Form 425 Western Refining, Inc. Filed by: TESORO CORP /NEW/

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December 2, 2016 8:29 AM 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): November 29, 2016

Tesoro Corporation

(Exact name of registrant as specified in its charter)



Delaware	1-3473	95-0862768

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



19100 Ridgewood Pkwy San Antonio, Texas		78259-1828

(Address of principal executive offices)		(Zip Code)

(210) 626-6000

(Registrant’s telephone number,

including area code)

Not Applicable

(Former name or former address, if

changed since last report)

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




þ		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.

As previously disclosed, on November 16, 2016, Tesoro Corporation (the "Company" or "Tesoro") entered into a financing commitment letter (the "Original Commitment Letter") with Goldman Sachs Bank USA ("GS Bank") and Goldman Sachs Lending Partners LLC ("GSLP", and together with GS Bank, "Goldman Sachs") providing Goldman Sachs’ commitments with respect to debt financing to be utilized in connection with funding the Company’s proposed merger (the "Merger") with Western Refining, Inc. ("Western").

On November 29, 2016, the Company entered into an amended and restated commitment letter (the "Amended and Restated Commitment Letter") with GS Bank, JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd., a member of MUFG, a global financial group, Wells Fargo Bank, National Association, Wells Fargo Securities LLC, WF Investment Holdings, LLC, SunTrust Bank, SunTrust Robinson Humphrey, Inc., UBS AG, Stamford Branch and UBS Securities LLC (collectively, the "Commitment Parties"), which replaced and superseded the Original Commitment Letter and the commitments contemplated thereby in its entirety.

Subject to the terms and conditions set forth in the Amended and Restated Commitment Letter, the Commitment Parties have committed to provide (i) a 364-day senior unsecured bridge facility in an aggregate principal amount not to exceed $2.15 billion (the "Bridge Facility") and (ii) to the extent certain proposed amendments to the Company’s existing credit facility (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 30, 2016) (the "Existing Credit Facility") are not obtained, a senior secured backstop credit facility in an aggregate principal amount up to $2.0 billion (the "Backstop Facility") for purposes of refinancing the Existing Credit Facility. The terms and conditions of the Bridge Facility and the Backstop Facility are substantially the same as in the Original Commitment Letter.

The Amended and Restated Commitment Letter also contemplates certain amendments to the existing credit facility, and an incremental revolving facility in the aggregate principal amount of $1.0 billion (the "Incremental Facility"). The Company expects to use the proceeds of the initial borrowing under the Incremental Facility together with permanent financing in the form of senior unsecured notes, in lieu of the Bridge Facility, to pay all or a portion of the cash consideration in connection with the Merger, refinance certain indebtedness of Western and its subsidiaries, and pay related fees and expenses. There can be no assurance that the permanent financing will be completed.

The foregoing description of the Amended and Restated Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Commitment Letter, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference in this Current Report on Form 8-K.

FORWARD LOOKING STATEMENTS

This communication contains certain statements that are "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as "may," "will," "could," "anticipate," "estimate," "expect," "predict," "project," "future," "potential," "intend," "plan," "assume," "believe," "forecast," "look," "build," "focus," "create," "work" "continue" or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the proposed merger and the terms and conditions of certain planned financing for the Merger. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. For example, the expected timing and likelihood of completion of the proposed merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed merger that could reduce anticipated benefits or cause the parties to abandon the transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the possibility that stockholders of the Company may not approve the issuance of new shares of common stock in the merger or that stockholders of Western may not approve the merger agreement, the risk that the parties may not be able to satisfy the conditions to the proposed Merger or the Amended and Restated Commitment Letter in a timely manner or at all, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s common stock or Western’s common stock, and other factors. All such factors are difficult to predict and are beyond the Company’s control, including those detailed in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that are available on its website at http://www.tsocorp.com and on the SEC's website at http://www.sec.gov. The Company undertakes no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances that occur, or which the Company becomes aware of, except as required by applicable law or regulation. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

No Offer or Solicitation:

This communication relates to a proposed business combination between Western and Tesoro. This announcement is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information and Where to Find It:

This communication may be deemed to be solicitation material in respect of the proposed transaction between Tesoro and Western. In connection with the proposed transaction, Western and/or Tesoro may file one or more proxy statements, registration statements, proxy statement/prospectus or other documents with the SEC. This communication is not a substitute for the proxy statement, registration statement, proxy statement/prospectus or any other documents that Tesoro or Western may file with the SEC or send to stockholders in connection with the proposed transaction. STOCKHOLDERS OF TESORO AND WESTERN ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S) AND/OR PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of Western and/or Tesoro, as applicable. Investors and security holders will be able to obtain copies of these documents, including the proxy statement/prospectus, and other documents filed with the SEC (when available) free of charge at the SEC’s website, http://www.sec.gov. Copies of documents filed with the SEC by Tesoro will be made available free of charge on Tesoro’s website at http://www.tsocorp.com or by contacting Tesoro’s Investor Relations Department by phone at 210-626-6000. Copies of documents filed with the SEC by Western will be made available free of charge on Western’s website at http://www.wnr.com or by contacting Western’s Investor Relations Department by phone at 602-286-1530 or 602-286-1533.

Participants in the Solicitation:

Tesoro and its directors and executive officers, and Western and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Tesoro common stock and Western common stock in respect of the proposed transaction. Information about the directors and executive officers of Tesoro is set forth in the proxy statement for Tesoro’s 2016 Annual Meeting of Stockholders, which was filed with the SEC on March 22, 2016, and in the other documents filed after the date thereof by Tesoro with the SEC. Information about the directors and executive officers of Western is set forth in the proxy statement for Western’s 2016 Annual Meeting of Shareholders, which was filed with the SEC on April 22, 2016, and in the other documents filed after the date thereof by Western with the SEC. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



10.1			Amended and Restated Commitment Letter, dated November 29, 2016, among Tesoro Corporation, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd., a member of MUFG, a global financial group, Wells Fargo Bank, National Association, Wells Fargo Securities LLC, WF Investment Holdings LLC, SunTrust Bank, SunTrust Robinson Humphrey, Inc., UBS AG, Stamford Branch and UBS Securities LLC.

SIGNATURES

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

Date: December 2, 2016




	TESORO CORPORATION
	By:	/s/ STEVEN M. STERIN
		Steven M. Sterin
		Executive Vice President and Chief Financial Officer

Index to Exhibit



Exhibit Number		Description
10.1		Amended and Restated Commitment Letter, dated November 29, 2016, among Tesoro Corporation, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd., a member of MUFG, a global financial group, Wells Fargo Bank, National Association, Wells Fargo Securities LLC, WF Investment Holdings LLC, SunTrust Bank, SunTrust Robinson Humphrey, Inc., UBS AG, Stamford Branch and UBS Securities LLC.

