Exhibit



Exhibit 10.1



AGREEMENT AND CONSENT
This Agreement and Consent, dated as of November 9, 2017 (this “Agreement”) is among Andeavor Logistics LP, a Delaware limited partnership (f/k/a Tesoro Logistics LP, the “Borrower”), certain Subsidiaries of the Borrower party hereto (the “Guarantors”), the undersigned Lenders (as defined below), and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer.
INTRODUCTION
A.The Borrower, the financial institutions party thereto as Lenders (the “Lenders”), and the Administrative Agent have entered into that certain Third Amended and Restated Credit Agreement dated as of January 29, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”).
B.    Pursuant to the terms of the Credit Agreement, the Investment Grade Date occurs on the first date on which (i) one of the Rating Agencies maintains an Investment Grade Rating, and the other Rating Agency maintains a Debt Rating equal to or more favorable than BB+ (stable) or Ba1 (stable), as applicable, and (ii) the Borrower notifies the Administrative Agent in writing of such Investment Grade Rating.
C.    Upon and following the occurrence of the Investment Grade Date, certain changes to the covenants (including financial covenants) and other provisions of the Credit Agreement and the Loan Documents occur automatically as provided therein, the Loan Parties are no longer required to secure the Obligations, and in connection therewith, the Administrative Agent is authorized to instruct the Collateral Agent to release all Liens on the Collateral and the Collateral Agent shall release such Liens.
D.    S&P now maintains an Investment Grade Rating, and Moody’s now maintains a Debt Rating equal to Ba2.  As Moody’s indicated in its October 26, 2017 press release, until the Liens under the Loan Documents are released, Moody’s Loss Given Default Methodology would preclude an upgrade of the Debt Rating to Ba1 to satisfy the remaining requirement of the definition of Investment Grade Date.
E.    The Borrower has requested that the Administrative Agent, the L/C Issuers and the Lenders agree that the Investment Grade Date has occurred, consent to the release of all Liens on any property granted to or held by the Collateral Agent under any Loan Document, subject to the terms and conditions set forth herein.
THEREFORE, in fulfillment of the foregoing, the Borrower, the Guarantors, the Administrative Agent, the L/C Issuers and the Lenders hereby agree as follows:
Section 1.    Definitions; References.  Unless otherwise defined in this Agreement, each term used in this Agreement which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.


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Section 2.    Consent.  Subject to the terms and conditions of this Agreement, the Lenders, the L/C Issuers and the Administrative Agent hereby (a) agree that the Investment Grade Date is deemed to have occurred for all purposes under the Credit Agreement and the other Loan Documents, (b) consent to the release of all Collateral, and (c) authorize and instruct the Administrative Agent to instruct the Collateral Agent to release all Liens on any property granted to or held by the Collateral Agent under any Loan Document.  The agreement by the Lenders described in this Section 2 is strictly limited to the items detailed in clauses (a)-(c) above.  Such agreement shall not be construed to be a consent to any other departure from the requirements of, or a waiver of non-compliance with, any terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or in any other Loan Documents.
Section 3.    Representations and Warranties.  Each of the Borrower and the Guarantors represents and warrants to the Administrative Agent, the L/C Issuers and the Lenders that (a) the execution, delivery, and performance of this Agreement by the Borrower and the Guarantors are within the corporate or equivalent power and authority of the Borrower and the Guarantors and have been duly authorized by all necessary corporate or other organizational action, (b) this Agreement and the Credit Agreement as modified hereby constitute legal, valid, and binding obligations of the Borrower and the Guarantors, enforceable against the Borrower and the Guarantors in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by general principles of equity, (c) the representations and warranties of the Borrower and the Guarantors contained in each Loan Document are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) on and as of the date of this Agreement, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 3(c), the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement are deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively, and (d) no Default exists or will result from this Agreement.
Section 4.    Effectiveness.  This Agreement shall become effective as of the date hereof upon the occurrence of all of the following:
(a)    Documentation.  The Administrative Agent (or its counsel) shall have received this Agreement, duly and validly executed by a Responsible Officer of the Borrower and each Guarantor, or the General Partner acting on behalf of the Borrower or such Guarantor, as applicable, the Lenders, and the L/C Issuers.
(b)    Fees and Expenses.  The Borrower shall have paid all costs, expenses, and fees which have been invoiced and are payable pursuant to Section 10.04 of the Credit Agreement.
Section 5.    Effect on Loan Documents.  Except as amended herein, the Credit Agreement and the other Loan Documents remain in full force and effect as originally executed and are hereby in all respects ratified and confirmed, and nothing herein shall act as a waiver of any of the 


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Administrative Agent’s or the Lenders’ rights under the Loan Documents, as amended.  On and after the effectiveness of this Agreement, any reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Credit Agreement as amended by this Agreement.  This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents.  Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement may be a Default or Event of Default under the other Loan Documents.
Section 6.    Reaffirmation of Guaranty.  By its signature hereto, each Guarantor represents and warrants that such Guarantor has no defense to the enforcement of the Guaranty, and that according to its terms the Guaranty will continue in full force and effect to guaranty the Borrower’s obligations under the Credit Agreement and the other amounts described in the Guaranty following the execution of this Agreement.
Section 7.    Choice of Law.  This Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York.
Section 8.    Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart of this Agreement.
Section 9.    Miscellaneous.  The miscellaneous provisions set forth in Article X of the Credit Agreement apply to this Agreement.
THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS DEFINED IN THE CREDIT AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
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EXECUTED as of the date first set forth above.
	
