EX-10.2



 Exhibit 10.2 

AMENDMENT NO. 1 TO CREDIT AGREEMENT 

This Amendment No. 1 to Credit Agreement, dated as of January 5, 2018 (this “Agreement”) is among Andeavor
Logistics LP, a Delaware limited partnership (the “Borrower”), certain Subsidiaries of the Borrower party hereto (the “Guarantors”), the undersigned Lenders (as defined below), and Bank of America, N.A., as
Administrative Agent (in such capacity, the “Administrative Agent”). 
 INTRODUCTION 

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

B. The Borrower has requested, and the Lenders and the Administrative Agent have agreed, to amend the Credit Agreement as set forth herein,
subject to the terms and conditions set forth herein. 
 THEREFORE, in fulfillment of the foregoing, the Borrower, the Guarantors, the
Administrative Agent, and the Lenders hereby agree as follows: 
 Section 1. Definitions; References. Unless otherwise defined
in this Agreement, each term used in this Agreement which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. 

Section 2. Amendment of Credit Agreement. 

(a) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Applicable Secured Indebtedness” in
its entirety. 
 (b) Section 1.01 of the Credit Agreement is hereby further amended by replacing the definition of “Fee
Letters” in its entirety with the following: 
 “Fee Letters” means (a) the fee letter agreement,
dated December 22, 2015, among the Borrower, the Administrative Agent and the Arrangers, (b) the fee letter agreement, dated December 22, 2015, among the Borrower, the Administrative Agent and MLPFS and (c) the fee letter
agreement, dated December 20, 2017, among the Borrower, the Administrative Agent and MLPFS. 
 (c) Section 1.01 of the Credit
Agreement is hereby further amended by inserting the following new definitions in the appropriate alphabetical order: 

“Amendment No. 1 Effective Date” means January 5, 2018. 







 “Benefit Plan” means any of (a) an “employee benefit
plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for
purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. 

“MLPFS” means Merrill Lynch, Pierce, Fenner & Smith Incorporated. 

“Permitted Facility Indebtedness” means the Indebtedness permitted pursuant to
Section 7.02(c). 
 “PTE” means a prohibited transaction class exemption issued by
the U.S. Department of Labor, as any such exemption may be amended from time to time. 
 (d) Section 2.14 of the Credit Agreement is
hereby amended by replacing clause (a) in its entirety with the following: 
 (a) Request for Increase. Provided
there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request increases in the Aggregate Commitments; provided that (i) any such request for an
increase shall be in a minimum amount of $50,000,000 and (ii) no such increase shall be permitted if, after giving effect thereto, the Aggregate Commitments would exceed an amount that, when added to the principal amount of all other Permitted
Facility Indebtedness (including undrawn commitments therefor) exceeds $2,600,000,000. At the time of sending such notice to the Administrative Agent, the Borrower (in consultation with the Administrative Agent) shall specify the time period within
which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). 

(e) Section 2.14 of the Credit Agreement is hereby further amended by replacing clause (e)(C) in its entirety with the following: 

(C) giving effect to such increase and any contemporaneous increase of any other Permitted Facility Indebtedness, the aggregate
amount of Permitted Facility Indebtedness (including undrawn commitments therefor) is less than or equal to $2,600,000,000. 
 (f) Section
5.12 of the Credit Agreement is hereby amended by inserting the following sentence at the end thereof: 
 The Borrower
represents and warrants as of the Amendment No. 1 Effective Date that the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by
Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments. 

  
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 (g) Section 6.02(j) of the Credit Agreement is hereby amended by replacing the reference
to “Applicable Secured Indebtedness” with a reference to “Permitted Facility Indebtedness”. 
 (h) Section 6.12 of
the Credit Agreement is hereby amended by inserting the phrase “prior to the Investment Grade Rating Date,” at the beginning of clause (a)(ii) thereof. 

(i) Section 7.02(c) of the Credit Agreement is hereby amended by replacing it with the following: 

(c) Indebtedness under the Loan Documents and the Revolving Loan Documents in an aggregate principal amount not to exceed
$2,600,000,000. 
 (j) The Credit Agreement is hereby amended by inserting the following new Section 9.13 in the
appropriate numerical order: 
 Section 9.13 ERISA Representations. (a) Each Lender (x) represents and warrants, as of
the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the
Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true: 

(i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101,
as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments, 

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for
certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank
collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such
Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, 

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the
Commitments and this 

  
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Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or 

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender. 
 (b) In addition, unless sub-clause (i) in the immediately preceding clause
(a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender
further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the
benefit of, the Administrative Agent, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that: 

(i) none of the Administrative Agent, the Arrangers or any of their respective Affiliates is a fiduciary with respect to the assets of such
Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto), 

(ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of
and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment
adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E), 

(iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of
and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in
respect of the Obligations), 

  
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 (iv) the Person making the investment decision on behalf of such Lender with respect to the
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the
Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and 
 (v) no
fee or other compensation is being paid directly to the Administrative Agent, the Arrangers or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments
or this Agreement. 
 (c) The Administrative Agent and the Arrangers hereby inform the Lenders that each such Person is not undertaking to
provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an
Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments
for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan
Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees,
letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. 