Exhibit 10.1

EXECUTION VERSION



GOLDMAN SACHS BANK USA 200 West Street New York, NY 10282		JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, NY 10179
MIZUHO BANK, LTD. 1251 Avenue of The Americas New York, NY 10020	MUFG 1221 Avenue of The Americas New York, NY 10020		WELLS FARGO BANK, NATIONAL ASSOCIATION WELLS FARGO SECURITIES, LLC WF INVESTMENT HOLDINGS, LLC 550 South Tryon Street Charlotte, NC 28202
SUNTRUST BANK SUNTRUST ROBINSON HUMPHREY, INC. 3333 Peachtree Road Atlanta, GA 30326		UBS AG, STAMFORD BRANCH 677 Washington Avenue Stamford, CT 06901 UBS SECURITIES LLC 1285 Avenue of the Americas New York, NY 10019

Highly Confidential

November 29, 2016

Tesoro Corporation
19100 Ridgewood Pkwy

San Antonio, TX 78259

Attention: Stephan Tompsett

Project Lisa
Amended and Restated Commitment Letter

Ladies and Gentlemen:

You have advised Goldman Sachs Bank USA (“GS Bank”), JPMorgan Chase Bank, N.A. (“JPMorgan”), Mizuho Bank, Ltd. (“Mizuho”), The Bank of Tokyo-Mitsubishi UFJ, Ltd., a member of MUFG, a global financial group (“MUFG”), Wells Fargo Bank, National Association (“Wells Fargo Bank”), Wells Fargo Securities, LLC (“Wells Fargo Securities”), WF Investment Holdings, LLC (“Wells Fargo Holdings”), SunTrust Bank (“SunTrust Bank”), SunTrust Robinson Humphrey, Inc. (“STRH”), UBS AG, Stamford Branch (“UBS AG”), UBS Securities LLC (“UBS Securities” and, together with GS Bank, JPMorgan, Mizuho, MUFG, Wells Fargo Bank, Wells Fargo Securities, Wells Fargo Holdings, SunTrust Bank, STRH and UBS AG, collectively the “Commitment Parties”, “we” or “us”) that Tesoro Corporation, a Delaware corporation (the “Borrower” or “you”), will acquire (the “Acquisition”) Western Refining, Inc., a Delaware corporation (the “Target”). You have further advised us that, in connection with the foregoing, you intend to consummate the other Transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description and in the Term Sheets described below. This commitment letter, together with all Exhibits hereto, is referred to as this

“Commitment Letter”. As of the date hereof, the Commitment Letter dated November 16, 2016, among GS Bank, Goldman Sachs Lending Partners LLC (“GSLP”) and the Borrower (together with all Exhibits thereto, the “Original Commitment Letter”) shall be deemed amended and restated in its entirety as set forth in this Commitment Letter, and the agreements, terms and conditions set forth in this Commitment Letter shall control in their entirety the agreements, terms and conditions set forth in the Original Commitment Letter. For the avoidance of doubt, as of the date hereof, GSLP shall not have any commitment under either this Commitment Letter or the Original Commitment Letter.

1.Commitment. Based upon the foregoing, on the terms set forth in this Commitment Letter and subject only to the conditions expressly set forth in Exhibit E of this Commitment Letter, (a) GS Bank hereby commits to provide to the Borrower 30%, JPMorgan hereby commits to provide to the Borrower 15%, Mizuho hereby commits to provide to the Borrower 15%, MUFG hereby commits to provide to the Borrower 15%, Wells Fargo Holdings hereby commits to provide to the Borrower 15%, SunTrust Bank hereby commits to provide to the Borrower 5% and UBS AG hereby commits to provide to the Borrower 5%, in each case, of the aggregate principal amount of the Bridge Facility upon the principal terms set forth in the 364-day Senior Unsecured Bridge Facility Summary of Principal Terms and Conditions attached hereto as Exhibit B and incorporated by reference herein (the “Bridge Facility Term Sheet”) and (b) if the requisite consent of the Existing Lenders (as defined below) for the Specified Amendment is not obtained under the Existing Credit Facility on or prior to the Closing Date, then GS Bank hereby commits to provide to the Borrower 30%, JPMorgan hereby commits to provide to the Borrower 15%, Mizuho hereby commits to provide to the Borrower 15%, MUFG hereby commits to provide to the Borrower 15%, Wells Fargo Bank hereby commits to provide to the Borrower 15%, SunTrust Bank hereby commits to provide to the Borrower 5% and UBS AG hereby commits to provide to the Borrower 5%, in each case, of the Backstop Facility to replace the Existing Credit Facility upon the principal terms set forth in the Senior Secured Backstop Facility Summary of Principal Terms and Conditions attached hereto as Exhibit D and incorporated by reference herein (the “Backstop Facility Term Sheet” and, together with the Transaction Description, the Summary of Existing Credit Facility Amendments attached hereto as Exhibit C, the Conditions Precedent to the Closing attached hereto as Exhibit E and the Bridge Facility Term Sheet, the “Term Sheets”). It is understood and agreed that any event occurring after the date hereof and prior to the initial funding of the Bridge Facility on the Closing Date that would result in a mandatory prepayment or commitment reduction with respect to the Bridge Facility as set forth in the Bridge Facility Term Sheet under “Mandatory Prepayments/Commitment Reductions” shall reduce the amount of the Bridge Facility, and the aggregate amount of the Commitment Parties’ commitments hereunder in respect of the Bridge Facility (on a pro rata basis as between the Commitment Parties, based on the amount of their respective commitments under the Bridge Facility), on a dollar-for-dollar basis, and you agree to give the Commitment Parties prompt written notice of the occurrence of any such event, together with a reasonably detailed calculation of the amount of any such reduction. It is understood and agreed that the commitments and other obligations of the Commitment Parties hereunder are several and not joint. As used in this Commitment Letter, the term “Facilities” means the Bridge Facility, the Backstop Facility and the Incremental Revolving Facility, and the term “Committed Facilities” means the Bridge Facility and the Backstop Facility.

2. Appointment of Roles. You hereby appoint (a) GS Bank, JPMorgan, Mizuho, MUFG and Wells Fargo Securities to act, and each of GS Bank, JPMorgan, Mizuho, MUFG and Wells Fargo Securities hereby agrees to act, (i) as joint lead arrangers and joint bookrunners for the Bridge Facility (in such capacities, the “Bridge Lead Arrangers”) and (ii) as joint lead arrangers and joint bookrunners for the Backstop Facility (in such capacities, the “Backstop Lead Arrangers”), (b) GS Bank to act, and GS Bank hereby agrees to act, as the sole administrative agent for the Bridge Facility and as the sole administrative agent for the Backstop Facility, and (c) STRH and UBS Securities to act, and each of STRH and UBS Securities hereby agrees to act, as co-managers for each of the Bridge Facility and the Backstop Facility, in each case on the terms set forth in this Commitment Letter and subject only to the conditions expressly set forth in Exhibit E to this Commitment Letter.

