AMORCO MARINE TERMINAL USE AND THROUGHPUT AGREEMENT

This Amorco Marine Terminal Use and Throughput Agreement (the “Agreement”) is dated effective as of the Commencement Date (as defined below in Section 4), by and between Tesoro Refining and Marketing Company, a Delaware corporation (“TRMC”) and Tesoro Logistics Operations LLC, a Delaware limited liability company (“TLO”).

WHEREAS, TLO owns (i) certain Tanks (as defined below) for the storage of crude oil, along with related real estate, hydrocarbon transfer pumps, piping, sheds and equipment (including electrical switching and communications facilities and equipment) for such Tanks (collectively, the “Storage Facility”), and (ii) two firewater tanks with 48,000 Barrels of shell capacity with associated firewater pumps and piping; all of which are situated at the terminal located on the Suisun Bay near Martinez, California (the “Amorco Terminal”);

WHEREAS, TLO's Tanks (as defined below) at the Storage Facility have an aggregate Shell Capacity (as defined below) of 425,000 Barrels (as defined below) and an aggregate Operating Capacity (as defined below) of 370,000 Barrels (as defined below);

WHEREAS, pursuant to a term lease (“Wharf Lease”) with the California State Lands Commission (“CSLC”), which is currently on a month-to-month holdover basis, TRMC has leasehold interests in (A) a single-berth dock, which has an estimated throughput capacity of approximately 145,000 Barrels per day (the “Dock”), and (B) various fixtures and improvements located on the Wharf, including piping, loading arms and sheds (together with the Dock, the “Wharf”), all of which situated at the Amorco Terminal and located on the Suisun Bay near Martinez, California;

WHEREAS, subject to various permits, licenses and easements, TRMC owns (i) three crude oil pipelines (the “Crude Oil Pipelines”), depicted on Schedule A as Items No. 2, 3 and 4, between the Storage Facility and the Plains-Martinez Storage Terminal (the “Plains Terminal”) and TRMC's Golden Eagle refinery located in Martinez, California (the “Refinery”), (ii) one water pipeline (the “Water Pipeline”), depicted on Schedule A as Item No. 1, between the Storage Facility and the Refinery, and (iii) one petroleum products pipeline (the “Refined Products Pipeline”; and together with the Crude Oil Pipelines and the Water Pipeline, the “Pipelines”), depicted on Schedule A as Item No. 5, between the Refinery and the Plains Terminal;

WHEREAS, the Wharf Lease and the leasehold interests in the Wharf, are expected to be renewed by the CSLC for an initial term of ten years with two five-year extensions (the “Lease Renewal”) and the Parties expect to have the CSLC contemporaneously assign the Wharf Lease to TLO (the “Lease Assignment”);

WHEREAS, operation of the Pipelines is subject to a Certificate of Financial Responsibility (“COFR”) approved by the California Department of Fish and Game (“CDFG”), which the Parties expect to be assigned to TLO (the “COFR Assignment”) contemporaneously with the Lease Assignment;

WHEREAS, upon renewal of the Wharf Lease and receipt of approval from the CSLC of assignment of the Wharf Lease and approval by the CDFG of the assignment of the COFR, the Wharf Lease and the leasehold interests in the Wharf, along with the Pipelines, are to be formally assigned and conveyed to TLO;

WHEREAS, during the Term (as defined below and which shall encompass the Interim Period, also defined below), TLO desires to provide to TRMC, and TRMC desires to receive from TLO, services to manage and operate the Wharf, the Storage Facility and the Pipelines (collectively, and along with the Wharf Lease, the “Amorco Assets”) for TRMC's exclusive use, on a dedicated basis, with respect to crude oil owned by TRMC and stored in one or more of TLO's Tanks (as defined below) at the Storage Facility and crude oil and refined products owned by TRMC and transported from time to time through the Pipelines between the Wharf and the Storage Facility; the Storage Facility and the Refinery; and the Refinery and the Plains Terminal; and

WHEREAS, TRMC and TLO desire to enter into this Agreement to memorialize the terms of their commercial relationship.

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

Capitalized terms used throughout this Agreement shall have the meanings set forth below, unless otherwise specifically defined herein.

“Agreement” has the meaning set forth in the Preamble.

“Amorco Assets” has the meaning set forth in the Recitals.

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

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

“Business Day” means a day, other than a Saturday or Sunday, on which banks in New York, New York are open for the general transaction of business.

“Capacity Resolution” has the meaning set forth in Section 6(e).

“CDFG” has the meaning set forth in the Recitals.

“COFR” has the meaning set forth in the Recitals.

“COFR Assignment” has the meaning set forth in the Recitals.

“Commencement Date” has the meaning set forth in Section 3.

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

programs, computer programs, hardware configuration information, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), trade secrets, schematics and other technical, business, marketing and product development plans, revenues, expenses, earnings projections, forecasts, strategies, and other non-public business, technological, and financial information.

“Contribution Agreement” means that certain Amorco Contribution, Conveyance and Assumption Agreement dated as of the date hereof by and among Tesoro Corporation, Tesoro Companies, Inc., TRMC, Tesoro Logistics GP, LLC, Partnership and TLO, as amended, restated, modified or supplemented from time to time.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

“Crude Oil Pipelines” has the meaning set forth in the Recitals.

“CSLC” has the meaning set forth in the Recitals.

“Excess Volume Throughput Fee” has the meaning set forth in Section 5(a)(iii).

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

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

“Force Majeure Notice” has the meaning set forth in Section 21(a).

“Force Majeure Period” has the meaning set forth in Section 21(a).

“General Partner” means Tesoro Logistics GP, LLC.

“Governmental Authority” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.

“Incremental Volume Throughput Fee” has the meaning set forth in Section 5(a)(ii).

“Interim Period” means the period commencing on the Commencement Date and continuing until the actual date of the Lease Assignment.

“Lease Assignment” has the meaning set forth in the Recitals.

“Lease Renewal” has the meaning set forth in the Recitals.

“Minimum Throughput Commitment” means, subject to Section 6(c), an aggregate volume of 1,977,083 Barrels (approximately 65,000 Barrels per day) of crude oil per Month received over the

Wharf; provided, however, that the Minimum Throughput Commitment during the Month in which the Commencement Date occurs shall be prorated in accordance with the ratio of the number of days, including and following the Commencement Date, in such Month to the total number of days in such Month.

“Month” means the period commencing on the Commencement Date and ending on the last day of the calendar month in which service begins and each successive calendar month thereafter.

“MOTEMS” has the meaning set forth in Section 7(a)(ii)(2).

“MTCF” has the meaning set forth in Section 5(a)(i).

“MTUTA First Offer Period” has the meaning set forth in Section 20(e).

“MTUTA Right of First Refusal” has the meaning set forth in Section 20(e).

“Notice Period” has the meaning set forth in Section 22(a).

“Omnibus Agreement” means that certain Amended and Restated Omnibus Agreement dated as of the date hereof by and among Tesoro Companies, Inc., TRMC, Tesoro Alaska Company, Tesoro Logistics GP, LLC, Tesoro High Plains Pipeline Company LLC, Partnership and TLO, as amended, restated, modified or supplemented from time to time.

“Operational Services Agreement” means that certain Amended and Restated Operational Services Agreement dated as of the date hereof by and among Tesoro Corporation, Tesoro Companies, Inc., TRMC, Tesoro Alaska Company, Tesoro Logistics GP, LLC, Partnership and TLO, as amended, restated, modified or supplemented from time to time.

“Operating Capacity” means (i) with respect to each Tank, the effective storage capacity of such Tank, taking into account accepted engineering principles, industry standards, American Petroleum Institute guidelines and Applicable Laws, under actual conditions as they may exist at any time, and (ii) with respect to the Amorco Assets, the ability to receive crude oil at the Wharf for prompt transshipment to the Refinery. The current Operating Capacity of each Tank as of the date hereof is listed on Schedule B attached hereto. The current Operating Capacity of the Amorco Assets, as a whole, is 600,000 Barrels in any twenty-four (24) hour period, but not more than 5,830,000 Barrels in any Month.

