Exhibit


Exhibit 10.3


EXECUTION COPY






OMNIBUS AMENDMENT NO. 2 AND CONSENT
TO
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
AND
AMENDMENT NO. 3 TO AMENDED AND RESTATED SECURITYAGREEMENT




This OMNIBUS AMENDMENT NO. 2 AND CONSENT to SIXTH AMENDED AND RESTATED CREDIT AGREEMENT and AMENDMENT NO. 3 TO AMENDED AND RESTATED SECURITY AGREEMENT (the “Amendment”), dated as of August 21, 2015, is entered into by and among Tesoro Corporation (the “Borrower”), the Subsidiaries of the Borrower party hereto (the “Subsidiary Grantors” and, together with the Borrower, the “Grantors”), the financial institutions listed on the signature pages hereof (the “Lenders”), and JPMorgan Chase Bank, National Association, as Administrative Agent (the “Agent”), under the below-defined Credit Agreement.  Each capitalized term used herein and not otherwise defined herein shall have the meaning given to it in the below-defined Credit Agreement.


WITNESSETH


WHEREAS, the Borrower, the Lenders, and the Agent are parties to a Sixth Amended and Restated Credit Agreement dated as of January 4, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);


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


WHEREAS, the Borrower has informed the Agent that, notwithstanding the terms of Section 6.25 of the Credit Agreement as in effect prior to this Amendment, the Borrower has caused funds on deposit in the Collection Accounts to be released to Borrower operating accounts maintained at Lenders other than JPMorgan (collectively, the “Collection Account Transfers”);


WHEREAS, the Borrower has requested that the Lenders party hereto and the Agent consent to the Collection Account Transfers;


WHEREAS, subject to the terms and conditions of this Amendment, the Lenders party hereto and the Agent are willing to consent to the Collection Account Transfers;


WHEREAS, the Grantors and the Agent are parties to an Amended and Restated Security Agreement, dated as of March 16, 2011 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”); and


WHEREAS, the Grantors wish to amend the Security Agreement in certain respects and the Lenders party hereto and the Agent are willing to amend the Security Agreement on the terms and conditions set forth herein.




ACTIVE 209499242v.12







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


1.    Amendments to  Credit  Agreement.    Effective  as  of  the  date  of  satisfaction of  the conditions precedent set forth in Section 4 below, the Credit Agreement is hereby amended as follows:


(a) Section 1.1 of the Credit Agreement is hereby amended to add the following definitions in their appropriate alphabetical order therein:


“ “JPMorgan Money Market Mutual Fund Interests” means shares in certain money market mutual funds advised by J.P. Morgan Investment Management Inc., an affiliate of JPMorgan, each as reflected on such fund’s shareholder records maintained by Boston Financial Data Services, Inc., as transfer agent on behalf of each such fund.”


“ “Second Amendment Effective Date” means August 21, 2015.”


(b)  The definition of “Perfected Cash Interests” contained in Section 1.1 of the Credit
Agreement is hereby amended to amend and restate such definition in its entirety as follows:


““Perfected Cash Interests” means Dollars or Cash Equivalent Investments on deposit in collection accounts, other accounts or otherwise (including the JPMorgan Money Market Mutual Fund Interests), in each case subject to control agreements in form and substance acceptable to the Agent that grant the Agent first priority perfected security interests in such accounts or investments and the Dollars and Cash Equivalent Investments (including proceeds thereof) on deposit or otherwise maintained or reflected therein or other similar arrangements whereby the bank, financial institution or other agent holding or reflecting such deposits or investments (or the issuer of such investments, as applicable to establish control) have acknowledged the Lien created thereon and the Agent holds a first priority perfected security interest therein.”


