EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 
 GOLDMAN SACHS
BANK USA 
 GOLDMAN SACHS LENDING PARTNERS LLC 

200 West Street 
 New York, New York
10282 
 November 16, 2016 
 Tesoro Corporation

 19100 Ridgewood Pkwy 
 San Antonio, TX 78259 

Attention: Stephan Tompsett 
 Project
Lisa 
 Commitment Letter 
 Ladies
and Gentlemen: 
 You have advised Goldman Sachs Bank USA (“GS Bank”) and Goldman Sachs Lending Partners LLC
(“GSLP” and, together with GS Bank, “Goldman Sachs”; Goldman Sachs, together with any person that becomes a party hereto as a “Commitment Party” as contemplated in Section 2 below, the “Commitment
Parties”, “we” or “us”) that Tesoro Corporation, a Delaware corporation (the “Borrower” or “you”), will acquire (the “Acquisition”) the company you have
previously described to us under the code name “Washington” (the “Target”). You have further advised us that, in connection with the foregoing, you intend to consummate the other Transactions described in the
Transaction Description attached hereto as Exhibit A (the “Transaction Description”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description
and in the Term Sheets described below. This commitment letter, together with all Exhibits hereto, is referred to as this “Commitment Letter”. 

1. Commitment. Based upon the foregoing, on the terms set forth in this Commitment Letter and subject only to the conditions
expressly set forth in Exhibit E of this Commitment Letter, (a) GS Bank hereby commits to provide to the Borrower 100% of the aggregate principal amount of the Bridge Facility upon the principal terms set forth in the
364-day Senior Unsecured Bridge Facility Summary of Principal Terms and Conditions attached hereto as Exhibit B and incorporated by reference herein (the “Bridge Facility Term Sheet”) and (b) if the
requisite consent of the Existing Lenders (as defined below) for the Specified Amendment is not obtained under the Existing Credit Facility on or prior to the Closing Date, then (i) GS Bank hereby commits to provide to the Borrower 37.5% of the
Backstop Facility and (ii) GSLP hereby commits to provide to the Borrower 62.5% of the Backstop Facility, in each case to replace the Existing Credit Facility upon the principal terms set forth in the Senior Secured Backstop Facility Summary of
Principal Terms and Conditions attached hereto as Exhibit D and incorporated by reference herein (the “Backstop Facility Term Sheet” and, together with the Transaction Description, the Summary of Existing Credit Facility
Amendments attached hereto as Exhibit C, the Conditions Precedent to the Closing attached hereto as Exhibit E and the Bridge Facility Term Sheet, the “Term Sheets”). It is understood and agreed that any








 
event occurring after the date hereof and prior to the initial funding of the Bridge Facility on the Closing Date that would result in a mandatory prepayment or commitment reduction with respect
to the Bridge Facility as set forth in the Bridge Facility Term Sheet under “Mandatory Prepayments/Commitment Reductions” shall reduce the amount of the Bridge Facility, and the aggregate amount of the Commitment Parties’ commitments
hereunder (on a pro rata basis as between the Commitment Parties, based on the amount of their respective commitments under the Bridge Facility), on a dollar-for-dollar basis, and you agree to give the Commitment Parties prompt written
notice of the occurrence of any such event, together with a reasonably detailed calculation of the amount of any such reduction. 
 2.
Appointment of Roles. You hereby appoint GS Bank to act, and GS Bank hereby agrees to act, (a) as lead arranger and bookrunner (in such capacities, the “Bridge Lead Arranger”) and as the sole administrative agent for the
Bridge Facility and (b) as lead arranger and bookrunner (in such capacities, the “Backstop Lead Arranger”) and as the sole administrative agent for the Backstop Facility, in each case on the terms set forth in this Commitment Letter
and subject only to the conditions expressly set forth in Exhibit E to this Commitment Letter. 
 You also hereby appoint GS Bank to
act, and GS Bank hereby agrees to act, as lead arranger and bookrunner (in such capacities, the “Amendment Lead Arranger” and, together with the Bridge Lead Arranger and the Backstop Lead Arranger, the “Lead
Arrangers”) for the arrangement of the Existing Credit Facility Amendment. In its capacity as the Amendment Lead Arranger, GS Bank agrees to use its commercially reasonable efforts to obtain the requisite consent of lenders under the
Existing Credit Facility (the “Existing Lenders”) to the Existing Credit Facility Amendment, it being understood and agreed that (a) the Amendment Lead Arranger shall endeavor to obtain such requisite consent within 90 days after
the date hereof, (b) the Additional Amendments may be obtained in the same amendment agreement as the Specified Amendment or in one or more subsequent amendment agreements, all as determined by the Amendment Lead Arranger, and obtaining the
requisite consent for any Additional Amendment shall not be a condition to or cause for delay in entering into the Specified Amendment, and (c) if the requisite consent for the Specified Amendment shall not have been obtained on or prior to the date
that is 90 days after the date hereof, GS Bank may at its discretion cease seeking to obtain the requisite consents for the Existing Credit Facility Amendment. You acknowledge that this Commitment Letter is neither an expressed nor an implied
commitment by the Amendment Lead Arranger or any of its affiliates to consummate the Existing Credit Facility Amendment (or any part thereof) or to hold or purchase any existing loans or commitments under the Existing Credit Facility in order to
facilitate the consummation of the Existing Credit Facility Amendment (or any part thereof), nor is it a guarantee with respect to the outcome of the Existing Credit Facility Amendment. The obligations of the Amendment Lead Arranger to endeavor
to arrange the requisite consent to the Existing Credit Facility Amendment shall not require the Amendment Lead Arranger or any of its affiliates to share any of the fees payable to it in connection with the Transactions (or otherwise expend any
amounts) in order to achieve such consents. 
 On or prior to December 2, 2016 (or such later date as the Commitment Parties may agree), you
may appoint up to four additional financial institutions as agents, co-agents, lead arrangers, bookrunners or managers and up to two more additional financial institutions as co-managers (but not as lead arrangers or bookrunners) in respect of the
Facilities and the Existing 

  
 2 








 
Credit Facility Amendment (any such financial institution, an “Additional Arranger”), and/or confer additional titles in respect of the Facilities and the Existing Credit
Facility Amendment on the Additional Arrangers, in a manner and with economics determined by you in consultation with us; provided that (a) each such Additional Arranger or its affiliates shall commit to a pro rata portion of each
Facility (and the economics allocated to such Additional Arranger or its affiliates with respect to any Facility will be proportionate to the percentage of such Facility committed to be provided by such Additional Arranger and its affiliates); (b)
the commitments of GS Bank and GSLP hereunder in respect of each Facility are reduced ratably by the aggregate amount of the commitments allocated to the Additional Arrangers; (c) no Additional Arranger shall be allocated a greater percentage of the
commitments with respect to any Facility (and corresponding compensatory economics) than Goldman Sachs; (d) not more than 70% of the aggregate commitments (and corresponding compensatory economics) with respect to any Facility shall be so allocated;
(e) no Additional Arranger or its affiliates shall be allocated a greater percentage of the compensatory economics in respect of the Existing Credit Facility Amendment than the percentage of compensatory economics allocated to it, in accordance with
the foregoing provisions, in respect of the Facilities; and (f) such Additional Arrangers shall assume the obligations of the “Commitment Parties” and, if applicable, the “Lead Arrangers” hereunder on terms reasonably acceptable
to the Commitment Parties and you (including the execution and delivery by such Additional Arrangers of customary joinder documentation) and, thereafter, each such Additional Arranger shall constitute a “Commitment Party” and, if
applicable, a “Lead Arranger” under this Commitment Letter and under the Arranger Fee Letter (as defined below). The commitments and other obligations of the Commitment Parties hereunder are several and not joint. Subject to the
second preceding sentence, no other agents, co-agents, arrangers, co-arrangers, bookrunners, managers or co-managers will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this
Commitment Letter or the Fee Letters (as defined below)) will be paid by you or your subsidiaries to any Lender as consideration for its participation in the Facilities or to any Existing Lender as consideration to its consent to the Existing Credit
Facility Amendment, in each case, unless you and we shall so agree. It is understood and agreed that GS Bank will appear on the top left of the cover page of any marketing materials for each Facility, and will hold the roles and
responsibilities conventionally understood to be associated with such name placement. 
 3. Syndication. The Commitment Parties
reserve the right, prior to or after the execution of the definitive documentation for the Facilities, to syndicate the Facilities to one or more financial institutions or other lenders in consultation with and reasonably acceptable to you (together
with the Commitment Parties, the “Lenders”), it being understood that Permitted Lenders (as defined below) are reasonably acceptable to you, and you understand that the Facilities may be separately syndicated. The Commitment
Parties agree not to syndicate the Facilities to, or assign their commitments under the Facilities to, (a) certain banks, financial institutions and other institutional lenders that have been specified by you in writing to the Lead Arrangers at any
time prior to the date hereof, (b) any of your competitors that have been specified to the Lead Arrangers by you in writing before the Closing Date or to the applicable Administrative Agent by you in writing after the Closing Date at any time and
from time to time and (c) in the case of each of clauses (a) and (b), any of their respective affiliates (other than any bona fide debt funds) that are either (x) identified in writing to the Lead Arrangers or, after the Closing Date, the
applicable Administrative Agent by you from time to time or (y) clearly 

  
 3 








 
identifiable as affiliates of such persons on the basis of such affiliate’s name (the foregoing persons, collectively, the “Disqualified Lenders”), it being understood and
agreed that the foregoing provisions shall not apply retroactively to disqualify any person that shall have become a Disqualified Lender after the date of the launch of the general syndication for any Facility if such person shall have become a
Lender or participant (or shall have been allocated a commitment as part of the general syndication of such Facility) prior thereto, but shall disqualify such person from taking any further assignment or participation
thereafter). Notwithstanding our right to syndicate the Facilities and to receive commitments with respect thereto, other than as expressly provided in the final paragraph of Section 2 above and other than (i) in connection with any assignment
between a Commitment Party and any of its affiliates (including, for the avoidance of doubt, between GS Bank and GSLP), (ii) any assignment to any person that (A) is an Existing Lender as of the date hereof or (B) is a commercial or investment bank
or an insurance company that, in each case under this clause (B), at the time of such assignment has a long-term senior unsecured, non-credit enhanced debt rating of at least BBB by Standard & Poor’s Ratings Service
(“S&P”) or Baa2 by Moody’s Investors Service, Inc. (“Moody’s”) and is not a Disqualified Lender or (iii) any assignment to any other person to which you shall have consented in writing (each assignee
described in clauses (i), (ii) and (iii) above, together with the Additional Arrangers, being referred to as a “Permitted Lender”), (A) no Commitment Party shall be relieved, released or novated from its obligations hereunder
(including its obligation to fund the Facilities on the Closing Date) in connection with any syndication, assignment or participation of the Facilities until after the Closing Date has occurred, (B) no assignment or novation shall become effective
(as between you and any of us) with respect to all or any portion of any Commitment Party’s commitments in respect of the Facilities until the initial funding of the Facilities by such Commitment Party and (C) unless you otherwise agree in
writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Facilities and this Commitment Letter, including all rights with respect to consents, modifications,
supplements, waivers and amendments, until after the Closing Date has occurred. 
 Until the earlier to occur of (a) the date on which a
Successful Syndication (as defined in the Arranger Fee Letter) shall have occurred and (b) 60 days after the Closing Date (such period, the “Syndication Period”), you agree to assist us in arranging the Existing Credit Facility
Amendments and completing syndications of the Facilities that are reasonably satisfactory to the Lead Arrangers and you. Such assistance shall include (i) your using commercially reasonable efforts to ensure that the arrangement and syndication
efforts benefit from your and your subsidiaries’ existing banking relationships and, to the extent practical and appropriate, the existing banking relationships of the Target and its subsidiaries, (ii) direct contact between your senior
management, on the one hand, and the Existing Lenders and the proposed Lenders, on the other hand (and subject to your rights under the Acquisition Agreement, your using commercially reasonable efforts to ensure such contact between the senior
management of the Target, on the one hand, and the Existing Lenders and the proposed Lenders, on the other hand), at such times during normal business hours as are mutually agreed, (iii) your assistance (and subject to your rights under the
Acquisition Agreement, your using commercially reasonable efforts to cause the Target and its subsidiaries to assist) in prompt preparation of customary confidential information memoranda (the “Confidential Information Memoranda”)
and other customary marketing materials to be used in connection with the arrangement and syndication efforts by providing information and other customary materials 

