exv10w2



 







Exhibit 10.2









AMENDMENT NO. 3




TO




THIRD AMENDED AND RESTATED CREDIT AGREEMENT




          This
AMENDMENT NO. 3 to THIRD AMENDED AND RESTATED CREDIT AGREEMENT (the
“Amendment”), dated
as of July 31, 2006, is entered into by and among Tesoro Corporation (the “Borrower”), the
financial institutions party to the below-defined Credit Agreement (the “Lenders”), and JPMorgan
Chase Bank, N.A. (successor by merger to Bank One, NA (Illinois)), as Administrative Agent (the
“Agent”). Each capitalized term used herein and not otherwise defined herein shall have the
meaning given to it in the below-defined Credit Agreement.




WITNESSETH




          WHEREAS, the Borrower, the Lenders, and the Agent are parties to a Third Amended and Restated
Credit Agreement dated as of May 25, 2004 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”); and




          WHEREAS, the Borrower wishes to amend the Credit Agreement in certain respects and the Lenders
and the Agent are willing to amend the Credit Agreement on the terms and conditions set forth
herein;




          NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Borrower, the Agent and the Lenders hereby agree as follows:




     1. Amendments to Credit Agreement. Effective as of the date first above written, and subject
to the satisfaction of the conditions to effectiveness set forth in Section 2 below, the Credit
Agreement is hereby amended as follows:



     (a) The definition of “Applicable Fee Rate” set forth in Section 1.1 of the Credit Agreement
is hereby amended in its entirety as follows:




     “Applicable Fee Rate” means, with respect to the Commitment Fee at any time, 0.25%.



     (b) The definition of “Commitment Schedule” set forth in Section 1.1 of the Credit Agreement
is hereby amended to delete the reference to “as of the Closing Date” each time such reference
appears therein.



 









 





     (c) The definition of “Termination Date” set forth in Section 1.1 of the Credit Agreement is hereby
amended in its entirety as follows:




     “Termination Date” means the earlier of (a) June 30, 2009 and (b) the date of
termination in whole of the Aggregate Revolving Loan Commitment pursuant to Section 2.4
hereof or the Revolving Loan Commitments pursuant to Section 8.1 hereof.



     (d) Section 2.19.4 of the Credit Agreement is hereby amended to delete therefrom the reference
to 0.125% set forth in clause (a) thereof and to substitute 0.10% therefor.



     (e) The Pricing Schedule to the Credit Agreement is hereby amended in its entirety pursuant to
the Pricing Schedule attached hereto as Exhibit A.



     (f) The Commitment Schedule to the Credit Agreement is hereby amended in its entirety pursuant
to the Commitment Schedule attached hereto as Exhibit B.



     2. Conditions of Effectiveness. This Amendment shall become effective and be deemed effective
as of the date hereof, if, and only if:



          (a) the Agent shall have received executed copies of this Amendment from the Borrower and each
of the Lenders;




          (b) the Agent shall have received a written reaffirmation of the Borrower’s and the Subsidiary
Guarantors’ respective obligations under the Guaranty and the Collateral Documents in form and
substance substantially similar to Exhibit C hereto; and




          (c) the Agent shall have receive the following fees in immediately available funds, which,
once paid, shall be fully earned and non-refundable: for each Lender with a Revolving Loan
Commitment that signs this Amendment, an amount equal to 0.05% times such Lender’s Revolving Loan
Commitment.




     3. Representations and Warranties of the Borrower. The Borrower hereby represents and warrants
as follows:



          (a) The Credit Agreement as previously executed constitutes the legal, valid and binding
obligation of the Borrower and is enforceable against the Borrower in accordance with its terms,
except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyances,
reorganization or similar laws relating to or affecting the enforcement of creditors’ rights
generally; (ii) general equitable principles (whether considered in a proceeding in equity or at
law); and (iii) requirements of reasonableness, good faith and fair dealing.




