First Amendment to Contribution, Conveyance and Assumption Agreement, effective August 6, 2018, by and among Andeavor Logistics LP, Tesoro Logistics Operations LLC, Tesoro Logistics Pipelines LLC, Western Refining Terminals, LLC, Western Refining Pipeline, LLC, Tesoro High Plains Pipeline Company LLC, Western Refining Logistics LP, Tesoro SoCal Pipeline Company LLC, WNRL Energy, LLC, Andeavor, Tesoro Refining & Marketing Company LLC, Western Refining Southwest, Inc., Tesoro Great Plains Gathering & Marketing LLC and Tesoro Great Plains Midstream LLC

This First Amendment to Contribution, Conveyance and Assumption Agreement (this “Amendment”), dated September 28, 2018, but effective as of August 6, 2018 (the “Amendment Effective Date”), is by and among Andeavor Logistics LP (the “Partnership”), Tesoro Logistics Operations LLC (the “Operating Company”), Tesoro Logistics Pipelines LLC (“TLP”), Western Refining Terminals, LLC (“WRT”), Western Refining Pipeline, LLC (“WRP”), Tesoro High Plains Pipeline Company LLC (“THPPC”), Western Refining Logistics LP (“WRLP”), Tesoro SoCal Pipeline Company LLC (“TSPC”), WNRL Energy LLC (“WNRL,” and collectively with the Partnership, the Operating Company, TLP, WRT, WRP, THPPC, WRLP, and TSPC, the “Logistics Parties”);

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

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

WHEREAS, the Parties entered into that certain Contribution, Conveyance and Assumption Agreement dated effective as of August 6, 2018 (the “Original Agreement”); and

WHEREAS, the Parties desire to amend the Original Agreement on the terms and conditions contained herein.

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

1.     The Parties hereby agree to delete Exhibit A, Exhibit B, Exhibit C, Exhibit J and Exhibit P attached to the Original Agreement and replace them in their entirety with Exhibit A, Exhibit B, Exhibit C, Exhibit J, and Exhibit P attached hereto and incorporated herein by reference.

2.     The Parties hereby confirm and ratify all of the terms and conditions of the Original Agreement, as amended herein, as of the Amendment Effective Date. All terms not defined herein shall have the meanings set forth in the Original Agreement.

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