You also hereby appoint JPMorgan and GS Bank to act, and each of JPMorgan and GS Bank hereby agrees to act, as joint lead arrangers and joint bookrunners (in such capacities, the “Amendment Lead Arrangers” and, together with the Bridge Lead Arrangers and the Backstop Lead Arrangers, the “Lead Arrangers”) for the arrangement of the Existing Credit Facility Amendment and the Incremental Revolving Facility. In its capacity as Amendment Lead Arranger, each Amendment Lead Arranger agrees to use its commercially reasonable efforts to obtain the requisite consent of lenders under the Existing Credit Facility (the “Existing Lenders”) to the Existing Credit Facility Amendment and to arrange a syndicate of Lenders (as defined below) to provide the Incremental Revolving Facility, it being understood and agreed that (a) the Amendment Lead Arrangers shall endeavor to obtain the requisite consent to the Existing Credit Facility Amendment within 90 days after the date hereof, (b) the Additional Amendment may be obtained in the same amendment agreement as the Specified Amendment or in one or more subsequent amendment agreements, all as determined by the Amendment Lead Arrangers, and obtaining the requisite consent for the Additional Amendment or arranging the Incremental Revolving Facility shall not be a condition to or cause for delay in entering into the Specified Amendment, and (c) if the requisite consent for the Specified Amendment shall not have been obtained on or prior to the date that is 90 days after the date hereof, the Amendment Lead Arrangers may at their discretion cease seeking to obtain the requisite consents for the Existing Credit Facility Amendment and to arrange the Incremental Revolving Facility. You acknowledge that this Commitment Letter is neither an expressed nor an implied commitment by any Amendment Lead Arranger or any affiliate of any Amendment Lead Arranger to consummate the Existing Credit Facility Amendment (or any part thereof) or to provide any portion of the Incremental Revolving Facility or to hold or purchase any existing loans or commitments under the Existing Credit Facility in order to facilitate the consummation of the Existing Credit Facility Amendment (or any part thereof), nor is it a guarantee with respect to the outcome of the Existing Credit Facility Amendment or the arrangement of the Incremental Revolving Facility. The obligations of the Amendment Lead Arrangers to endeavor to arrange the requisite consent to the Existing Credit Facility Amendment, or to arrange the Incremental Revolving Facility, shall not require any Amendment Lead Arranger or any affiliate of any Amendment Lead Arranger to share any of the fees payable to it in connection with the Transactions (or otherwise expend any amounts) in order to achieve such consents or successful arrangement.

It is agreed that no other agents, co-agents, arrangers, co-arrangers, bookrunners, managers or co-managers will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this Commitment Letter or the Fee Letters (as defined below)) will be paid by you or your subsidiaries to any Lender as consideration for its participation in the Facilities or to any Existing Lender as consideration to its consent to the Existing Credit Facility Amendment, in any case relating to the Existing Credit Facility Amendment or the Incremental Revolving Facility, unless you, JPMorgan and GS Bank shall so agree, and in any other case, unless you and we shall so agree. It is further agreed that (a) GS Bank will appear on the top left of the cover page of any marketing materials for each of the Bridge Facility and the Backstop Facility, and will hold the roles and responsibilities conventionally understood to be associated with such name placement, and (b) JPMorgan will appear on the top left of the cover page of any marketing materials for the Incremental Revolving Facility and the Existing Credit Facility Amendment, and will hold the roles and responsibilities conventionally understood to be associated with such name placement.

3. Syndication. The Commitment Parties will syndicate the Incremental Revolving Facility and reserve the right, prior to or after the execution of the definitive documentation therefor, to syndicate the Committed Facilities to one or more financial institutions or other lenders in consultation with and reasonably acceptable to you (together with the Commitment Parties, the “Lenders”), it being understood that Permitted Lenders (as defined below) are reasonably acceptable to you, and you understand that the Facilities may be separately syndicated. The Commitment Parties agree not to syndicate the Facilities to, or assign their commitments under the Committed Facilities to, (a) certain banks, financial institutions and other institutional lenders that have been specified by you in writing to GS Bank on November 16, 2016, (b) any of your competitors that have been specified to the Lead Arrangers by you in writing before the Closing Date or to the applicable Administrative Agent by you in writing after the Closing Date at any time and from time to time and (c) in the case of each of clauses (a) and (b), any of their respective affiliates (other than any bona fide debt funds) that are either (x) identified in writing to the Lead Arrangers or, after the Closing Date, the applicable Administrative Agent by you from time to time or (y) clearly identifiable as affiliates of such persons on the basis of the similarity of such affiliate’s name (the foregoing persons, collectively, the “Disqualified Lenders”), it being understood and agreed that the foregoing provisions shall not apply retroactively to disqualify any person that shall have become a Disqualified Lender after the date of the launch of the general syndication for any Facility if such person shall have become a Lender or participant (or shall have been allocated a commitment as part of the general syndication of such Facility) prior thereto, but shall disqualify such person from taking any further assignment or participation thereafter). Notwithstanding our right to syndicate the Facilities and to receive commitments with respect thereto, other than (i) in connection with any assignment between a Commitment Party and any of its affiliates (including, for the avoidance of doubt, between GS Bank and GSLP), (ii) any assignment to any person that (A) is an Existing Lender as of November 16, 2016 or (B) is a commercial or investment bank or an insurance company that, in each case under this clause (B), at the time of such assignment has a long-term senior unsecured, non-credit enhanced debt rating of at least BBB by Standard & Poor’s Ratings Service (“S&P”) or Baa2 by Moody’s Investors Service, Inc. (“Moody’s”) and is not a Disqualified Lender or (iii) any assignment to any other person to which you shall have consented in writing (each assignee described in clauses (i), (ii) and (iii) above being

referred to as a “Permitted Lender”), (A) no Commitment Party shall be relieved, released or novated from its obligations hereunder (including its obligation to fund the Committed Facilities on the Closing Date) in connection with any syndication, assignment or participation of the Committed Facilities until after the Closing Date has occurred, (B) no assignment or novation shall become effective (as between you and any of us) with respect to all or any portion of any Commitment Party’s commitments in respect of any Committed Facility until the initial funding of such Committed Facility by such Commitment Party and (C) unless you otherwise agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Committed Facilities and this Commitment Letter, including all rights with respect to consents, modifications, supplements, waivers and amendments, until after the Closing Date has occurred.