          (b) Upon the effectiveness of this Amendment, the Borrower hereby (i) represents that no
Default or Unmatured Default exists under the terms of the Credit Agreement, (ii) reaffirms all
covenants, representations and warranties made in the Credit Agreement, and (iii) agrees that all
such covenants, representations and warranties shall be deemed to have been remade as of the
effective date of this Amendment, provided that any such covenant, representation or warranty that
references a specific date is reaffirmed as of such referenced date.




2









 








          (c) The modifications contemplated by this Amendment are permitted under the terms of the
Other Senior Secured Debt and those indentures referenced in Section 9.18 of the Credit Agreement
that remain in effect as of the date hereof.




     4. Effect on the Credit Agreement.



          (a) Upon the effectiveness of this Amendment, on and after the date hereof, each reference in
the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import
shall mean and be a reference to the Credit Agreement, as amended and modified hereby.




          (b) Except as specifically amended and modified above, the Credit Agreement and all other
documents, instruments and agreements executed and/or delivered in connection therewith shall
remain in full force and effect, and are hereby ratified and confirmed.




          (c) The execution, delivery and effectiveness of this Amendment shall neither, except as
expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders or the
Agent, nor constitute a waiver of any provision of the Credit Agreement or any other documents,
instruments and agreements executed and/or delivered in connection therewith.




     5. Costs and Expenses. The Borrower agrees to pay all reasonable costs, fees and
out-of-pocket expenses (including attorneys’ fees and expenses charged to the Agent) incurred by
the Agent and the Lenders in connection with the preparation, arrangement, execution and
enforcement of this Amendment.



     6. Governing Law. This Amendment shall be governed by and construed in accordance with the
internal laws, as opposed to the conflicts of law provisions, of the State of New York; provided,
however, that if a court, tribunal or other judicial entity with jurisdiction over the Credit
Agreement, this Amendment and the transactions evidenced by the Loan Documents were to disregard
such choice of law, this Amendment shall be governed by and construed in accordance with the
internal laws, as opposed to the conflicts of law provisions, of the State of Illinois.



     7. Headings. Section headings in this Amendment are included herein for convenience of
reference only and shall not constitute a part of this Amendment for any other purpose.



     8. Counterparts. This Amendment may be executed by one or more of the parties to the
Amendment on any number of separate counterparts and all of said counterparts taken together shall
be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a
signature page of this Amendment by facsimile shall be effective as delivery of a manually executed
counterpart of this Amendment.



     9. No Strict Construction. The parties hereto have participated jointly in the negotiation and
drafting of this Amendment. In the event an ambiguity or question of intent or interpretation
arises, this Amendment shall be construed as if drafted jointly by the parties hereto



3









 




and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of
the authorship of any provisions of this Amendment.




The remainder of this page is intentionally blank.




4









 








     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first
above written.



	 	 	 	 	 	 	 
	 	 	TESORO CORPORATION,	 	 
	 	 	as the Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Otto C. Schwethelm	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Otto C. Schwethelm	 	 
	 

	 	Title:
	 	Vice President, Finance and Treasurer	 	 






 









 






	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A. (successor by merger
	 	 	to Bank One, NA (Illinois)),
	 	 	individually, as initial LC Issuer, and as Administrative
	 	 	Agent
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Freeman	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John Freeman	 	 
	 

	 	Title:
	 	Vice President	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Hance VanBeber	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Hance VanBeber	 	 
	 

	 	Title:
	 	Sr. Vice President	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	STATE OF CALIFORNIA PUBLIC EMPLOYEES’	 	 
	 	 	RETIREMENT SYSTEM	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Arnold B. Phillips	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Arnold B. Phillips	 	 
	 

	 	Title:
	 	Senior Investment Officer	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	FORTIS CAPITAL CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Darrell Holley	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Darrell Holley	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Casey Lowary	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Casey Lowary	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	WELLS FARGO FOOTHILL, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Patrick McCormack	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Patrick McCormack	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT





 










 







	 	 	 	 	 	 
	 

	LASALLE BUSINESS CREDIT, LLC
	 	 
	 
	 	 	 	 	 
	 

	By:	 	/s/ Daniel Gallagher	 	 
	 

	 	 	 
	 	 
	 

	Name:	 	Daniel Gallagher	 	 
	 

	Title:	 	Vice President	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT





 









 








	 	 	 	 	 
	 

	 	PNC BANK, N.A.
	 	 