(c)  Section 6.25 of the Credit Agreement is hereby amended and restated in its entirety as follows:


“6.25    Collection Account.      The  Borrower  and  its  Subsidiaries  shall  cause  all collections of Receivables constituting Collateral and all proceeds of Collateral to be directly deposited into  collection  accounts  (such  accounts,  “Collection  Accounts”)  maintained  with  JPMorgan  or  an Affiliate thereof or other financial institutions.  Collection Accounts shall, upon the request of the Agent, be subject to account control agreements, in form and substance acceptable to the Agent, which grant the Agent control over and a first-priority perfected security interest in such Collection Accounts, including, without limitation, amounts and other items on deposit therein.  If any collections referred to in the first sentence of this Section 6.25 are received by the Borrower, a Subsidiary, or any other Person, such collections shall be deemed to have been received by the Borrower, such Subsidiary or such other Person in trust for the Agent, and, upon the Borrower’s, such Subsidiary’s, or such other Person’s receipt thereof, the Borrower shall (or shall cause such Subsidiary or other Person to) promptly remit all of such collections, in their original form, for deposit into a Collection Account.  Following the occurrence and during the continuance of a Default, all amounts received by the Agent, all amounts on deposit in the Collection Accounts, and all amounts constituting collections required to be deposited into Collection Accounts shall be the sole property of the Agent for the benefit of the Holders of Secured Obligations and shall be deemed received by the Agent for application to the Secured Obligations pursuant to the terms of this Agreement.   With respect to any Collection Account described in this Section 6.25 not already

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subject to a control agreement on the Second Amendment Effective Date, the Borrower and its Subsidiaries shall have ninety (90) days from the date of the Agent’s request therefor to cause such account to become subject to one of the aforementioned account control agreements.  For the avoidance of doubt, amounts on deposit in any Collection Account and other Cash Equivalent Investments not subject to an account control agreement shall not constitute Perfected Cash Interests and therefore shall not be included in the Borrowing Base.  Notwithstanding the foregoing, or anything to the contrary in Section 2.11.1, (a) the Borrower and its Subsidiaries shall be permitted to transfer amounts on deposit in any Collection Account to any other account or investment constituting a Cash Equivalent Investment (including the JPMorgan Money Market Mutual Fund Interests) so long as after giving effect to such transfer such amounts constitute Perfected Cash Interests and (b) at all times that (i) no Default exists and (ii) Excess Availability equals or exceeds $300,000,000, amounts which are on deposit in Collection Accounts or other accounts or investments referenced in the preceding clause (a) may be released, in a manner mutually satisfactory to the Borrower and the Agent, on a daily basis to the Borrower’s operating accounts maintained with JPMorgan or with any other Lender or otherwise at the direction of the Borrower (and such released amounts shall be automatically released from the Lien created by the Security Agreement and cease to be Collateral without delivery of any instrument or performance of any act by any party, and all rights to such released amounts shall revert to the Borrower or applicable Subsidiary).   In  connection with any release described in  clause (b)  of  the  immediately preceding sentence, the Agent, at the request and sole expense of the Borrower, shall execute and deliver to the Borrower all releases or other documents reasonably necessary or desirable for the release of the Lien on such released amounts.”


2.    Amendments to Security Agreement and Reaffirmation of Security Interest.


(a)    Effective as of the date of satisfaction of the conditions precedent set forth in
Section 4 below, the Security Agreement is hereby amended as follows:


(i)         The definition of “Cash Equivalents” contained in Section 1.3 of the Security Agreement is hereby amended by (i) deleting the word “and” at the end of clause (4), (ii) replacing the period at the end of clause (5) with “; and” and (iii) adding new clause (6) as follows:


“(6)    Cash Equivalent Investments.”


(ii)        The following new definition of “Cash Equivalent Investments” is hereby added to Section 1.3 of the Security Agreement in its appropriate alphabetical order therein:


“Cash  Equivalent  Investments”  shall  have  the  meaning  set  forth  in  the  Credit
Agreement.”