  
 4 








 
reasonably requested by us in connection therewith (such marketing materials and the Confidential Information Memoranda, collectively, with the Term Sheets and the information and projections
referred to in the next succeeding paragraph, the “Information Materials”), (iv) the hosting, with the Lead Arrangers, of one or more meetings of and conference calls with the Existing Lenders and the prospective Lenders, at times
and locations mutually agreed upon and upon reasonable advance notice (provided that, without your consent, there shall be no more than one general bank meeting), (v) your ensuring that there are not any competing issues of debt securities or
commercial bank or other credit facilities (including incremental commitments or loans or extensions of existing commitments or loans) of you or your subsidiaries (and, subject to your rights under the Acquisition Agreement, your using commercially
reasonable efforts to ensure the same with respect to the Target and its subsidiaries) offered, placed, announced or arranged (excluding the Facilities, the Term Loan Facility, the Senior Notes or any other debt securities issued for the purpose of
consummating the Acquisition or any debt securities issued by, or commercial bank or other credit facilities of, Tesoro Logistics LP, a Delaware limited partnership (“Tesoro Logistics”), and its subsidiaries), to the extent such
offering, placement, announcement or arrangement could reasonably be expected to materially impair the arrangement of the Specified Amendment, the primary syndication of the Facilities or the marketing of the Senior Notes or the Term Loan Facility,
in each case, without the prior written consent of the Lead Arrangers (such consent not to be unreasonably withheld or delayed) (it being understood that the Borrower’s and its subsidiaries’ deferred purchase price obligations, ordinary
course working capital facilities (other than any new or incremental revolving credit facilities), borrowings under existing facilities (other than under any incremental commitments established or extended under such facilities after the date
hereof) and ordinary course capital leases, purchase money and equipment financings, and any indebtedness of the Target and its subsidiaries permitted to be incurred and remain outstanding pursuant to the Acquisition Agreement will not, in each
case, be deemed to materially impair the arrangement of the Specified Amendment, the primary syndication of the Facilities or the marketing of the Senior Notes or the Term Loan Facility), and (vi) prior to the launch of the syndication of the
Facilities and the commencement of the marketing period for the Senior Notes, using your commercially reasonable efforts to (x) obtain an updated monitored public corporate credit rating from S&P and an updated monitored public corporate family
rating from Moody’s, in each case, with respect to the Borrower and (y) obtain public ratings of the Senior Notes and, if applicable, the Term Loan Facility from each of S&P and Moody’s. Such assistance shall also include, in
respect of the Existing Credit Facility Amendment, your cooperating with the Amendment Lead Arranger in seeking to obtain the requisite consent of the Existing Lenders to the Existing Credit Facility Amendment (including, without limitation, by
negotiating in good faith the terms of the Existing Credit Facility Amendment (including as to such amendments of the Existing Credit Facility as may be reasonably requested by the Existing Lenders in respect of the Acquisition and the Target and
its subsidiaries and by consenting to such assignments under the Existing Credit Facility as the Amendment Lead Arranger may request be made to facilitate obtaining such requisite consent) and your entering into the Specified Amendment at such time
as the Amendment Lead Arranger shall advise you that the Existing Lenders are willing to provide the requisite consent thereto. Without limiting your obligations to assist with arrangement and syndication efforts as set forth above, each
Commitment Party agrees that neither the obtaining of the requisite consent to the Existing Credit Facility Amendment nor the commencement or the completion of the syndication of any Facility or the receipt of any rating referred to above is a
condition to its commitment hereunder. 

  
 5 








 The Lead Arrangers will manage, in consultation with you, all aspects of the syndication of the
Facilities and the arrangement of the Existing Credit Facility Amendment, including, without limitation, selection of Lenders, determination of when the Lead Arrangers will approach the Existing Lenders or potential Lenders and the time of
acceptance of the Lenders’ commitments or the Existing Lenders’ consents and any naming rights, and will, subject to your consent in the case of any Lender that is not a Permitted Lender, determine the Lenders whose commitments will be
accepted, the final allocations of the commitments among the Lenders and the amount and distribution of fees among the Existing Lenders and the Lenders. To assist the Lead Arrangers in their syndication and arrangement efforts, you agree promptly to
prepare and provide to the Lead Arrangers (and, subject to your rights under the Acquisition Agreement, to use commercially reasonable efforts to cause the Target to prepare and provide to the Lead Arrangers) all customary information with respect
to you, the Target and your and its subsidiaries and the Transactions, including, without limitation, all customary financial information and the projections of and other forward-looking information with respect to you, the Target and your and its
subsidiaries after the Transactions (the “Projections”), that the Lead Arrangers may reasonably request in connection with the structuring, arrangement and syndication of the Facilities and the arrangement of the Existing Credit
Facility Amendment. 
 You acknowledge that (a) subject to the confidentiality obligations contained herein, the Commitment Parties on
your behalf will make available the Information Materials and other information relating to the Existing Credit Facility Amendment and the Facilities, including drafts and final definitive documentation with respect thereto, to the Existing Lenders
and the proposed Lenders by posting the Information Materials and such other information on IntraLinks, SyndTrak, Datasite or another similar electronic system, in accordance with the Lead Arrangers’ standard syndication practices (including
hard copy and via electronic transmissions), it being understood and agreed that all information so disseminated or provided shall continue to be subject to the terms of any written confidentiality agreements heretofore or hereafter executed by the
Lead Arrangers and the confidentiality provisions set forth herein, and (b) certain Existing Lenders and prospective Lenders (such Lenders, “Public Lenders”; all other Existing Lenders or Lenders, “Private
Lenders”) may have personnel that do not wish to receive Private Lender Information (as defined below). If requested, you agree to assist in the preparation of a version of the Confidential Information Memoranda (and related marketing
materials) and presentations to be distributed to Public Lenders in connection with the arrangement of the Existing Credit Facility Amendment and the syndication of the Facilities consisting exclusively of information and documentation that is
either (i) publicly available or (ii) not material with respect to you, your subsidiaries, the Target or its subsidiaries or any securities of any of the foregoing for purposes of the United States Federal or state securities laws (the information
and documentation described in clauses (i) and (ii) being “Public Lender Information”). Any information and documentation that is not Public Lender Information is referred to herein as “Private Lender
Information”. You further agree that, unless expressly designated as “PUBLIC”, each document to be disseminated by the Lead Arrangers to any Existing Lender or any Lender in connection with the arrangement of the Existing
Credit Facility Amendment or the syndication of the Facilities will be deemed to contain Private Lender Information. It is understood that in connection with your assistance described above, customary authorization letters will be


  
 6 








 
included in any Confidential Information Memorandum that authorize the distribution of such Confidential Information Memorandum to the Existing Lenders or prospective Lenders, containing a
representation from you to the Lead Arrangers that the public-side version does not include any Private Lender Information and a customary “10b-5” representation consistent with Section 6 below (and you shall,
subject to your rights under the Acquisition Agreement, use commercially reasonable efforts to cause the Target to deliver customary authorization letters containing such representations from the Target to the Lead Arrangers, it being understood
that the customary “10b-5” representation by the Target, in the case of authorization letters delivered by the Target, shall not be qualified by knowledge), and exculpating (x) the Commitment Parties and their respective affiliates with
respect to any liability related to the use of the contents of such Confidential Information Memorandum or any related marketing material by the recipients thereof and (y) you or your subsidiaries with respect to any liability related to the misuse
of the contents of such Confidential Information Memorandum. You agree that the Commitment Parties on your behalf may distribute the following documents to all Public Lenders and Private Lenders (other than Disqualified Lenders), unless, after
having been given a reasonable opportunity to review such documents, you advise the Commitment Parties that such material should only be distributed to Private Lenders: (a) drafts and final definitive documentation with respect to the Facilities and
the Existing Credit Facility Amendment; (b) administrative materials prepared by the Lead Arrangers for the Existing Lenders or prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda);
and (c) notification of changes in the terms of the Facilities or the Existing Credit Facility Amendment. If you advise us in writing that any of the foregoing items should be distributed only to Private Lenders, then the Commitment Parties
will not distribute such materials to Public Lenders without further discussions with you. At our request, you shall designate information to be distributed solely to Public Lenders by clearly and conspicuously designating the same as
“PUBLIC” (it is understood that you shall not otherwise be under any obligation to designate information as “PUBLIC”). 

4. Fees. As consideration for our commitments hereunder and our undertakings to arrange, manage, structure and syndicate the Facilities
and arrange the Existing Credit Facility Amendment, you agree to pay to us the fees and fulfill the other obligations set forth in the Term Sheets and in the arranger fee letter among us and you dated the date hereof (the “Arranger Fee
Letter”) and the administrative agent fee letter among you and Goldman Sachs dated the date hereof (the “Administrative Agent Fee Letter” and, together with the Arranger Fee Letter, the “Fee Letters”). 

5. Conditions Precedent. Our commitments and agreements hereunder are subject solely to the satisfaction or waiver of the conditions
expressly stated in Exhibit E hereto; it being understood that there are no conditions (implied or otherwise) to the commitments hereunder (including compliance with the terms of the Commitment Letter, the Fee Letters and the Loan Documents)
other than those that are expressly stated in Exhibit E (and upon satisfaction or waiver of such conditions, the initial funding under the Facilities shall occur). Notwithstanding anything in this Commitment Letter, the Fee Letters, the
Loan Documents or any other letter agreement or other undertaking to the contrary, (a) the only representations and warranties the accuracy of which shall be a condition to availability of the Facilities on the Closing Date shall be (i) the
Acquisition Agreement Representations (as defined below) and (ii) the Specified Representations (as defined below) and (b) the terms of the Loan Documents, to 

  
 7 








 
the extent not expressly set forth in the Exhibits hereto, shall be in a form such that they do not impair availability of the Facilities on the Closing Date if the conditions expressly set forth
in Exhibit E hereto are satisfied. For purposes of the foregoing, (A) “Acquisition Agreement Representations” means such representations and warranties made by the Target in the Acquisition Agreement as are material to the
interests of the Lenders, but only to the extent that you (or your applicable subsidiaries) have the right (taking into account any applicable cure periods) to terminate your (or its) obligation to consummate the Acquisition under the Acquisition
Agreement or the right not to consummate the Acquisition pursuant to the Acquisition Agreement as a result of a breach of such representations and warranties, and (B) “Specified Representations” means the representations and
warranties of the Loan Parties set forth in the Loan Documents relating to corporate or other organizational existence of the Loan Parties, organizational power and authority (as to execution, delivery and performance of the Loan Documents) of the
Loan Parties, the due authorization, execution and delivery of the Loan Documents by the Loan Parties, enforceability and governmental authorizations, in each case as it relates to entering into and performance of the Loan Documents against or by
the Loan Parties, the Loan Documents not conflicting with the Loan Parties’ respective organizational documents, the Loan Documents and the Transactions not conflicting with the Existing Tesoro Indentures (as defined below), solvency as of the
Closing Date (after giving effect to the Transactions) of the Borrower and its restricted subsidiaries on a consolidated basis (such representation and warranty to be consistent with the solvency certificate in the form set forth in Exhibit F
hereto), Federal Reserve margin regulations, Investment Company Act status, subject to permitted liens, the creation, validity and perfection of the security interests granted in the collateral (solely in the case of the Backstop Facility),
compliance with Patriot Act and use of proceeds not violating OFAC and FCPA. The provisions in this Section 5 are referred to as the “Limited Conditionality Provisions.” For the avoidance of doubt, “Loan
Documents” as used in this Commitment Letter shall mean (i) if the Specified Amendment is not obtained prior to the Closing Date, the Bridge Documentation and the Backstop Documentation and (ii) if the Specified Amendment is obtained prior
to the Closing Date, the Bridge Documentation only. For purposes of the foregoing, “Existing Tesoro Indentures” means (x) Indenture dated as of March 18, 2014, between the Borrower and U.S. Bank National Association, as
trustee, and (y) Indenture, dated as of September 27, 2012, between the Borrower and U.S. Bank National Association, in each case, together with the forms of notes issued thereunder and as supplemented from time to time. 

