Agreement and Consent, dated as of November 9, 2017, among Andeavor Logistics LP, certain subsidiaries of Andeavor Logistics LP party thereto, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent

This Agreement and Consent, dated as of November 9, 2017 (this “Agreement”) is among Andeavor Logistics LP, a Delaware limited partnership (f/k/a Tesoro Logistics LP, the “Borrower”), certain Subsidiaries of the Borrower party hereto (the “Guarantors”), the undersigned Lenders (as defined below), and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer.

A.The Borrower, the financial institutions party thereto as Lenders (the “Lenders”), and the Administrative Agent have entered into that certain Third Amended and Restated Credit Agreement dated as of January 29, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”).

B.    Pursuant to the terms of the Credit Agreement, the Investment Grade Date occurs on the first date on which (i) one of the Rating Agencies maintains an Investment Grade Rating, and the other Rating Agency maintains a Debt Rating equal to or more favorable than BB+ (stable) or Ba1 (stable), as applicable, and (ii) the Borrower notifies the Administrative Agent in writing of such Investment Grade Rating.

C.    Upon and following the occurrence of the Investment Grade Date, certain changes to the covenants (including financial covenants) and other provisions of the Credit Agreement and the Loan Documents occur automatically as provided therein, the Loan Parties are no longer required to secure the Obligations, and in connection therewith, the Administrative Agent is authorized to instruct the Collateral Agent to release all Liens on the Collateral and the Collateral Agent shall release such Liens.

D.    S&P now maintains an Investment Grade Rating, and Moody’s now maintains a Debt Rating equal to Ba2. As Moody’s indicated in its October 26, 2017 press release, until the Liens under the Loan Documents are released, Moody’s Loss Given Default Methodology would preclude an upgrade of the Debt Rating to Ba1 to satisfy the remaining requirement of the definition of Investment Grade Date.

E.    The Borrower has requested that the Administrative Agent, the L/C Issuers and the Lenders agree that the Investment Grade Date has occurred, consent to the release of all Liens on any property granted to or held by the Collateral Agent under any Loan Document, subject to the terms and conditions set forth herein.

THEREFORE, in fulfillment of the foregoing, the Borrower, the Guarantors, the Administrative Agent, the L/C Issuers and the Lenders hereby agree as follows:

Section 1.    Definitions; References. Unless otherwise defined in this Agreement, each term used in this Agreement which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.

Section 2.    Consent. Subject to the terms and conditions of this Agreement, the Lenders, the L/C Issuers and the Administrative Agent hereby (a) agree that the Investment Grade Date is deemed to have occurred for all purposes under the Credit Agreement and the other Loan Documents, (b) consent to the release of all Collateral, and (c) authorize and instruct the Administrative Agent to instruct the Collateral Agent to release all Liens on any property granted to or held by the Collateral Agent under any Loan Document. The agreement by the Lenders described in this Section 2 is strictly limited to the items detailed in clauses (a)-(c) above. Such agreement shall not be construed to be a consent to any other departure from the requirements of, or a waiver of non-compliance with, any terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or in any other Loan Documents.

Section 3.    Representations and Warranties. Each of the Borrower and the Guarantors represents and warrants to the Administrative Agent, the L/C Issuers and the Lenders that (a) the execution, delivery, and performance of this Agreement by the Borrower and the Guarantors are within the corporate or equivalent power and authority of the Borrower and the Guarantors and have been duly authorized by all necessary corporate or other organizational action, (b) this Agreement and the Credit Agreement as modified hereby constitute legal, valid, and binding obligations of the Borrower and the Guarantors, enforceable against the Borrower and the Guarantors in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by general principles of equity, (c) the representations and warranties of the Borrower and the Guarantors contained in each Loan Document are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) on and as of the date of this Agreement, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 3(c), the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement are deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively, and (d) no Default exists or will result from this Agreement.

Section 4.    Effectiveness. This Agreement shall become effective as of the date hereof upon the occurrence of all of the following:

(a)    Documentation. The Administrative Agent (or its counsel) shall have received this Agreement, duly and validly executed by a Responsible Officer of the Borrower and each Guarantor, or the General Partner acting on behalf of the Borrower or such Guarantor, as applicable, the Lenders, and the L/C Issuers.

(b)    Fees and Expenses. The Borrower shall have paid all costs, expenses, and fees which have been invoiced and are payable pursuant to Section 10.04 of the Credit Agreement.

Section 5.    Effect on Loan Documents. Except as amended herein, the Credit Agreement and the other Loan Documents remain in full force and effect as originally executed and are hereby in all respects ratified and confirmed, and nothing herein shall act as a waiver of any of the

Administrative Agent’s or the Lenders’ rights under the Loan Documents, as amended. On and after the effectiveness of this Agreement, any reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Credit Agreement as amended by this Agreement. This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement may be a Default or Event of Default under the other Loan Documents.

Section 6.    Reaffirmation of Guaranty. By its signature hereto, each Guarantor represents and warrants that such Guarantor has no defense to the enforcement of the Guaranty, and that according to its terms the Guaranty will continue in full force and effect to guaranty the Borrower’s obligations under the Credit Agreement and the other amounts described in the Guaranty following the execution of this Agreement.

Section 7.    Choice of Law. This Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York.

Section 8.    Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 9.    Miscellaneous. The miscellaneous provisions set forth in Article X of the Credit Agreement apply to this Agreement.

EXECUTED as of the date first set forth above.