(iii)       Section 4.6 of the Security Agreement is hereby amended and restated in its entirety as follows:


“4.6.      Deposit Accounts and Cash Equivalent Investments.  Each Grantor will, within ninety (90) days of the Agent’s request (and as required pursuant to Section 6.25 of the Credit Agreement), cause each bank or other financial institution in which it maintains (a) a Deposit Account (other than a Deposit Account maintained for collections from retail sales) to enter into a control agreement with the Agent, in form and substance satisfactory to the Agent in order to give the Agent Control of the Deposit Account, (b) other Cash Equivalent Investments to enter into control agreements in form and substance acceptable to the Agent that grant the Agent Control over such investments, or (c) other deposits (general or special, time or demand, provisional or final) to be notified of the security interest granted to the Agent hereunder and cause each such

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bank or other financial institution to acknowledge such notification in writing.  In the case of deposits maintained with Lenders, the terms of such letter shall be subject to the provisions of the Credit Agreement regarding setoffs.”


(b)        For the avoidance of doubt, each Grantor hereby reaffirms the security interest granted under the terms and conditions of the Security Agreement and agrees that such security interest remains in full force and effect and is hereby ratified, reaffirmed and confirmed, and each Grantor hereby pledges, assigns and grants to the Agent, on behalf of and for the ratable benefit of the Holders of Secured Obligations and (to the extent specifically provided for in the Security Agreement) their Affiliates, a security interest in all of such Grantor’s right, title and interest, whether now owned or hereafter acquired, in and to the Collateral (as defined in the Security Agreement as amended hereby and including Cash Equivalent Investments) to secure the prompt and complete payment and performance of (i) the Secured Obligations in the case of the Borrower and (ii) the “Guaranteed Obligations” (as defined in the Guaranty) in the case of each other Grantor.


3.          Consent.   Subject to the satisfaction of the conditions precedent set forth in Section 4 below, and notwithstanding the terms of Section 6.25 of the Credit Agreement as in effect prior to the effectiveness of this Amendment, the Lenders party hereto and the Agent hereby consent to the Collection Account Transfers and agree that the Collection Account Transfers are deemed to have been, and any subsequent actions taken with respect to amounts on deposit in Collection Accounts shall hereafter be, subject to Section 6.25 of the Credit Agreement as amended pursuant to this Amendment.


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


(a) the Agent shall have received executed copies of this Amendment from the Borrower, the Subsidiary Grantors and all of the Lenders required to execute and deliver this Amendment pursuant to the terms of the Credit Agreement;


(b) the Agent shall have received those agreements, documents, instruments and other deliverables appearing in Annex A hereto; and


(c) the Borrower shall have paid all fees and expenses of the Agent (including, to the extent invoiced, attorneys’ fees and expenses) in connection with this Amendment.


5.          Representations and Warranties of the Borrower and Subsidiary Grantors. The Borrower and each Subsidiary Grantor hereby represents and warrants as follows:


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


(b)       (i) The representations and warranties contained in Article V of the Credit Agreement and Article 3 of the Security Agreement are true and correct as of the date hereof, after giving effect to this Amendment, except (x) with respect to Sections 5.5 and 5.7 of the Credit Agreement, the representations and warranties set forth in such Sections shall have been true and correct on and as of the date of the most recent Form 10-K or Form 10-Q filing, as applicable, made by the Borrower with the

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U.S. Securities and Exchange Commission, and (y) with respect to any other representation and warranty set forth in Article V of the Credit Agreement and Article 3 of the Security Agreement, to the extent such representation or warranty is stated to relate solely to an earlier date, such representation or warranty shall have been true and correct on and as of such earlier date and (ii) after giving effect to this Amendment, no event shall have occurred and then be continuing which constitutes a Default or an Unmatured Default.


(c)       The modifications contemplated by this Amendment are permitted under the terms of indentures and other agreements referenced in Section 9.17 of the Credit Agreement that remain in effect as of the date hereof.


