment, then TRMC shall pay to TLO, in addition to the Transportation Fee owed for actual Barrels shipped and delivered during such Month, an amount equal to (i) the amount of such shortfall (in Barrels) multiplied by (ii) the Transportation Fee (the "Monthly Shortfall Payment"). If, during any Month, TRMC ships Excess Barrels, then TRMC shall pay to TLO, in addition to the Transportation Fee owed for actual Barrels shipped and delivered during such Month, an amount equal to (i) all Excess Barrels multiplied by (ii) the Transportation Fee (the "Excess Barrels Payment"). The dollar amount of any Monthly Shortfall Payment included in the Monthly invoice described in Section 6(f) below and paid by TRMC shall be posted as a credit to TRMC's account (the "Credit"), and such Credit shall be applied in subsequent Monthly invoices against the Excess Barrels Payment owed by TRMC during any of the succeeding three (3) Months. Credits will be applied in the order in which such Credits accrue and any portion of the Credit that is not used by TRMC during the succeeding three (3) Months will expire (e.g., a Credit which accrues in January will be available in February, March and April, will expire at the end of April, and must be applied prior to applying any Credit which accrues in February).

(b)UNEV Excess Barrels Payment. If, with respect to any calendar year during the Capital Recovery Period, actual shipments by TRMC through the UNEV Connection exceed the UNEV Minimum Throughput Commitment, then TRMC shall pay to TLO, in addition to the UNEV Demand Charge and the UNEV Connection Throughput Fee, an amount equal to (i) the amount of UNEV Excess Barrels multiplied by (ii) the Transportation Fee (the "UNEV Excess Barrels Payment").

(c)Monthly Reconciliation. At the end of each Month, TLO will calculate the total fees that TRMC incurred for shipments on the Short Haul Pipelines (excluding the UNEV Connection from the UNEV Commencement Date until the expiration of the Capital Recovery Period) during such Month as follows:


(i)	Short Haul Pipeline Fees:


(A)	the Transportation Fee owed by TRMC for actual Barrels shipped during such Month; less

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(B)	any applicable Credits, provided, however, that the Credits applied in any Month shall not exceed the amount of Transportation Fees allocable for such Month to Excess Barrels; plus


(C)	any applicable Monthly Shortfall Payment for such Month.


(ii)	Other Fees. Any other fees or charges owed for such Month pursuant to a Pipeline Service Order.

(d)Quarterly Reconciliation.��On the last day of each Calendar Quarter, TLO will calculate the total fees that TRMC incurred for capital expenditure necessary to deliver the required infrastructure for the UNEV Connection capability shipments during such Calendar Quarter as follows:


(i)	the UNEV Demand Charge for each Calendar Quarter during the Capital Recovery Period; plus


(ii)	the UNEV Connection Throughput Fee for the Calendar Quarter during the Capital Recovery Period; plus


(iii)	Other Fees. Any other fees or charges owed for such Calendar Quarter pursuant to a Pipeline Service Order.

(e)Annual Reconciliation during the Capital Recovery Period. At the end of each calendar year during the Capital Recovery Period, TLO will calculate the total fees that TRMC incurred for UNEV Excess Barrel shipments on the UNEV Connection during such calendar year as follows:


(i)	the UNEV Excess Barrel Payment; plus


(ii)	Other Fees.��Any other fees or charges owed for such calendar year pursuant to a Pipeline Service Order.

(f)Invoice. TLO will invoice TRMC Monthly, quarterly and annually, as the case may be, providing its calculations of all the items set forth above, and all amounts owed shall be due and payable no later than ten (10) days after TRMC's receipt of TLO's invoice. Any past due payments owed by TRMC to TLO shall accrue interest, payable on demand, at the lesser of (x) 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 two percent (2%), and (y) the highest rate of interest (if any) permitted by Applicable Law, from the due date of the payment through the actual date of payment; however, interest on late payments is not an extension of credit by TLO and is without prejudice to any other remedies to which TLO may be entitled.

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7.	PIPELINE SERVICE ORDERS

(a)In addition to the throughput subject to the Minimum Volume Commitment and the UNEV Minimum Volume Commitment set forth in this Agreement, TLO and TRMC may enter into service orders 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.