“Operating Requirements” means any and all laws, regulations, rules, permits, orders, conditions and procedures relating to the operation and use of the Wharf, Storage Facility (including the Tanks) and the Pipelines that generally apply to receipt, delivery, loading, unloading, storage, and transportation of Products at the Wharf, Storage Facility and through the Pipelines, including without limitation those general terms and conditions specified in Schedule C.

“Partnership” means Tesoro Logistics LP.

“Partnership Change of Control” means Tesoro Corporation ceases to Control the general partner of the Partnership.

“Party” or “Parties” means that each of TRMC and TLO is a “Party” and collectively are the “Parties” to this Agreement.

“Person” means any individual, partnership, limited partnership, joint venture, corporation, limited liability company, limited liability partnership, trust, unincorporated organization or Governmental Authority or any department or agency thereof.

“Pipeline” or “Pipelines” has the meaning set forth in the Recitals.

“Plains Terminal” has the meaning set forth in the Recitals.

“Product” or “Products” means crude oil, refined products, water and other materials throughput at the Wharf, on the Pipelines and/or stored in the Tanks in the ordinary course of business.

“Purchase First Offer Period” has the meaning set forth in Section 23(d).

“Purchase Right of First Refusal” has the meaning set forth in Section 23(d).

“Receiving Party Personnel” has the meaning set forth in Section 26.

“Refined Products Pipeline” has the meaning set forth in the Recitals.

“Refinery” has the meaning set forth in the Recitals.

“Restoration” has the meaning set forth in Section 6(d).

“Shell Capacity” means the gross storage capacity of a Tank, based upon its dimensions, as set forth for each Tank on Schedule B attached hereto.

“Shortfall Credit” has the meaning set forth in Section 8(a).

“Storage Facility” has the meaning set forth in the Recitals.

“Suspension Notice” has the meaning set forth in Section 22(a).

“Tanks” mean the five (5) tanks owned by TLO and listed on Schedule B attached hereto, each of which is used for the storage of Products and located at the Storage Facility.

“Term” and “Initial Term” each have the meaning set forth in Section 4.

“Termination Notice” has the meaning set forth in Section 21(a).

“Throughput and Tankage Fees” has the meaning set forth in Section 5(a).

“TLO” has the meaning set forth in the Preamble.

“TLO Indemnitee” and “TLO Indemnitees” have the meanings set forth in Section 19(b).

“TRMC” has the meaning set forth in the Preamble.

“TRMC Indemnitee” and “TRMC Indemnitees” have the meanings set forth in Section 19(a).

“TRMC Termination Notice” has the meaning set forth in Section 21(b).

“URPP Use Fee” has the meaning set forth in Section 5(b).

“Water Pipeline” has the meaning set forth in the Recitals.

“Wharf” has the meaning set forth in the Recitals.

“Wharf Lease” has the meaning set forth in the Recitals.

Subject to the terms and conditions of this Agreement and the effective Operating Capacity of the Amorco Assets, each Month during the Term, TRMC shall be entitled to receive the Minimum Throughput Commitment at the Wharf. The Pipelines identified on Schedule A attached hereto and the Tanks identified on Schedule B attached hereto shall be dedicated and used exclusively for the throughput and storage of TRMC's Products. For those dedicated Pipelines and Tanks, TRMC shall be responsible for providing all line fill and tank heels required for the operation of such Pipelines and Tanks. At any time after any such Product has been received in such Tanks, TLO may, for operational, environmental or safety reasons, move such Product to one or more other Tanks within the Storage Facility, at TLO's sole cost and expense.

The Parties anticipate that the “Commencement Date” will be April 1, 2012. The actual Commencement Date shall be the date specified by TLO in a written notice to TRMC. The Parties agree that there are a number of factors that may affect the actual Commencement Date. Consequently, neither Party shall have any right or remedy against the other Party if the actual Commencement Date is earlier or later than the anticipated Commencement Date.

The initial term of this Agreement shall commence on the Commencement Date and shall continue through March 31, 2022 (the “Initial Term”); provided, however, that TRMC may, at its option, extend the Initial Term for up to two (2) renewal terms of five (5) years each (each, an “Extension Period”) by providing written notice of its intent to TLO no less than ninety (90) days prior to the end of the Initial Term or the then-current Extension Period. The Initial Term, and any extensions of this Agreement as provided above, shall be referred to herein as the “Term”.

(a)    Throughput and Tankage Fees. TRMC agrees to pay to TLO the following fees for all Barrels of crude oil throughput by TRMC at the Wharf and on the Crude Oil Pipelines, and stored at the Storage Facility (collectively, the “Throughput and Tankage Fees”):

(i)    a Minimum Throughput Commitment Fee (the “MTCF”) of $1,087,395.65 per Month which is $0.55/Barrel multiplied by the Minimum Throughput Commitment; plus

(ii)    $0.55/Barrel for all vessel receipts throughput in a Month in excess of the Minimum Throughput Commitment but less than 2,129,167 Barrels (the “Incremental Volume Throughput Fee”); plus

(iii)     $0.10/Barrel for all vessel receipts throughput in a Month in excess of 2,129,167 Barrels (the “Excess Volume Throughput Fee”), such excess encompassing the aggregate use of the Wharf, Tanks and Crude Oil Pipelines, and such fee to be the exclusive throughput fee for

volumes in excess of 2,129,167 Barrels in a Month; provided, however, that any applicable costs specified in Section 6 below shall still apply to any such excess volumes.

(b)    Unlimited Refined Products Pipeline Use Fee. TRMC agrees to pay to TLO a $30,000/Month flat fee for TRMC's unlimited use of the Refined Products Pipeline (the “URPP Use Fee”), subject to the physical capacity thereof.

(c)    Fee Adjustments.

(i)    All fees set forth in Section 5(a) and (b) above shall be increased on July 1 of each year of the Term, by a percentage equal to the greater of zero or the positive change in the CPI-U (All Urban Consumers), as reported by the U.S. Bureau of Labor Statistics.

(ii)    TLO has the right to adjust the MTCF to include the actual increase of any CSLC lease rental expense under the Lease Renewal.

(a)Surcharges and Reimbursements. TRMC shall reimburse TLO for, or TLO shall be permitted to charge TRMC an additional per Barrel surcharge for any and all of the following:

(i)the actual cost of any capital expenditures that TLO agrees to make upon TRMC's request, including those provided for in Section 6(c) through (e) below;

(ii)any cleaning, degassing or other preparation of the Tanks at the expiration of this Agreement or as specifically requested by TRMC;

(iii)The costs that TLO incurs in complying with any new Applicable Laws that affect the Storage Facility, the Pipelines or services provided by TLO to TRMC hereunder; provided, that (A) compliance by TLO with any such new law or regulation requires substantial unanticipated capital expenditures by TLO, (B) TLO has made good faith efforts to mitigate the effect of any such law or regulation and (C) TLO has negotiated in good faith with TRMC in order to agree on the level of any such surcharge;

(iv)Any capital expenditures or other costs incurred by TLO for currently unanticipated improvements to the Wharf that may be required by the CSLC in connection with the Lease Renewal; provided, that (A) TLO has made good faith efforts to mitigate those costs and (B) TLO has negotiated in good faith with TRMC in order to agree on the level of any surcharge;

(v)All taxes (other than ad valorem taxes, property taxes, income taxes, gross receipt taxes, payroll taxes and similar taxes) that TLO specifically incurs on TRMC's behalf for the services TLO provides to TRMC hereunder, if such reimbursement is not prohibited by law;

(vi)Any costs for Wharf dredging beyond routine maintenance dredging that materially increases operating costs above historical levels;

(vii)Any future assessments made by the Army Corp of Engineers or other agencies for dredging or deepening of the channels leading to the Wharf; provided,

however, that TRMC will have approval authority for discretionary Army Corp of Engineers expenditures that may require a surcharge to be imposed; and

(viii)If TRMC objects to TLO incurring any costs under items (iv), (vi) or (vii) above, or to the level of any surcharge under (iii) above, then TLO shall incur and impose a surcharge for those expenditures as it deems, in its sole discretion, to be mandatory. In such case, if TLO determines that all or some costs to which TRMC has objected could be reduced or mitigated by changes in operation of any of the Amorco Assets, including taking an Amorco Asset out of service, reducing capacity of an Amorco Asset, or restricting use of an Amorco Asset, then TRMC may request that TLO do so, rather than imposing a surcharge to maintain service at a particular level, and in that event, TLO shall make reasonable efforts to accommodate such request; provided that TLO shall not be required to take any actions that it believes in good faith might result in a violation of any Operating Requirement and such reduction in capacity shall not be a Force Majeure event or other basis for any reduction in TRMC's Minimum Throughput Commitment or for a reduction in any fees except surcharges avoided by such reduction in capacity.