(d)        The Borrower and each Subsidiary Grantor has the power and authority and legal right to execute and deliver this Amendment and to perform its obligations hereunder. The execution and delivery by the Borrower and each Subsidiary Grantor of this Amendment and the performance of its obligations hereunder have been duly authorized by proper proceedings and the Amendment has been duly executed and delivered by the Borrower and each Subsidiary Grantor. No order, consent, adjudication, approval, license, authorization, or validation of, or exemption by, any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any Subsidiary Grantor, is required to be obtained by the Borrower or any Subsidiary Grantor in connection with the execution and delivery of the Amendment except where failure to obtain the same would not reasonably be expected to have a Material Adverse Effect.


6.    Effect on the Credit Agreement and Security Agreement.


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


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


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


(d)    For the avoidance of doubt, the parties hereto acknowledge and agree that this
Amendment constitutes a Loan Document as defined under the Credit Agreement.


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


8.        Governing Law.   THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


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

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


11.        No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Amendment.  In the event an ambiguity or question of intent or interpretation arises, this Amendment shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Amendment.


12.        Reaffirmation. Each of the undersigned Subsidiary Grantors and each other Subsidiary Guarantor signatory hereto hereby acknowledges receipt of a copy of this Amendment, and the Borrower and each Subsidiary Grantor and Subsidiary Guarantor affirms the terms and conditions of each Loan Document executed by it, including, without limitation, the Security Agreement and each Guaranty to which it is a party, and acknowledges and agrees that each such Loan Document executed by it in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed.








The remainder of this page is intentionally blank.





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




TESORO CORPORATION,
as the Borrower




By:  \s\ Brad S. Lakhia            
Name:  Brad S. Lakhia
Title:  Vice President and Treasurer




SUBSIDIARY GRANTORS:


TESORO WASATCH, LLC
TESORO COMPANIES, INC.
TESORO ALASKA COMPANY LLC (formerly known as
Tesoro Alaska Company)
TESORO REFINING & MARKETING COMPANY LLC
(formerly known as Tesoro Refining and Marketing Company)
TESORO WEST COAST COMPANY, LLC
TESORO SIERRA PROPERTIES, LLC
TESORO NORTHSTORE COMPANY
TESORO SOUTH COAST COMPANY, LLC
TESORO TRADING COMPANY
TESORO ENVIRONMENTAL RESOURCES COMPANY
TESORO AVIATION COMPANY
TESORO MARITIME COMPANY
TESORO FAR EAST MARITIME COMPANY
GOLD STAR MARITIME COMPANY
CARSON COGENERATION COMPANY
TESORO INSURANCE HOLDING COMPANY
TRANS-FORELAND PIPELINE COMPANY LLC
TESORO RENEWABLES COMPANY LLC
UINTA EXPRESS PIPELINE COMPANY LLC
TESORO SOCAL COGEN COMPANY LLC




By:  \s\ Brad S. Lakhia        
Name:  Brad S. Lakhia
Title:  Vice President and Treasurer





SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT








SUBSIDIARY GRANTORS:


TREASURE FRANCHISE COMPANY LLC


By:  \s\ ROBERT R. MOTLEY        
Name: Robert R.Motley
Title: President and Manager



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










Solely with respect to Section 12 hereof:


TESORO CANADA SUPPLY & DISTRIBUTION LTD.
TESORO PANAMA COMPANY, S.A.


By:  \s\ BRAD S. LAKHIA        
Name: Brad S. Lakhia
Title: Vice President and Treasurer





SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
individually, as the Non-Ratable Lender and as Administrative
Agent


By:  \s\ J. DEVIN MOCK        
Name: J. Devin Mock
Title: Authorized Officer





SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










THE ROYAL BANK OF SCOTLAND PLC,
as a Lender




By:  \s\ SIMON MOCKFORD        
Name: Simon Mockford
Title:  Managing Director



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










WELLS FARGO BANK, N.A.,
as a Lender




By:  \s\ MATT HARBOUR        
Name: Matt Harbour
Title:  Duly Authorized Signer



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










BANK OF AMERICA, N.A.,
as a Lender




By:  \s\ BRANDON WATKINS        
Name: Brandon Watkins
Title:  Senior Vice President