Until the earlier to occur of (a) the date on which a Successful Syndication (as defined in the Arranger Fee Letter) shall have occurred and (b) 60 days after the Closing Date (such period, the “Syndication Period”), you agree to assist us in arranging the Existing Credit Facility Amendments and completing syndications of the Facilities that are reasonably satisfactory to the Lead Arrangers and you. Such assistance shall include (i) your using commercially reasonable efforts to ensure that the arrangement and syndication efforts benefit from your and your subsidiaries’ existing banking relationships and, to the extent practical and appropriate, the existing banking relationships of the Target and its subsidiaries, (ii) direct contact between your senior management, on the one hand, and the Existing Lenders and the proposed Lenders, on the other hand (and subject to your rights under the Acquisition Agreement, your using commercially reasonable efforts to ensure such contact between the senior management of the Target, on the one hand, and the Existing Lenders and the proposed Lenders, on the other hand), at such times during normal business hours as are mutually agreed, (iii) your assistance (and subject to your rights under the Acquisition Agreement, your using commercially reasonable efforts to cause the Target and its subsidiaries to assist) in prompt preparation of customary confidential information memoranda (the “Confidential Information Memoranda”) and other customary marketing materials to be used in connection with the arrangement and syndication efforts by providing information and other customary materials reasonably requested by any of us in connection therewith (such marketing materials and the Confidential Information Memoranda, collectively, with the Term Sheets and the information and projections referred to in the next succeeding paragraph, the “Information Materials”), (iv) the hosting, with the Lead Arrangers, of one or more meetings of and conference calls with the Existing Lenders and the prospective Lenders, at times and locations mutually agreed upon and upon reasonable advance notice (provided that, without your consent, there shall be no more than one general bank meeting for the Incremental Revolving Facility and one general bank meeting for the Committed Facilities), (v) your ensuring that there are not any competing issues of debt securities or commercial bank or other credit facilities (including incremental commitments or loans or extensions of existing commitments or loans) of you or your subsidiaries (and, subject to your rights under the Acquisition Agreement, your using commercially reasonable efforts to ensure the same with respect to the Target and its subsidiaries) offered, placed, announced or arranged (excluding the Facilities, the Term Loan Facility, the Senior Notes or any other debt securities issued for the purpose of consummating the Acquisition or any debt securities issued by, or commercial bank or other credit facilities of, Tesoro Logistics LP, a Delaware limited partnership (“Tesoro Logistics”), and its subsidiaries), to the extent such offering, placement, announcement or arrangement could

reasonably be expected to materially impair the arrangement of the Specified Amendment, the arrangement or the primary syndication of the Facilities or the marketing of the Senior Notes or the Term Loan Facility, in each case, without the prior written consent of the Lead Arrangers (such consent not to be unreasonably withheld or delayed) (it being understood that the Borrower’s and its subsidiaries’ deferred purchase price obligations, ordinary course working capital facilities (other than any new or incremental revolving credit facilities), borrowings under existing facilities (other than under any incremental commitments established or extended under such facilities after November 16, 2016) and ordinary course capital leases, purchase money and equipment financings, and any indebtedness of the Target and its subsidiaries permitted to be incurred and remain outstanding pursuant to the Acquisition Agreement will not, in each case, be deemed to materially impair the arrangement of the Specified Amendment, the primary syndication of the Facilities or the marketing of the Senior Notes or the Term Loan Facility), and (vi) prior to the launch of the arrangement and syndication of the Facilities and the commencement of the marketing period for the Senior Notes, using your commercially reasonable efforts to (x) obtain an updated monitored public corporate credit rating from S&P and an updated monitored public corporate family rating from Moody’s, in each case, with respect to the Borrower and (y) obtain public ratings of the Senior Notes and, if applicable, the Term Loan Facility from each of S&P and Moody’s. Such assistance shall also include, in respect of the Existing Credit Facility Amendment, your cooperating with the Amendment Lead Arrangers in seeking to obtain the requisite consent of the Existing Lenders to the Existing Credit Facility Amendment (including, without limitation, by negotiating in good faith the terms of the Existing Credit Facility Amendment (including as to such amendments of the Existing Credit Facility as may be reasonably requested by the Existing Lenders in respect of the Acquisition and the Target and its subsidiaries and by consenting to such assignments under the Existing Credit Facility as the Amendment Lead Arrangers may request be made to facilitate obtaining such requisite consent) and your entering into the Specified Amendment at such time as the Amendment Lead Arrangers shall advise you that the Existing Lenders are willing to provide the requisite consent thereto. Without limiting your obligations to assist with arrangement and syndication efforts as set forth above, each Commitment Party agrees that neither the obtaining of the requisite consent to the Existing Credit Facility Amendment nor the commencement or the completion of the syndication of any Facility or the receipt of any rating referred to above is a condition to its commitment hereunder.

The Lead Arrangers will manage, in consultation with you, all aspects of the arrangement and syndication of the Facilities and the arrangement of the Existing Credit Facility Amendment, including, without limitation, selection of Lenders, determination of when the Lead Arrangers will approach the Existing Lenders or potential Lenders and the time of acceptance of the Lenders’ commitments or the Existing Lenders’ consents and any naming rights, and will, subject to your consent in the case of any Lender that is not a Permitted Lender, determine the Lenders whose commitments will be accepted, the final allocations of the commitments among the Lenders and the amount and distribution of fees among the Existing Lenders and the Lenders. To assist the Lead Arrangers in their syndication and arrangement efforts, you agree promptly to prepare and provide to the Lead Arrangers (and, subject to your rights under the Acquisition Agreement, to use commercially reasonable efforts to cause the Target to prepare and provide to the Lead Arrangers) all customary information with respect to you, the Target and your and its subsidiaries and the Transactions, including, without limitation, all customary financial information and the projections

of and other forward-looking information with respect to you, the Target and your and its subsidiaries after the Transactions (the “Projections”), that the Lead Arrangers may reasonably request in connection with the structuring, arrangement and syndication of the Facilities and the arrangement of the Existing Credit Facility Amendment.

You acknowledge that (a) subject to the confidentiality obligations contained herein, the Commitment Parties on your behalf will make available the Information Materials and other information relating to the Existing Credit Facility Amendment and the Facilities, including drafts and final definitive documentation with respect thereto, to the Existing Lenders and the proposed Lenders by posting the Information Materials and such other information on IntraLinks, SyndTrak, Datasite or another similar electronic system, in accordance with the Lead Arrangers’ standard syndication practices (including hard copy and via electronic transmissions), it being understood and agreed that all information so disseminated or provided shall continue to be subject to the terms of any written confidentiality agreements heretofore or hereafter executed by the Lead Arrangers and the confidentiality provisions set forth herein, and (b) certain Existing Lenders and prospective Lenders (such Lenders, “Public Lenders”; all other Existing Lenders or Lenders, “Private Lenders”) may have personnel that do not wish to receive Private Lender Information (as defined below). If requested, you agree to assist in the preparation of a version of the Confidential Information Memoranda (and related marketing materials) and presentations to be distributed to Public Lenders in connection with the arrangement of the Existing Credit Facility Amendment and the arrangement and syndication of the Facilities consisting exclusively of information and documentation that is either (i) publicly available or (ii) not material with respect to you, your subsidiaries, the Target or its subsidiaries or any securities of any of the foregoing for purposes of the United States Federal or state securities laws (the information and documentation described in clauses (i) and (ii) being “Public Lender Information”). Any information and documentation that is not Public Lender Information is referred to herein as “Private Lender Information”. You further agree that, unless expressly designated as “PUBLIC”, each document to be disseminated by the Lead Arrangers to any Existing Lender or any Lender in connection with the arrangement of the Existing Credit Facility Amendment or the arrangement and syndication of the Facilities will be deemed to contain Private Lender Information. It is understood that in connection with your assistance described above, customary authorization letters will be included in any Confidential Information Memorandum that authorize the distribution of such Confidential Information Memorandum to the Existing Lenders or prospective Lenders, containing a representation from you to the Lead Arrangers that the public-side version does not include any Private Lender Information and a customary “10b-5” representation consistent with Section 6 below (and you shall, subject to your rights under the Acquisition Agreement, use commercially reasonable efforts to cause the Target to deliver customary authorization letters containing such representations from the Target to the Lead Arrangers, it being understood that the customary “10b-5” representation by the Target, in the case of authorization letters delivered by the Target, shall not be qualified by knowledge), and exculpating (x) the Commitment Parties and their respective affiliates with respect to any liability related to the use of the contents of such Confidential Information Memorandum or any related marketing material by the recipients thereof and (y) you and your subsidiaries with respect to any liability related to the misuse of the contents of such Confidential Information Memorandum. You agree that the Commitment Parties on your behalf may distribute the following documents to all Public Lenders and Private Lenders (other than Disqualified Lenders), unless, after having been given a reasonable