(b)Lease Renewal Costs. TLO shall be permitted to charge TRMC an additional per Barrel surcharge for an amount sufficient to compensate TLO for an increase in operating costs resulting from the actual increase of any CSLC lease rental expense under the Lease Renewal;

(c)Service Interruptions. TLO shall use reasonable commercial efforts to minimize the interruption of service at the Wharf, the Storage Facility and each Pipeline. TLO shall promptly inform TRMC's operational personnel of any anticipated partial or complete interruption of service at the Wharf, any Pipeline or Tank, including relevant information about the nature, extent, cause and expected duration of the interruption and the actions TLO is taking to resume full operations, provided that TLO shall not have any liability for any failure to notify, or delay in notifying, TRMC of any such matters except to the extent TRMC has been materially prejudiced or damaged by such failure or delay. To the extent practicable, TLO shall coordinate repairs and maintenance on the Amorco Assets with TRMC's planned shipping schedule to minimize downtime when TRMC has scheduled use of the Amorco Assets. Notwithstanding any of the immediately foregoing to the contrary, if TRMC is unable to throughput 65,000 Barrels on any day when TRMC has scheduled the berthing of a vessel at the Wharf, by reason of any of the Amorco Assets being out of service, the Minimum Throughput Commitment shall be reduced by 65,000 Barrels per day for each full day that the Wharf remains out of service to allow berthing and unloading by such vessel and delivery of the cargo at the Refinery.

(d)Maintenance and Repair Standards. Subject to Force Majeure and interruptions for routine repair and maintenance, consistent with customary terminal industry standards, TLO shall maintain the Wharf and each Pipeline and Tank in a condition and with a capacity sufficient to throughput a volume of TRMC's Products at least equal to the current Operating Capacity for such Pipeline and Tanks and the Wharf and Storage Facility as a whole. TLO's obligations may be temporarily suspended during the occurrence of, and for the entire duration of, a Force Majeure or other interruption of service, to the extent such Force Majeure or other interruption of service impairs TLO's ability to perform such obligations. If for any reason, including, without limitation, a Force Majeure event, the throughput or storage capacity of the Wharf, any Pipeline or Tank should fall below its current Operating Capacity, then within a reasonable period of time thereafter, TLO shall make commercially reasonable repairs to restore the capacity of the Wharf, such Pipeline or Tank to current Operating Capacity (“Restoration”). Except as provided below in Section 6(e), all of such Restoration shall be at TLO's cost and expense unless the damage creating the need for such repairs was caused by the negligence or willful misconduct of TRMC, its employees, agents or customers. Notwithstanding the foregoing, TLO shall have only one Tank and

transfer pump at a time out for scheduled maintenance. TLO will make best commercial efforts to coordinate major scheduled maintenance projects or other planned Dock outages with the Refinery's #50 Crude Unit turnaround schedule.

(e)Capacity Resolution.    In the event of the failure of TLO to maintain the Wharf, any Pipeline or Tank in a condition and with a capacity sufficient to throughput and store a volume of TRMC's Products equal to its current Operating Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days' advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (as defined below). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Wharf, Pipeline or Tank which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO's economic considerations relating to costs of the repairs and TRMC's requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput of TRMC's Products at the Wharf, Pipelines and Storage Facility, to the extent the Wharf, Pipelines and Storage Facility have capability of doing so, during the period before Restoration is completed; provided, however, that the Throughput and Tankage Fee shall be reduced to account for the reduced Operating Capacity until such Restoration is complete. In the event that TRMC's economic considerations justify incurring additional costs to restore the Wharf, Pipeline or Tank in a more expedited manner than the time schedule determined in accordance with the preceding sentences, TRMC may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMC's payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event that the Operating Capacity of a Tank is reduced, and the Parties agree that the Restoration of such Tank to its full Operating Capacity is not justified under the standards set forth in the preceding sentences, then the Parties shall negotiate an appropriate adjustment to the Throughput and Tankage Fees to account for the reduced Operating Capacity available for TRMC's use. In the event the Parties agree to an expedited Restoration plan in which TRMC agrees to fund a portion of the Restoration cost or a reduced Throughput and Tankage Fee, then neither Party shall have the right to terminate this Agreement pursuant to Section 20 below as a result of the events necessitating the Restoration contemplated by this Section 6(e), so long as any such Restoration is completed with due diligence. TRMC shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC shall pay the difference between the actual portion of Restoration costs to be paid by TRMC pursuant to this Section 6(e) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO's invoice therefor, or, if appropriate, TLO shall pay TRMC the excess of the estimate paid by TRMC over TLO's actual costs as previously described within thirty (30) days after completion of the Restoration.

(f)TRMC's Right To Cure. If at any time after the occurrence of (x) a Partnership Change of Control or (y) a sale of the Refinery, TLO either (i) refuses or fails to meet with TRMC within the period set forth in Section 6(e), (ii) fails to agree to perform a Capacity Resolution in accordance with the standards set forth in Section 6(e), or (iii) fails to perform its obligations in compliance with the terms of a Capacity Resolution, TRMC may, as its sole remedy for any breach by TLO of any of its obligations under Section 6(e), require TLO to complete a Restoration of the affected Amorco Asset, and the Throughput and Tankage Fee shall be reduced to account for the reduced Operating Capacity until such Restoration is completed. Any such Restoration required under this Section 6(f) shall be completed by TLO at TRMC's cost. TLO shall use commercially reasonable efforts to continue to provide storage and

throughput of TRMC's Products at the affected Amorco Asset while such Restoration is being completed. Any work performed by TLO pursuant to this Section 6(f) shall be performed and completed in a good and workmanlike manner consistent with applicable pipeline industry standards and in accordance with all applicable laws, rules and/or regulations. Additionally, during such period after the occurrence of (x) a Partnership Change of Control or (y) a sale of the Refinery, TRMC may exercise any remedies available to it under this Agreement (other than termination), including the right to immediately seek temporary and permanent injunctive relief for specific performance by TLO of the applicable provisions of this Agreement, including, without limitation, the obligation to make Restorations as described herein.

(a)    TLO Covenants. During the Interim Period, TLO covenants as follows:

(i)    the General Partner, on behalf of TLO, will provide necessary personnel, equipment and other services for the operation and maintenance of the Wharf and the Pipelines.

(ii)    TLO will reimburse TRMC for:

(1) all rentals under the Wharf Lease;

 

(2) any and all repairs and maintenance costs and capital expenditures for the Wharf and Pipelines, including without limitation all state required Marine Oil Terminal Engineering and Maintenance Standards (“MOTEMS”) obligations (other than those originally scheduled prior to the Commencement Date), but excluding those Amorco related-items specified in Schedule VI of the Omnibus Agreement, and any and all repairs and maintenance costs and capital expenditures resulting from a defect in existence at the time of the conveyance of the Wharf and Pipelines to TLO to the extent to which TRMC shall indemnify TLO pursuant to the Omnibus Agreement;

(3) all right of way expenses for the Pipelines; and

(4) without duplication of any amounts reimbursed or paid under the Omnibus Agreement or the Operational Services Agreement, any and all taxes, fees, insurance premiums, assessments or spill planning and/or response costs (except those costs for oil spill response services provided by the Marine Preservation Association related to obligations for oil spill prevention response, as provided in Schedule IV of the Omnibus Agreement) incurred by TRMC as lessee under the Wharf Lease or owner of the Pipelines.

(iii)    To the extent that any costs for which TLO should reimburse TRMC would be costs that could be immediately recovered by TLO by reason of per barrel surcharge to TRMC, as otherwise provided in Section 6, then TLO shall not be required to reimburse TRMC, and the surcharges shall not apply to such costs.