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT








BARCLAYS BANK PLC,
as a Lender




By:  \s\ LUKE SYME            
Name: Luke Syme
Title:  Assistant Vice President



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










THE BANK OF TOKYO MITSUIBISHI UFJ, LTD.,
as a Lender




By:  \s\ TODD VAUBEL        
Name: Todd Vaubel
Title:  Vice President











SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT












CITIBANK, N.A.,
as a Lender




By:  \s\ BRENDAN MACKAY        
Name: Brendan Mackay
Title:  Vice President and Director



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










CREDIT AGRICOLE CORPORATE & INVESTMENT BANK,
as a Lender




By:  \s\ DARRELL STANLEY        
Name: Darrell Stanley
Title:  Managing Director




By:  \s\ MICHAEL WILLIS        
Name: Michael Willis
Title:  Managing Director



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










MIZUHO BANK, LTD.,
as a Lender




By:  \s\ DONNA DEMAGISTRIS        
Name: Donna DeMagistris
Title:  Authorized Signatory



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










NATIXIS, NEW YORK BRANCH
as a Lender




By:  \s\ JARRETT PRICE        
Name: Jarrett Price
Title:  Director




By:  \s\ CARLOS QUINTEROS    
Name: Carlos Quinteros
Title:  Managing Director



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT












BANCO BILBAO VIZCAYA ARGENTARIA S.A.,
NEW YORK BRANCH, as a Lender




By:  \s\ NURYS MALEKI        
Name: Nurys Maleki
Title:  Global Trade Finance




By:  \s\ LUCA SACCHI        
Name: Luca Sacchi
Title:  Managing Director



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










BNP PARIBAS,
as a Lender




By:  \s\ NICOLAS ANBERREE        
Name: Nicolas Anberree
Title:  Vice President




By:  \s\ CLAUDIA ZARATE            
Name: Claudia Zarate
Title:  Director



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender




By:  \s\ PETER CUCCHIARA        
Name: Peter Cucchiara
Title:  Vice President




By:  \s\ MICHAEL SHANNON            
Name: Michael Shannon
Title:  Vice President



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










REGIONS BANK,
as a Lender




By:  \s\ GREGORY GARBUZ        
Name: Gregory Garbuz
Title:  Vice President



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










SUNTRUST BANK,
as a Lender




By:  \s\ DAN CLUBB        
Name: Dan Clubb 
Title:  Director



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










UBS AG, STAMFORD BRANCH,
as a Lender




By:  \s\ DARLENE ARIAS        
Name: Darlene Arias
Title:  Director




By:  \s\ CRAIG PEARSON        
Name: Craig Pearson
Title:  Associate Director



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










THE BANK OF NOVA SCOTIA,
as a Lender




By:  \s\ JOHN FRAZELL    
Name: John Frazell
Title:  Director



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










ROYAL BANK OF CANADA,
as a Lender




By:  \s\ JASON YORK        
Name: Jason York
Title:  Authorized Signatory



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










CIBC INC.,
as a Lender




By:  \s\ RICHARD ANTL        
Name: Richard Antl
Title:  Authorized Signatory




By:  \s\ TRUDY NELSON        
Name: Trudy Nelson
Title:  Authorized Signatory



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










FIFTH THIRD BANK,
as a Lender




By:  \s\ LARRY HAYES        
Name: Larry Hayes
Title:  Vice President



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










SUMITOMO MITSUI BANKING CORPORATION,
as a Lender




By:  \s\ JAMES D. WEINSTEIN        
Name: James D. Weinstein
Title:  Managing Director



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










RB INTERNATIONAL FINANCE (USA), LLC,
as a Lender




By:  \s\ JOHN A. VALISKA            
Name: John A. Valiska
Title:  First Vice President




By:  \s\ STEVEN VANSTEENBERGEN    
Name: Steven VanSteenbergen
Title:  Vice President



