Amendment No. 1 to Avon Marine Terminal Use and Throughput Agreement, dated as of November 21, 2016, by and among Tesoro Logistics Operations LLC, Tesoro Logistics GP, LLC, Tesoro Logistics LP and Tesoro Refining & Marketing Company LLC

This Amendment No. 1 to Avon Marine Terminal Use and Throughput Agreement (this “Amendment”), dated as of April 23, 2018, but effective as of January 1, 2017, is made and entered into by and between Tesoro Refining & Marketing Company LLC, a Delaware limited liability company (“TRMC”), and Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”). Each signatory hereto is referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS, effective January 1, 2017, the Parties entered into that certain Avon Marine Terminal Use and Throughput Agreement (the “Avon MTUTA”) pursuant to which the Parties agreed that TLO would provide to TRMC certain terminalling services as set forth in the Avon MTUTA; and

WHEREAS, the Parties desire to amend the Avon MTUTA to provide TLO with a conditional option to extend the Initial Term of the Avon MTUTA, as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

“Renewal Period” has the meaning set forth in Section 4.

The initial term of this Agreement shall commence on the Commencement Date and shall continue through January 1, 2027 (the “Initial Term”); provided, however, that the Initial Term may be extended as follows:

(a)    TRMC may, at its option, extend the Initial Term for up to two (2) renewal terms of five (5) years each (each, a “Renewal Period”) by providing written notice of its intent to TLO no less than twelve (12) calendar months prior to the end of the Initial Term or the then-current Renewal Period.

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

(c)    The Initial Term, and any Renewal Period or Extension Period shall be referred to herein as the “Term.”

(a)    Other than as set forth above, the Avon MTUTA shall remain in full force and effect as written.

(b)    Except as otherwise provided herein, all costs and expenses (including legal and financial advisory fees and expenses) incurred in connection with, or in anticipation of, this Amendment and the transactions contemplated hereby shall be paid by the Party incurring such expenses.

(c)    This Amendment and the legal relations between the Parties shall be governed by and construed in accordance with Section 28(a) of the Avon MTUTA.

(d)    This Amendment constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof.

(e)    This Amendment may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Either Party’s delivery of an executed counterpart signature page by facsimile (or electronic .pdf format transmission) is as effective as executing and delivering this Amendment in the presence of the other Party. No Party shall be bound until such time as all of the Parties have executed counterparts of this Amendment.

(f)    This Amendment is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Amendment.

(g)    The invalidity or unenforceability of any term or provision of this Amendment in any situation or jurisdiction shall not affect the validity or enforceability of the other terms or provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction and the remaining terms and provisions shall remain in full force and effect, unless doing so would result in an interpretation of this Amendment that is manifestly unjust.