(iv)    TLO will also indemnify TRMC against any other claims, liabilities or losses that TRMC incurs in its status as lessee under the Wharf Lease or owner of the Pipelines during the Interim Period.

(b)    TRMC Covenants. During the Interim Period, TRMC covenants as follows:

(i)    TRMC shall pay to TLO those fees specified in Section 5 above.

(ii)    If the Lease Renewal requires a retroactive payment for increased rentals under the Wharf Lease prior to the date the Lease Renewal is issued by the CSLC, then TRMC shall remain solely responsible for paying such increased rentals for the prior period. TLO shall not be required to reimburse TRMC for any such retroactive increase attributable to the Interim Period, nor shall the MTCF be increased to cover such retroactive increased rentals attributable to the Interim Period.

(iii)    It is anticipated that TRMC may seek to obtain from the CSLC a renewal and extension of its nearby Avon wharf at the same time that it obtains a renewal and assignment of the Wharf Lease for the Amorco Wharf. TRMC will remain solely responsible for all costs associated with renewal and extension of the lease for the Avon wharf.

(c)    Mutual Covenants. During the Interim Period, both TRMC and TLO covenant as follows:

(i)    To cooperate in good faith to complete the Lease Assignment and the Lease Renewal and to complete the COFR Assignment. The Parties will cooperate and proceed in good faith to expedite issuance by the CSLC of the Lease Renewal and Lease Assignment as soon as reasonably practicable, under terms and procedures consistent with CSLC and state requirements.

(ii)    At any time before the issuance of the Lease Renewal, TLO will have the right to request that TRMC assign to TLO the current holdover Wharf Lease, and upon such request, TRMC will act with reasonable diligence, and TLO will cooperate with TRMC, in order to obtain CSLC approval of the transfer of the Wharf Lease as soon as reasonably practicable, under terms and procedures consistent with CSLC and state requirements. Ownership of the Pipelines will be transferred concurrently with such assignment of the Wharf Lease and the Parties will cooperate in good faith to consummate such conveyance.

(a)    Monthly Shortfall Credit. If, during any Month, actual Barrels throughput by TRMC are less than the Minimum Throughput Commitment, then TRMC shall nevertheless pay to TLO the MTCF. TRMC shall be entitled to a credit (a “Shortfall Credit”) equal to the product of $.55/Barrel multiplied by the difference between the Minimum Throughput Commitment and the volumes actually received at the Wharf during such Month. The Shortfall Credit shall be posted as a credit to TRMC's account, and shall be applied in subsequent Monthly invoices against amounts owed by TRMC for Incremental Volume Throughput Fees and Excess Volume Throughput Fees during any of the succeeding three (3) Months. A Shortfall Credit will be applied in the order in which such Shortfall Credit accrues and any portion of the Shortfall Credit that is not used by TRMC during the succeeding three (3) Months will expire (e.g., a Shortfall Credit which accrues in January will be available in February, March and April, will expire at the end of April, and must be applied prior to applying such Shortfall Credit which accrues in February).

(b)    Monthly Reconciliation. Actual volumes are to be determined Monthly, based upon vessel receipts during that Month and credited towards the Minimum Throughput Commitment in such Month. Deliveries of a vessel's cargo will apply to the Month in which unloading is completed; provided, however, that if a cargo cannot be unloaded in the Month in which unloading was scheduled due to the failure of TLO to perform the unloading as scheduled, then the Parties shall negotiate in good faith to determine the appropriate Month in which to credit receipt of such cargo. At the end of each Month, TLO

will calculate the total fees that TRMC incurred for throughputting Barrels during such Month, as follows:

TLO will also calculate the amount of any special reimbursements required under Section 6(a), setting forth reasonable detail of the basis for such reimbursement.

TRMC will calculate all costs incurred by TRMC as lessee under the Wharf Lease and owner of the Pipelines during the Interim Period for reimbursement by TLO, as required under Section 7.

(c)    Invoices. Each Party will invoice the other Party Monthly, providing its calculations of all the applicable items set forth above, and all amounts owed shall be due and payable no later than ten (10) Business Days after such Party's receipt of the other Party's invoice. The MTCF shall be invoiced at the end of the Month for which it applies. Netting shall be permitted for amounts owed by TRMC to TLO against amounts owed by TLO to TRMC for costs incurred by TRMC as lessee under the Wharf Lease and owner of the Pipelines. Any past due payments owed by either Party to the other shall accrue interest, payable on demand, at the lesser of (i) the rate of interest announced publicly by JPMorgan Chase Bank, in New York, New York, as JPMorgan Chase Bank's prime rate (which Parties acknowledge and agree is announced by such bank and used by the Parties for reference purposes only and may not represent the lowest or best rate available to any of the customers of such bank or the Parties), plus four percent (4%), and (ii) the highest rate of interest (if any) permitted by Applicable Law, from the due date of the payment through the actual date of payment.

All vetting of vessels and scheduling of receipts into the Wharf and delivery into and redelivery out of the Tanks into the Pipelines shall be made in accordance with those procedures and general terms and conditions substantially set forth in the form attached hereto as Schedule C. TRMC shall identify to TLO prior to the delivery of any Product to the Wharf the specific Pipelines and Tanks to be used for receiving, transporting and storing such Product. Notwithstanding anything contained herein, TLO shall in no way be responsible for demurrage.

(a)    Services. The services provided by TLO pursuant to this Agreement shall consist of throughputting, handling and storage of the Products at the Wharf, the Storage Facility and the Pipelines.

(b)    Operations. TLO will operate the Wharf, Storage Facility and the Pipelines consistent with customary industry practices, as applicable for a single user operation. The Wharf, Storage Facility and Pipelines will be available on 24/7/365 basis, as needed.

(c)    Volume Gains and Losses. TLO shall have no obligation to measure volume gains and losses and shall have no liability whatsoever for normal course physical losses that may result from the storage of the Products at the Tanks and the transportation of the Products through the Wharf and Pipelines, except if such losses are caused by the gross negligence or willful misconduct of TLO, as further described in Section 19 herein. TRMC will bear any volume gains and losses that may result from the storage or transportation of the Products at the Wharf, Storage Facility and through the Pipelines, respectively.

In order to effectuate the underlying objectives of this Agreement, TLO agrees that during the Term, the Amorco Assets shall be dedicated exclusively to the use of TRMC, and TLO shall not use any Amorco Asset to provide services for any third party, except upon specific directions from TRMC. The Pipelines identified on Schedule A attached hereto and the Tanks identified on Schedule B attached hereto shall be dedicated and used exclusively for the throughput and storage of TRMC's Products. At any time after any such Product has been received in such Tanks, TLO may, for operational, environmental or safety reasons, and in its sole discretion, move such Product to one or more other Tanks within the Storage Facility, at TLO's sole cost and expense.

TLO shall be deemed to have custody of the Product being transported through the Wharf, in the Storage Facility and on the Pipelines to the Storage Facility at the time it enters the Wharf; for other Products, TLO shall be deemed to have custody where it enters the receiving line at the Storage Facility. TRMC shall be deemed to receive custody of the Product at the time it enters the Refinery from the Pipelines. Upon re-delivery of any Product to TRMC's account, TRMC shall become solely responsible for any loss, damage or injury to Person or property or the environment, arising out of transportation, possession or use of such Product after transfer of custody. Title and risk of loss to all TRMC's Products received at the Wharf, in the Storage Facility, the Tanks, and the Pipelines shall remain with TRMC at all times. Both Parties acknowledge that this Agreement represents a bailment of Products by TRMC to TLO and not a consignment of Products, it being understood that TLO has no authority hereunder to sell or seek purchasers for the Products of TRMC. TRMC hereby warrants that it shall have good title to and the right to deliver, store and receive Products pursuant to the terms of this Agreement. TRMC acknowledges that, notwithstanding anything to the contrary contained in this Agreement, and except with respect to the Wharf and the Pipelines during the Interim Period, TRMC has or acquires no right, title or interest in or to any of Wharf, the Storage Facility (including the Tanks) and the Pipelines, except the right to receive, deliver, load, unload and store the Products in the Tanks and through the Pipelines as set forth herein. TLO shall retain control of the Storage Facility, including the Tanks, and after Lease Assignment, the Wharf and the Pipelines, at all times.