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










PNC BANK, NATIONAL ASSOCIATION,
as a Lender




By:  \s\ ART BOYLE            
Name: Art Boyle
Title:  Officer



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










CAPITAL ONE, NATIONAL ASSOCIATION,
as a Lender




By:  \s\ NANCY MAK        
Name: Nancy Mak
Title:  Senior Vice President



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










HSBC BANK USA, NATIONAL ASSOCIATION,
as a Lender




By:  \s\ WADIE C. HABIBY        
Name: Wadie C. Habiby
Title:  Vice President



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










U.S. BANK NATIONAL ASSOCIATION,
as a Lender




By:  \s\ ROD SWENSON        
Name: Rod Swenson
Title:  Vice President



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










AMEGY BANK NATIONAL ASSOCIATION,
as a Lender




By:  \s\ MARK A. SERICE        
Name: Mark A. Serice
Title:  Senior Vice President



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










CITY NATIONAL BANK, a national banking association,
as a Lender




By:  \s\ MIA BOLIN            
Name: Mia Bolin
Title:  Vice President



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










FROST BANK,
as a Lender




By:  \s\ SARAH CERNOSEK        
Name: Sarah Cernosek
Title:  Senior Vice President





SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










COMERICA BANK,
as a Lender




By:  \s\ L. J. PERENYL        
Name: L. J. Perenyl
Title:  Vice President



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as a Lender




By:  \s\ MIKHAIL FAYBUSOVICH        
Name: Mikhail Faybusovich
Title:  Authorized Signatory




By:  \s\ GREGORY FANTERI        
Name: Gregory Fanteri
Title:  Authorized Signatory



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










AMALGAMATED BANK,
as a Lender




By:  \s\ MICHAEL L. LAMANES        
Name: Michael L. LaManes
Title:  First Vice President



SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT










SIEMENS FINANCIAL SERVICES, INC.,
as a Lender




By:  \s\ JEFFREY B. IERVESE        
Name: Jeffrey B. Iervese
Title:  Vice President




By:  \s\ JOHN FINORE        
Name: John Finore
Title:  Vice President







SIGNATURE PAGE TO AMENDMENT NO.2 AND CONSENT
TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT NO. 3 TO
AMENDED AND RESTATED SECURITY AGREEMENT








ANNEX A
TO
OMNIBUS AMENDMENT




List of Closing Deliverables1 


		
	1.
	Omnibus Amendment No. 2 to Sixth Amended and Restated Credit Agreement and Amendment No. 3 to Amended and Restated Security Agreement (the “Amendment”) by and among the Borrower, the Subsidiary Grantors, the Lenders signatory thereto and the Agent.




		
	2.
	Evidence that the credit facility evidenced by that certain Term Loan Credit Agreement, dated as of January 28, 2013, among the Borrower, JPMorgan Chase Bank, National Association, as administrative agent and collateral agent, and the lenders party thereto, has been terminated and cancelled, and that all indebtedness thereunder shall have been fully repaid and any and all liens thereunder shall have been terminated.




		
	3.
	UCC-1 Financing Statements naming each Credit Party as debtor and the Agent as secured party filed in the appropriate offices in the jurisdictions as described on Schedule I hereto.




		
	4.
	Control Agreement with respect to the JPMorgan Money Market Mutual Fund Interests.




		
	5.
	Opinion of Simpson Thacher & Bartlett LLP, special outside counsel to the Borrower and theSubsidiary Grantors addressed to the Agent and the Lenders.




		
	6.
	Certificate of the Secretary or an Assistant Secretary of each Grantor certifying (i) that there have been no changes in the Articles or Certificate of Incorporation, Certificate of Formation or other analogous charter document of such Credit Party,  either as attached thereto and as certified  as  of  a  recent  date  by  the  Secretary of  State  (or  the  equivalent thereof)  of  its jurisdiction of organization since the date of the certification thereof by such Secretary of State (or equivalent thereof) or as previously certified to the Agent as of a prior date pursuant to documentation delivered in connection with the closing of the Credit Agreement, (ii) that there has been no change to the By-Laws, Limited Liability Company Agreement, Partnership Agreement or other analogous organizational document of such Grantor as previously certified to the Agent as of a prior date pursuant to documentation delivered in connection with the closing of the Credit Agreement, (iii) resolutions of the Board of Directors, Board of Managers or other analogous governing body of such Grantor authorizing the execution, delivery and performance  of  the  Amendment  and  the  Credit  Agreement  and  Security  Agreement  as amended thereby, and (iv) the names and true signatures of the incumbent officers of such Grantor authorized to sign the Amendment and, in the case of the Borrower, authorized to request a Borrowing and the issuance, amendment, renewal or extension of a Letter of Credit under the Credit Agreement.


