6. Information. You hereby represent and warrant (but the accuracy of such representation and warranty shall not be a condition to
the commitments hereunder or the funding of the Facilities) that (a) all written information (other than the Projections, estimates and information of a general economic, forward looking or industry nature and, prior to the Closing Date, limited to
your knowledge in the case of any such information as to the Target and its subsidiaries) (the “Information”) that has been or will be made available to the Commitment Parties by you or any of your representatives or affiliates on
your behalf, when taken as a whole, is or will be, when furnished, correct in all material respects and does not or will not, as the case may be, taken as a whole, contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (when taken as a whole after giving effect to all supplements and updates thereto) and (b) the
Projections that have been made or will be made available to the Commitment Parties by you or any of your representatives or affiliates on your behalf and that have or will be made available to us or any


  
 8 








 
Lender in connection with the Transactions have been or will be, as the case may be, prepared in good faith based upon assumptions believed by the preparer thereof to be reasonable at the time so
made available (it being recognized by us that such Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, are not to be viewed as facts, that actual results during the period or periods
covered by any such Projections may differ from the projected results and such differences may be material, and that no assurance can be given that any projection will be realized). You agree to supplement the Information and the Projections
from time to time until the later of the Closing Date and the completion of the Syndication Period so that, assuming such Information and the Projections were so made available at any time prior to such later date, the representation and warranty in
the preceding sentence remains correct. In syndicating and arranging the Facilities and the Existing Credit Facility Additional Amendment, we will be entitled to use and rely primarily on the Information and the Projections without responsibility
for independent verification thereof. 
 7. Expenses. You agree to pay or reimburse each Commitment Party for all reasonable and
documented out-of-pocket fees and expenses (including, without limitation, expenses of such Commitment Party’s due diligence investigation, syndication expenses, travel expenses and reasonable fees, disbursements and other charges of outside
counsel identified in the Term Sheets and one local counsel retained in any material relevant jurisdiction to the extent reasonably necessary) incurred by such Commitment Party or its affiliates (whether incurred before or after the date hereof) in
connection with the Facilities and the Existing Credit Facility Amendment and the preparation, negotiation, execution and delivery of this Commitment Letter, the Fee Letters, the Loan Documents and any security arrangements in connection therewith
and any such fees and expenses incurred in connection with the enforcement of any of the Commitment Parties’ rights and remedies hereunder. 

8. Indemnification. You agree to indemnify and hold harmless each Commitment Party and its affiliates and each Commitment Party’s
and its affiliates’ respective officers, directors, employees, advisors, agents, other representatives, controlling persons, members, partners and successors and permitted assigns (each Commitment Party and each such other person being an
“Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses (excluding expenses of the nature described in Section 7 above), joint or several, to which any such Indemnified Person may become
subject arising out of or in connection with this Commitment Letter, the Fee Letters, the Term Sheets, the Transactions and the other transactions contemplated hereby, the Existing Credit Facility Amendment, the Facilities, the use of proceeds
therefrom and any claim, litigation, investigation or proceeding (any of the foregoing, a “Proceeding”) relating to any of the foregoing, regardless of whether any such Indemnified Person is a party thereto and regardless of whether
a Proceeding is brought by a third party or by you, the Target or any of your or its respective affiliates or equity holders or any other person, and to reimburse each such Indemnified Person upon demand for any reasonable and documented
out-of-pocket expenses incurred in connection with investigating, defending or testifying in connection with any of the foregoing (limited, in the case of legal expenses, to one counsel to the Indemnified Persons taken as a whole and, if reasonably
necessary, one local counsel in each relevant material jurisdiction and, in the case of a conflict of interest, one additional counsel (and one additional counsel in each relevant material jurisdiction) to each group of affected Indemnified Persons
similarly situated, taken as a whole; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, 

  
 9 








 
claims, damages, liabilities or related expenses (a) to the extent they have been determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted primarily
from the willful misconduct, bad faith, fraud or gross negligence of such Indemnified Person, or material breach by such Indemnified Person of its obligations under this Commitment Letter or the Loan Documents, or (b) that have resulted from any
dispute solely among the Commitment Parties not arising from any act or omission by the Borrower, the Target or their respective affiliates, other than any proceeding against an Indemnified Person in its capacity or fulfilling its role as an
administrative agent, arranger or other agent or any similar role under the Facilities or in respect of the Existing Credit Facility Amendment, provided further that such Indemnified Person shall promptly repay to you all expense
reimbursements previously made pursuant to this paragraph to the extent that such Indemnified Person is finally determined by a court of competent jurisdiction not to be entitled to indemnification hereunder as contemplated by the preceding proviso
of this paragraph. Notwithstanding any other provision of this Commitment Letter, no Indemnified Person shall be liable for (i) any damages arising from the use by others of information or other materials obtained through electronic,
telecommunications or other information transmission systems, except to the extent such damages have been determined in a final, non-appealable judgment of a court of competent jurisdiction to result from the willful misconduct, bad faith, fraud or
gross negligence of such Indemnified Person, or (ii) any special, indirect, consequential or punitive damages in connection with its activities related to this Commitment Letter, the Existing Credit Facility Amendments, the Facilities or the use of
proceeds thereunder. 
 You shall not be liable for any settlement of any Proceedings effected without your prior written consent (which
consent shall not be unreasonably conditioned, withheld or delayed), but if settled with your prior written consent or if there is a judgment by a court of competent jurisdiction in any such Proceedings, you agree to indemnify and hold harmless each
Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the preceding paragraph. You shall not, without the prior written consent of an Indemnified
Person (which consent shall not be unreasonably conditioned, withheld or delayed), effect any settlement or consent to the entry of any judgment of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder
by such Indemnified Person unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on claims that are the subject matter of such
Proceedings, (ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person and (iii) contains customary confidentiality and non-disparagement provisions. Except to the
extent arising from your indemnification and expense reimbursement obligations under this Commitment Letter, the Loan Documents or any other written agreement to which any such person is a party, in no event shall you, the Target and your and its
respective subsidiaries and affiliates be liable for special, indirect, consequential or punitive damages. 
 9. Confidentiality. You
agree that you will not disclose, directly or indirectly, the Fee Letters and the contents thereof or this Commitment Letter and the Term Sheets and the contents hereof, or the activities of the Commitment Parties pursuant hereto or thereto, to any
person without prior written approval of the Commitment Parties (not to be unreasonably conditioned, withheld or delayed), except that you may disclose (a) this Commitment Letter, the 

  
 10 








 
Term Sheets, the Fee Letters and the contents hereof and thereof (i) to your officers, directors, agents, employees, attorneys, accountants and advisors, in each case in connection with the
Transactions on a confidential and need-to-know basis, and (ii) pursuant to the order of any court or administrative agency in any pending legal or administrative proceeding, or otherwise as required by applicable law, rule, regulation or compulsory
legal process or as requested by a governmental authority based on the reasonable advice of your legal counsel (in which case you agree to provide prompt written notice thereof, such notice to be provided in advance to the extent permitted by
applicable law), (b) this Commitment Letter, the Term Sheets and the contents hereof and thereof and the Fee Letters and the contents thereof on a redacted basis, with such redaction to be reasonably acceptable to the Commitment Parties, to the
Target and its and its subsidiaries and their respective officers, directors, agents, employees, attorneys, accountants and advisors, in each case in connection with the Transactions and on a confidential and need-to-know basis, (c) the existence
and contents of the Term Sheets to any rating agency and Existing Lenders and potential Lenders in connection with the Transactions and (d) to the extent required by applicable law, the existence and contents of this Commitment Letter and the Term
Sheets in any public filing or prospectus or private placement offering documents in connection with the Acquisition or the financing thereof. In addition you may disclose (i) the aggregate amount of fees and other compensation under the Fee Letters
(but without disclosing any specific fees, flex or other economic terms set forth therein) aggregated with the other fees and compensation for the Transactions as part of projections, pro forma information or generic disclosure of aggregate sources
and uses related to the Transactions in any syndication of the Facility or in any prospectus or offering memorandum related to the Senior Notes or any other securities issued in lieu of the Facility or in any filings with (including documents
furnished to) the Securities Exchange Commission to the extent required by law or regulation, in each case to the extent customary, and (ii) the Fee Letters and the contents thereof on a confidential basis after the Closing Date to the
Borrower’s auditors for customary accounting purposes, including accounting for deferred financing costs. 
 Notwithstanding anything
herein to the contrary, you (and any employee, representative or other agent of yours) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Commitment
Letter and the Fee Letters and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure, except that (i) tax treatment and tax structure shall not include the
identity of any existing or future party (or any affiliate of such party) to this Commitment Letter or any Fee Letter and (ii) no party shall disclose any information relating to such tax treatment and tax structure to the extent nondisclosure is
reasonably necessary in order to comply with applicable securities laws. For this purpose, the tax treatment of the transactions contemplated by this Commitment Letter and the Fee Letters is the purported or claimed U.S. Federal income tax
treatment of such transactions and the tax structure of such transactions is any fact that may be relevant to understanding the purported or claimed U.S. Federal income tax treatment of such transactions. 

We shall use all material non-public information received by us in connection with the Acquisition and the other transactions contemplated by
this Commitment Letter solely for the purposes of providing the services that are the subject of this Commitment Letter and shall treat confidentially all such information; provided, however, that nothing herein shall prevent us from
disclosing any such information (a) to rating agencies on a confidential basis, 

  
 11 








 
(b) to any Existing Lenders, Lenders or participants, prospective Lenders or participants or any direct or indirect contractual counterparties (or prospective counterparties) to any swap or
derivative transaction relating to you or the other Loan Parties’ and your or their obligations under the Existing Credit Facility or the Facilities, (c) in any legal, judicial or administrative proceeding or other compulsory process or
otherwise as required by applicable law or regulations (in which case we agree to, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory
authority, promptly notify you, such notice to be provided in advance to the extent permitted by applicable law), (d) upon the request or demand of any regulatory authority having or purporting to have jurisdiction over us or our affiliates (in
which case we agree to, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, promptly notify you to the extent lawfully permitted
to do so), (e) to our officers, directors, agents, employees, attorneys, accountants and advisors (collectively, “Representatives”) who need to know such information, are informed of the confidential nature of such information
and are or have been advised of their obligation to keep information of this type confidential, (f) to any of our respective affiliates and their respective Representatives who need to know such information, are informed of the confidential
nature of such information and are or have been advised of their obligation to keep information of this type confidential (provided that we shall be responsible for our affiliates’ compliance with this paragraph), solely in connection
with the Acquisition and the other transactions contemplated by this Commitment Letter, (g) to the extent any such information becomes publicly available other than by reason of disclosure by us, our affiliates or Representatives in breach of
this Commitment Letter, or to the extent any such information is developed independently by us as evidenced by our written records and without the use of any confidential information, (h) to the extent such information was already in our
possession as evidenced by our written records prior to any duty or other undertaking of confidentiality entered into in connection with the Transactions, or otherwise, (i) for purposes of establishing a “due diligence” defense or in
connection with the exercise of any rights or remedies and (j) to the extent that you have consented in writing prior to such disclosure; provided that the disclosure of any such information to any Existing Lenders, any Lenders or prospective
Lenders, participants or prospective participants or derivative counterparties or prospective derivative counterparties referred to above shall be made subject to the acknowledgment and acceptance by such Existing Lender, Lender or prospective
Lender, participant or prospective participant or derivative counterparty or prospective derivative counterparty that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is
otherwise reasonably acceptable to you and us, including, without limitation, as set forth in the Existing Credit Facility or as agreed in any confidential information memorandum or other marketing materials) in accordance with our standard
syndication processes or customary market standards for dissemination of such type of information. In addition, each Commitment Party may disclose the existence of the Facilities and the information about the Facilities and the Existing Credit
Facility Amendment to market data collectors, similar services providers to the lending industry, and service providers to the Commitment Parties in connection with the administration and management of the Facilities or the Existing Credit Facility
Amendment. Subject to Section 10 hereof, our obligations under this paragraph shall automatically expire upon the earlier of execution and delivery of the Loan Documents and the first anniversary of the date hereof. For the avoidance of
doubt, in no event shall any disclosure of such information referred to above be made to any Disqualified Lender. 