(k) Section 10.06 of the Credit Agreement is hereby amended by inserting the following new clause (g) in the appropriate
alphabetical order: 
 (g) Assignment by MLPFS. The parties hereby agree that MLPFS may, without notice to the
Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its
subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. 

Section 3. Representations and Warranties. Each of the Borrower and the Guarantors represents and warrants to the Administrative
Agent, and the Lenders that (a) the execution, delivery, and performance of this Agreement by the Borrower and the Guarantors are within the 

  
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corporate or equivalent power and authority of the Borrower and the Guarantors and have been duly authorized by all necessary corporate or other organizational action, (b) this Agreement and
the Credit Agreement as amended hereby constitute legal, valid, and binding obligations of the Borrower and the Guarantors, enforceable against the Borrower and the Guarantors in accordance with their terms, except as such enforceability may be
limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by general principles of equity, (c) the representations and warranties of the Borrower and the
Guarantors contained in each Loan Document are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all
respects) on and as of the date of this Agreement, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except for such
representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 3(c),
the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement are deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit
Agreement, respectively, and (d) no Default exists or will result from this Agreement. 
 Section 4. Effectiveness. This
Agreement shall become effective as of the date hereof upon the occurrence of all of the following: 
 (a) Documentation. The
Administrative Agent (or its counsel) shall have received: 
 (i) this Agreement, duly and validly executed by the General
Partner of the Borrower and by a Responsible Officer of each Guarantor (or the general partner of such Guarantor, as applicable), and the Lenders; and 

(ii) evidence that the Amendment No. 1 to the Revolving Credit Agreement shall become effective substantially concurrently
with the closing of this Agreement. 
 (b) Fees and Expenses. The Borrower shall have paid all costs, expenses, and fees which have
been invoiced and are payable pursuant to Section 10.04 of the Credit Agreement. 
 Section 5. Lender
Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 6.01 of the Credit
Agreement and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to agree to the various matters set forth herein. Each Lender also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under
the Credit Agreement. 

  
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 Section 6. Effect on Loan Documents. Except as amended herein, the Credit Agreement
and the other Loan Documents remain in full force and effect as originally executed and are hereby in all respects ratified and confirmed, and nothing herein shall act as a waiver of any of the Administrative Agent’s or the Lenders’ rights
under the Loan Documents, as amended. On and after the effectiveness of this Agreement, any reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Credit Agreement as amended by this Agreement. This Agreement
is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement may be a Default or Event of Default under the other
Loan Documents. 
 Section 7. Reaffirmation of Guaranty. By its signature hereto, each Guarantor represents and warrants that
such Guarantor has no defense to the enforcement of the Guaranty, and that according to its terms the Guaranty will continue in full force and effect to guaranty the Borrower’s obligations under the Credit Agreement and the other amounts
described in the Guaranty following the execution of this Agreement. 
 Section 8. Choice of Law. This Agreement and any claims,
controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of
the State of New York. 
 Section 9. Counterparts. This Agreement may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in
electronic (i.e., “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart of this Agreement. 

Section 10. Miscellaneous. The miscellaneous provisions set forth in Article X of the Credit Agreement apply to this
Agreement. 
 THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS DEFINED IN THE CREDIT AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 

[The remainder of this page has been left blank intentionally.] 

  
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 EXECUTED as of the date first set forth above. 

 

			
	ANDEAVOR LOGISTICS LP
		
	By:	 	TESORO LOGISTICS GP, LLC,
		 	        its general partner
		
	By:	 	 /s/ Stephan E. Tompsett

		 	Stephan E. Tompsett
		 	Vice President and Treasurer
	
	ANDEAVOR FIELD SERVICES LLC
	ANDEAVOR GATHERING I LLC
	 ANDEAVOR MIDSTREAM PARTNERS GP LLC

	 ANDEAVOR MIDSTREAM PARTNERS OPERATING LLC

	 GREEN RIVER PROCESSING, LLC

	 RENDEZVOUS PIPELINE COMPANY, LLC

	 TESORO ALASKA PIPELINE COMPANY LLC

	 TESORO ALASKA TERMINALS LLC

	 TESORO HIGH PLAINS PIPELINE COMPANY LLC

	 TESORO LOGISTICS FINANCE CORP.

	 TESORO LOGISTICS NORTHWEST PIPELINE LLC

	 TESORO LOGISTICS OPERATIONS LLC

	 TESORO LOGISTICS PIPELINES LLC

	 TESORO SOCAL PIPELINE COMPANY LLC

	 WESTERN REFINING PIPELINE, LLC

	 WESTERN REFINING PRODUCT TRANSPORT, LLC

	 WESTERN REFINING TERMINALS, LLC

	 WESTERN REFINING WHOLESALE, LLC

	 WNRL ENERGY, LLC

	 WNRL ENERGY GP, LLC

	 WNRL FINANCE CORP.