Each of the Parties hereby agrees to strictly abide by the Operating Requirements. Each Party, to the extent applicable, shall also carry out the handling of the Products at the Wharf, Storage Facility, the Tanks, and the Pipelines in accordance with the Operating Requirements.

(a)Tank Modifications. Each of Tanks shall be used for its historical service, provided however, that TRMC may request that a Tank be changed for storage of a different grade or type of Product. In such an instance, TLO shall agree in good faith to a change in such service, if the same can be accomplished in accordance with reasonable commercial standards, accepted industry and engineering guidelines, permit requirements and Applicable Law. If any such modifications, improvements, vapor recovery, cleaning, degassing, or other preparation of the Tanks is performed by TLO at the request of TRMC, TRMC shall bear all direct costs attributable thereto, including, without limitation, the cost of removal, processing, transportation, and disposal of all waste and the cost of any taxes or charges TLO may be required to pay in regard to such waste. TLO may require TRMC to pay all such amounts prior to commencement of any remodeling work on the Tanks, or by mutual agreement, the Parties may agree upon an increase in the Throughput and Tankage Fees reimburse TLO for its costs of such modifications, plus a reasonable return on capital.

(b)Responsibility for Fees. Should TLO take any of Tanks out of service for regulatory requirements, repair, or maintenance, TRMC shall be solely responsible for any alternative storage or product movements as required and all fees associated with such movements. TRMC shall not be reimbursed for any outside storage or transportation costs associated with any alternative movements that result from foregoing requirements. TRMC shall not be responsible to TLO for any throughput fees and dedicated tank storage fees associated with any Tanks taken out of service during the period that such Tank is out of service.

TLO hereby waives, relinquishes and releases any and all liens, including without limitation, any and all warehouseman's liens, custodian's liens, rights of retention and/or similar rights under all applicable laws, which TLO would or might otherwise have under or with respect to all Products stored or handled hereunder. TLO further agrees to furnish documents reasonably acceptable to TRMC and its lender(s) (if applicable), and to cooperate with TRMC in assuring and demonstrating that Product titled in TRMC's name shall not be subject to any lien on the Storage Facility or TLO's crude oil and other products stored there.

TRMC shall pay or cause to be paid all taxes, levies, royalties, assessments, licenses, fees, charges, surcharges and sums due of any nature whatsoever (other than ad valorem taxes, property taxes, income taxes, gross receipt taxes, payroll taxes and similar taxes) imposed by any federal, state or local government that TLO incurs on TRMC's behalf for the services provided by TLO under this Agreement. If TLO is required to pay any of the foregoing, TRMC shall promptly reimburse TLO in accordance with the payment terms set forth in this Agreement.

(a)    Compliance With Law. TRMC certifies that none of the Products covered by this Agreement were or will be derived from crude petroleum, petrochemical, or gas which was produced or withdrawn from storage or imported in violation of any federal, state or other governmental law, nor in violation of any rule, regulation or promulgated by any governmental agency having jurisdiction in the premises.

(b)    Licenses and Permits. TLO shall maintain all necessary licenses and permits for the storage of Products at the Storage Facility and the Amorco Assets.

(c)     Applicable Law. The Parties are entering into this Agreement in reliance upon and shall fully comply with all Applicable Law which directly or indirectly affects the Products throughput hereunder, or any receipt, throughput delivery, transportation, handling or storage of Products hereunder or the ownership, operation or condition of the Amorco Assets. Each Party shall be responsible for compliance with all Applicable Laws associated with such Party's respective performance hereunder and the operation of such Party's facilities. To the extent required by Applicable Law, and as applicable to the services performed under this Agreement, each Party shall specifically comply, and require its contractors and subcontractor(s) to comply with California Civil Code, Section 1714.43, as applicable to ensure that all contractors, subcontractors, vendors and suppliers comply with all labor laws, including laws against slave labor and human trafficking and that such contractors, subcontractors, vendors and suppliers verify that the materials incorporated into any products manufactured for either Party are in compliance with all such laws. In the event any action or obligation imposed upon a Party under this Agreement shall at any time be in conflict with any requirement of Applicable Law, then this Agreement, shall immediately be modified to conform the action or obligation so adversely affected to the requirements of the Applicable Law, and all other provisions of this Agreement shall remain effective.

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

Notwithstanding anything to the contrary contained herein, except to the extent set forth herein, neither Party shall be liable or responsible to the other Party or such other Party's affiliated Persons for any consequential, incidental, or punitive damages (including demurrage, whether related to marine movements or otherwise), or for loss of profits or revenues (collectively referred to as “special damages”) incurred by such Party or its affiliated Persons that arise out of or relate to this Agreement, regardless of whether any such claim arises under or results from contract, tort, or strict liability; provided that the foregoing limitation is not intended and shall not affect special damages imposed in favor of unaffiliated Persons that are not Parties to this Agreement. Except as expressly provided in this Agreement, neither Party makes any guarantees or warranties of any kind, expressed or implied, and each Party specifically disclaims all implied warranties of any kind or nature, including any implied warranty of merchantability and/or any implied warranty of fitness for a particular purpose.

(a)    Notwithstanding anything else contained in this Agreement, TLO shall release, defend, protect, indemnify, and hold harmless TRMC and each of its respective affiliates, officers, directors, shareholders, agents, employees, successors-in-interest and assignees (each individually, a “TRMC Indemnitee”, and collectively, the “TRMC Indemnitees”), from and against any and all demands, claims (including third-party claims), losses, costs, suits, or causes of action (including, but not limited to, any

judgments, losses, liabilities, fines, penalties, expenses, interest, reasonable legal fees, costs of suit, and damages, whether in law or equity and whether in contract, tort, or otherwise) for or relating to (i) personal or bodily injury to, or death of the employees of any TRMC Indemnitee and, as applicable, its carriers, customers, representatives, and agents, (ii) loss of or damage to any property, products, material, and/or equipment belonging to any TRMC Indemnitee and, as applicable, its carriers, customers, representatives, and agents, and each of their respective affiliates, contractors, and subcontractors (except for those volume losses provided for herein), (iii) loss of or damage to any other property, products, material, and/or equipment of any other description (except for those volume losses provided for herein), and/or personal or bodily injury to, or death of any other Person or Persons; and with respect to clauses (i) through (iii) above, to the extent caused by or resulting from the wrongful acts and omissions of TLO in connection with the ownership or operation of the Amorco Assets and the services provided hereunder, and, as applicable, its carriers, customers (other than the TRMC Indemnities), representatives, and agents, or those of their respective employees with respect to such matters, and (iv) any losses incurred by any TRMC Indemnitee due to violations of this Agreement by TLO, or, as applicable, its carriers, customers (other than the TRMC Indemnitees), representatives, and agents; PROVIDED THAT TLO SHALL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS ANY TRMC INDEMNITEE FROM AND AGAINST ANY CLAIMS TO THE EXTENT THEY RESULT FROM THE BREACH OF CONTRACT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH TRMC INDEMNITEE.

(b)    Notwithstanding anything else contained in this Agreement, TRMC shall release, defend, protect, indemnify, and hold harmless TLO and each of its respective affiliates, officers, directors, shareholders, agents, employees, successors-in-interest and assignees (each individually, a “TLO Indemnitee”, and collectively, the “TLO Indemnitees”) from and against any and all demands, claims (including third-party claims), losses, costs, suits, or causes of action (including, but not limited to, any judgments, losses, liabilities, fines, penalties, expenses, interest, reasonable legal fees, costs of suit, and damages, whether in law or equity and whether in contract, tort, or otherwise) for or relating to (i) personal or bodily injury to, or death of the employees of any TLO Indemnitee and, as applicable, its carriers, customers, representatives, and agents; (ii) loss of or damage to any property, products, material, and/or equipment belonging to any TLO Indemnitee and, as applicable, its carriers, customers, representatives, and agents, and each of their respective affiliates, contractors, and subcontractors (except for those volume losses provided for herein); (iii) loss of or damage to any other property, products, material, and/or equipment of any other description (except for those volume losses provided for herein), and/or personal or bodily injury to, or death of any other Person or Persons; and with respect to clauses (i) through (iii) above, to the extent caused by or resulting from the wrongful acts and omissions of TRMC, in connection with TRMC's use of the Amorco Assets and the services provided hereunder and TRMC's Products stored hereunder, and, as applicable, its carriers, customers, representatives, and agents, or those of their respective employees with respect to such matters; and (iv) any losses incurred by any TLO Indemnitee due to violations of this Agreement by TRMC, or, as applicable, its carriers, customers, representatives, and agents; PROVIDED THAT TRMC SHALL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS ANY TLO INDEMNITEE FROM AND AGAINST ANY CLAIMS TO THE EXTENT THEY RESULT FROM THE BREACH OF CONTRACT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH TLO INDEMNITEE. For the avoidance of doubt, nothing herein shall constitute a release by TRMC of any volume losses that are caused by the TLO's gross negligence, breach of this Agreement or willful misconduct.