opportunity to review such documents, you advise the Commitment Parties that such material should only be distributed to Private Lenders: (a) drafts and final definitive documentation with respect to the Facilities and the Existing Credit Facility Amendment; (b) administrative materials prepared by the Lead Arrangers for the Existing Lenders or prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda); and (c) notification of changes in the terms of the Facilities or the Existing Credit Facility Amendment. If you advise us in writing that any of the foregoing items should be distributed only to Private Lenders, then the Commitment Parties will not distribute such materials to Public Lenders without further discussions with you. At our request, you shall designate information to be distributed solely to Public Lenders by clearly and conspicuously designating the same as “PUBLIC” (it is understood that you shall not otherwise be under any obligation to designate information as “PUBLIC”).

4. Fees. As consideration for our commitments hereunder and our undertakings to arrange, manage, structure and syndicate the Facilities and arrange the Existing Credit Facility Amendment, you agree to pay to us the fees and fulfill the other obligations set forth in the Term Sheets and in the amended and restated arranger fee letter dated the date hereof, among us and you (the “Arranger Fee Letter”; the original arranger fee letter dated November 16, 2016, among you, GS Bank and GSLP that is being so amended and restated is referred to herein as the “Original Arranger Fee Letter”), the revolver administrative agent fee letter dated the date hereof, between you and JPMorgan (the “Revolver Administrative Agent Fee Letter”) and the administrative agent fee letter dated November 16, 2016, among you, GS Bank and GSLP (the “Administrative Agent Fee Letter” and, together with the Arranger Fee Letter and the Revolver Administrative Agent Fee Letter, the “Fee Letters”).

5. Conditions Precedent. Our respective commitments and agreements hereunder are subject solely to the satisfaction or waiver of the conditions expressly stated in Exhibit E hereto; it being understood that there are no conditions (implied or otherwise) to our respective commitments hereunder (including compliance with the terms of the Commitment Letter, the Fee Letters and the Loan Documents) other than those that are expressly stated in Exhibit E (and upon satisfaction or waiver of such conditions, the initial funding under the Committed Facilities shall occur). Notwithstanding anything in this Commitment Letter, the Fee Letters, the Loan Documents or any other letter agreement or other undertaking to the contrary, (a) the only representations and warranties the accuracy of which shall be a condition to availability of the Committed Facilities on the Closing Date shall be (i) the Acquisition Agreement Representations (as defined below) and (ii) the Specified Representations (as defined below) and (b) the terms of the Loan Documents, to the extent not expressly set forth in the Exhibits hereto, shall be in a form such that they do not impair availability of the Committed Facilities on the Closing Date if the conditions expressly set forth in Exhibit E hereto are satisfied. For purposes of the foregoing, (A) “Acquisition Agreement Representations” means such representations and warranties made by the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you (or your applicable subsidiaries) have the right (taking into account any applicable cure periods) to terminate your (or its) obligation to consummate the Acquisition under the Acquisition Agreement or the right not to consummate the Acquisition pursuant to the Acquisition Agreement as a result of a breach of such representations and warranties, and (B) “Specified Representations” means the representations and warranties of the Loan Parties set forth in the Loan Documents relating to

corporate or other organizational existence of the Loan Parties, organizational power and authority (as to execution, delivery and performance of the Loan Documents) of the Loan Parties, the due authorization, execution and delivery of the Loan Documents by the Loan Parties, enforceability and governmental authorizations, in each case as it relates to entering into and performance of the Loan Documents against or by the Loan Parties, the Loan Documents not conflicting with the Loan Parties’ respective organizational documents, the Loan Documents and the Transactions not conflicting with the Existing Tesoro Indentures (as defined below), solvency as of the Closing Date (after giving effect to the Transactions) of the Borrower and its restricted subsidiaries on a consolidated basis (such representation and warranty to be consistent with the solvency certificate in the form set forth in Exhibit F hereto), Federal Reserve margin regulations, Investment Company Act status, subject to permitted liens, the creation, validity and perfection of the security interests granted in the collateral (solely in the case of the Backstop Facility), compliance with Patriot Act and use of proceeds not violating OFAC and FCPA. The provisions in this Section 5 are referred to as the “Limited Conditionality Provisions.” For the avoidance of doubt, “Loan Documents” as used in this Commitment Letter shall mean (i) if the Specified Amendment is not obtained prior to the Closing Date, the Bridge Documentation and the Backstop Documentation and (ii) if the Specified Amendment is obtained prior to the Closing Date, the Bridge Documentation only. For purposes of the foregoing, “Existing Tesoro Indentures” means (x) Indenture dated as of March 18, 2014, between the Borrower and U.S. Bank National Association, as trustee, and (y) Indenture, dated as of September 27, 2012, between the Borrower and U.S. Bank National Association, in each case, together with the forms of notes issued thereunder and as supplemented from time to time.

6. Information. You hereby represent and warrant (but the accuracy of such representation and warranty shall not be a condition to the commitments hereunder or the funding of the Committed Facilities) that (a) all written information (other than the Projections, estimates and information of a general economic, forward looking or industry nature and, prior to the Closing Date, limited to your knowledge in the case of any such information as to the Target and its subsidiaries) (the “Information”) that has been or will be made available to any of the Commitment Parties by you or any of your representatives or affiliates on your behalf, when taken as a whole, is or will be, when furnished, correct in all material respects and does not or will not, as the case may be, taken as a whole, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (when taken as a whole after giving effect to all supplements and updates thereto) and (b) the Projections that have been made or will be made available to any of the Commitment Parties by you or any of your representatives or affiliates on your behalf and that have or will be made available to any of the Commitment Parties or any Lender in connection with the Transactions have been or will be, as the case may be, prepared in good faith based upon assumptions believed by the preparer thereof to be reasonable at the time so made available (it being recognized by us that such Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, are not to be viewed as facts, that actual results during the period or periods covered by any such Projections may differ from the projected results and such differences may be material, and that no assurance can be given that any projection will be realized). You agree to supplement the Information and the Projections from time to time until the later of the Closing Date and the completion of the Syndication Period so that, assuming such Information and the Projections were so made available at any time prior to

such later date, the representation and warranty in the preceding sentence remains correct. In syndicating and arranging the Facilities and the Existing Credit Facility Amendment, we will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof.