  
 12 








 In consultation with you, any of the Commitment Parties may place advertisements in financial and
other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or World Wide Web as it may choose, and circulate similar promotional materials, in the form of a “tombstone” or otherwise
describing the names of you, the Target and your and its affiliates (or any of them), and the amount, type and closing date of the Facilities or the Existing Credit Facility Amendment, all at such Commitment Party’s expense. 

You acknowledge that each Commitment Party and its affiliates may be providing debt financing, equity capital or other services (including,
without limitation, financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. The Commitment Parties and their respective affiliates will not use
confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or any of their other relationships with you in connection with the performance by them and their affiliates of services for other
companies, and the Commitment Parties and their respective affiliates will not furnish any such information to such other companies. By the same token, we will not make available to you confidential information that we have obtained or may obtain
from any other customer. You also acknowledge that no Commitment Party, nor any of its affiliates, has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, the Target or your or its
subsidiaries, confidential information obtained by such Commitment Party and its affiliates from other companies. 
 In connection with all
aspects of each transaction contemplated by this Commitment Letter, you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (i) the Facilities, the Existing Credit Facility Amendment and any related arranging or
other services described in this Commitment Letter is an arm’s-length commercial transaction between you and your affiliates, on the one hand, and the Commitment Parties, on the other hand, (ii) the Commitment Parties have not provided any
legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, (iii) you are capable
of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby, (iv) in connection with the financing transactions contemplated hereby, each of the Commitment Parties has been, is and will be acting
solely as a principal and has not been, is not and will not be acting as an advisor, agent or fiduciary for you, the Target or any of your or its affiliates, stockholders, creditors or employees or any other person, (v) the Commitment Parties have
not assumed and will not be deemed to assume an advisory, agency or fiduciary responsibility in your or your affiliates’ favor with respect to any of the financing transactions contemplated hereby (irrespective of whether any Commitment Party
has advised, is currently advising or will advise you, your equityholders or affiliates on other matters), and the Commitment Parties have no obligation to you or your affiliates with respect to the financing transactions contemplated hereby except
those obligations expressly set forth in this Commitment Letter, and (vi) the Commitment Parties and their respective affiliates may be engaged in a broad range of transactions that involve interests that


  
 13 








 
differ from yours and those of your affiliates, and the Commitment Parties have no obligation to disclose any of such interests to you or your affiliates. To the fullest extent permitted by law,
you hereby waive and release any claims that you may have against the Commitment Parties with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any financing transaction contemplated by this
Commitment Letter. No Commitment Party has provided any legal, accounting, regulatory or tax advice with respect to the Transactions and the other transactions contemplated by this Commitment Letter and the Term Sheets and you have consulted
with your own legal, accounting, regulatory and tax advisors to the extent you have deemed it appropriate to do so. 
 As you know, Goldman,
Sachs & Co. has been retained by you (or one of your affiliates) as financial advisor (in such capacity, the “Financial Advisor”) in connection with the Acquisition. The parties hereto agree to such retention, and further
agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from the engagement of the Financial Advisor, on the one hand, and Goldman Sachs’ and its
affiliates’ relationships with you as described and referred to herein, on the other. 
 10. Termination. Our commitments and
undertakings hereunder shall terminate in their entirety automatically without further notice or action by us on the first to occur of (a) November 22, 2017, (b) the date of the closing of the Acquisition, effective immediately following such
closing, with or without the use of any portion of the Facilities, and (c) the termination of the Acquisition Agreement in accordance with the terms thereof. Notwithstanding the foregoing, upon the effectiveness of the Specified Amendment, the
commitments and any other obligations of the Commitment Parties in respect of the Backstop Facility or the Existing Credit Facility Amendment (or any part thereof) shall permanently, irrevocably and automatically be terminated and have no further
force or effect without any further action by the Commitment Parties or you. 
 Notwithstanding anything in this Section 10 to the
contrary, the termination of any commitment pursuant to this Section 10 does not prejudice your or our rights and remedies in respect of any breach of this Commitment Letter that occurred prior to such termination. 

The Fee Letters and the compensation, reimbursement, indemnification, syndication, information, jurisdiction, absence of agency or fiduciary
relationship, conflicts of interest, governing law, venue, waiver of jury trial and confidentiality provisions contained herein shall remain in full force and effect regardless of whether the Loan Documents shall be executed and delivered and
notwithstanding the termination of this Commitment Letter or any Lender’s commitments hereunder; provided that your obligations under this Commitment Letter (other than your obligations with respect to confidentiality, compensation,
jurisdiction, waiver of jury trial, governing law, venue, absence of agency or fiduciary relationship, conflicts of interest, information and assistance to be provided in connection with the syndication of the Facilities) shall automatically
terminate and be superseded to the extent of any corresponding provisions of the Loan Documents covering substantially the same subject matter upon the execution and delivery thereof, and you shall automatically be released from all liability
hereunder in connection therewith at such time. 

  
 14 








 11. Assignment; etc. This Commitment Letter and the commitments and undertakings hereunder
shall not be assignable by any party hereto without the prior written consent of each other party hereto, and any attempted assignment without such consent shall be void and of no effect; provided, however, each Commitment Party may
assign its commitment and other rights and obligations hereunder, in whole or in part, (a) to any of its affiliates (including, for the avoidance of doubt, assignments between GS Bank and GSLP), (b) as provided in Section 2 hereof, to any Additional
Arranger or its affiliates and (c) subject to Section 2 and 3 hereof, in connection with the syndication of the Facilities or the arrangement of the Existing Credit Facility Amendment; provided that, other than as contemplated by
Sections 2 and 3 hereof and except for assignments between GS Bank and GSLP or assignments to Permitted Lenders, such Commitment Party shall not be released from the portion of its commitment hereunder so assigned to the extent such assignee
fails to fund the portion of the commitment assigned to it on the Closing Date notwithstanding the satisfaction of the conditions to such funding set forth herein. Any assignment in violation of the foregoing shall be null and void. This Commitment
Letter is intended to be solely for the benefit of the parties hereto and the Indemnified Persons and is not intended to confer any benefits upon, or create any rights in favor of or be enforceable by, any person other than the parties hereto and
the Indemnified Persons, except that the Commitment Parties may perform the duties and activities described hereunder through any of their respective affiliates or branches and the provisions of Section 9 shall apply with equal force and effect to
any of such affiliates or branches so performing any such duties or activities. 
 12. Governing Law; Waiver of Jury Trial; etc.
This Commitment Letter and the Fee Letters shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of law principles thereof to the extent that such principles would direct a matter to
another jurisdiction; provided that the laws of the State of Delaware shall govern in determining (i) whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement, (ii) whether a Material Adverse
Effect (as defined in Exhibit E) has occurred and (iii) accuracy of any Acquisition Agreement Representations. Each of the parties hereto waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract,
tort or otherwise) related to or arising out of this Commitment Letter, the Fee Letters, each element of the Transactions or the performance by us or any of our affiliates of the services contemplated hereby. In addition, with respect to any
action, proceeding or counterclaim arising out of or relating to this Commitment Letter, the Fee Letters, the Transactions or the performance by us or any of our affiliates of the services contemplated hereby, the parties hereto hereby irrevocably:
(a) submit to the exclusive jurisdiction of any New York State or Federal court sitting in the Borough of Manhattan in the City of New York, New York; (b) agree that, subject to the final sentence of this paragraph, all claims with respect to such
action or proceeding may be heard and determined exclusively in such New York State or Federal court; (c) waive the defense of any inconvenient forum to such New York State or Federal court; (d) agree that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in another jurisdiction by suit on the judgment or in any other manner provided by law; and (e) consent to service of process by mailing or delivering a copy of such process to such party at its
address set forth in Section 15 hereof and agree that such service shall be effective when sent or delivered. Nothing in this Commitment Letter shall affect any right that any Commitment Party or any of its affiliates may
otherwise have to bring any action or proceeding relating to this Commitment Letter and the Transactions against you or your properties in the courts of any jurisdiction. 

  
 15 








 13. Amendments; Counterparts; etc. No amendment or waiver of any provision hereof
(including the Term Sheets) or of a Fee Letter shall be effective unless in writing and signed by each of the parties hereto or thereto and then only in the specific instance and for the specific purpose for which given. This Commitment Letter
(including the Term Sheets) and the Fee Letters are the only agreements among the parties hereto with respect to the matters contemplated hereby and thereby and set forth the entire understanding of the parties hereto with respect thereto. This
Commitment Letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the
same agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission (or in pdf or similar format by electronic mail) shall be effective as delivery of a manually executed counterpart of this
Commitment Letter. 
 14. PATRIOT Act Notification. We hereby notify you that pursuant to the requirements of the USA PATRIOT Act,
Title III of Pub. L. 107-56 (signed into law October 26, 2001) (as the same may be extended and in effect from time to time, the “PATRIOT Act”), each Commitment Party is required to obtain, verify and record information that
identifies the Borrower and the Guarantors, which information includes the name, address, tax identification number and other information regarding the Borrower and the Guarantors that will allow the Commitment Parties to identify the Borrower and
the Guarantors in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to each Commitment Party and each Lender. You hereby acknowledge and agree that the Commitment Parties
shall be permitted to share any or all such information with the Lenders. 
 15. Notices. Any notice given pursuant to this Commitment
Letter shall be mailed or hand delivered in writing, if to (a) you, at your address set forth on page one hereof and (b) GS Bank and GSLP, at its address set forth on page one hereof. 

Each of the parties hereto agrees that this Commitment Letter and the Fee Letters are binding and enforceable agreements with respect to the
subject matter contained herein and therein, including an agreement to negotiate in good faith the Facilities and the Specified Amendment by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that
the commitments provided hereunder by the Commitment Parties are subject only to the conditions precedent set forth in Exhibit E hereto. 

If the foregoing proposal is acceptable to you, please so confirm by signing and returning to us executed counterparts of this Commitment
Letter and the Fee Letters. Unless we receive your executed counterparts hereof and thereof by 11:59 p.m., New York City time, on November 17, 2016, our offer hereunder will automatically expire at such time without further action or notice.

 [Signature pages follow.] 

  
 16 








 We are pleased to have this opportunity and we look forward to working with you on this
transaction. 
  