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


(i)	Per-Barrel fees for the volumes TRMC throughputs through the Short Haul Pipelines (including the UNEV Connection);


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


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


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


(v)	Methods for adjusting fees and charges; and


(vi)	Measurement procedures to determine volumes being throughput through the Short Haul Pipelines (including the UNEV Connection).

(c)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.


8.	TRANSPORTATION SERVICES; VOLUME LOSSES

(a)The services provided by TLO pursuant to this Agreement shall only consist of the transportation of crude petroleum and refined petroleum products on the Short Haul Pipelines.

(b)TLO shall have no obligation to measure volume gains or losses of petroleum in the normal course of transportation, and shall have no liability to TRMC for physical losses of crude petroleum or petroleum products, except for losses resulting from gross negligence, willful misconduct or breach of this Agreement by TLO or its employees, agents or contractors.


9.	EXCLUSIVE SERVICE

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

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(a)Subject to Applicable Law, during the Term, each Segment of the Short Haul Pipelines shall be dedicated exclusively to the use of TRMC, and TLO shall not use any Segment 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 each active Segment continuously available to TRMC at all times, and shall ship all volumes of crude petroleum and products nominated by TRMC for shipment in such Segment 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 a Segment 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 SLC 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.


10.	REGULATORY MATTERS

(a)As of the date of this Agreement, the shipment of crude petroleum and refined petroleum products on the Short Haul Pipelines are not subject to regulation by the State of Utah.

(b)TLO has received a ruling by the FERC that the Short Haul Pipelines (excluding the UNEV Connection) are not subject to FERC jurisdiction. The Parties agree that the same factors that were relied upon by the FERC to make such determination also apply to the UNEV Connection. TRMC agrees that it will not, during the Term, challenge or assist others in challenging TLO's exemption from FERC regulation or seek or assist others in seeking a determination that the UNEV Connection is su ject to FERC regulation. TLO shall not take any further actions that would require any Segment (including the UNEV Connection) to subsequently become subject to regulation by the FERC, except as required by Applicable Law.

(c)The Parties are entering into this Agreement in reliance upon and shall fully comply with all Applicable Law which directly or indirectly affect the crude petroleum or refined petroleum products to be throughput hereunder, or any receipt, throughput delivery, transportation, handling or storage of crude petroleum or petroleum products hereunder or the ownership, operation or condition of the Storage Facility. Each Party shall fully comply with all Applicable Law associated with such Party's respective performance hereunder and the maintenance and operation of such Party's facilities. In the event any action or obligation imposed upon a Party under this Agreement shall at any time be in conflict with any requirement of Applicable Law, then this Agreement shall immediately be modified to conform the action or obligation so adversely affected to the requirements of Applicable Law, and all other provisions of this Agreement shall remain effective.

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


11.	LIMITATION ON LIABILITY

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, tort, or strict liability; provided that the foregoing limitation is not intended and shall not affect special damages imposed in favor of unaffiliated Persons that are not Parties to this Agreement.


12.	TERMINATION; RIGHT TO ENTER INTO NEW AGREEMENT

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

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

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

(b)If any of the Parties is in default as described above, then the non-defaulting Party 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, including the remedies of TRMC set forth below.

(c)Upon termination of this Agreement for reasons other than (x) a default by TRMC and (y) any other termination of this Agreement initiated by TRMC pursuant to Section 13 or Section 15, TRMC shall have the right to require TLO to enter into a new transportation services agreement with TRMC 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 TLO than fair market value terms as would be agreed by similarly-situated parties negotiating at arm's length;

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provided, however; that the term of any such new transportation services agreement shall not extend beyond April 30, 2031.

(d)In the event that TLO proposes to enter into a transportation services agreement with a third party upon termination of this Agreement for reasons other than (x) a default by TRMC and (y) any other termination of this Agreement initiated by TRMC pursuant to Section 13 or Section 15, TLO shall give TRMC 90 days' prior written notice of any proposed new 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 transportation agreement with TLO (the "Transportation 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 transportation services agreement during the First Offer Period, then TLO shall be obligated to enter into a transportation services agreement with TRMC on the terms set forth above. If TRMC does not exercise its Transportation 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 transportation services agreement. If no third party agreement is consummated during such ninety (90)-day period, the terms and conditions of this Section 12(d) shall again become effective.

(e)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.