	 
	 	 	 	 
	 

	 	By:      /s/ Terrance O. McKinney	 	 
	 

	 	 
	 	 
	 

	 	Name: Terrance O. McKinney	 	 
	 

	 	Title:   Vice President	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT





 









 








	 	 	 	 	 
	 

	 	PB CAPITAL CORPORATION
	 	 
	 
	 	 	 	 
	 

	 	By:      /s/ Kevin M. Higgins	 	 
	 

	 	 
	 	 
	 

	 	Name: Kevin M. Higgins	 	 
	 

	 	Title:   Assistant Vice President	 	 
	 
	 	 	 	 
	 

	 	By:      /s/
Christoph Belanger	 	 
	 

	 	 
	 	 
	 

	 	Name: Christoph Belanger	 	 
	 

	 	Title:   Assistant Vice President	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT





 









 








	 	 	 	 	 
	 

	 	GUARANTY BANK
	 	 
	 
	 	 	 	 
	 

	 	By:      /s/ Jim R. Hamilton	 	 
	 

	 	 
	 	 
	 

	 	Name: Jim R. Hamilton	 	 
	 

	 	Title:   Senior Vice President	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 

	 	CALYON NEW YORK BRANCH
	 	 
	 
	 	 	 	 
	 

	 	By:      /s/ Page Dillehunt	 	 
	 

	 	 
	 	 
	 

	 	Name: Page Dillehunt	 	 
	 

	 	Title:   Managing Director	 	 
	 
	 	 	 	 
	 

	 	By:      /s/ Michael Willis	 	 
	 

	 	 
	 	 
	 

	 	Name: Michael Willis	 	 
	 

	 	Title:   Director	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT





 









 









	 	 	 	 	 
	 

	 	UBS AG, STAMFORD BRANCH
	 	 
	 
	 	 	 	 
	 

	 	By:      /s/ Richard L. Tavrow	 	 
	 

	 	 
	 	 
	 

	 	Name: Richard L. Tavrow	 	 
	 

	 	Title:   Director 

            Banking Products Services, US	 	 
	 
	 	 	 	 
	 

	 	By:      /s/ Irja R. Otsa	 	 
	 


	 	 
	 	 
	 

	 	Name: Irja R. Otsa	 	 
	 

	 	Title:   Associate Director 

            Banking Products Services. US	 	 






SIGNATURE PAGE TO AMENDMENT NO. 1

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT





 









 








	 	 	 	 	 
	 

	 	SIEMENS FINANCIAL SERVICES, INC.
	 	 
	 
	 	 	 	 
	 

	 	By:      /s/ Joseph Accardi	 	 
	 

	 	 
	 	 
	 

	 	Name: Joseph Accardi	 	 
	 

	 	Title:   Vice President-Managing Director	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT





 









 








	 	 	 	 	 
	 

	 	THE ROYAL BANK OF SCOTLAND plc
	 	 
	 
	 	 	 	 
	 

	 	By:      /s/ John Preece	 	 
	 

	 	 
	 	 
	 

	 	Name: John Preece	 	 
	 

	 	Title:   Vice President	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 

	 	U.S. BANK, NATIONAL ASSOCIATION
	 	 
	 
	 	 	 	 
	 

	 	By:      /s/ Thomas Visconti	 	 
	 

	 	 
	 	 
	 

	 	Name: Thomas Visconti	 	 
	 

	 	Title:   Vice President	 	 






SIGNATURE
PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT





 









 








	 	 	 	 	 
	 

	 	CAPITAL ONE BANK, N.A. (Formerly Hibernia
National Bank)
	 	 
	 
	 	 	 	 
	 

	 	By:      /s/ Nancy G. Moragas	 	 
	 

	 	 
	 	 
	 

	 	Name: Nancy G. Moragas	 	 
	 

	 	Title:   Sr. Vice President	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT





 









 







	 	 	 	 	 	 	 
	 	 	ALLIED IRISH BANKS PLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:      /s/ Martin Chin	 	 
	 

	 	 
	 	 
	 

	 	Name:	 	Martin Chin	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Derrick Lynch
 

Derrick Lynch
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:         /s/ Monica Cole	 	 
	 

	 	 
	 	 
	 

	 	Name :	 	Monica Cole	 	 
	 

	 	Title :
	 	Director	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BUSINESS CREDIT, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 /s/ Tom Buda
 

 Tom Buda
	 	 
	 

	 	Title:
	 Vice President	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:        /s/ John McGhee	 	 
	 

	 	 
	 	 
	 

	 	Name:	 	John McGhee	 	 
	 

	 	Title:
	 	Vice President & Manager	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	SUMITOMO MITSUI BANKING CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:       /s/ Masakazu Hasegawa	 	 
	 

	 	 
	 	 
	 

	 	Name:	 	Masakazu Hasegawa	 	 
	 

	 	Title:
	 	Joint General Manager	 	 






 









 





	 	 	 	 	 	 	 
	 	 	THE FROST NATIONAL BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Sarah Cernosek
 

Sarah Cernosek
	 	 
	 

	 	Title:
	 	Asst. Vice President	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	NATEXIS BANQUES POPULAIRES	 	 
	 
	 	 	 	 	 	 
	 

	 	By:       /s/ Daniel Payer	 	 
	 

	 	 
	 	 
	 

	 	Name:	 	Daniel Payer	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:       /s/ Louis P. Laville, III	 	 
	 

	 	 
	 	 
	 

	 	Name:	 	Louis P. Laville, III	 	 
	 

	 	Title:
	 	Vice President & Group Manager	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	BANK OF SCOTLAND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:       /s/ Karen Weich	 	 
	 

	 	 
	 	 
	 

	 	Name:	 	Karen Weich	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	RZB FINANCE LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:       /s/ Christoph Hoedl	 	 
	 

	 	 
	 	 
	 

	 	Name:	 	Christoph Hoedl	 	 
	 

	 	Title:	 	Group Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:       /s/ John A. Valiska	 	 
	 

	 	 
	 	 
	 

	 	Name:	 	John A. Valiska	 	 
	 

	 	Title:
	 	First Vice President	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 	 	 
	 	 	WEBSTER BUSINESS CREDIT CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:        /s/ Joseph A. Ciciola	 	 
	 

	 	 
	 	 
	 

	 	Name:	 	Joseph A. Ciciola	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT





 










 








	 	 	 	 	 
	 	ALASKA PACIFIC BANK 

 	 
	 	By:  	/s/ John E. Robertson
 	 
	 	Name:  	John E. Robertson 	 
	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	AIB DEBT MANAGEMENT LIMITED

 	 
	 	By:  	 	/s/ Martin S. Chin
 	 
	 	Name:  	 	Martin S. Chin 	 
	 	Title:  	Senior Vice President	 
	 
	 	 	 
	 	By:  	 	/s/  Derrick Lynch
 	 
	 	Name:  	Derrick Lynch 	 
	 	Title:  	Assistant Vice President


Investment Advisor to AIB Debt Management, Limited 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 





	 	 	 	 	 
	 	EAGLE LOAN TRUST

 	 
	 	By:  	 	/s/ Christopher E. Janson
 	 
	 	Name:  	Christopher E. Janson 	 
	 	Title:  	Managing Partner 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT




 









 





	 	 	 	 	 
	 	MORGAN STANLEY SENIOR FUNDING

 	 
	 	By:  	 	/s/ Vanessa E. Marling
 	 
	 	Name:  	Vanessa E. Marling 	 
	 	Title:  	Vice President 	 





SIGNATURE PAGE
TO AMENDMENT NO. 3
TO THIRD
AMENDED AND RESTATED CREDIT AGREEMENT

 









 






	 	 	 	 	 



EXHIBIT A

TO

AMENDMENT NO. 3




PRICING SCHEDULE




Attached




 