(c)    THE INDEMNIFICATION PROVISIONS PROVIDED FOR IN THIS AGREEMENT HAVE BEEN EXPRESSLY NEGOTIATED IN EVERY DETAIL, ARE INTENDED TO BE GIVEN FULL AND LITERAL EFFECT, AND SHALL BE APPLICABLE WHETHER OR NOT THE LIABILITIES, OBLIGATIONS, CLAIMS, JUDGMENTS,

LOSSES, COSTS, EXPENSES OR DAMAGES IN QUESTION ARISE OR AROSE SOLELY OR IN PART FROM THE GROSS, ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OF ANY INDEMNIFIED PARTY. EACH PARTY ACKNOWLEDGES THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND CONSTITUTES CONSPICUOUS NOTICE. NOTICE IN THIS CONSPICUOUS NOTICE IS NOT INTENDED TO PROVIDE OR ALTER THE RIGHTS AND OBLIGATIONS OF THE PARTIES, ALL OF WHICH ARE SPECIFIED ELSEWHERE IN THIS AGREEMENT.    

(a)Termination for Default. A Party shall be in default under this Agreement if:

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

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

If either Party is in default as described above, then (i) if TRMC is in default, TLO may or (ii) if TLO is in default, TRMC may: (1) terminate this Agreement upon notice to the defaulting Party; (2) withhold any payments due to the defaulting Party under this Agreement; and/or (3) pursue any other remedy at law or in equity.

(b)    Termination due to Rescission by TLO. In the event that TLO should reasonably determine that the CSLC has finally:

(i)    refused to approve the Lease Renewal for TRMC;

(ii)    refused to approve the Lease Assignment at the time of the Lease Renewal, or earlier if TLO should request that TRMC seek an earlier assignment of the Wharf Lease; or

(iii)    imposed conditions upon the Lease Renewal or Lease Assignment that are unacceptable to TLO and not consistent with current terms (other than increased rent, in accordance with current standards);

and TLO has rescinded the contribution of the Amorco Assets made pursuant to the Contribution Agreement, then TLO may terminate this Agreement effective as of the date of rescission specifically provided for in the Contribution Agreement; provided, however, that indemnities will remain in place for liabilities and conditions arising prior to the Commencement Date and for liabilities relating to TLO's operation of the Amorco Assets between the Commencement Date and the date of rescission. Revenues

and expenses during the time period between the Commencement Date and the date of rescission will not be refunded or reimbursed.

(c)    Obligations at Termination. TRMC shall, upon expiration or termination of this Agreement, promptly remove all of its Products from the Storage Facility and Pipelines within thirty (30) days of such termination or expiration. In the event all of the Product is not removed within such thirty (30) day period, TRMC shall be assessed a holdover storage fee, calculated on the same basis as the Throughput and Tankage Fees, to all Products held in storage more than thirty (30) days beyond the termination or expiration of this Agreement until such time TRMC's entire Product is removed from the Tanks and the Storage Facility.

(d)    Right to Enter New Agreement. Upon termination of this Agreement for reasons other than (x) a default by TRMC, (y) a termination due to rescission, and (y) any other termination of this Agreement initiated by TRMC pursuant to Section 21 or Section 22, TRMC shall have the right to require TLO to enter into a new marine terminal use and throughput agreement with TRMC that (i) is consistent with the terms set forth in this Agreement, (ii) relates to the same Amorco Assets that are the subject matter of this Agreement, and (iii) has commercial terms that are, in the aggregate, equal to or more favorable to TLO than fair market value terms as would be agreed by similarly-situated parties negotiating at arm's length; provided, however, that the term of any such new marine terminal use and throughput agreement shall not extend beyond April 30, 2031.

(e)    Right of First Refusal. In the event that TLO proposes to enter into a marine terminal use and throughput agreement with a third party upon the termination of this Agreement for reasons other than (x) by default by TRMC, (y) termination due to rescission, and (z) any other termination of this Agreement initiated by TRMC pursuant to Section 21 or Section 22, TLO shall give TRMC ninety (90) days prior written notice of any proposed new marine terminal use and throughput agreement with a third party, including (i) details of all of the material terms and conditions thereof and (ii) a thirty (30)-day period (beginning upon TRMC's receipt of such written notice) (the “MTUTA First Offer Period”) in which TRMC may make a good faith offer to enter into a new marine terminal use and throughput agreement with TLO (the “MTUTA Right of First Refusal”).  If TRMC makes an offer on terms no less favorable to TLO than the third-party offer with respect to such marine terminal use and throughput agreement during the MTUTA First Offer Period, then TLO shall be obligated to enter into a marine terminal use and throughput agreement with TRMC on the terms set forth in subsection (c) above. If TRMC does not exercise its MTUTA Right of First Refusal in the manner set forth above, TLO may, for the next ninety (90) days, proceed with the negotiation of the third-party marine terminal use and throughput agreement. If no third-party marine terminal use and throughput agreement is consummated during such ninety-day period, the terms and conditions of this Section 20(e) shall again become effective. Notwithstanding anything contained in this Section 20(e) to the contrary, TRMC's MTUTA Right of First Refusal shall only be available and exercisable for a period of one hundred twenty (120) days after termination of this Agreement for reasons other than (x) by default by TRMC, (y) termination due to rescission, and (z) any other termination of this Agreement initiated by TRMC pursuant to Section 21 or Section 22.

(a)    As soon as possible upon the occurrence of a Force Majeure, TLO shall provide TRMC with written notice of the occurrence of such Force Majeure (a “Force Majeure Notice”). TLO shall identify in such Force Majeure Notice the approximate length of time that TLO reasonably believes in good faith such Force Majeure shall continue (the “Force Majeure Period”). If TLO is unable to perform or is delayed in performing, in whole or in part, its obligations hereunder as a result of such Force Majeure, then TLO's obligations shall be suspended during, but no longer than, the continuance of such

Force Majeure event, subject to Sections 6(c) through (f) above. If TLO advises in any Force Majeure Notice that it reasonably believes in good faith that the Force Majeure Period shall continue for more than twelve (12) consecutive Months, then, subject to Section 6 above, at any time after TLO delivers such Force Majeure Notice, either Party may terminate that portion of this Agreement relating to the affected Wharf, Pipeline(s) and/or Tank(s) (with a corresponding and pro rata adjustment in the applicable Throughput and Tankage Fees and URPP Use Fee), but only upon delivery to the other Party of a notice (a “Termination Notice”) at least twelve (12) Months prior to the expiration of the Force Majeure Period; provided, however; that such Termination Notice shall be deemed cancelled and of no effect if the Force Majeure Period ends prior to the expiration of such twelve-Month period. For the avoidance of doubt, neither Party may exercise its right under this Section 21(a) to terminate this Agreement as a result of a Force Majeure with respect to any machinery, storage, tanks, lines of pipe or other equipment that has been unaffected by, or has been restored to working order since, the applicable Force Majeure, including pursuant to a Restoration under Section 6.

(b)    Notwithstanding the foregoing, if TRMC delivers a Termination Notice to TLO (the “TRMC Termination Notice”) and, within thirty (30) days after receiving such TRMC Termination Notice, TLO notifies TRMC that TLO reasonably believes in good faith that it shall be capable of fully performing its obligations under this Agreement within a reasonable period of time, then the TRMC Termination Notice shall be deemed revoked and the applicable portion of this Agreement shall continue in full force and effect as if such TRMC Termination Notice had never been given.