(f)Termination by TLO and Payment of UNEV Demand Charge. If TLO elects to terminate this Agreement pursuant to Section 12(b) due to a TRMC default under Section 12(a)(ii) or due to TRMC's decision to suspend refining operations at the SLC Refinery pursuant to Section 15(a), then TLO may, by providing TRMC with at least ninety (90) days' prior written notice, require TRMC to pay any still unpaid portion of the UNEV Demand Charge on an accelerated basis by making such payment in full no later than one hundred and twenty (120) days after termination date of this Agreement. Such UNEV Demand Charge payment obligation by TRMC shall survive the termination of this Agreement to the extent not paid.


13.	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 particular Segment or Segments of the Short Haul Pipelines (including the UNEV Connection) 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 14 below, at any time after TLO delivers such Force Majeure Notice, either Party may terminate that portion of this Agreement relating to the affected Segment, 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

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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 may exercise its right under this Section 13(a) to terminate this Agreement as a result of a Force Majeure with respect to any machinery, storage, tanks, lines of pipe or other equipment that has been unaffected by, or has been restored to working order since, the applicable Force Majeure, including pursuant to a Restoration under Section 14.

(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 14 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 Throughput Commitment or the UNEV Minimum Throughput Commitment. If, for reasons of Force Majeure, TLO is prevented from shipping through the Short Haul Pipelines volumes equal to the full Minimum Throughput Commitment, then TRMC's obligation to ship the Minimum Throughput Commitment and pay the Monthly Shortfall Payment shall be reduced to the extent that TLO is prevented from shipping the full Minimum Throughput Commitment. At such time as TLO is capable of shipping through the Short Haul Pipelines volumes equal to the Minimum Throughput Commitment, TRMC's obligation to ship the full Minimum Throughput Commitment shall be restored. If, for reasons of Force Majeure, TLO is prevented from delivering through the UNEV Connection volumes equal to the full UNEV Minimum Throughput Commitment, then TRMC's obligation to deliver the UNEV Minimum Throughput Commitment shall be reduced to the extent that TLO is prevented from shipping the full UNEV Minimum Throughput Commitment. At such time as TLO is capable of delivering through the UNEV Connection volumes equal to the UNEV Minimum Throughput Commitment, TRMC's obligation to deliver the full UNEV Minimum Throughput Commitment shall be restored. In addition, if TRMC is prevented from receiving crude petroleum from the Crude Pipelines as a result of a Force Majeure event affecting the Storage Facility or other facilities owned by TLO, its obligation to ship the Minimum Throughput Commitment shall be reduced accordingly. TLO agrees that it shall declare a Force Majeure if TLO is prevented from shipping volumes equal to the full Minimum Throughput Commitment or the full UNEV Minimum Throughput Commitment due to the inability of any pipeline connecting to the Short Haul Pipelines to supply or accept crude petroleum or refined petroleum products, as applicable.


14.	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 and any Segment thereof (including the UNEV Connection). 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 crude

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petroleum or refined petroleum products on any Segment of the Short Haul Pipelines (including the UNEV Connection), 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.

(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 petroleum and refined 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 petroleum and refined petroleum products which are no less than the Minimum Throughput Capacity and the UNEV Connection to be capable, subject to Force Majeure, of delivering volumes of refined petroleum products which are no less than the UNEV Minimum Throughput Capacity.

(ii)If for any reason, including without limitation a Force Majeure event, the throughput capacity of any Segment of the Short Haul Pipelines should fall below the Minimum Throughput Capacity, or the throughput capacity of the UNEV Connection should fall below the UNEV Minimum Throughput Capacity then (A) during such period of reduced throughput capacity, TRMC's obligation to ship the Minimum Throughput Commitment or to deliver the UNEV Minimum Throughput Commitment, applicable shall be reduced as described in Section 13(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 or the UNEV Connection to restore the capacity of each Segment to the required Minimum Throughput Capacity and the capacity of the UNEV Connection to the required UNEV Minimum Throughput Capacity ("Restoration"). Except as provided below in Sections 14(c) and 14(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.