					
	Very truly yours,
	
	GOLDMAN SACHS BANK USA
		
	By:	 	/s/ Robert Ehudin
		 	Name:	 	Robert Ehudin
		 	Title:	 	Authorized signatory
	
	GOLDMAN SACHS LENDING PARTNERS LLC
		
	By:	 	/s/ Robert Ehudin
		 	Name:	 	Robert Ehudin
		 	Title:	 	Authorized signatory


 [Signature Page to Commitment Letter] 








			
	Accepted and agreed to as of the date first written above:
	
	TESORO CORPORATION
		
	By:	 	/s/ Steven M. Sterin
		 	Name: Steven M. Sterin
		 	 Title: Executive Vice President and

          Chief Financial Officer


 [Signature Page to Commitment Letter] 







 EXHIBIT A 

Project Lisa 

Transaction Description 

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the Commitment Letter
to which this Exhibit A is attached or the other Exhibits to the Commitment Letter. 
 Pursuant to the terms of
that certain Agreement and Plan of Merger dated as of the date of the Commitment Letter, among the Borrower, certain newly formed subsidiaries of the Borrower party thereto and the Target (together with all exhibits, schedules and disclosure letters
thereto, collectively, the “Acquisition Agreement”), the Borrower will acquire the Target (the “Acquisition”). 

In connection with the Acquisition, it is intended that: 

(a) The Borrower will (i) (1) issue and sell senior unsecured notes providing for gross proceeds of up to $2.15 billion on or prior to the
Closing Date (the “Senior Notes”) pursuant to a registered public offering or a Rule 144A and/or Regulation S offering or other private placement and/or (2) obtain a new syndicated term loan facility (the “Term Loan
Facility”); or (ii) to the extent that all or a portion of such offering of the Senior Notes and/or the Term Loan Facility providing such amount of gross proceeds has not been entered into on or prior to the Closing Date, obtain up to $2.15
billion in the aggregate (less the amount of any gross proceeds (including proceeds received in escrow) from the issuance of Senior Notes and/or the Term Loan Facility), under a senior unsecured bridge credit facility described in Exhibit B
to the Commitment Letter (the “Bridge Facility”). 
 (c) (i) The Existing Credit Facility will be (x) amended pursuant to
the Specified Amendment and, if the consent of the Existing Lenders thereto is obtained, the Additional Amendments, in each case, as described in Exhibit C to the Commitment Letter, or (y) refinanced in full with a senior secured backstop
credit facility described in Exhibit D to the Commitment Letter (the “Backstop Facility”), with all commitments thereunder terminated and replaced with the commitments under the Backstop Facility and all security and
guarantees in respect of the Existing Credit Facility being discharged and released (the “Existing Credit Facility Refinancing”) and (ii) the following indebtedness of the Target and its subsidiaries, in each case as amended, will
be repaid or otherwise satisfied and discharged, with all commitments thereunder terminated and all security and guarantees in respect thereof (if any) discharged and released (the “Debt Repayment”): 

(1) the Term Loan Credit Agreement, dated as of November 12, 2013, among Western Refining, Inc., Bank of America, N.A. and the lenders party
thereto; 
 (2) the Third Amended and Restated Revolving Credit Agreement, dated as of October 2, 2014, among Western Refining, Inc., Bank of
America, N.A. and the lenders party thereto; 

  
 A-1 








 (3) the Indenture dated as of March 25, 2013, among Western Refining, Inc. and U.S. Bank National
Association, as trustee, relating to 6.25% Senior Notes due 2021 of Western Refining, Inc. 
 (4) the Indenture dated as of November 8, 2012,
among Northern Tier Energy LLC, Northern Tier Finance Corporation, Northern Tier Energy LP and Deutsche Bank Trust Company Americas as trustee, relating to 7.125% Senior Notes due 2020 of Northern Tier Energy LLC and Northern Tier Finance
Corporation, as co-issuers; and 
 (5) the Credit Agreement, dated as of September 29, 2014, among Northern Tier Energy LLC, JPMorgan Chase
Bank, N.A., and the financial institutions party hereto. 
 The proceeds of the Senior Notes, the Term Loan Facility and/or the Bridge
Facility will be applied to the Debt Repayment and to pay a portion of the Cash Consideration (as defined in the Acquisition Agreement) and all or a portion of the fees and expenses incurred in connection with the Transactions (such fees and
expenses, the “Transaction Costs”) and, if the Specified Amendment is not obtained on or prior to the Closing Date, the proceeds of loans under the Backstop Facility on the Closing Date may be applied to repay loans under the
Existing Credit Facility and to pay the Transaction Costs and letters of credit under the Backstop Facility may be used to replace, backstop or, subject to the consent of the issuer thereof, “grandfather” any letters of credit. 

The transactions described above are collectively referred to herein as the “Transactions” and, the date of the consummation
of the Acquisition, the “Closing Date”. 

  
 A-2 








 EXHIBIT B 

Project Lisa 
 364-day
Senior Unsecured Bridge Facility 
 Summary of Principal Terms and Conditions 

Capitalized terms used but not defined in this Exhibit B shall have the meanings set forth in the Commitment Letter
to which this Exhibit B is attached or the other Exhibits to the Commitment Letter. 
  

			
	Borrower:	  	Tesoro Corporation, a Delaware corporation (the “Borrower”).
		
	Lead Arrangers and Bookrunners:	  	Goldman Sachs Bank USA (“GS Bank”) (acting alone or through or with affiliates selected by it) and each other financial institution appointed as a lead arranger and/or bookrunner pursuant to the terms of the
Commitment Letter (collectively, the “Bridge Lead Arrangers”).
		
	Administrative Agent:	  	GS Bank (acting alone or through or with affiliates selected by it) will act as sole administrative agent (in such capacity, the “Bridge Administrative Agent”) for the Bridge Lenders (as defined below).
		
	Transactions:	  	As described in Exhibit A to the Commitment Letter.
		
	Lenders:	  	GS Bank (or one of its affiliates) and a syndicate of financial institutions and other lenders (the “Bridge Lenders”) arranged by the Bridge Lead Arrangers as contemplated by the Commitment Letter.
		
	Type and Amount of Facility:	  	A senior unsecured 364-day bridge loan facility (the “Bridge Facility”) under which the Bridge Lenders will make senior increasing rate loans (the “Bridge Loans”) to the Borrower on the Closing Date
in an aggregate principal amount of up to $2.15 billion, less the sum of (a) the aggregate principal amount of any Senior Notes issued from and after the date of the Commitment Letter and on or prior to the Closing Date plus
(b) without duplication of clause (a) above, all reductions on or prior to the Closing Date pursuant to the “Mandatory Prepayments/Commitment Reductions” section below.
		
	Purpose:	  	The proceeds of the Bridge Loans, together with the proceeds of any Senior Notes issued in lieu thereof, will be used to finance the Acquisition and the Debt Repayment and to pay for a portion of Transaction Costs.
		
	Availability:	  	The full amount of the Bridge Facility must be drawn in a single drawing on the Closing Date concurrently with the consummation of the Acquisition. Amounts repaid or prepaid under the Bridge Facility may not be
reborrowed.


  
 B-1 









			
		
	Ranking:	  	The Bridge Loans will rank pari passu with other senior indebtedness of the Borrower.
		
	Guarantees:	  	Substantially the same as and limited to those set forth in the Existing Credit Facility. The Target and each of its subsidiaries that would be required to guarantee the Existing Credit Facility will, subject to the Guarantee
and Collateral Provisions, be required to become guarantors. The Borrower and the guarantors are collectively referred to as the “Loan Parties”.
		
	Maturity:	  	The Bridge Loans will mature on the day that is 364 days after the Closing Date, and will not be subject to scheduled amortization prior to the final maturity thereof.
		
	Interest Rates:	  	 The Borrower may elect that the Bridge Loans bear interest at a rate per annum equal to (a) the Base Rate plus the Applicable Margin or (b)
the Adjusted LIBO Rate plus the Applicable Margin.
  
 As used herein:

 
 “Base Rate” means for any day, a rate per annum equal to the greatest of
(a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus  1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest
Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, the Adjusted LIBO Rate for any day shall be based on the LIBO Rate at approximately 11:00 a.m., London time, on such
day. Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate,
respectively.
  
 “Adjusted LIBO Rate” means, with respect to any
Eurodollar Loan for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

 
 “LIBO Rate” means the London interbank offered rate as administered by
ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for dollars for a period equal in length to such Interest Period as displayed on pages LIBOR01 of the Reuters screen that displays such rate (or, in
the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as
selected by the Bridge Administrative Agent in its reasonable discretion (in each case the “LIBO Screen Rate”) at approximately



  
 B-2 









			
		  	 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate
shall not be available at such time for such Interest Period then the LIBO Rate shall be the Interpolated Rate (as defined in the Existing Credit Facility).
  

“Applicable Margin” shall be the applicable rate per annum determined in accordance with the ratings based grid on Annex I hereto.

 
 In no event shall the Adjusted LIBO Rate be less than zero or the Base Rate be less than
the one-month Adjusted LIBO Rate plus 1.00% per annum.
  
 The Borrower may select, in
respect of Eurodollar Loans, Interest Periods of one week or one, two or three months or such shorter or longer period as may be consented to by each Bridge Lender.
  

Interest will be payable in arrears (a) with respect to each Base Rate Loan, on the first business day of each calendar quarter during the term of such Base
Rate Loan and (b) with respect to each Eurodollar Loan, on the last day of the applicable interest period relating thereto; provided that in the event that the interest period for a Eurodollar Loan shall be for a period in excess of three
months, then interest shall also be payable on each three month anniversary of the commencement of such interest period.

		
	Duration Fees	  	The Borrower shall pay duration fees for the account of each Bridge Lender in amounts equal to the percentage, determined in accordance with the grid below, of the aggregate principal amount of the Bridge Loans of such Bridge Lender
outstanding at the close of business, New York City time, on each date set forth in the grid below.

  

					
	Duration Fees
			
	 90 days after the
 Closing Date
	 	 180 days after the
 Closing Date
	 	 270 days after the
 Closing
Date

	50 bps	 	75 bps	 	100 bps


  

			
	Default Rate:	  	Upon and during the continuance of any payment event of default or bankruptcy event of default, with respect to principal, the applicable interest rate plus 2.00% per annum and, with respect to any other amount, the interest rate
applicable to the Bridge Loans that are Base Rate Loans plus 2.00% per annum.


  
 B-3 









			
		
	 Mandatory Prepayments/
 Commitment
Reductions:
	  	 The Borrower shall prepay the Bridge Loans or, prior to the funding of the Bridge Facility on the Closing Date, the commitments in respect of
the Bridge Facility shall automatically reduce, in an aggregate amount equal to:
  

(a) 100% of the net cash proceeds received (including into escrow) by the Borrower or any of its restricted subsidiaries from any Specified
Debt Incurrence (as defined below), in each case after the date of the Commitment Letter, whether before or after the Closing Date; provided that, prior to the Closing Date, any automatic reduction of commitments under the Bridge Facility
pursuant to this clause (a) on account of the issuance of Senior Notes shall be without duplication of any such reduction pursuant to the “Type and Amount of Facility” section above;

 
 (b) 100% of the net cash proceeds received by the Borrower from any
Specified Equity Issuance (as defined below) after the date of the Commitment Letter, whether before or after the Closing Date; and
  

(c) 100% of the net cash proceeds received by the Borrower or any of its restricted subsidiaries from any Specified Asset Disposition
consummated after the date of the Commitment Letter, whether before or after the Closing Date, other than net cash proceeds of any Specified Asset Disposition consummated prior to the Closing Date with respect to which the Borrower shall have given
written notice to the Bridge Lead Arrangers that the Borrower or its restricted subsidiaries intend to reinvest such net cash proceeds within 180 days of receipt thereof in non-current assets to be used in the business of the Borrower and/or
its restricted subsidiaries, provided that any such net cash proceeds that are not so reinvested by the end of such 180-day period shall then be subject to the provisions of this clause (c), and provided further that no net cash
proceeds received prior to the Closing Date that would otherwise be subject to the provisions of this clause (c) shall be subject to such provisions until the aggregate amount of all such net cash proceeds shall equal $1.0 billion, and then only the
portion in excess of $1.0 billion shall be subject to such provisions.
  