7. Expenses. You agree to pay or reimburse each Commitment Party for all reasonable and documented out-of-pocket fees and expenses (including, without limitation, expenses of such Commitment Party’s due diligence investigation, syndication expenses, travel expenses and reasonable fees, disbursements and other charges of outside counsel identified in the Term Sheets and one local counsel (limited to a single firm of counsel for all of the Commitment Parties) retained in any material relevant jurisdiction to the extent reasonably necessary) incurred by such Commitment Party or its affiliates (whether incurred before or after the date hereof) in connection with the Facilities and the Existing Credit Facility Amendment and the preparation, negotiation, execution and delivery of this Commitment Letter, the Original Commitment Letter, the Fee Letters, the Original Arranger Fee Letter, the Loan Documents and any security arrangements in connection therewith and any such fees and expenses incurred in connection with the enforcement of any of the Commitment Parties’ rights and remedies hereunder.

8. Indemnification. You agree to indemnify and hold harmless each Commitment Party and its affiliates and each Commitment Party’s and its affiliates’ respective officers, directors, employees, advisors, agents, other representatives, controlling persons, members, partners and successors and permitted assigns (each Commitment Party and each such other person being an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses (excluding expenses of the nature described in Section 7 above), joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Fee Letters, the Term Sheets, the Original Commitment Letter, the Original Arranger Fee Letter, the Transactions and the other transactions contemplated hereby, the Existing Credit Facility Amendment, the Facilities, the use of proceeds therefrom and any claim, litigation, investigation or proceeding (any of the foregoing, a “Proceeding”) relating to any of the foregoing, regardless of whether any such Indemnified Person is a party thereto and regardless of whether a Proceeding is brought by a third party or by you, the Target or any of your or its respective affiliates or equity holders or any other person, and to reimburse each such Indemnified Person upon demand for any reasonable and documented out-of-pocket expenses incurred in connection with investigating, defending or testifying in connection with any of the foregoing (limited, in the case of legal expenses, to one counsel to the Indemnified Persons taken as a whole and, if reasonably necessary, one local counsel in each relevant material jurisdiction and, in the case of a conflict of interest, one additional counsel (and one additional counsel in each relevant material jurisdiction) to each group of affected Indemnified Persons similarly situated, taken as a whole; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses (a) to the extent they have been determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted primarily from the willful misconduct, bad faith, fraud or gross negligence of such Indemnified Person, or material breach by such Indemnified Person of its obligations under this Commitment Letter or the Loan Documents, or (b) that have resulted from any dispute solely among or between any of the Commitment Parties not arising from any act or omission by the Borrower, the Target or their respective affiliates, other than

any proceeding against an Indemnified Person in its capacity or fulfilling its role as an administrative agent, arranger, bookrunner, manager, agent or any other titled role under or in respect of the Facilities or in respect of the Existing Credit Facility Amendment, provided further that such Indemnified Person shall promptly repay to you all expense reimbursements previously made pursuant to this paragraph to the extent that such Indemnified Person is finally determined by a court of competent jurisdiction not to be entitled to indemnification hereunder as contemplated by the preceding proviso of this paragraph. Notwithstanding any other provision of this Commitment Letter, no Indemnified Person shall be liable for (i) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages have been determined in a final, non-appealable judgment of a court of competent jurisdiction to result from the willful misconduct, bad faith, fraud or gross negligence of such Indemnified Person, or (ii) any special, indirect, consequential or punitive damages in connection with its activities related to this Commitment Letter, the Original Commitment Letter, the Existing Credit Facility Amendments, the Facilities or the use of proceeds thereunder.

You shall not be liable for any settlement of any Proceedings effected without your prior written consent (which consent shall not be unreasonably conditioned, withheld or delayed), but if settled with your prior written consent or if there is a judgment by a court of competent jurisdiction in any such Proceedings, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the preceding paragraph. You shall not, without the prior written consent of an Indemnified Person (which consent shall not be unreasonably conditioned, withheld or delayed), effect any settlement or consent to the entry of any judgment of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (a) includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on claims that are the subject matter of such Proceedings, (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person and (c) contains customary confidentiality and non-disparagement provisions. Except to the extent arising from your indemnification and expense reimbursement obligations under this Commitment Letter, the Loan Documents or any other written agreement to which any such person is a party, in no event shall you, the Target and your and its respective subsidiaries and affiliates be liable for special, indirect, consequential or punitive damages.

9. Confidentiality; Certain Acknowledgements. You agree that you will not disclose, directly or indirectly, the Fee Letters, the Original Arranger Fee Letter and the contents thereof or this Commitment Letter, the Original Commitment Letter and the Term Sheets and the contents hereof and thereof, or the activities of the Commitment Parties pursuant hereto or thereto, to any person without prior written approval of the Commitment Parties (not to be unreasonably conditioned, withheld or delayed), except that you may disclose (a) this Commitment Letter, the Term Sheets, the Original Commitment Letter, the Fee Letters, the Original Arranger Fee Letter and the contents hereof and thereof (i) to your officers, directors, agents, employees, attorneys, accountants and advisors, in each case in connection with the Transactions on a confidential and need-to-know basis, and (ii) pursuant to the order of any court or administrative agency in any

pending legal or administrative proceeding, or otherwise as required by applicable law, rule, regulation or compulsory legal process or as requested by a governmental authority based on the reasonable advice of your legal counsel (in which case you agree to provide prompt written notice thereof, such notice to be provided in advance to the extent permitted by applicable law), (b) this Commitment Letter, the Term Sheets, the Original Commitment Letter and the contents hereof and thereof and the Fee Letters, the Original Arranger Fee Letter and the contents thereof on a redacted basis, with such redaction to be reasonably acceptable to the Commitment Parties, to the Target and its and its subsidiaries and their respective officers, directors, agents, employees, attorneys, accountants and advisors, in each case in connection with the Transactions and on a confidential and need-to-know basis, (c) the existence and contents of the Term Sheets to any rating agency and Existing Lenders and potential Lenders in connection with the Transactions and (d) to the extent required by applicable law, the existence and contents of this Commitment Letter and the Term Sheets in any public filing or prospectus or private placement offering documents in connection with the Acquisition or the financing thereof. In addition you may disclose (i) the aggregate amount of fees and other compensation under the Fee Letters (but without disclosing any specific fees, flex or other economic terms set forth therein) aggregated with the other fees and compensation for the Transactions as part of projections, pro forma information or generic disclosure of aggregate sources and uses related to the Transactions in any arrangement and syndication of any Facility or in any prospectus or offering memorandum related to the Senior Notes or any other securities issued in lieu of the Bridge Facility or in any filings with (including documents furnished to) the Securities Exchange Commission to the extent required by law or regulation, in each case to the extent customary, and (ii) the Fee Letters and the contents thereof on a confidential basis after the Closing Date to the Borrower’s auditors for customary accounting purposes, including accounting for deferred financing costs.

