Exhibit



Exhibit 10.2



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”).
INTRODUCTION
A.    The Borrower, the financial institutions party thereto as Lenders (the “Lenders”), and the Administrative Agent have entered into that certain Drop Down 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 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 and the Lenders hereby agree as follows:
Section 1.    Definitions; References. Unless otherwise defined in this Agreement, each term used in this Agreement which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.
Section 2.    Consent. Subject to the terms and conditions of this Agreement, the Lenders 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 


-1-





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 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, and the Lenders.
(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 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.


-2-





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






-3-








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
TESORO LOGISTICS PIPELINES LLC
By:    /s/ Stephan E. Tompsett     
Name:    Stephan E. Tompsett 
Title:    Vice President and Treasurer


[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – DROP DOWN CREDIT FACILITY]











TESORO LOGISTICS NORTHWEST  
    PIPELINE LLC
By:    /s/ Stephan E. Tompsett     
Name:    Stephan E. Tompsett 
Title:    Vice President and Treasurer
TESORO SOCAL 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
ANDEAVOR MIDSTREAM PARTNERS  
    GP LLC
By:    /s/ Stephan E. Tompsett     
Name:    Stephan E. Tompsett 
Title:    Vice President and Treasurer


[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – DROP DOWN CREDIT FACILITY]











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
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


[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – DROP DOWN CREDIT FACILITY]











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
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


[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – DROP DOWN CREDIT FACILITY]











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 – DROP DOWN CREDIT FACILITY]











BANK OF AMERICA, N.A., as a Lender
By:    /s/ Ronald E. McKaig     
Name:    Ronald E. McKaig 
Title:    Managing Director


[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – DROP DOWN CREDIT FACILITY]











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


[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – DROP DOWN 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 – DROP DOWN 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 – DROP DOWN 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 – DROP DOWN 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 – DROP DOWN 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 – DROP DOWN 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 – DROP DOWN 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 – DROP DOWN 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 – DROP DOWN 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 – DROP DOWN 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 – DROP DOWN 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 – DROP DOWN 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 – DROP DOWN 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 – DROP DOWN 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 – DROP DOWN 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 – DROP DOWN 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 – DROP DOWN 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 – DROP DOWN CREDIT FACILITY]











UBS AG, Stamford Branch, as a Lender
By:    /s/ Houssem Daly     
Name:    Houssem Daly 
Title:    Associate Director 
    Banking Products Services, US
By:    /s/ Darlene Arias     
Name:    Darlene Arias 
Title:    Director


[SIGNATURE PAGE TO AGREEMENT AND CONSENT – ANDEAVOR LOGISTICS – DROP DOWN 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 – DROP DOWN 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 – DROP DOWN CREDIT FACILITY]