(iii)Notwithstanding the above provlSlons, except pursuant to a Capacity Expansion requested by TRMC, TLO shall not be required to install any additional pumping capacity or other improvements on the Crude Pipelines to facilitate shipment of a heavier grade of crude petroleum than has historically been shipped to the Storage Facility for use in the SLC Refinery. Upon request by TRMC for upgraded capacity for shipment of heavier crude petroleum grades in connection with a Restoration, the Parties shall negotiate in good faith arrangements whereby TLO will install suitable upgrades to the Crude Pipelines, consistent with Applicable Law, accepted pipeline design and operating procedures that will allow shipment of volumes of such heavier crude

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petroleum commensurate with historical volumes of lighter crude petroleum shipments, with TRMC to reimburse TLO for associated capital costs and increased operating costs, as otherwise provided herein.

(c)Capacity Resolution. In the event of the failure of TLO to maintain any Segment of the Short Haul Pipelines at its Minimum Throughput Capacity or its UNEV Minimum 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 SLC 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 13(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 crude petroleum or products 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 14(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt ofTLO'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.

(d)TRMC's Right To Cure. If at any time after the occurrence of (x) a Partnership Change of Control or (y) a sale ofthe SLC Refinery, TLO either (i) refuses or fails to meet with TRMC within the period set forth in Section 14(c), (ii) fails to agree to perform a Capacity Resolution in accordance with the standards set forth in Section 14(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 14(c), require TLO to complete a Restoration of the affected portions of the Short Haul Pipelines. Any such Restoration required under this Section 14(d) shall be completed by TLO at TRMC's cost. TLO shall use commercially reasonable efforts to continue to provide transportation of crude petroleum and refined petroleum products tendered by TRMC while such Restoration is being completed. Any work performed by TLO pursuant to this Section shall be performed and completed in a good and workmanlike manner consistent with applicable pipeline industry

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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 SLC 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.


15.	SUSPENSION OF SLC REFINERY OPERATIONS

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

(b)If refining operations at the SLC Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then TRMC shall remain liable for Monthly Shortfall Payments and UNEV Demand Charges under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. TRMC shall provide at least thirty (30) days' prior written notice of any suspension of operations at the SLC Refinery due to a planned turnaround or scheduled maintenance. Monthly Shortfall Payments due for each Month during which TRMC does not ship any volumes on the Short Haul Pipelines will be equal to (i) the Minimum Throughput Commitment multiplied by (ii) the Transportation Fee.


16.	INDEMNITIES

(a)Notwithstanding anything else contained in this Agreement, TLO shall release, defend, protect, indemnify, and hold harmless TRMC, and each of its respective affiliates, officers, directors, shareholders, agents, employees, successors-in-interest, and assignees 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 and, as applicable, its customers, representatives, and agents; (ii) loss of or damage to any property, products, material, and/or equipment belonging to TRMC and, as applicable, its customers, representatives, and agents, and each of their respective affiliates, contractors, and subcontractors (except for those volume losses provided for in Section 8); (iii) loss of or damage to any other property, products, material, and/or equipment of any other description (except for those volume losses provided for in Section 8), 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

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and omissions of TLO in connection with the ownership or operation of the Short Haul Pipelines and the UNEV Connection and the services provided hereunder, and, as applicable, its 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 TRMC due to violations of this Agreement by TLO, or, as applicable, its customers (other than TRMC), representatives, and agents; PROVIDED THAT TLO SHALL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS TRMC FROM AND AGAINST ANY CLAIMS TO THE EXTENT THEY RESULT FROM THE BREACH OF CONTRACT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TRMC.

(b)Notwithstanding anything else contained in this Agreement, TRMC shall release, defend, protect, indemnify, and hold harmless TLO, and each of its respective affiliates, officers, directors, shareholders, agents, employees, successors-in-interest, and assignees 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 and, as applicable, its carriers, customers, representatives, and agents; (ii) loss of or damage to any property, products, material, and/or equipment belonging to TLO and, as applicable, its carriers, customers, representatives, and agents, and each of their respective affiliates, contractors, and subcontractors (except for those volume losses provided for in Section 8); (iii) loss of or damage to any other property, products, material, and/or equipment of any other description (except for those volume losses provided for in Section 8), 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 and omissions of TRMC, in connection with TRMC's and its customers' use of the Short Haul Pipelines and the UNEV Connection and the services provided hereunder, and, as applicable, its customers, representatives, and agents, or those of their respective employees with respect to such matters; and (iv) any losses incurred by TLO due to violations of this Agreement by TRMC, or, as applicable, its Carriers, customers, representatives, and agents; PROVIDED THAT TRMC SHALL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS TLO FROM AND AGAINST ANY CLAIMS TO THE EXTENT THEY RESULT FROM THE BREACH OF CONTRACT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TLO. For the avoidance of doubt, nothing herein shall constitute a release by TRMC of any volume losses that are caused by the TLO's gross negligence, breach of this Agreement or willful misconduct.