 





PRICING SCHEDULE



The following shall be used to calculate the Applicable Margin for Revolving Loans and the
Pre-Funded Letter of Credit Fee Rate at any time the Borrower’s senior long-term secured
indebtedness (without giving effect to any credit enhancement) is rated BBB- or better by S&P or
Baa3 or better by Moody’s.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Margin for Revolving Loans	 	Level I Status	 	Level II Status	 	Level III Status	 	Level IV Status
	Eurodollar Rate
	 	 	1.25	%	 	 	1.50	%	 	 	1.75	%	 	 	2.00	%
	Floating Rate
	 	 	0.00	%	 	 	0.00	%	 	 	0.00	%	 	 	0.25	%






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Level I Status	 	Level II Status	 	Level III Status	 	Level IV Status
	Pre-Funded
Letter of Credit
Fee Rate
	 	 	1.25	%	 	 	1.50	%	 	 	1.75	%	 	 	2.00	%





The following shall be used to calculate the Applicable Margin for Revolving Loans and the
Pre-Funded Letter of Credit Fee Rate at any time the Borrower’s senior long-term secured
indebtedness (without giving effect to any credit enhancement) is rated BB+ by S&P or Ba1 by
Moody’s and the Borrower does not qualify for pricing as set forth in the immediately preceding
grid.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Margin for Revolving Loans	 	Level I Status	 	Level II Status	 	Level III Status	 	Level IV Status
	Eurodollar Rate
	 	 	1.50	%	 	 	1.75	%	 	 	2.00	%	 	 	2.25	%
	Floating Rate
	 	 	0.00	%	 	 	0.00	%	 	 	0.25	%	 	 	0.50	%






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Level I Status	 	Level II Status	 	Level III Status	 	Level IV Status
	Pre-Funded
Letter of Credit
Fee Rate
	 	 	1.50	%	 	 	1.75	%	 	 	2.00	%	 	 	2.25	%






 









 





The following shall be used to calculate the Applicable Margin for Revolving Loans and the
Pre-Funded Letter of Credit Fee Rate at any time the Borrower’s senior long-term secured
indebtedness (without giving effect to any credit enhancement) is lower than BB+ by S&P or Ba1 by
Moody’s and the Borrower does not qualify for pricing as set forth in the two immediately preceding
pricing grids.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Margin for Revolving Loans	 	Level I Status	 	Level II Status	 	Level III Status	 	Level IV Status
	Eurodollar Rate
	 	 	1.75	%	 	 	2.00	%	 	 	2.25	%	 	 	2.50	%
	Floating Rate
	 	 	0.00	%	 	 	0.25	%	 	 	0.50	%	 	 	0.75	%






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Level I Status	 	Level II Status	 	Level III Status	 	Level IV Status
	Pre-Funded
Letter of Credit
Fee Rate
	 	 	1.75	%	 	 	2.00	%	 	 	2.25	%	 	 	2.50	%






     For the purposes of this Schedule, the following terms have the following meanings, subject to
the final paragraph of this Schedule:



     “Level I Status” exists at any date if, as of the last day of the applicable fiscal quarter of
the Borrower, average daily Excess Availability for such fiscal quarter was greater than 45% of the
average monthly Borrowing Base for such fiscal quarter.



     “Level II Status” exists at any date if, as of the last day of the applicable fiscal quarter
of the Borrower, (i) the Borrower has not qualified for Level I Status and (ii) average daily
Excess Availability for such fiscal quarter was less than or equal to 45% of the average monthly
Borrowing Base for such fiscal quarter but greater than 30% of the average monthly Borrowing Base
for such fiscal quarter.



     “Level III Status” exists at any date if, as of the last day of the applicable fiscal quarter,
(i) the Borrower has not qualified for Level I Status or Level II Status and (ii) average daily
Excess Availability for such fiscal quarter was less than or equal to 30% of the average monthly
Borrowing Base for such fiscal quarter but greater than 15% of the average monthly Borrowing Base
for such fiscal quarter.