(a)    In the event that TRMC decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive Months, TRMC may provide written notice to TLO of TRMC's intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time after TRMC has publicly announced such suspension and, upon the expiration of the twelve (12)-Month period following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If TRMC publicly announces, more than two (2) Months prior to the expiration of the Notice Period, its intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked, and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered.

(b)    During the Notice Period, TRMC shall remain liable for Monthly payments of the Throughput and Tankage Fees and the URPP Use Fee and any reimbursements or surcharges hereunder.

(c)    During the Notice Period, TLO will not be obligated to provide exclusive dedicated use of the Amorco Assets for TRMC; provided, however, that TLO shall continue to allow TRMC use of the Amorco Assets on a priority basis, and TLO shall not dedicate any portion of the Amorco Assets to common carrier service without the prior written approval of TRMC, which approval shall not be unreasonably withheld or delayed.

(d)    Upon the expiration of the Notice Period, this Agreement shall terminate, except as provided in subsection (e) below, and TRMC's approval shall not be required for TLO to dedicate any of the Amorco Assets to common carrier service.

(e)    If the Notice Period shall occur during the Interim Period, then TRMC and TLO shall cooperate in good faith to obtain all required approvals of the CSLC and CDFG and other state agencies to permit the Lease Assignment and COFR Assignment and the transfer of the Pipelines as early as reasonably practicable, but the provisions specified in Section 6 of this Agreement regarding

reimbursement for TRMC's costs as Lessee of the Wharf Lease and owner of the Pipelines shall continue through the Interim Period.

(f)    TRMC is not permitted to suspend or reduce its obligations under this Agreement in connection with a shutdown of the Refinery for scheduled turnarounds or other regular servicing or maintenance. If refining operations at the Refinery are suspended for any reason (including Refinery turnarounds and other scheduled maintenance), then TRMC shall remain liable for the Throughput and Tankage Fees and the URPP Use Fee and any reimbursements or surcharges under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. TRMC shall provide at least thirty (30) days' prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance.

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

(b)TLO shall not assign any of its rights or obligations under this Agreement without TRMC's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (i) subject to Section 23(d) below, TLO may assign this Agreement without TRMC's consent in connection with a sale by TLO of all or substantially all of the Amorco Assets so long as the transferee: (A) agrees to assume all of TLO's obligations under this Agreement; (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by TLO in its reasonable judgment; and (C) is not a competitor of TRMC; and (ii) TLO shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLO.

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

(d)In the event that TLO proposes to sell all or substantially all of the Amorco Assets to a third party, TLO shall give TRMC ninety (90) days' prior written notice of any such sale, including (i) details of all of the material terms and conditions thereof, including without limitation, a firm commitment by a capable third party purchaser to purchase the Amorco Assets at specified price, and (ii) a sixty (60)-day period (beginning upon TRMC's receipt of such written notice) (the “Purchase First Offer Period”) in which TRMC may make a good faith offer to purchase the Amorco Assets from TLO (the “Purchase Right of First Refusal”).  If TRMC makes an offer on terms no less favorable to TLO than the third-party offer with respect to such sale during the Purchase First Offer Period, then TLO shall be obligated to sell the Amorco Assets to TRMC on the same terms set forth in such offer to purchase by the third party. If TRMC does not exercise its Purchase Right of First Refusal in the manner set forth above, TLO may, for the next ninety (90) days, proceed with the negotiation of the sale of the Amorco Assets. If such sale is not consummated during such ninety (90) period, the terms and conditions of this Section 23(d) shall again become effective.

(e)TRMC's obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided, however, that in the case of any Partnership Change of Control or the sale of all or substantially all of the Amorco Assets to a purchaser other than TRMC, TRMC shall retain the option to extend the Term of this Agreement as provided in Section 4, and the Identification Date (as defined in the Omnibus Agreement) shall be deemed to have occurred, if it has not already occurred by reason of the passage of time. TLO shall provide TRMC with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

(a)    At all times during the Term of this Agreement and for a period of two (2) years after termination of this Agreement for any coverage maintained on a “claims-made” or “occurrence” basis, each Party shall maintain at its expense the below listed insurance in the amounts specified below which are minimum requirements. Such insurance shall provide coverage to each Party, as applicable, and such policies, other than Worker's Compensation Insurance, shall include each Party as an Additional Insured, as applicable. Each policy shall provide that it is primary to and not contributory with any other insurance, including any self-insured retention, maintained by either Party (which shall be excess) and each policy shall provide the full coverage required by this Agreement. All such insurance shall be written with carriers and underwriters acceptable to both Parties, and eligible to do business in the State of California and having and maintaining an A.M. Best financial strength rating of no less than “A-“ and financial size rating no less than “VII”; provided that either Party may procure worker's compensation insurance from the State of California. All limits listed below are required MINIMUM LIMITS:

    

(b)    All such policies must be endorsed with a Waiver of Subrogation endorsement, effectively waiving rights of recovery under subrogation or otherwise, against either Party, as applicable, and shall contain where applicable, a severability of interest clause and a standard cross liability clause.

(c)    Upon execution of this Agreement and prior to the operation of any equipment by either Party, each Party will furnish to the other Party, and at least annually thereafter (or at any other times upon request by a Party) during the Term of this Agreement (and for any coverage maintained on a “claims-made” basis, for two (2) years after the termination of this Agreement), insurance certificates and/or certified copies of the original policies to evidence the insurance required herein. Such certificates shall be in the form of the “Accord” Certificate of Insurance, and reflect that they are for the benefit of such Party and shall provide that there will be no material change in or cancellation of the policies unless such Party is given at least thirty (30) days prior written notice. Certificates providing evidence of renewal of coverage shall be furnished to each Party prior to policy expiration.

(d)    Each Party shall be solely responsible for any applicable deductibles or self-insured retention.

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

(a)Obligations. Each Party shall use reasonable efforts to retain the other Parties' Confidential Information in confidence and not disclose the same to any third party nor use the same, except as authorized by the disclosing Party in writing or as expressly permitted in this Section 26. Each Party further agrees to take the same care with the other Party's Confidential Information as it does with its own, but in no event less than a reasonable degree of care. Excepted from these obligations of confidence and non-use is that information which:

(i)    is available, or becomes available, to the general public without fault of the receiving Party;

(ii)    was in the possession of the receiving Party on a non-confidential basis prior to receipt of the same from the disclosing Party;

(iii)    is obtained by the receiving Party without an obligation of confidence from a third party who is rightfully in possession of such information and, to the receiving Party's knowledge, is under no obligation of confidentiality to the disclosing Party; or

(iv)    is independently developed by the receiving Party without reference to or use of the disclosing Party's Confidential Information.

For the purpose of this Section 26, a specific item of Confidential Information shall not be deemed to be within the foregoing exceptions merely because it is embraced by, or underlies, more general information in the public domain or in the possession of the receiving Party.

(b)Required Disclosure. Notwithstanding Section 26(a) above, if the receiving Party becomes legally compelled to disclose the Confidential Information by a court, Governmental Authority or Applicable Law, or is required to disclose by the listing standards of any applicable securities exchange, any of the disclosing Party's Confidential Information, the receiving Party shall promptly advise the disclosing Party of such requirement to disclose Confidential Information as soon as the receiving Party becomes aware that such a requirement to disclose might become effective, in order that, where possible, the disclosing Party may seek a protective order or such other remedy as the disclosing Party may consider appropriate in the circumstances. The receiving Party shall disclose only that portion of the disclosing Party's Confidential Information that it is required to disclose and shall cooperate with the disclosing Party in allowing the disclosing Party to obtain such protective order or other relief.

(c)Return of Information. Upon written request by the disclosing Party, all of the disclosing Party's Confidential Information in whatever form shall be returned to the disclosing Party or destroyed with destruction certified by the receiving Party upon termination of this Agreement, without the receiving Party retaining copies thereof except that one copy of all such Confidential Information may be retained by a Party's legal department solely to the extent that such Party is required to keep a copy of such Confidential Information pursuant to Applicable Law, and the receiving Party shall be entitled to retain any Confidential Information in the electronic form or stored on automatic computer back-up archiving systems during the period such backup or archived materials are retained under such Party's customary procedures and policies; provided, however, that any Confidential Information retained by the receiving Party shall be maintained subject to confidentiality pursuant to the terms of this Section 26, and such archived or back-up Confidential Information shall not be accessed except as required by Applicable Law.