Notwithstanding anything herein to the contrary, you (and any employee, representative or other agent of yours) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Commitment Letter and the Fee Letters and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure, except that (a) tax treatment and tax structure shall not include the identity of any existing or future party (or any affiliate of such party) to this Commitment Letter or any Fee Letter and (b) no party shall disclose any information relating to such tax treatment and tax structure to the extent nondisclosure is reasonably necessary in order to comply with applicable securities laws. For this purpose, the tax treatment of the transactions contemplated by this Commitment Letter and the Fee Letters is the purported or claimed U.S. Federal income tax treatment of such transactions and the tax structure of such transactions is any fact that may be relevant to understanding the purported or claimed U.S. Federal income tax treatment of such transactions.

Each of us agrees that it shall use all material non-public information received by it in connection with the Acquisition and the other transactions contemplated by this Commitment Letter solely for the purposes of providing the services that are the subject of this Commitment Letter and shall treat confidentially all such information; provided, however, that nothing herein shall prevent any of us from disclosing any such information (a) to rating agencies on a confidential basis, (b) to any Existing Lenders, Lenders or participants, prospective Lenders or participants or

any direct or indirect contractual counterparties (or prospective counterparties) to any swap or derivative transaction relating to you or the other Loan Parties’ and your or their obligations under the Existing Credit Facility or the Facilities, (c) in any legal, judicial or administrative proceeding or other compulsory process or otherwise as required by applicable law or regulations (in which case we agree to, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, promptly notify you, such notice to be provided in advance to the extent permitted by applicable law), (d) upon the request or demand of any regulatory authority having or purporting to have jurisdiction over any of us or our respective affiliates (in which case we agree to, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, promptly notify you to the extent lawfully permitted to do so), (e) to our respective officers, directors, agents, employees, attorneys, accountants and advisors (collectively, “Representatives”) who need to know such information, are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (f) to any of our respective affiliates and their respective Representatives who need to know such information, are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential (provided that we shall be responsible for our respective affiliates’ compliance with this paragraph), solely in connection with the Acquisition and the other transactions contemplated by this Commitment Letter, (g) to the extent any such information becomes publicly available other than by reason of disclosure by any of us, our respective affiliates or Representatives in breach of this Commitment Letter, or to the extent any such information is developed independently by any of us as evidenced by our written records and without the use of any confidential information, (h) to the extent such information was already in our possession as evidenced by our written records prior to any duty or other undertaking of confidentiality entered into in connection with the Transactions, or otherwise, (i) for purposes of establishing a “due diligence” defense or in connection with the exercise of any rights or remedies and (j) to the extent that you have consented in writing prior to such disclosure; provided that the disclosure of any such information to any Existing Lenders, any Lenders or prospective Lenders, participants or prospective participants or derivative counterparties or prospective derivative counterparties referred to above shall be made subject to the acknowledgment and acceptance by such Existing Lender, Lender or prospective Lender, participant or prospective participant or derivative counterparty or prospective derivative counterparty that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and us, including, without limitation, as set forth in the Existing Credit Facility or as agreed in any confidential information memorandum or other marketing materials) in accordance with our standard syndication processes or customary market standards for dissemination of such type of information. In addition, each Commitment Party may disclose the existence of the Facilities and the information about the Facilities and the Existing Credit Facility Amendment to market data collectors, similar services providers to the lending industry, and service providers to the Commitment Parties in connection with the administration and management of the Facilities or the Existing Credit Facility Amendment. Subject to Section 10 hereof, our obligations under this paragraph shall automatically expire upon the earlier of execution and delivery of the Loan Documents and the first anniversary of the date hereof. For the avoidance of doubt, in no event shall any disclosure of such information referred to above be made to any Disqualified Lender.

In consultation with you, any of the Commitment Parties may place advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or World Wide Web as it may choose, and circulate similar promotional materials, in the form of a “tombstone” or otherwise describing the names of you, the Target and your and its affiliates (or any of them), and the amount, type and closing date of the Facilities or the Existing Credit Facility Amendment, all at such Commitment Party’s expense.

You acknowledge that each Commitment Party and its affiliates may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. The Commitment Parties and their respective affiliates will not use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or any of their other relationships with you in connection with the performance by them and their affiliates of services for other companies, and the Commitment Parties and their respective affiliates will not furnish any such information to such other companies. By the same token, we will not make available to you confidential information that we have obtained or may obtain from any other customer. You also acknowledge that no Commitment Party, nor any of its affiliates, has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, the Target or your or its subsidiaries, confidential information obtained by such Commitment Party and its affiliates from other companies.

In connection with all aspects of each transaction contemplated by this Commitment Letter, you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (a) the Facilities, the Existing Credit Facility Amendment and any related arranging or other services described in this Commitment Letter is an arm’s-length commercial transaction between you and your affiliates, on the one hand, and the Commitment Parties, on the other hand, (b) the Commitment Parties have not provided any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, (c) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby, (d) in connection with the financing transactions contemplated hereby, each of the Commitment Parties has been, is and will be acting solely as a principal and has not been, is not and will not be acting as an advisor, agent or fiduciary for you, the Target or any of your or its affiliates, stockholders, creditors or employees or any other person, (e) the Commitment Parties have not assumed and will not be deemed to assume an advisory, agency or fiduciary responsibility in your or your affiliates’ favor with respect to any of the financing transactions contemplated hereby (irrespective of whether any Commitment Party has advised, is currently advising or will advise you, your equityholders or affiliates on other matters), and the Commitment Parties have no obligation to you or your affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth in this Commitment Letter, and (f) the Commitment Parties and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates, and the Commitment Parties have no obligation to disclose any of such interests to you or your affiliates. To the fullest extent permitted by law, you hereby waive and release any claims that you may have against the Commitment Parties with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any financing

transaction contemplated by this Commitment Letter. No Commitment Party has provided any legal, accounting, regulatory or tax advice with respect to the Transactions and the other transactions contemplated by this Commitment Letter and the Term Sheets and you have consulted with your own legal, accounting, regulatory and tax advisors to the extent you have deemed it appropriate to do so.

The parties hereto acknowledge that Goldman, Sachs & Co. has been retained by you (or one of your affiliates) as financial advisor (in such capacity, the “Financial Advisor”) in connection with the Acquisition. The parties hereto agree to such retention, and further agree not to assert any claim they might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from the engagement of the Financial Advisor, on the one hand, and GS Bank’s and its affiliates’ relationships with you as described and referred to herein, on the other.