		
	ANDEAVOR LOGISTICS LP

	By:  Tesoro Logistics GP, LLC, its general partner

	 

	By:
	/s/ Stephan E. Tompsett

	Name:
	Stephan E. Tompsett

	Title:
	Vice President and Treasurer






	
		
	TESORO LOGISTICS OPERATIONS LLC

	 

	By:
	/s/ Stephan E. Tompsett

	Name:
	Stephan E. Tompsett

	Title:
	Vice President and Treasurer






	
		
	TESORO HIGH PLAINS PIPELINE 
COMPANY LLC

	 

	By:
	/s/ Stephan E. Tompsett

	Name:
	Stephan E. Tompsett

	Title:
	Vice President and Treasurer






	
		
	TESORO LOGISTICS FINANCE CORP.

	 

	By:
	/s/ Stephan E. Tompsett

	Name:
	Stephan E. Tompsett

	Title:
	Vice President and Treasurer








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]









	
		
	TESORO LOGISTICS PIPELINES LLC

	 

	By:
	/s/ Stephan E. Tompsett

	Name:
	Stephan E. Tompsett

	Title:
	Vice President and Treasurer






	
		
	TESORO LOGISTICS NORTHWEST PIPELINE LLC

	 

	By:
	/s/ Stephan E. Tompsett

	Name:
	Stephan E. Tompsett

	Title:
	Vice President and Treasurer






	
		
	TESORO SOCIAL PIPELINE COMPANY LLC

	 

	By:
	/s/ Stephan E. Tompsett

	Name:
	Stephan E. Tompsett

	Title:
	Vice President and Treasurer






	
		
	TESORO ALASKA PIPELINE 
COMPANY LLC

	 

	By:
	/s/ Stephan E. Tompsett

	Name:
	Stephan E. Tompsett

	Title:
	Vice President and Treasurer






	
		
	ANDEAVOR FIELD SERVICES LLC

	 

	By:
	/s/ Stephan E. Tompsett

	Name:
	Stephan E. Tompsett

	Title:
	Vice President and Treasurer






[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











	
		
	ANDEAVOR MIDSTREAM PARTNERS 
GP LLC

	 

	By:
	/s/ Stephan E. Tompsett

	Name:
	Stephan E. Tompsett

	Title:
	Vice President and Treasurer






	
		
	ANDEAVOR MIDSTREAM PARTNERS LP

	By:   ANDEAVOR MIDSTREAM PARTNERS 
GP LLC, its general partner

	 

	By:
	/s/ Stephan E. Tompsett

	Name:
	Stephan E. Tompsett

	Title:
	Vice President and Treasurer






	
		
	ANDEAVOR MIDSTREAM PARTNERS 
OPERATING LLC

	 

	By:
	/s/ Stephan E. Tompsett

	Name:
	Stephan E. Tompsett

	Title:
	Vice President and Treasurer






	
		
	ANDEAVOR GATHERING I LLC

	 

	By:
	/s/ Stephan E. Tompsett

	Name:
	Stephan E. Tompsett

	Title:
	Vice President and Treasurer








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]









	
		
	RENDEZVOUS PIPELINE COMPANY, LLC

	 

	By:
	/s/ Stephan E. Tompsett

	Name:
	Stephan E. Tompsett

	Title:
	Vice President and Treasurer






	
		
	GREEN RIVER PROCESSING, LLC

	 

	By:
	/s/ Stephan E. Tompsett

	Name:
	Stephan E. Tompsett

	Title:
	Vice President and Treasurer






	
		
	TESORO ALASKA TERMINALS LLC

	 

	By:
	/s/ Stephan E. Tompsett

	Name:
	Stephan E. Tompsett

	Title:
	Vice President and Treasurer






	
		
	WESTERN REFINING LOGISTICS, LP

	By:   Western Refining Logistics GP, LLC, its general partner

	 

	By:
	/s/ Stephan E. Tompsett

	Name:
	Stephan E. Tompsett

	Title:
	Vice President and Treasurer








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]









	
		
	WESTERN REFINING PIPELINE, LLC

	 

	By:
	/s/ Stephan E. Tompsett

	Name:
	Stephan E. Tompsett

	Title:
	Vice President and Treasurer






	
		
	WESTERN REFINING WHOLESALE, LLC

	 

	By:
	/s/ Stephan E. Tompsett

	Name:
	Stephan E. Tompsett

	Title:
	Vice President and Treasurer






	
		