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

(e)Survival. The obligation of confidentiality under this Section 26 shall survive the termination of this Agreement for a period of two (2) years.

(a)Modification; Waiver. This Agreement may be terminated, amended or modified only by a written instrument executed by the Parties. Any of the terms and conditions of this Agreement may be waived in writing at any time by the Party entitled to the benefits thereof. No waiver of any of the terms and conditions of this Agreement, or any breach thereof, will be effective unless in writing signed by a

duly authorized individual on behalf of the Party against which the waiver is sought to be enforced. No waiver of any term or condition or of any breach of this Agreement will be deemed or will constitute a waiver of any other term or condition or of any later breach (whether or not similar), nor will such waiver constitute a continuing waiver unless otherwise expressly provided.

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

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

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

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

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

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

(h)Schedules. Each of the Schedules attached hereto and referred to herein is hereby incorporated in and made a part of this Agreement as if set forth in full herein.

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

“API” means the American Petroleum Institute. “ASTM” means the American Society for Testing and Materials. “Gross Standard Volume” means the total volume of all petroleum liquids and sediment and water, excluding free water, corrected by the appropriate volume correction factor (Ctl) for the observed temperature and API gravity, relative density, or density to a standard temperature such as 60°F and also corrected by the applicable pressure correction factor (Cpl) and meter factor.

Parties and will be used in the monthly statement of account issued by Operator to Customer, absent fraud or manifest error.

Within ninety (90) days of an audit commencing, audit findings, even if not finalized must be communicated in writing to the Party being audited. Within one-hundred and eighty (180) days of an audit commencing, all final audit findings must be presented to the Party being audited. Subject to the time

limitations defined herein in Section 7.0 (Audit), the Parties will negotiate in good faith to verify and promptly settle claims pursuant to this clause provided that any claim not filed with the appropriate court of law within twenty-four (24) months of the date of the invoice in question shall be waived.

Listed below are the nomination and scheduling procedures for Marine Vessel shipments of Product into the Amorco Terminal.

                    

Vessel Scheduler:        [Mr. Kevin Riley

Telephone:            (210 ###-###-####

Cell Phone:             ###-###-####

Facsimile:             ###-###-####

E-Mail:                 ***@***

All information required to complete the vessel vetting process as described in the attached Exhibits B-1 (Tesoro Marine Vessel Vetting Process) must be submitted seven (7) calendar days prior to Marine Vessel arrival, unless otherwise directed by TLO. TRMC must provide evidence of insurance coverage required by this Agreement.

3.4.1    Marine Vessel fails to meet regulatory requirements prior to docking at berth;

A Marine Vessel that fails to meet one of the above criteria may be allowed to unload if that Marine Vessel’s agent and the agents of other subsequently affected Marine Vessels agree to conform with the applicable needs of the Terminal and the operators at the Wharf agree that unloading may safely and legally proceed.

3.5    Marine Restrictions. TRMC must warrant and comply as follows:

*Maximum draft in brackish Water with specific gravity of 1.010. Vessels may be limited by Pinole Shoals.

Minimum mooring lines of 0-3-3 forward and aft winch mounted lines. All lines must have minimum breaking strength of 59 ST (53.523 MT).

Tesoro Corporation (“Tesoro”) is a San Antonio, Texas based refining and marketing company with deepwater access refineries and/or terminals in Nikiski, Alaska; Anacortes Washington; Martinez, California; Los Angeles, California, and Kapolei, Hawaii.

All vessels must be vetted and accepted before they can be approved to berth at a facility owned or operated by Tesoro.

Vetting is used to determine the suitability and acceptability/non-acceptability of a vessel with the following objectives:

Vetting is performed by the Tesoro Vetting group utilizing a dedicated vetting program designed and maintained by Marine Information Systems. The program is called Tesoro Assessment & Ship Clearance (TASC), and it is internet based and provides a central process and record of all vetting activity. TASC includes direct links with Lloyd’s List Intelligence and Q88.com as well as links with SIRE, USCG PSIX, Equasis, Paris MOU, Tokyo MOU, Indian Ocean MOU and other sites that may be useful in the vetting process. TASC also includes a Terminal/Superintendent feedback capability which is an important element of the vetting process.

Vetting requests must be submitted in TASC by Tesoro personnel.

When a vessel is submitted for a vetting clearance the owner or operator must provide or update the following to the Terminal scheduler (as indicated in Annex B) with carbon copy to ***@*** :

The vetting process includes numerous factors such as those listed below, but may include other considerations as circumstances warrant:

After a detailed review the following may result:

A vessel must be vetted each and every time it is considered for use as described in the previous vetting policy section unless the vessel is under time charter to Tesoro.

The following specific criteria will apply:

TIME IN RANK: An aggregate of 2.5 years of on board sea time between the Master & C/O, and the same for the C/E & 1E.

TIME ON ALL TYPES OF TANKERS: Minimum 2.5 years of on board sea time individually for Master, C/O, C/E & 1E.

TIME WITH OPERATOR: An aggregate of 2 calendar years between the Master & C/O, and the same for the C/E & 1E.

Owners/Operators wishing to have their vessel inspected must submit the Tesoro SIRE Inspection Request. This form is available at q88.com or from ***@***

It is preferred that the inspection is conducted during a daylight discharge operation. An agreement to perform an inspection will be completed between the owner/operator and Tesoro that establishes the inspection process, and the submittal of owner comments to SIRE. The charge for the inspection will be covered in the agreement.

Tesoro utilizes SIRE inspectors based in the following countries:

Contact the Tesoro Vetting Group via email at ***@*** to ensure messages are received in a timely manner without regard to time zones and people away from the office. If required, direct contact may be made as follows:

Captain Debra Cobb

Marine Assurance Manager

Office: 210 ###-###-#### Central US Time Zone

Secondary contact regarding SIRE Inspections and Vetting –

Captain Robert McCaughey

Manager West Coast Shipping Operations

Office: 562 ###-###-#### US Pacific Time Zone

Tesoro Maritime Company

ATTENTION: Marine Assurance Manager

19100 Ridgewood Parkway

San Antonio, Texas 78259

The purpose of this document is to set forth authorized entry procedures for the Amorco Terminal.

Exemptions:

•    Tesoro Logistics Operations GP,LC employees, Tankermen, local and government regulating agencies.

•    Prior written approval from the FSO/Terminal Manager granting authorization of said crew members.

This Amorco Terminal Access Agreement (this “Access Agreement”) is entered into on _________ __, 20__ (“Effective Date”) by and between ______________ (“TLO”), and _____________________________ (“Contractor”). TLO and Contractor are sometimes hereinafter referred to individually as “Party” and/or collectively as “Parties”.

Contractor desires the right to access TLO’s Terminal(s) (defined below; and

TLO agrees to provide access to Contractor to the Terminals subject to the terms and conditions of this Access Agreement.

NOW THEREFORE, in consideration of the mutual premises and covenants set forth herein, TLO and Contractor hereby agree as follows:

until TLO has received thirty (30) days written notice. Contractor hereby waives, and shall cause its insurers and those of the Agents to also waive any right of subrogation that they may have against TLO Group. All insurance coverage required hereunder shall be primary to, and not in excess of or contributory with, any insurance that may be maintained by TLO.

the Parties agree to amend or reform this Access Agreement to effect as closely as possible the original intent of the Parties.

The purpose of this document is to set forth authorized entry procedures for the Amorco Terminal.

The procedures listed below are in accordance with the TLO’s facility security plan, TLO’s operations manual and all Applicable Law, including, but not limited to, 33 CFR-Maritime Security (USCG) section 105.255.

Exemptions:

•    Tesoro Logistics Operations GP,LC employees, Tankermen, local and government regulating agencies.

•    Prior written approval from the FSO/Terminal Manager granting authorization of said crew members.