___________________________
1 Items appearing in bold and italics shall be prepared and/or provided by the Borrower and/or Borrower’s counsel.









Schedule I


UCC-1 Financing Statements


	
			
	Debtor
	Secured Party
	Filing Jurisdiction

	Tesoro
Corporation
	JPMorgan Chase
Bank, National Association, as Agent
	Secretary of State of
Delaware

	Carson
Cogeneration
Company
	JPMorgan Chase
Bank, National Association, as Agent
	Secretary of State of
Delaware

	Gold Star
Maritime
Company
	JPMorgan Chase
Bank, National Association, as Agent
	Secretary of State of
Delaware

	Tesoro Alaska
Company LLC
	JPMorgan Chase
Bank, National Association, as Agent
	Secretary of State of
Delaware

	Tesoro Aviation
Company
	JPMorgan Chase
Bank, National Association, as Agent
	Secretary of State of
Delaware

	Tesoro
Companies, Inc.
	JPMorgan Chase
Bank, National Association, as Agent
	Secretary of State of
Delaware

	Tesoro
Environmental Resources Company
	JPMorgan Chase
Bank, National Association, as Agent
	Secretary of State of
Delaware

	Tesoro Far East
Maritime
Company
	JPMorgan Chase
Bank, National Association, as Agent
	Secretary of State of
Delaware

	Tesoro Insurance
Holding Company
	JPMorgan Chase
Bank, National
Association, as
	Secretary of State of
Delaware















	
			
	 
	Agent
	 

	Tesoro Maritime
Company
	JPMorgan Chase
Bank, National Association, as Agent
	Secretary of State of
Delaware

	Tesoro Northstore
Company
	JPMorgan Chase
Bank, National Association, as Agent
	Department of
Natural Resources of
Alaska

	Tesoro Refining & Marketing
Company LLC
	JPMorgan Chase
Bank, National Association, as Agent
	Secretary of State of
Delaware

	Tesoro
Renewables
Company LLC
	JPMorgan Chase
Bank, National Association, as Agent
	Secretary of State of
Delaware

	Tesoro Sierra
Properties, LLC
	JPMorgan Chase
Bank, National Association, as Agent
	Secretary of State of
Delaware

	Tesoro SoCal
Cogen Company
LLC
	JPMorgan Chase
Bank, National Association, as Agent
	Secretary of State of
Delaware

	Tesoro South
Coast Company, LLC
	JPMorgan Chase
Bank, National Association, as Agent
	Secretary of State of
Delaware

	Tesoro Trading
Company
	JPMorgan Chase
Bank, National Association, as Agent
	Secretary of State of
Delaware

	Tesoro Wasatch,
LLC
	JPMorgan Chase
Bank, National Association, as Agent
	Secretary of State of
Delaware

	Tesoro West Coast
Company, LLC
	JPMorgan Chase
Bank, National
Association, as
	Secretary of State of
Delaware

























	
			
	 
	Agent
	 

	Trans-Foreland
Pipeline Company
LLC
	JPMorgan Chase
Bank, National Association, as Agent
	Secretary of State of
Delaware

	Treasure Franchise
Company LLC
	JPMorgan Chase
Bank, National Association, as Agent
	Secretary of State of
Delaware

	Uinta Express
Pipeline Company
LLC
	JPMorgan Chase
Bank, National Association, as Agent
	Secretary of State of
Delaware