17.	ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL

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

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

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

(d)TRMC's obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided, however, that in the case of any Partnership Change of Control; TRMC shall have the option to extend the Term of this Agreement as provided in Section 4. TLO shall provide TRMC with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.


18.	NOTICE

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

If to TRMC, to:

Tesoro Refining & Marketing Company LLC

19100 Ridgewood Parkway

San Antonio, Texas 78259

For legal notices:

Attention : Charles L. Magee, General Counsel

Phone: (253) 896-8766

Email: [email protected]

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For all other notices and communications:

Attention: Dennis C. Bak

Phone: (210) 626-4244

Email: [email protected]

If to TLO, to:

Tesoro Logistics Operations LLC

19100 Ridgewood Parkway

San Antonio, Texas 78259

For legal notices:

Tesoro Logistics Operations LLC

Attention: Charles S. Parrish, General Counsel

Phone: (210) 626-4280

Fax: (210) 745-4494

E-mail: [email protected]

For all other notices and communications:

Tesoro Logistics Operations LLC

Attention: Danielle Mendez, Contracts Administrator - Logistics

Phone: (210) 626-6529

Fax: (210) 579-4517

Email: [email protected]

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


19.	INSURANCE

(a)At all times during the Term of this Agreement and for a period of two (2) years after termination of this Agreement for any coverage maintained on a "claims-made" or "occurrence" basis, TRMC shall maintain at its expense the below listed insurance in the amounts specified below which are minimum requirements. 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 of Utah 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 of Utah. All limits listed below are required MINIMUM LIMITS:


(i)	Workers Compensation and Occupational Disease Insurance which fully complies with��Applicable Law of the State of Utah, in limits not less than statutory requirements;

-19-


(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, 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 TRMC;

(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 TRMC 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;


(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; clean up costs, defense, including costs and expenses incurred in the investigation, defense or settlement of claim; and


(vii)	Property Insurance, with a limit of no less than $1,000,000, which property insurance shall be first-party property insurance to adequately cover TRMC's owned property; including personal property of others.

(b)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)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 of this Agreement (and for any coverage maintained on a "claims-made" basis, for two (2) years after the termination of this Agreement), insurance

-20-

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)TRMC shall be solely responsible for any deductibles or self-insured retention.


20.	CONFIDENTIAL INFORMATION

(a)Obligations. Each Party shall use reasonable efforts to retain the other Party's 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 20. 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 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);

(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 20, 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 20(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 the New York Stock 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

-21-

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 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 20, and such archived or back-up Confidential Information shall not be accessed except as required by Applicable Law.

(d)Receiving Party Personnel. The rece1vmg Party will limit access to the Confidential Information of the disclosing Party to those of its employees, attorneys and contractors that have a need to know such information in order for the receiving Party to exercise or perform its rights and obligations under this Agreement (the "Receiving Party Personnel"). The Receiving Party Personnel who have access to any Confidential Information of the disclosing Party will be made aware of the confidentiality provision of this Agreement, and will be required to abide by the terms thereof. Any third party contractors that are given access to Confidential Information of a disclosing Party pursuant to the terms hereof shall be required to sign a written agreement pursuant to which such Receiving Party Personnel agree to be bound by the provisions of this Agreement, which written agreement will expressly state that it is enforceable against such Receiving Party Personnel by the disclosing Party.

(e)Survival. The obligation of confidentiality under this Section 20 shall survive the termination of this Agreement for a period of two (2) years.


21.	MISCELLANEOUS

(a)Modification; Waiver. This Agreement may be terminated, amended or modified only by a written instrument executed by the Parties. Any of the terms and conditions of this Agreement may be waived in writing at any time by the Party entitled to the benefits thereof. No waiver of any of the terms and conditions of this Agreement, or any breach thereof, will be effective unless in writing signed by a duly authorized individual on behalf of the Party against which the waiver is sought to be enforced. No waiver of any term or condition or of any breach of this Agreement will be deemed or will constitute a waiver of any other term or condition or of any later breach (whether or not similar), nor will such waiver constitute a continuing waiver unless otherwise expressly provided.