 









 





     “Level IV Status” exists at any date if, as of the last day of the applicable fiscal quarter,
(i) the Borrower has not qualified for Level I Status, Level II Status, or Level III Status and
(ii) average daily Excess Availability for such fiscal quarter was less than or equal to 15% of the
average monthly Borrowing Base for such fiscal quarter.



     “Status” means either Level I Status, Level II Status, Level III Status or Level IV Status.


The Applicable Margin and the Pre-Funded Letter of Credit Fee Rate shall be determined in
accordance with the foregoing tables based on the Borrower’s Status for the applicable fiscal
quarter. Such Status shall be determined based upon the Interim Collateral Reports and Monthly
Collateral Reports delivered for such fiscal quarter. Adjustments, if any, to the Applicable
Margin and the Pre-Funded Letter of Credit Fee Rate shall be effective five Business Days after the
Agent has received all of the applicable Interim Collateral Reports and Monthly Collateral Reports.
If the Borrower fails to deliver such Interim Collateral Reports and Monthly Collateral Reports to
the Agent at the time required pursuant to Section 6.1, then the Applicable Margin and the
Pre-Funded Letter of Credit Fee Rate shall be the highest Applicable Margin and Pre-Funded Letter
of Credit Fee Rate set forth in the foregoing tables until the date on which such Interim
Collateral Reports and Monthly Collateral Reports are so delivered.




 









 








EXHIBIT B

TO

AMENDMENT NO. 3




COMMITMENT SCHEDULE




Attached




 









 





COMMITMENT SCHEDULE




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PRE-FUNDED
	 	 	REVOLVING LOAN	 	LETTER OF CREDIT
	LENDER	 	COMMITMENT	 	COMMITMENT
	JPMORGAN CHASE BANK, N.A.
	 	$	53,000,000	 	 	$	9,800,000	 
	BANK OF AMERICA, N.A.
	 	$	53,000,000	 	 	$	10,000,000	 
	CALPERS
	 	$	45,000,000	 	 	$	11,000,000	 
	FORTIS CAPITAL CORP.
	 	$	42,500,000	 	 	$	3,000,000	 
	WELLS FARGO FOOTHILL, LLC
	 	$	30,000,000	 	 	 	 	 
	LASALLE BUSINESS CREDIT, LLC
	 	$	30,000,000	 	 	$	1,000,000	 
	PNC BANK, N.A.
	 	$	23,000,000	 	 	$	2,500,000	 
	PB CAPITAL CORPORATION
	 	$	20,000,000	 	 	$	3,500,000	 
	GUARANTY BANK
	 	$	25,000,000	 	 	$	10,000,000	 
	CALYON NEW YORK BRANCH
	 	$	25,000,000	 	 	 	 	 
	UBS AG, STAMFORD BRANCH
	 	$	25,000,000	 	 	$	7,000,000	 
	SIEMENS FINANCIAL SERVICES
	 	$	16,500,000	 	 	 	 	 
	THE ROYAL BANK OF SCOTLAND PLC
	 	$	40,000,000	 	 	$	4,000,000	 
	U.S. BANK, NATIONAL ASSOCIATION
	 	$	14,000,000	 	 	 	 	 
	CAPITAL ONE BANK, N.A.
	 	$	14,000,000	 	 	 	 	 
	ALLIED IRISH BANKS PLC
	 	$	13,000,000	 	 	 	 	 
	WACHOVIA BANK, NATIONAL ASSOCIATION
	 	$	20,000,000	 	 	 	 	 
	NATIONAL CITY BUSINESS CREDIT, INC.
	 	$	18,000,000	 	 	 	 	 
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
	 	$	49,250,000	 	 	 	 	 
	SUMITOMO MITSUI BANKING CORP.
	 	$	34,250,000	 	 	$	3,000,000	 
	THE FROST NATIONAL BANK
	 	$	10,000,000	 	 	 	 	 
	NATEXIS BANQUES POPULAIRES
	 	$	13,500,000	 	 	$	10,000,000	 
	BANK OF SCOTLAND
	 	$	15,000,000	 	 	$	2,000,000	 
	RZB FINANCE LLC
	 	$	12,000,000	 	 	$	2,000,000	 
	WEBSTER BUSINESS CREDIT CORPORATION
	 	$	7,000,000	 	 	$	4,000,000	 
	ALASKA PACIFIC BANK
	 	$	2,000,000	 	 	 	 	 
	AIB DEBT MANAGEMENT LIMITED
	 	 	 	 	 	$	11,000,000	 
	EAGLE LOAN TRUST
	 	 	 	 	 	$	4,950,000	 
	MORGAN STANLEY SENIOR FUNDING
	 	 	 	 	 	$	1,250,000	 
	 