10. Termination. Our commitments and undertakings hereunder shall terminate in their entirety automatically without further notice or action by us on the first to occur of (a) November 22, 2017, (b) the date of the closing of the Acquisition, effective immediately following such closing, with or without the use of any portion of the Facilities, and (c) the termination of the Acquisition Agreement in accordance with the terms thereof. Notwithstanding the foregoing, upon the effectiveness of the Specified Amendment, the commitments and any other obligations of the Commitment Parties in respect of the Backstop Facility or the Existing Credit Facility Amendment (or any part thereof) shall permanently, irrevocably and automatically be terminated and have no further force or effect without any further action by the Commitment Parties or you.

Notwithstanding anything in this Section 10 to the contrary, the termination of any commitment pursuant to this Section 10 does not prejudice your or our rights and remedies in respect of any breach of this Commitment Letter that occurred prior to such termination.

The Fee Letters and the compensation, reimbursement, indemnification, syndication, information, jurisdiction, absence of agency or fiduciary relationship, conflicts of interest, governing law, venue, waiver of jury trial and confidentiality provisions contained herein shall remain in full force and effect regardless of whether the Loan Documents shall be executed and delivered and notwithstanding the termination of this Commitment Letter or any Lender’s commitments hereunder; provided that your obligations under this Commitment Letter (other than your obligations with respect to confidentiality, compensation, jurisdiction, waiver of jury trial, governing law, venue, absence of agency or fiduciary relationship, conflicts of interest, information and assistance to be provided in connection with the arrangement and syndication of the Facilities) shall automatically terminate and be superseded, as to any Facility, to the extent of any corresponding provisions of the definitive documentation for such Facility covering substantially the same subject matter upon the execution and delivery thereof, and you shall automatically be released from all liability hereunder in connection therewith at such time.

11. Assignment; etc. This Commitment Letter and the commitments and undertakings hereunder shall not be assignable by any party hereto without the prior written consent of each other party hereto, and any attempted assignment without such consent shall be void and of no effect; provided, however, each Commitment Party may assign its commitment and other rights and obligations hereunder, in whole or in part, (a) to any of its affiliates (including, for the

avoidance of doubt, assignments between GS Bank and GSLP) and (b) subject to Section 3 hereof, in connection with the syndication of the Facilities or the arrangement of the Existing Credit Facility Amendment; provided that, other than as contemplated by Section 3 hereof and except for assignments between GS Bank and GSLP or assignments to Permitted Lenders, such Commitment Party shall not be released from the portion of its commitment hereunder so assigned to the extent such assignee fails to fund the portion of the commitment assigned to it on the Closing Date notwithstanding the satisfaction of the conditions to such funding set forth herein. Any assignment in violation of the foregoing shall be null and void. This Commitment Letter is intended to be solely for the benefit of the parties hereto and the Indemnified Persons and is not intended to confer any benefits upon, or create any rights in favor of or be enforceable by, any person other than the parties hereto and the Indemnified Persons, except that the Commitment Parties may perform the duties and activities described hereunder through any of their respective affiliates or branches, including, in the case of JPMorgan, by or through J.P. Morgan Securities LLC, and the provisions of Section 9 shall apply with equal force and effect to any of such affiliates or branches so performing any such duties or activities.

12. Governing Law; Waiver of Jury Trial; etc. This Commitment Letter and the Fee Letters shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of law principles thereof to the extent that such principles would direct a matter to another jurisdiction; provided that the laws of the State of Delaware shall govern in determining (a) whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement, (b) whether a Company Material Adverse Effect (as defined in Exhibit E) has occurred and (c) accuracy of any Acquisition Agreement Representations. Each of the parties hereto waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of this Commitment Letter, the Original Commitment Letter, the Fee Letters, the Original Arranger Fee Letter, each element of the Transactions or the performance by any of us or any of our respective affiliates of the services contemplated hereby. In addition, with respect to any action, proceeding or counterclaim arising out of or relating to this Commitment Letter, the Original Commitment Letter, the Fee Letters, the Original Arranger Fee Letter, the Transactions or the performance by any of us or any of our respective affiliates of the services contemplated hereby, the parties hereto hereby irrevocably: (a) submit to the exclusive jurisdiction of any New York State or Federal court sitting in the Borough of Manhattan in the City of New York, New York; (b) agree that, subject to the final sentence of this paragraph, all claims with respect to such action or proceeding may be heard and determined exclusively in such New York State or Federal court; (c) waive the defense of any inconvenient forum to such New York State or Federal court; (d) agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in another jurisdiction by suit on the judgment or in any other manner provided by law; and (e) consent to service of process by mailing or delivering a copy of such process to such party at its address set forth in Section 15 hereof and agree that such service shall be effective when sent or delivered. Nothing in this Commitment Letter shall affect any right that any Commitment Party or any of its affiliates may otherwise have to bring any action or proceeding relating to this Commitment Letter, the Original Commitment Letter, the Fee Letters, the Original

Arranger Fee Letter and the Transactions against you or your properties in the courts of any jurisdiction.

13. Amendments; Counterparts; etc. No amendment or waiver of any provision hereof (including the Term Sheets) or of a Fee Letter shall be effective unless in writing and signed by each of the parties hereto or thereto and then only in the specific instance and for the specific purpose for which given. This Commitment Letter (including the Term Sheets) and the Fee Letters are the only agreements among the parties hereto with respect to the matters contemplated hereby and thereby and set forth the entire understanding of the parties hereto with respect thereto. This Commitment Letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission (or in pdf or similar format by electronic mail) shall be effective as delivery of a manually executed counterpart of this Commitment Letter.

14. PATRIOT Act Notification. We hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (as the same may be extended and in effect from time to time, the “PATRIOT Act”), each Commitment Party is required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information includes the name, address, tax identification number and other information regarding the Borrower and the Guarantors that will allow the Commitment Parties to identify the Borrower and the Guarantors in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to each Commitment Party and each Lender. You hereby acknowledge and agree that the Commitment Parties shall be permitted to share any or all such information with the Lenders.

15. Notices. Any notice given pursuant to this Commitment Letter shall be mailed or hand delivered in writing, if (a) to you, at your address set forth on page one hereof and (b) to any Commitment Party, at its address set forth on page one hereof.

Each of the parties hereto agrees that this Commitment Letter and the Fee Letters are binding and enforceable agreements with respect to the subject matter contained herein and therein, including an agreement to negotiate in good faith the Facilities and the Specified Amendment by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the commitments provided hereunder by the Commitment Parties are subject only to the conditions precedent set forth in Exhibit E hereto.

If the foregoing proposal is acceptable to you, please so confirm by signing and returning to us executed counterparts of this Commitment Letter and the Arranger Fee Letter and to JPMorgan an executed counterpart of the Revolver Administrative Agent Fee Letter.

[Signature pages follow.]

We are pleased to have this opportunity and we look forward to working with you on this transaction.



Very truly yours,

GOLDMAN SACHS BANK USA

By:	/s/ ROBERT EHUDIN
	Name:	Robert Ehudin
	Title:	Authorized Signatory