 In addition,
prior to the funding of the Bridge Facility on the Closing Date, the commitments in respect of the Bridge Facility shall automatically reduce by the aggregate committed amount of any loan or other credit agreement (including the Term Loan Facility,
but excluding the Backstop Facility) entered into by the Borrower or any of its restricted subsidiaries after the date of the Commitment Letter for the stated purpose of financing the Acquisition or the other Transactions, provided that the
conditions precedent to funding such commitments are no less favorable to the Borrower or such restricted subsidiary than the conditions precedent to the funding of the Bridge Facility as set forth herein, it being understood that upon the
effectiveness of any such automatic reduction and solely to the extent



  
 B-4 









			
		  	 of the amount thereof, there shall be no duplicative reduction or prepayment in respect of such loan or other credit facility pursuant to
clause (a) above or pursuant to the “Type and Amount of Facility” section above.
  

Any required commitment reduction resulting from any of the foregoing shall be effective on the same day as such net cash proceeds are received or, in the case
of the establishment of any loan or other credit facility, on the date of entry into the loan or other credit agreement establishing such facility. Any prepayment of the Bridge Loans required under clause (a), (b) or (c) above shall be made on
or prior to the third business day after such net cash proceeds are received, and will be without premium or penalty, subject to reimbursement of the Bridge Lenders’ breakage costs.

		
		  	“Specified Debt Incurrence” means any issuance or incurrence of (a) the Senior Notes, (b) any other debt securities (including debt securities convertible into equity and any equity-linked or hybrid debt-equity
securities) of the Borrower or any of its restricted subsidiaries, in each case, whether pursuant to a public offering or in a Rule 144A or other private placement, (c) indebtedness under any loan or other credit facility (other than the Bridge
Facility or the Backstop Facility) of the Borrower or any of its restricted subsidiaries and (d) any other indebtedness for borrowed money of the Borrower or any of its restricted subsidiaries, in each case, other than (i) intercompany debt
between the Borrower and its restricted subsidiaries, (ii) for the avoidance of doubt, indebtedness of Tesoro Logistics and its subsidiaries and other subsidiaries that are “excluded subsidiaries” under the Existing Credit Facility,
including, after the Closing Date, Western Refining Logistics, LP, a Delaware limited partnership (“Western Refining Logistics”), and its subsidiaries, (iii) borrowings under the Existing Credit Facility (but not any incremental
commitments thereunder effected after the date of the Commitment Letter), (iv) refinancings of the 4.250% Senior Notes due 2017 of the Borrower, provided that such refinancing does not increase the aggregate outstanding amount thereof, other
than by the amount of accrued and unpaid interest on the indebtedness being refinanced and the amount of any costs, fees and expenses incurred in connection therewith, (v) deferred purchase price obligations, (vi) ordinary course working capital
facilities (other than any revolving credit facilities), (vii) ordinary course capital leases, purchase money and equipment financings and (viii) any indebtedness of the Target and its subsidiaries incurred prior to the Closing Date permitted to be
incurred and remain outstanding pursuant to the Acquisition Agreement.


  
 B-5 









			
		
		  	 “Specified Equity Issuance” means any issuance of common equity, preferred equity or other equity securities by the
Borrower, whether pursuant to a public offering or in a Rule 144A or other private placement, other than (a) any equity securities issued pursuant to employee stock plans or other employee compensation plans, (b) equity securities issued as
consideration in the Acquisition or in any other acquisition and (c) issuances of directors’ qualifying shares and/or other nominal amounts required to be held by persons (other than the Borrower or its subsidiaries under applicable law) by the
Borrower or any of its subsidiaries, in each case on or after the date of the Commitment Letter.
  

“Specified Asset Disposition” means any sale, transfer or other disposition (including any sale and leaseback transaction) of any property or
asset of the Borrower or any of its restricted subsidiaries outside the ordinary course of business, other than (a) dispositions between the Borrower and any of its restricted subsidiaries, (b) the unwinding of hedging arrangements, (c) disposition
of accounts receivable as part of collection, (d) the sale of inventory or other assets in the ordinary course of business and (e) any sale, transfer or other disposition (or series of related sales, transfers or other dispositions) for which the
net cash proceeds received does not exceed $10 million. It is understood that a casualty loss or damage to any property or asset of the Borrower or any of its restricted subsidiaries shall not constitute a Specified Asset
Disposition.

		
	Optional Prepayment:	  	The Bridge Loans may be prepaid at any time, in whole or in part, at par plus accrued and unpaid interest to the date of prepayment but without premium or penalty, subject to reimbursement of the Bridge Lenders’ breakage costs,
upon not less than three (3) business days’ prior written notice, at the option of the Borrower.
		
	Documentation:	  	The definitive documentation for the Bridge Facility (the “Bridge Documentation”) will be based on the Credit Agreement, dated as of September 30, 2016, by and among the Borrower, JPMorgan Chase Bank N.A., as
administrative agent, and the lenders party thereto (the “Existing Credit Facility”), as in effect on the date of the Commitment Letter but after giving effect to the Specified Amendments, and solely with such other modifications
thereto as are required to reflect (a) the terms and conditions set forth in this Exhibit B (as they may be modified in accordance with the “market flex” provisions of the Arranger Fee Letter), (b) the interim
nature of the Bridge Facility and the fact that the Bridge Facility is an unsecured term loan facility, (c) the Bridge Administrative Agent’s customary agency and mechanical provisions, (d) scheduled exceptions to the representations and
warranties to be subject to the reasonable approval of the Bridge Lead Arrangers (in lieu of certain exceptions being “previously disclosed” to the agent and the lenders under the Existing Credit Facility) and (e) modifications to the
Existing Credit Facility that are mutually agreed


  
 B-6 









			
		  	to account for changes in law or accounting standards or to cure mistakes or defects (it being understood that if a modification of any provision in the definitive documentation is proposed pursuant to this clause (e), but the
Borrower and the Bridge Lead Arrangers fail to mutually agree on any modification of such provision in the requisite time period to allow drawing on the Closing Date, such provision shall be in the form of the corresponding provision of the Existing
Credit Facility). The Bridge Documentation shall contain only those conditions to borrowing, mandatory prepayments, representations and warranties, affirmative, negative and financial covenants and events of default expressly set forth in this
Exhibit B, which, subject to the preceding sentence, shall be substantially consistent with, but no less favorable to the Borrower in any respect than, the Existing Credit Facility. The principles set forth in this
paragraph are referred to as the “Bridge Documentation Principles”.
		
	Conditions Precedent to Borrowing:	  	The availability of the borrowing under the Bridge Facility on the Closing Date shall only be subject to the conditions set forth in Exhibit E to the Commitment Letter.
		
	Representations and Warranties:	  	Subject to the Bridge Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Facility, it being understood that the representations and warranties made on the Closing Date will
cover the Target and its subsidiaries (in the case of “excluded subsidiaries” of the Target, only to the extent such representations and warranties cover the “excluded subsidiaries” of the Borrower) and the Acquisition and the
other Transactions.
		
	Affirmative Covenants:	  	Subject to the Bridge Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Facility.
		
	Negative and Financial Covenants:	  	Subject to the Bridge Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Facility.
		
	Events of Default:	  	Subject to the Bridge Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Facility.
		
	Cost and Yield Protection:	  	Subject to the Bridge Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Facility.
		
	Assignments and Participation:	  	The Bridge Lenders will have the right to assign all or, subject to minimum amounts to be agreed, a portion of their Bridge Loans after the Closing Date without the consent of the Borrower (other than to Disqualified Lenders,
provided that the list thereof is made available to all Bridge Lenders); provided, however, that, unless an event of default has occurred and is at such time continuing, the consent of the Borrower (which shall not be
unreasonably withheld or delayed) shall be required with respect to any such assignment if, subsequent thereto, the Commitment Parties would hold, in the aggregate, less than 50.1% of the outstanding Bridge
Loans.


  
 B-7 









			
		
		  	 The Bridge Lenders will be permitted to participate the Bridge Loans without restriction (other than to Disqualified Lenders, provided
that the list thereof is made available to all Bridge Lenders). Voting rights of participants shall be limited to matters in respect of (a) increases in commitments, (b) reductions of principal, interest (other than default interest) or fees,
(c) extension of final maturity and (d) releases of all or substantially all of the value of the Guarantees or the Borrower.
  

Notwithstanding anything in the Bridge Documentation to the contrary, the Administrative Agent shall not be responsible for monitoring assignments or
participations for compliance with the list of Disqualified Lenders, if any.

		
	Voting:	  	 Amendments and waivers of the Bridge Documentation will require the approval of the Bridge Lenders holding more than 50% of the aggregate
amount of loans and unused commitments under the Bridge Facility (excluding loans and unused commitments of Defaulting Lenders) (the “Required Lenders”), except that: (a) the consent of each Bridge Lender affected thereby shall
be required with respect to (i) increases in commitments, (ii) reductions of principal, interest (other than default interest) or fees, (iii) extensions of final maturity; (v) modifications to the pro rata sharing
and payment provisions and (vi) releases of all or substantially all of the value of the Guarantees on a consolidated basis (other than in connection with any sale of the relevant Guarantor permitted by the Bridge Documentation) and
(b) the consent of 100% of the Bridge Lenders will be required with respect to (i) modifications to any of the voting percentages and (ii) releases of the Borrower. The consent of the Bridge Administrative Agent will be required to amend,
modify or otherwise affect the rights and duties of the Bridge Administrative Agent.
  

The Bridge Documentation shall contain customary provisions with respect to non-consenting Bridge Lenders, consistent with the Bridge Documentation
Principles.

		
	Expenses and Indemnification:	  	The Borrower shall pay (a) all reasonable and documented or invoiced out-of-pocket expenses of the Bridge Administrative Agent and the Bridge Lead Arrangers associated with the syndication of the Bridge Facility and the preparation,
execution, delivery and administration of the Bridge Documentation and any amendment or waiver with respect thereto (including, without limitation, the reasonable fees, disbursements and other charges of outside counsel identified herein, one local
counsel in each relevant material jurisdiction and counsel


  
 B-8 









			
		  	 otherwise retained with the Borrower’s consent) and (b) all reasonable and documented or invoiced out-of-pocket expenses of the Bridge
Administrative Agent, the Bridge Lead Arrangers and the Bridge Lenders (including, without limitation, the fees, disbursements and other charges of outside counsel) in connection with the enforcement of the Bridge Documentation.

 
 The Loan Parties will indemnify the Bridge Administrative Agent, the Bridge Lead Arrangers
and the Bridge Lenders and the respective affiliates, officers, directors, employees, advisors, agents, other representatives, controlling persons, members, partners and successors and permitted assigns of any of the foregoing, and hold them
harmless from and against all costs, expenses (including, without limitation, reasonable fees, disbursements and other charges of counsel) and liabilities of any such indemnified person arising out of or relating to any claim or any litigation or
other proceedings (regardless of whether any such indemnified person is a party thereto or whether such claim, litigation, or other proceeding is brought by a third party or by the Borrower or any of its affiliates, creditors or shareholders or any
other person) that relate to the Bridge Documentation or the transactions contemplated thereby or the use of proceeds therefrom, provided that no indemnified person will be indemnified for (i) its gross negligence, bad faith, fraud, willful
misconduct or material breach in bad faith of the Bridge Documentation, as determined in a final, non-appealable judgment of a court of competent jurisdiction or (ii) disputes solely among indemnified parties and not involving any act or omission of
the Borrower or any of its affiliates (other than, with respect to the Bridge Administrative Agent, any Bridge Lead Arranger or any other agent or arranger under the Bridge Facility, any dispute involving such person in its capacity or in fulfilling
its role as such).

		
	Governing Law and Forum:	  	New York, including exclusive New York jurisdiction.
		
	Counsel to Bridge Administrative Agent and Bridge Lead Arrangers:	  	Cravath, Swaine & Moore LLP.
		
	Counsel to Borrower:	  	Sullivan & Cromwell LLP.