	 	 	 	 	 	 	 	 
	TOTAL
	 	$	650,000,000	 	 	$	100,000,000	 
	 	 	 	 	 	 	 	 	 






 









 






EXHIBIT C

TO

AMENDMENT NO. 3




FORM OF REAFFIRMATION




Attached




 









 





AFFIRMATION OF LOAN DOCUMENTS




          Reference is hereby made to the Third Amended and Restated Credit Agreement, dated as of May
25, 2004 (as the same may be amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), by and among Tesoro Corporation (the “Borrower”), the financial
institutions from time to time party thereto as Lenders (the “Lenders”) and JPMorgan Chase Bank,
N.A. (as successor to Bank One, NA (Illinois)), as Administrative Agent (the “Administrative
Agent”). Capitalized terms used in this Affirmation of Loan Documents and not defined herein shall
have the meanings given to them in the Credit Agreement.




          Each of the undersigned hereby acknowledges receipt of a copy of Amendment No. 3 to Third
Amended and Restated Credit Agreement, which amends the Credit Agreement, and affirms the terms and
conditions of each Loan Document executed by it, including, without limitation, the Security
Agreement and the Guaranty, and acknowledges and agrees that each such Loan Document executed by it
in connection with the Prior Credit Agreement remains in full force and effect and is hereby
reaffirmed, ratified and confirmed.




          Each reference to the “Credit Agreement” contained in the above-referenced documents shall be
a reference to the Credit Agreement as the same may from time to time hereafter be amended,
modified, supplemented or restated.




Dated: July 31, 2006




 









 







DIGICOMP, INC.

TESORO ALASKA COMPANY

TESORO AVIATION COMPANY

TESORO ENVIRONMENTAL RESOURCES COMPANY

TESORO MARITIME COMPANY

TESORO NORTHSTORE COMPANY

TESORO COMPANIES, INC.

TESORO REFINING AND MARKETING COMPANY

TESORO TRADING COMPANY

TESORO VOSTOK COMPANY

TESORO WASATCH, LLC

VICTORY FINANCE COMPANY







	 	 	 	 	 
	 	TESORO FAR EAST MARITIME COMPANY

GOLD STAR MARITIME COMPANY

SMILEY’S SUPER SERVICE, INC.

TESORO HAWAII CORPORATION

 	 
	 	By:  	 	/s/ Gregory A. Wright
 	 
	 	Name:  	Gregory A. Wright 	 
	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 





	 	 	 	 	 
	By:  	 	/s/ Otto C. Schwethelm
 	 	 
	Name:  	Otto C. Schwethelm 	 	 
	Title:  	Vice President, Finance and Treasurer 	 	 
	 
	TESORO GAS RESOURCES COMPANY, INC.

 	 	 
	By:  	 	/s/ G. Scott Spendlove
 	 	 
	Name:  	G. Scott Spendlove 	 	 
	Title:  	Vice President, Finance and Treasurer 	 	 
	 



SIGNATURE PAGE TO AFFIRMATION OF LOAN DOCUMENTS




 









 





	 	 	 	 	 
	TESORO FINANCIAL SERVICES HOLDING COMPANY

 	 	 
	By:  	 	/s/ Charles L. Magee
 	 	 
	Name:  	Charles L. Magee        	 	 
	Title:  	President 	 	 
	 



SIGNATURE PAGE TO AFFIRMATION OF LOAN DOCUMENTS