	WESTERN REFINING TERMINALS, LLC

	 

	By:
	/s/ Stephan E. Tompsett

	Name:
	Stephan E. Tompsett

	Title:
	Vice President and Treasurer






	
		
	BANK OF AMERICA, N.A., as Administrative Agent

	 

	By:
	/s/ Darleen R. DiGrazia

	Name:
	Darleen R. DiGrazia

	Title:
	Vice President








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











	
		
	BANK OF AMERICA, N.A., as a Lender, Swing Line Lender and L/C Issuer

	 

	By:
	/s/ Ronald E. McKaig

	Name:
	Ronald E. McKaig

	Title:
	Managing Director








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











	
		
	ABN AMRO Capital USA LLC, as a Lender

	 

	By:
	/s/ Darrell Holley

	Name:
	Darrell Holley

	Title:
	Managing Director






	
		
	By:
	/s/ Casey Lowary

	Name:
	Casey Lowary

	Title:
	Managing Director








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











	
		
	The Bank of Tokyo Mitsubishi UFJ, as a Lender

	 

	By:
	/s/ Anastasiya Haurylenia

	Name:
	Anastasiya Haurylenia

	Title:
	Vice President








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











	
		
	Barclays Bank PLC, as a Lender

	 

	By:
	/s/ Sydney G. Dennis

	Name:
	Sydney G. Dennis

	Title:
	Director








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











	
		
	BNP Paribas, as a Lender

	 

	By:
	/s/ Joe Onischuk

	Name:
	Joe Onischuk

	Title:
	Managing Director






	
		
	By:
	/s/ Reginald Crichlow

	Name:
	Reginald Crichlow

	Title:
	Vice President








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











	
		
	Citibank, N.A., as a Lender

	 

	By:
	/s/ Peter Kardos

	Name:
	Peter Kardos

	Title:
	Vice President








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











	
		
	Compass Bank, as a Lender

	 

	By:
	/s/ Michael Song

	Name:
	Michael Song

	Title:
	Senior Vice President








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











	
		
	Credit Suisse AG, Cayman Islands Branch, as a Lender

	 

	By:
	/s/ Mikhail Faybusovich

	Name:
	Mikhail Faybusovich

	Title:
	Authorized Signatory






	
		
	By:
	/s/ Christopher Zybrick

	Name:
	Christopher Zybrick

	Title:
	Authorized Signatory








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











	
		
	Deutsche Bank AG, New York Branch, as a Lender

	 

	By:
	/s/ Dusan Lazarov

	Name:
	Dusan Lazarov

	Title:
	Director






	
		
	By:
	/s/ Anca Trifan

	Name:
	Anca Trifan

	Title:
	Managing Director








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











	
		
	Frost Bank, a Texas state bank, as a Lender

	 

	By:
	/s/ Philip R. Rosenfeld

	Name:
	Philip R. Rosenfeld

	Title:
	Senior Vice President








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











	
		
	Goldman Sachs Bank USA, as a Lender

	 

	By:
	/s/ Chris Lam

	Name:
	Chris Lam

	Title:
	Authorized Signatory








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











	
		
	JPMorgan Chase Bank, N.A., as a Lender

	 

	By:
	/s/ Jeffrey C. Miller

	Name:
	Jeffrey C. Miller

	Title:
	Vice President








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











	
		
	Mizuho Bank, Ltd., as a Lender

	 

	By:
	/s/ Leon Mo

	Name:
	Leon Mo

	Title:
	Authorized Signatory








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











	
		
	PNC Bank, National Association, as a Lender

	 

	By:
	/s/ Sean Piper

	Name:
	Sean Piper

	Title:
	AVP








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











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

	 

	By:
	/s/ Scott G. Axelrod

	Name:
	Scott G. Axelrod

	Title:
	Senior Vice President








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











	
		
	Royal Bank of Canada, as a Lender

	 

	By:
	/s/ Jason S. York

	Name:
	Jason S. York

	Title:
	Authorized Signatory








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











	
		
	Sumitomo Mitsui Banking Corp., as a Lender

	 

	By:
	/s/ James D. Weinstein

	Name:
	James D. Weinstein

	Title:
	Managing Director








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











	
		
	SunTrust Bank, as a Lender

	 

	By:
	/s/ Chulley Bogle

	Name:
	Chulley Bogle

	Title:
	Vice President








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











	
		
	Toronto Dominion (Texas) LLC, as a Lender

	 

	By:
	/s/ Annie Dorval

	Name:
	Annie Dorval

	Title:
	Authorized Signatory








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











	
		
	U.S. Bank National Association, as a Lender

	 

	By:
	/s/ Mark Salierno

	Name:
	Mark Salierno

	Title:
	Vice President








[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]











	
		
	Wells Fargo Bank, N.A., as a Lender

	 

	By:
	/s/ Melina Mackey

	Name:
	Melina Mackey

	Title:
	Vice President












[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – THIRD A&R CREDIT FACILITY]