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

-22-

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

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

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

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

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

(h)Schedules and Exhibits. Each of the Schedules and Exhibits 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 PAGES FOLLOW]

-23-

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



�	�	TESORO REFINING & MARKETING COMPANY
�	�	LLC
�	�	�	�
�	�	By:	/s/ GREGORY J. GOFF
�	�	Name:	Gregory J. Goff
�	�	Title:	Chairman of the Board of Managers and President
�	�	�	�
�	�	�	�
�	�	�	�
�	�	�	�
�	�	TESORO LOGISTICS OPERATIONS LLC
�	�	By:	/s/ PHILLIP M. ANDERSON
�	�	Name:	Phillip M. Anderson
�	�	Title:	President
�	�	�	�
�	�	�	�

Signature Page to

Amended and Restated SLC Short Haul Pipelines

Transportation Services Agreement

SCHEDULE A

SCHEDULE B

UNEV Connection Diagram

SCHEDULE C

Crude Oil Pipeline Segments:

16" pipeline from Plains All American Pipeline to Storage Facility: 87,600 bpd

8" pipeline from Chevron Crude Products Terminal to Storage Facility: 30,000 bpd

Products Pipeline Segments:

6" diesel pipeline from SLC Refinery to Tesoro Logistics Northwest Pipeline Origin Station: 30,000 bpd

8" gasoline pipeline from SLC Refinery to Tesoro Logistics Northwest Pipeline Origin Station: 42,000 bpd

10" pipeline from SLC Refinery to Tesoro Logistics Northwest Pipeline Origin Station: 30,000 bpd. The Parties acknowledge that this Line has been converted from an idle crude line and extended to the UNEV Connection. This Pipeline will be considered as a Segment of the Short Haul Pipelines, including in calculations of Transportation Fees, Monthly Shortfall Payments and Credits.

UNEV Connection:

10" pipeline from the vicinity of the Tesoro Logistics Northwest Pipeline that connects to the UNEV Pipeline: 30,000 bpd. This Pipeline will be considered as a Segment of the Short Haul Pipelines, including in calculations of Transportation Fees (such calculations to expire on the last day of the Capital Recovery Period).

EXHIBIT I

PIPELINE SERVICE ORDER PURSUANT TO FIRST AMENDED AND

RESTATED TRANSPORTATION SERVICES AGREEMENT

This Pipeline Service Order is entered as of ___, 2014, by and among Tesoro Refining & Marketing Company LLC, a Delaware limited liability company ("TRMC"), and Tesoro Logistics Operations LLC, a Delaware limited liability company ("TLO"), pursuant to and in accordance with the terms of the Amended and Restated Transportation Services Agreement dated as of November 19, 2014, among such parties (the "Agreement").

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

Pursuant to Section 7 of the Agreement, the parties hereto agree to the following provisions:

[Insert applicable provisions:

Per-Barrel fees for the volumes TRMC throughputs through the Short Haul Pipelines and the UNEV Connection;

Any other services and the fees for such services;

Any capital expenditures and related costs to be incurred;

Any surcharges for additional capital expenditures and related costs; Methods for adjusting fees and charges; and

Measurement procedures to determine volumes being throughput through the Short Haul Pipelines and the UNEV Connection.

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.]

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



�	�	TESORO REFINING & MARKETING COMPANY
�	�	LLC
�	�	�	�
�	�	By:	�
�	�	Name:	Gregory J. Goff
�	�	Title:	President
�	�	�	�
�	�	�	�
�	�	�	�
�	�	�	�
�	�	TESORO LOGISTICS OPERATIONS LLC
�	�	�	�
�	�	By:	TESORO LOGISTICS LP,
�	�	�	its sole member
�	�	�	�
�	�	By:	TESORO LOGISTICS GP, LLC,
�	�	�	its general partner
�	�	�	�
�	�	By:	�
�	�	Name:	Phillip M. Anderson
�	�	Title:	President
�	�	�	�
�	�	�	�

Signature Page to

Amended and Restated SLC Short Haul Pipelines

Transportation Services Agreement

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