  
 B-9 








 Project Lisa 

364-day Senior Unsecured Bridge Facility 

Pricing Grid 
  

																																	
	 	  	Applicable Margin	 
	 Senior Debt Rating
	  	Closing Date –
89 days after
Closing Date	 	 	90- 179 days
after Closing
Date	 	 	180 – 269 days
after Closing
Date	 	 	270 days after
Closing Date
and thereafter	 
	 	  	ABR	 	 	LIBOR	 	 	ABR	 	 	LIBOR	 	 	ABR	 	 	LIBOR	 	 	ABR	 	 	LIBOR	 
	 Level 1: >Ba2/BB+
	  	 	1.50	% 	 	 	2.50	% 	 	 	1.75	% 	 	 	2.75	% 	 	 	2.00	% 	 	 	3.00	% 	 	 	2.25	% 	 	 	3.25	% 
	 Level 2: Ba2/BB+
	  	 	1.75	% 	 	 	2.75	% 	 	 	2.00	% 	 	 	3.00	% 	 	 	2.25	% 	 	 	3.25	% 	 	 	2.50	% 	 	 	3.50	% 
	 Level 3: Ba3/BB
	  	 	2.00	% 	 	 	3.00	% 	 	 	2.25	% 	 	 	3.25	% 	 	 	2.50	% 	 	 	3.50	% 	 	 	2.75	% 	 	 	3.75	% 
	 Level 4: <Ba3/BB or unrated
	  	 	2.25	% 	 	 	3.25	% 	 	 	2.50	% 	 	 	3.50	% 	 	 	2.75	% 	 	 	3.75	% 	 	 	3.00	% 	 	 	4.00	% 

 “Senior Debt Rating” means the rating assigned by S&P or Moody’s to the senior, unsecured, long-term
indebtedness for borrower money of the Borrower that is not guaranteed by any other person or subject to any other credit enhancement. 
 For purposes of
the foregoing, at any time that there is a split in such Senior Debt Ratings, then the lower of such Senior Debt Ratings shall apply, unless there is a split in Senior Debt Ratings of more than one level, in which case the level that is one level
higher than the lower Senior Debt Rating shall apply. If either S&P or Moody’s shall not have in effect a Senior Debt Rating, then such rating agency shall be deemed to have established a rating in Level 4. 

  
 B-1 








 EXHIBIT C 

Project Lisa 
 Summary of
Exiting Credit Facility Amendments 
 The term “Specified Amendment” refers to the following amendments to the Existing
Credit Facility, in each case, in the form to be mutually agreed by the Borrower and the Amendment Lead Arrangers: 
  

	 	(a)	Negative Covenants: 

  

	 	(i)	Section 6.01(a)(ix) shall be amended to permit the pre-existing debt of the Target and its subsidiaries (other than any indebtedness required to be repaid or otherwise discharged and satisfied as part of the Debt
Repayment) permitted under the Acquisition Agreement to be outstanding on the Closing Date. 

  

	 	(ii)	Section 6.01(a)(xiii) shall be amended to permit additional unsecured indebtedness in respect of the Senior Notes, the Bridge Facility and the Term Loan Facility in an aggregate principal amount not to exceed $2.15
billion. 

  

	 	(iii)	Section 6.04 shall be amended to include a provision permitting the consummation of the Acquisition as contemplated by the Acquisition Agreement. 


 

	 	(b)	Affirmative Covenants: 

  

	 	(i)	Section 5.09(a) shall be amended to exclude Western Refining Logistics and its subsidiaries from any requirement to guarantee or secure the Existing Credit Facility. 


 

	 	(c)	Other: 

  

	 	(i)	Western Refining Logistics and its subsidiaries shall be designated as “Excluded Subsidiaries” as of the Closing Date, subject to certain corresponding amendments to the Existing Credit Facility that provide
for the substantially similar restrictions on transactions between the Borrower and its subsidiaries (other than Western Refining Logistics and its subsidiaries), on the one hand, and Western Refining Logistics and its subsidiaries, on the other
hand, as the restrictions on the transactions between the Borrower and its subsidiaries (other than Tesoro Logistics and its subsidiaries), on the one hand, and Tesoro Logistics and its subsidiaries, on the other hand. 








 The term “Additional Amendment” refers to the following amendments to the
Existing Credit Facility, in each case, in the form to be mutually agreed by the Borrower and the Amendment Lead Arrangers: 
  

	 	(a)	Section 2.02(a) shall be amended to permit establishment of additional incremental revolving commitments in an aggregate amount of up to $750.0 million, so that the aggregate amount of revolving commitments under the
Existing Credit Facility can be increased to an amount up to $3.0 billion. 

  

	 	(b)	The Existing Credit Facility shall be amended to permit incurrence of term loans by the Borrower in an aggregate principal amount not to exceed $750.0 million, which term loans will be permitted to be guaranteed and
secured on a pari passu basis with the obligations under the Existing Credit Facility. 

 The term “Existing Credit
Facility Amendment” refers to the Specified Amendments and, if and to the extent any such amendments are solicited or effected in connection with soliciting or effecting the Specified Amendments, the Additional Amendments. 







 EXHIBIT D 

Project Lisa 
 Senior
Secured Backstop Facility 
 Summary of Principal Terms and Conditions 

Capitalized terms used but not defined in this Exhibit D shall have the meanings set forth in the Commitment Letter to which this
Exhibit D is attached or the other Exhibits to the Commitment Letter. 
  

			
	Borrower:	  	Tesoro Corporation, a Delaware corporation (the “Borrower”).
		
	Lead Arrangers and Bookrunners:	  	Goldman Sachs Bank USA (“GS Bank”) (acting alone or through or with affiliates selected by it) and each other financial institution appointed as a lead arranger and/or bookrunner pursuant to the terms of the
Commitment Letter (the “Backstop Lead Arrangers”).
		
	Administrative Agent:	  	GS Bank (acting alone or through or with affiliates selected by it) will act as sole administrative agent (in such capacity, the “Backstop Administrative Agent” and, together with the Bridge Administrative Agent,
the “Administrative Agents”) for the Backstop Lenders (as defined below).
		
	Transactions:	  	As described in Exhibit A to the Commitment Letter.
		
	Lenders:	  	GS Bank (or one of its affiliates) and a syndicate of financial institutions and other lenders (the “Backstop Lenders”) arranged by the Backstop Lead Arrangers as contemplated by the Commitment Letter.
		
	Backstop Facility:	  	 If the Specified Amendment is not obtained on or prior to the Closing Date, the Backstop Lenders will provide a senior secured revolving
credit facility in aggregate principal amount of $2.0 billion (the “Backstop Facility”).
  

Up to $1.05 billion of the Backstop Facility will be available in the form of standby letters of credit to be provided by the Commitment Parties (ratably in
accordance with their commitments in respect of the Backstop Facility under the Commitment Letter) and/or other Backstop Lenders to be mutually agreed that consent to act in such capacity (with the amount of each such Backstop Lender’s
commitment to issue letters of credit being as separately agreed by the Borrower and such Backstop Lender, and such commitment to reduce ratably the commitments of the Commitment Parties to issue letters of credit). The obligation of letter of
credit issuers under the Backstop Facility to issue, extend, renew or amend any letter of credit shall be subject to the policies and procedures of such letter of credit issuer.










			
		
	Purpose:	  	The commitments under and the proceeds of the Backstop Facility will be used to refinance the Existing Credit Facility.
		
	Availability:	  	If the Specified Amendment is not obtained on or prior to the Closing Date, the full amount of the Backstop Facility will be made available on the Closing Date to refinance amounts outstanding under the Existing Credit Facility and
for fees and costs in connection with the Transactions, and the Backstop Facility will be available after the Closing Date to finance working capital and general corporate purposes.
		
	Ranking:	  	The Backstop Facility will rank pari passu with the Bridge Facility and other senior indebtedness of the Borrower.
		
	Guarantees:	  	Substantially the same as and limited to those set forth in the Existing Credit Facility. The Target and each of its subsidiaries that would be required to guarantee the Existing Credit Facility will, subject to the Guarantee
and Collateral Provisions, be required to become guarantors. The Borrower and the guarantors are collectively referred to as the “Loan Parties”.
		
	Security:	  	Subject to the Backstop Documentation Principles and the Guarantee and Collateral Provisions, substantially the same as and limited to that set forth in the Existing Credit Facility.
		
	Maturity:	  	September 30, 2020.
		
	Interest Rates and Commitment and Letter of Credit Fees:	  	Subject to the Backstop Documentation Principles, the same as the Existing Credit Facility.
		
	Default Rate:	  	Upon and during the continuance of any payment event of default or bankruptcy event of default, with respect to principal, the applicable interest rate plus 2.00% per annum and, with respect to any other amount, the interest rate
applicable to the Base Rate Loans under the Backstop Facility plus 2.00% per annum.
		
	Mandatory Prepayment:	  	Subject to the Backstop Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Facility.
		
	Optional Prepayment:	  	Subject to the Backstop Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Facility.









			
		
	Documentation:	  	The definitive documentation for the Backstop Facility (the “Backstop Documentation”) will be based on the Credit Agreement, dated as of September 30, 2016, by and among the Borrower, JPMorgan Chase Bank N.A., as
administrative agent, and the lenders party thereto (the “Existing Credit Facility”), as in effect on the date of the Commitment Letter but after giving effect to the Specified Amendments, and solely with such other modifications
thereto as are required to reflect (a) the terms and conditions set forth in this Exhibit D (as they may be modified in accordance with the “market flex” provisions of the Arranger Fee Letter), (b) the Backstop
Administrative Agent’s customary agency and mechanical provisions, (c) scheduled exceptions to the representations and warranties to be subject to the reasonable approval of the Backstop Lead Arrangers (in lieu of certain exceptions being
“previously disclosed” to the agent and the lenders under the Existing Credit Facility) and (d) modifications to the Existing Credit Facility to account for changes in law or accounting standards or to cure mistakes or defects (it being
understood that if a modification of any provision in the definitive documentation is proposed pursuant to this clause (d), but the Borrower and the Backstop Lead Arrangers fail to mutually agree on any modification of such provision in the
requisite time period to allow effectiveness on the Closing Date, such provision shall be in the form of the corresponding provision of the Existing Credit Facility). The Backstop Documentation shall contain only those conditions to borrowing,
mandatory prepayments, representations and warranties, affirmative, negative and financial covenants and events of default set forth in this Exhibit D (as they may be modified in accordance with the “market flex”
provisions of the Arranger Fee Letter), which, subject to the preceding sentence (and the immediately preceding parenthetical), shall be substantially consistent with, but no less favorable to the Borrower in any respect than, the Existing Credit
Facility. The principles set forth in this paragraph are referred to as the “Backstop Documentation Principles”.
		
	Conditions Precedent to Closing Date Borrowing:	  	The availability of the borrowing under the Backstop Facility on the Closing Date shall only be subject to the conditions set forth in Exhibit E to the Commitment Letter.
		
	Conditions Precedent to Borrowings after the Closing Date	  	Subject to the Backstop Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Facility.
		
	Representations and Warranties:	  	Subject to the Backstop Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Facility, it being understood that the representations and warranties made on the Closing Date will
cover the Target and its subsidiaries (in the case of “excluded subsidiaries” of the Target, only to the extent such representations and warranties cover the “excluded subsidiaries” of the Borrower) and the Acquisition and the
other Transactions.









			
		
	Affirmative Covenants:	  	Subject to the Backstop Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Facility.
		
	Negative and Financial Covenants:	  	Subject to the Backstop Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Facility.
		
	Events of Default:	  	Subject to the Backstop Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Facility.
		
	Cost and Yield Protection:	  	Subject to the Backstop Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Facility.
		
	Assignments and Participation:	  	Subject to the Backstop Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Facility.
		
	Voting:	  	Subject to the Backstop Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Facility.
		
	Expenses and Indemnification:	  	Subject to the Backstop Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Facility.
		
	Governing Law and Forum:	  	New York, including exclusive New York jurisdiction.
		
	Counsel to Backstop Administrative Agent and Backstop Lead Arrangers:	  	Cravath, Swaine & Moore LLP.
		
	Counsel to Borrower:	  	Sullivan & Cromwell LLP.








 EXHIBIT E 

Project Lisa 
 Conditions
Precedent to Closing 
 The initial extensions of credit under the Facilities will be subject to the satisfaction (or waiver) as
determined by each Lead Arranger of the following conditions: 
 1. The Lead Arrangers shall have received a copy of the definitive
Acquisition Agreement. The terms of the Acquisition Agreement shall be reasonably satisfactory to the Lead Arrangers (it being acknowledged that the “execution copy” version of the Acquisition Agreement received by counsel to the
Commitment Parties and acknowledged by such counsel as the applicable version thereof for purposes of this parenthetical, is satisfactory to the Lead Arrangers). The Acquisition shall have been consummated, or substantially simultaneously with
the initial borrowing under the Facilities shall be consummated, in accordance with the Acquisition Agreement in all material respects, and no provision of the Acquisition Agreement shall have been waived, amended, supplemented or otherwise modified
(including any consent thereunder) in a manner materially adverse to the Lenders or the Lead Arrangers without the consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned); provided that (a) any
increase in the purchase price shall not be deemed to be materially adverse to the Lenders or the Lead Arrangers if it is paid for solely by an increase in the equity component of the purchase price, (b) any decrease in the purchase price shall be
deemed not materially adverse to the Lenders or the Lead Arrangers, provided that such decrease in the purchase price is allocated to reduce, on a dollar-for-dollar basis, the amount of the Bridge Facility and (c) the availability of the
borrowing under the Bridge Facility (but not under the Backstop Facility) shall be subject to (i) there being no modification of the definitions of the terms Marketing Period, Required Information and Compliant (each, as defined in the Acquisition
Agreement), in each case, from the definition thereof in the Acquisition Agreement as in effect on the date of the Commitment Letter, and (ii) the consummation of the Acquisition not occurring prior to the final day of the Marketing Period (as so
defined), in each case, without the consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned), it being understood that this clause (c) shall cease to be in effect upon the termination (including as a
result of any reductions as set forth in the Bridge Facility Term Sheet under Mandatory Prepayments/Commitment Reductions) of all commitments in respect of the Bridge Facility. 

2. Except as set forth in (a) the Company Reports or the MLP Reports publicly filed with the SEC prior to the date of this Agreement
(excluding, in each case, any disclosures set forth in any risk factor section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) or (b) Section 5.1(f)(ii) of the Company
Disclosure Letter (in the final form received by counsel to the Commitment Parties and acknowledged by such counsel as the applicable version thereof for purposes of this parenthetical) (it being agreed that disclosure of any item in any other
section or subsection of the Company Disclosure Letter shall be deemed disclosure with respect to this Section 2(a) if the relevance of such item is reasonably apparent), since December 31, 2015, there has not been any change in the financial
condition, properties, assets, liabilities, business or results of operations of the Company and its Subsidiaries or any circumstance, occurrence or 

  
 E-1 








 
development of which the Company has Knowledge which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. “Company
Material Adverse Effect” means a material adverse effect on the financial condition, properties, assets, liabilities, business or results of operations of the Company and its Subsidiaries taken as a whole, excluding any effect to the extent
resulting from any of the following: (A) changes in the economy or financial markets generally in the United States or any other country or changes that are the result of acts of war, sabotage or terrorism or of natural disasters; (B)
changes that are the result of factors generally affecting the petrochemical refining or pipeline industries; (C) (i) the (1) announcement, or (2) consummation, of the transactions contemplated by this Agreement; provided that the exception
in clause (2) shall not apply to any representation or warranty contained Section 5.1 of this Agreement if the primary purpose of such representation or warranty is from the face of such representation or warranty to address the consequences
resulting from the consummation of the Merger; or (ii) any litigation brought by or on behalf of any current or former holder of Company Shares, in its capacity as such, arising from allegations of any breach of fiduciary duty or violation of Law
relating to this Agreement or the Merger; (D) changes in Law or in United States generally accepted accounting principles after the date of this Agreement; (E) any failure in and of itself by the Company and its Subsidiaries to meet any estimates or
projections of financial performance for any period ending on or after the date of this Agreement and prior to the Closing; provided that the exception in this clause shall not prevent or otherwise affect a determination that any change,
effect, circumstance or development underlying such failure has resulted in, or contributed to, a Company Material Adverse Effect; (F) a decline in the price or trading volume of the Company Shares (or of the equity securities of any Company
Subsidiary) on the NYSE; provided that, the exception in this clause shall not prevent or otherwise affect a determination that any change, effect, circumstance or development underlying such decline has resulted in, or contributed to, a
Company Material Adverse Effect; (G) (1) any action taken (or omitted to be taken) at the written request of Parent (subject to the prior written consent of the Lead Arrangers to such request) or that is expressly required by this Agreement or (2)
the failure to take any specific action expressly prohibited by this Agreement for which Parent declined to consent; and (H) any change in the prices of natural gas, crude oil, refined petroleum products, other hydrocarbon products or natural gas
liquids or products produced from hydrocarbon products, natural gas liquids or crack spreads, except, with respect to clauses (A), (B), (D) and (H), to the extent such change, event, circumstance or development (i) primarily relates only to (or has
the effect of primarily relating only to) the Company and its Subsidiaries or (ii) disproportionately adversely affects the Company and its Subsidiaries compared to other companies of similar size operating in the petrochemical refining and pipeline
industries. All capitalized terms used in this Section 2 and not defined herein shall have the meaning assigned thereto in the Acquisition Agreement (as in effect on the date of the Commitment Letter). 

3. All fees of the Commitment Parties and the Administrative Agents payable on or prior to the Closing Date pursuant to the Fee Letters, all
fees owed to the Lenders pursuant to the Fee Letters and all expenses of the Commitment Parties required to be paid or reimbursed on the Closing Date pursuant to the Commitment Letter (to the extent, in the case of such expenses, invoiced at least
three business days prior to the Closing Date, except as otherwise agreed by the Borrower) shall have been paid, in each case, at the Borrower’s option, from the proceeds of the initial funding under the relevant Facility. 

  
 E-2 








 4. The Lead Arrangers shall have received (a) audited consolidated financial statements of
the Target and its subsidiaries for the three most recent fiscal years ended at least 90 days before the Closing Date and (b) unaudited consolidated financial statements of the Target and its subsidiaries for each fiscal quarter (other than the
fourth fiscal quarter) ended after the date of the most recent balance sheet delivered pursuant to clause (a) above and at least 45 days before the Closing Date (and, in the case of each of clauses (a) and (b), such financial statements shall be
prepared in conformity with U.S. GAAP). 
 5. The Lead Arrangers shall have received (a) audited consolidated financial statements for
the Borrower and its subsidiaries for the three most recent fiscal years ended at least 90 days before the Closing Date, (b) unaudited consolidated financial statements for the Borrower and its subsidiaries for each fiscal quarter (other than the
fourth fiscal quarter) ended after the date of the most recent balance sheet delivered pursuant to clause (a) above and at least 45 days before the Closing Date (and, in the case of each of clauses (a) and (b), such financial statements shall be
prepared in conforming with U.S. GAAP and (c) an unaudited pro forma consolidated balance sheet as of the end of the most recent fiscal quarter provided pursuant to the foregoing clause (a) or (b) and pro forma consolidated income statements of the
Borrower and its subsidiaries (after giving effect to the Transactions) for each of (i) the most recent fiscal year for which audited consolidated financial statements are provided pursuant to clause (a) above and (ii) the interim period, if any,
since the date of such audited financial statements through the most recent quarterly unaudited consolidated financial statements provided pursuant to clause (b) above, in each case, presented in all material respects in accordance with Article 11
of Regulation S-X. 
 6. The Specified Amendment shall have been obtained or the Existing Credit Facility Refinancing shall have been, or
substantially simultaneously with the initial borrowing under the Facilities shall be, consummated, and the Debt Repayment shall have been, or substantially simultaneously with the initial borrowing under the Facilities shall be, consummated. 

7. To the extent requested at least ten business days prior to the Closing Date, the Lenders shall have received all documentation and other
information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act, at least three business days prior to the Closing Date. 

8. The Bridge Documentation, in the case of the Bridge Facility, and the Backstop Documentation, in the case of the Backstop Facility, shall
have been executed and delivered by the Loan Parties. Subject to the Limited Conditionality Provisions, the guarantees and the security documents required to satisfy the requirements described under the “Guarantees” and, in respect of
the Backstop Facility, “Security” headings set forth in the applicable Term Sheet shall have been executed and delivered by the Loan Parties. 

9. Subject to the Limited Conditionality Provisions, the Lead Arrangers shall have received the following (the “Closing
Deliverables”): (a) customary legal opinions, (b) customary evidence of authority, (c) customary officer’s certificates (including a certification of the aggregate amount of the reductions in the commitments in respect of the Bridge
Facility 

  
 E-3 








 
occurring pursuant to the “Mandatory Prepayments/Commitment Reductions” section in Exhibit B to the Commitment Letter, together with a reasonably detailed calculation thereof),
(d) good standing certificates (to the extent applicable) in the respective jurisdictions of organization of the Loan Parties, (e) a solvency certificate substantially in the form set forth in Exhibit F and (f) a customary borrowing notice.

 10. The Borrower shall have engaged (on or before the execution of the Commitment Letter) one or more investment and/or commercial banks
reasonably satisfactory to the Lead Arrangers to arrange permanent financing or refinancing for the Bridge Facility. 
 11. The Specified
Representations shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct after giving effect to such
materiality qualifier). 
 12. The Acquisition Agreement Representations shall be true and correct in all material respects to the extent
required under the Limited Conditionality Provisions. 

  
 E-4 








 EXHIBIT F 

Project Lisa 
 Solvency
Certificate 
 Pursuant to Section [•] of the Credit Agreement, dated [•], 2016, among [•] (the
“Borrower”), the Lenders from time to time party thereto and Goldman Sachs Bank USA, as administrative agent, the undersigned hereby certifies, solely in such undersigned’s capacity as [Chief Financial Officer] of the Borrower,
and not individually, as follows: 
 As of the date hereof, after giving effect to the consummation of the Transactions (as defined in the
Credit Agreement), and after giving effect to the application of the proceeds of such indebtedness under such Transactions: 
  

	 	(a)	The amount of the fair saleable value of the assets of the Borrower and its Restricted Subsidiaries on a consolidated basis exceeds: 


 

	 	(i)	the value of all liabilities of the Borrower and its Restricted Subsidiaries (on a consolidated basis), including contingent and other liabilities, as generally determined in accordance with applicable United States
federal laws governing determinations of the insolvency of debtors; and 

  

	 	(ii)	the amount that will be required to pay the probable liabilities of the Borrower and its Restricted Subsidiaries on its existing debts (including contingent liabilities) as such debts become absolute and matured;


  

	 	(b)	The Borrower and its Restricted Subsidiaries (on a consolidated basis) do not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged; and


  

	 	(c)	The Borrower and its Restricted Subsidiaries (on a consolidated basis) will be able to pay its liabilities, including contingent and other liabilities, as they mature. 


For purposes of this Certificate, each of the phrases “not have an unreasonably small amount of capital for the operation of the
businesses in which they are engaged or proposed to be engaged” and “able to pay their liabilities, including contingent and other liabilities, as they mature” means that the Borrower and its Restricted Subsidiaries will be able to
generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet its obligations as they become due. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the
Credit Agreement. 
 The undersigned is familiar with the business and financial position of the Borrower and its Restricted Subsidiaries.
In reaching the conclusions set forth in this Certificate, the undersigned has made such other investigations and inquiries as the undersigned has deemed appropriate, having taken into account the nature of the particular business anticipated to be
conducted by the Borrower and its Restricted Subsidiaries after consummation of the Transactions. 

  
 F-1