		
	By:	 	 /s/ Stephan E. Tompsett

		 	Stephan E. Tompsett
		 	Vice President and Treasurer









 
			
	ANDEAVOR MIDSTREAM PARTNERS LP
		
	By:	 	 ANDEAVOR MIDSTREAM PARTNERS

    GP LLC, its general partner

		
	By:	 	 /s/ Stephan E. Tompsett

		 	Stephan E. Tompsett
		 	Vice President and Treasurer
	
	WESTERN REFINING LOGISTICS, LP
		
	By:	 	 WESTERN REFINING LOGISTICS GP,

    LLC, its general partner

		
	By:	 	 /s/ Stephan E. Tompsett

		 	Stephan E. Tompsett
		 	Vice President and Treasurer









 
			
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	/s/ Darlene R. DiGrazia
	Name:	 	Darlene R. DiGrazia
	Title:	 	Vice President









 
			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ Greg M. Hall

		 	Greg M. Hall
		 	Vice President









 
			
	Barclays Bank PLC, as a Lender
		
	By:	 	/s/ Sydney Dennis
	Name:	 	Sydney Dennis
	Title:	 	Director









 
			
	Citibank, N.A., as a Lender
		
	By:	 	/s/ Tariq Masuad
	Name:	 	Tariq Masuad
	Title:	 	Vice President









 
			
	JPMorgan Chase Bank, N.A., as a Lender
		
	By:	 	/s/ Jeffrey C. Miller
	Name:	 	Jeffrey C. Miller
	Title:	 	Vice President









 
			
	Wells Fargo Bank, N.A., as a Lender
		
	By:	 	/s/ Borden Tennant
	Name:	 	Borden Tennant
	Title:	 	Vice President









 
			
	Deutsche Bank AG, New York Branch, as a Lender
		
	By:	 	/s/ Anca Trifan
	Name:	 	Anca Trifan
	Title:	 	Managing Director
		
	By:	 	/s/ Markus Tarkington
	Name:	 	Markus Tarkington
	Title:	 	Director









 
			
	Goldman Sachs Bank USA, as a Lender
		
	By:	 	/s/ Josh Rosenthal
	Name:	 	Josh Rosenthal
	Title:	 	Authorized Signatory









 
			
	Mizuho Bank, Ltd., as a Lender
		
	By:	 	/s/ Leon Mo
	Name:	 	Leon Mo
	Title:	 	Authorized Signatory









 
			
	The Bank of Tokyo Mitsubishi UFJ, as a Lender
		
	By:	 	/s/ Anastasiya Haurylenia
	Name:	 	Anastasiya Haurylenia
	Title:	 	Vice President









 
			
	Toronto Dominion (Texas) LLC, as a Lender
		
	By:	 	/s/ Annie Dorval
	Name:	 	Annie Dorval
	Title:	 	Authorized Signatory









 
			
	UBS AG, Stamford Branch, as a Lender
		
	By:	 	  

	Name:	 	  

	Title:	 	  

		
	By:	 	  

	Name:	 	  

	Title:	 	  










 
			
	Compass Bank, as a Lender
		
	By:	 	/s/ Deanna Breland
	Name:	 	Deanna Breland
	Title:	 	Managing Director









 
			
	BNP Paribas, as a Lender
		
	By:	 	/s/ Joe Onischuk
	Name:	 	Joe Onischuk
	Title:	 	Managing Director
		
	By:	 	/s/ Mark Renaud
	Name:	 	Mark Renaud
	Title:	 	Managing Director









 
			
	Credit Suisse AG, Cayman Islands Branch, as a Lender
		
	By:	 	/s/ Mikhail Faybusovich
	Name:	 	Mikhail Faybusovich
	Title:	 	Authorized Signatory
		
	By:	 	/s/ Shyam Kapadia
	Name:	 	Shyam Kapadia
	Title:	 	Authorized Signatory









 
			
	Royal Bank of Canada, as a Lender
		
	By:	 	/s/ Jason S. York
	Name:	 	Jason S. York
	Title:	 	Authorized Signatory









 
			
	SunTrust Bank, as a Lender
		
	By:	 	/s/ Chulley Bogle
	Name:	 	Chulley Bogle
	Title:	 	Vice President









 
			
	U.S. Bank National Association, as a Lender
		
	By:	 	/s/ Mark Salierno
	Name:	 	Mark Salierno
	Title:	 	Vice President









 
			
	ABN AMRO Capital USA LLC, as a Lender
		
	By:	 	/s/ Darrell Holley
	Name:	 	Darrell Holley
	Title:	 	Managing Director
		
	By:	 	/s/ Kaylan Hopson
	Name:	 	Kaylan Hopson
	Title:	 	Vice President









 
			
	Frost Bank, a Texas state bank, as a Lender
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 
			
	PNC Bank, National Association, as a Lender
		
	By:	 	/s/ Sean Piper
	Name:	 	Sean Piper
	Title:	 	AVP









 
			
	Sumitomo Mitsui Banking Corp., as a Lender
		
	By:	 	/s/ Katsuyuki Kubo
	Name:	 	Katsuyuki Kubo
	Title:	 	Managing Director









 
			
	Raymond James Bank, N.A., as a Lender
		
	By:	 	  

	Name:	 	  

	Title: