exv10w4






Exhibit 10.4




EXECUTION COPY




AMENDMENT NO. 3




TO



FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


          This AMENDMENT NO. 3 to FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (the
“Amendment”), dated as of February 23, 2010, is entered into by and among Tesoro
Corporation (the “Borrower”), the financial institutions party to the below-defined Credit
Agreement (the “Lenders”), and JPMorgan Chase Bank, National Association, as Administrative
Agent (the “Agent”). 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 Fourth Amended and Restated
Credit Agreement dated as of May 11, 2007 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”); and


          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;


          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 Agent and the Lenders party hereto hereby agree as
follows:



     1. Amendments to Credit Agreement. Effective as of the date first above written, and
subject to the satisfaction of the conditions to effectiveness set forth in Section 2
below, the Credit Agreement is hereby amended as follows:



     (a) Section 1.1 of the Credit Agreement is hereby amended to insert alphabetically
therein the following new defined terms:


          “Amendment No. 3 Effective Date” means February 23, 2010.


          “Pipeline Property” means Property of the Pipeline Subsidiaries owned in connection with
transportation of petroleum via pipeline or storage of petroleum at terminals.


          “Throughput Documents” means, collectively, (i) the Second Transportation and Storage
Agreement, dated as of September 18, 2007, by and between Castor Petroleum Ltd. and PetroTerminal
de Panama, S.A., as previously amended by the First Amendment thereto dated November 28, 2008, and
as the same may be further amended, restated, supplemented or otherwise modified from time to time
and (ii) the



 









 








Transportation and Storage Agreement, dated as of September 18, 2007, by and between Castor
Petroleum Ltd. and Tesoro Panama Company, S.A., as previously amended by the First Amendment
thereto dated November 27, 2008, and the Second Amendment thereto dated November 28, 2008, and
supplemented by a Side Letter dated September, 2007, and as the same may be further amended,
restated, supplemented or otherwise modified from time to time.




     (b) The definition of “Applicable Fee Rate” set forth in Section 1.1 of the Credit
Agreement is hereby amended in its entirety as follows:




“Applicable Fee Rate” means, with respect to the Commitment Fee at any time,
0.50% per annum.



     (c) The definition of “Excluded Subsidiary” set forth in Section 1.1 of the Credit
Agreement is hereby amended in its entirety as follows:




“Excluded Subsidiary” means each of Tesoro Marine Services Company, Tesoro Marine
Services, LLC, Interior Fuels Company, Tesoro Petroleum (Singapore) Pte. Ltd.,
Tesoro Canada Supply & Distribution Ltd, Tesoro (UK) Supply & Trading, Ltd., RW
Land Company (f/k/a Philosopher’s Stone Land Company), Redland Vision, LLC (f/k/a
Philosopher’s Stone Land Partners, L.P.), RidgeWood Association, Tesoro Panama
Company, S.A., the Pipeline Subsidiaries, and such other Subsidiaries that the
Borrower, with the Agent’s prior written consent, may identify to the Agent and
the Lenders from time to time.



     (d) Section 6.12 of the Credit Agreement is hereby amended (i) to re-designate the
existing Section 6.12.5 as “Section 6.12.6” and (ii) to insert a new Section
6.12.5 thereto as follows:




6.12.5 Sales of Pipeline Property; provided that the aggregate fair
market value of all assets sold, transferred or otherwise disposed of in reliance
upon this Section 6.12.5 shall not exceed $150,000,000 during the term of this
Agreement.



     (e) Section 6.13.4 of the Credit Agreement is hereby amended to restate clause (iii)
thereof in its entirety as follows:




(iii) immediately before and after making such Acquisition or Investment, on a
pro forma basis (x) Excess Availability equals or exceeds 20% of the Borrowing
Base then in effect and shall remain equal to or in excess of 20% for the
remainder of the day on which said Acquisition or Investment is made, and (y) the
“Fixed Charge Coverage Ratio” as calculated in Section 6.21 on a rolling four
quarter basis for the quarter most recently ended exceeds 1.15 to 1.00;
provided that this clause (y) need not be satisfied in connection with
any Acquisition in respect of which (1) the Borrower or any Subsidiary acquires
only capital stock or other equity interests of the target and (2) the
consideration paid by the Borrower or such Subsidiary is comprised entirely of
its capital stock and contains no cash or cash-equivalent component; and



2









 





     (f) Section 6.13.4 of the Credit Agreement is hereby further amended to insert a
sentence at the end thereof as follows:




Notwithstanding the foregoing, and for the avoidance of doubt, the aggregate
amount of any Investment made by the Borrower or any Subsidiary in Tesoro Panama
Company, S.A. and remaining outstanding in reliance on this Section 6.13.4 shall
not exceed, when aggregated with the amount of intercompany loans and/or advances
made by the Borrower or any Subsidiary to Tesoro Panama Company, S.A. and
remaining outstanding in reliance on Section 6.14.5(iv), $100,000,000.



     (g) Section 6.14.5 of the Credit Agreement is hereby restated in its entirety as
follows:




6.14.5 Indebtedness arising from intercompany loans and advances (i) made by any
Subsidiary to the Borrower or any Subsidiary Guarantor, (ii) made by the Borrower
to any Subsidiary Guarantor, (iii) made by the Borrower or any Subsidiary to any
Excluded Subsidiary or Wholly-Owned Subsidiary not constituting a Subsidiary
Guarantor (in either case, excluding Tesoro Panama Company, S.A.) in an aggregate
principal amount in Dollars not to exceed $10,000,000 at any time for all such
Indebtedness under this clause (iii); provided that all such Indebtedness
shall be expressly subordinated to the Secured Obligations, or (iv) made by the
Borrower or any Subsidiary to Tesoro Panama Company, S.A. in an aggregate
principal amount in Dollars not to exceed, when aggregated with the amount of
Investments made by the Borrower or any Subsidiary to Tesoro Panama Company, S.A.
and remaining outstanding in reliance on Section 6.13.4, $100,000,000 at any time
outstanding for all such Indebtedness under this clause (iv); provided
that all such Indebtedness shall be expressly subordinated to the Secured
Obligations.



     (h) Section 6.14.6 of the Credit Agreement is hereby restated in its entirety as
follows:




6.14.6 Indebtedness not described in or otherwise subject to Sections 6.14.1
through 6.14.5 that is unsecured and that does not at any time exceed an
aggregate amount equal to $600,000,000; provided that neither the Borrower nor
any Subsidiary shall be permitted to guarantee any Indebtedness of Tesoro Panama
Company, S.A. (other than any guarantee in respect of the Throughput Documents)
in reliance on this Section 6.14.6.



     (i) Section 6.14.7 of the Credit Agreement is hereby restated in its entirety as
follows:




6.14.7 Indebtedness at any time arising under or in connection with Letters of
Credit (other than Facility LCs) issued for the account of the Borrower or any
Subsidiary thereof; provided, that such Letters of Credit shall be used
only in connection with the Borrower’s or such



3









 






Subsidiary’s acquisition of Petroleum Inventory outside of the United States of
America.



     (j) Section 6.14 of the Credit Agreement is hereby amended (i) to re-designate the
existing Section 6.14.8 as “Section 6.14.10” and (ii) to insert new Sections
6.14.8 and 6.14.9 thereto as follows:




6.14.8 Indebtedness in an aggregate amount not to exceed $50,000,000 at any time
arising under or in connection with Letters of Credit (other than Facility LCs)
issued for the account of the Borrower or any Subsidiary thereof;
provided, that such Letters of Credit shall be used only for general
corporate purposes in the ordinary course of business.




6.14.9 Indebtedness to the extent constituting Contingent Obligations permitted
by Section 6.19.



     (k) Section 6.21 of the Credit Agreement is hereby amended (1) to restate clause (x)
thereof as follows:




(x) Consolidated EBITDA, minus expenses for cash federal income taxes
paid, minus Net Consolidated Capital Expenditures, minus
Restricted Payments, plus any cash dividend or cash distribution made by
Tesoro Panama Company, S.A. in respect of its equity interests to the Borrower or
any Subsidiary, plus cash federal income tax refunds received to



and (2) to insert the following immediately at the end thereof:





Notwithstanding the foregoing or anything to the contrary set forth herein, no
principal or interest payments made (x) by Tesoro Panama Company, S.A. to the
Borrower or any Subsidiary, or (y) by the Borrower or any Subsidiary to Tesoro
Panama Company, S.A., shall be included in any determination of the Fixed Charge
Coverage Ratio under this Section 6.21.



     (l) Section 6.22 of the Credit Agreement is hereby amended in its entirety as follows:




6.22. Minimum Consolidated Tangible Net Worth. The Borrower will at all
times maintain Consolidated Tangible Net Worth of not less than (i)
$2,300,000,000, plus (ii) 75% of Consolidated Net Income (if positive)
earned in each completed fiscal year beginning with the fiscal year ending
December 31, 2010, plus (iii) 75% of the amount of all Net Cash Proceeds
resulting from any issuance of the Borrower’s or any Subsidiary’s capital stock
(other than the issuance of such stock to the Borrower or a Subsidiary).



     (m) The Pricing Schedule to the Credit Agreement is hereby amended in its entirety pursuant to
the Pricing Schedule attached hereto as Exhibit A.



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



4









 




          (a) the Agent shall have received executed copies of this Amendment from the Borrower and the
Required Lenders;


          (b) the Agent shall have received a written reaffirmation of the Borrower’s and the Subsidiary
Guarantors’ respective obligations under the Guaranty and the Collateral Documents in form and
substance substantially similar to Exhibit B hereto;


          (c) the Agent shall have received, for the account of each Lender which delivers its executed
signature page hereto by such time as is required by the Agent, an amendment fee equal to 0.15% of
such Lender’s Revolving Loan Commitment under the Credit Agreement; and


          (d) 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.



     3. Representations and Warranties of the Borrower. The Borrower hereby represents and
warrants as follows:


          (a) This Amendment and the Credit Agreement as previously executed and amended and as amended
hereby constitutes the legal, valid and binding obligation of the Borrower and is enforceable
against the Borrower 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 are
true and correct as of the date hereof 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 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, 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)
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 9.18 of the Credit Agreement that
remain in effect as of the date hereof.



     4. Effect on the Credit Agreement.


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



5









 







          (b) Except as specifically amended and modified above, the Credit 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 or any other documents,
instruments and agreements executed and/or delivered in connection therewith.



     5. 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.



     6. Governing Law. This Amendment shall be governed by and construed in accordance
with the internal laws, as opposed to the conflicts of law provisions, of the State of New York;
provided, however, that if a court, tribunal or other judicial entity with jurisdiction over the
Credit Agreement, this Amendment and the transactions evidenced by the Loan Documents were to
disregard such choice of law, this Amendment shall be governed by and construed in accordance with
the internal laws, as opposed to the conflicts of law provisions, of the State of Illinois.



     7. 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.



     8. 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.



     9. 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.



The remainder of this page is intentionally blank.




6









 








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/ GREGORY A. WRIGHT
 	 
	 	 	Name:  	Gregory A. Wright 	 
	 	 	Title:  	Executive Vice President and 
Chief Financial Officer 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT






 









 









	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A, 

individually,
and initial LC Issuer, and as Administrative 

Agent

 	 
	 	By:  	/s/ HELEN A. CARR
 	 
	 	 	Name:  	Helen A. Carr 	 
	 	 	Title:  	Managing Director 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., 

as a Co-Documentation Agent and as a Lender

 	 
	 	By:  	/s/ DAN CLUBB
 	 
	 	 	Name:  	Dan Clubb 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as a Co-Documentation Agent and as a Lender

 	 
	 	By:  	/s/ LINDA TERRY
 	 
	 	 	Name:  	Linda Terry 	 
	 	 	Title:  	Authorized Signatory 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	FORTIS CAPITAL CORP., 

as a Co-Documentation Agent and as a Lender

 	 
	 	By:  	/s/ LARRY ROBINSON
 	 
	 	 	Name:  	Larry Robinson 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ BETSY JOCHER
 	 
	 	 	Name:  	Betsy Jocher 	 
	 	 	Title:  	Director 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND plc, 

as a Co-Documentation Agent and as a Lender

 	 
	 	By:  	/s/ BRIAN D. WILLIAMS
 	 
	 	 	Name:  	Brian D. Williams 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	BANK OF SCOTLAND plc, 

as a Lender

 	 
	 	By:  	/s/ JULIA R. FRANKLIN
 	 
	 	 	Name:  	Julia R. Franklin 	 
	 	 	Title:  	Assistant Vice President 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	BNP PARIBAS, 

as a Lender

 	 
	 	By:  	

/s/ LARRY ROBINSON
 	 
	 	 	Name:  	Larry Robinson 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ ANDREW OSTROV
 	 
	 	 	Name:  	Andrew Ostrov 	 
	 	 	Title:  	Director 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	STATE OF CALIFORNIA PUBLIC EMPLOYEES’

RETIREMENT SYSTEM,

as a Lender

 	 
	 	By:  	/s/ MICHAEL CLAYBAR
 	 
	 	 	Name:  	Michael Claybar 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	Credit Agricole Corporate and Investment Bank

f/k/a Calyon (New York Branch),

as a Lender

 	 
	 	By:  	/s/ PAGE DILLEHUNT
 	 
	 	 	Name:  	Page Dillehunt 	 
	 	 	Title:  	Managing Director 	 
	 



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



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	CITIBANK, N.A.,

as a Lender

 	 
	 	By:  	/s/ AMY PINCU
 	 
	 	 	Name:  	Amy Pincu 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	MIZUHO CORPORATE BANK, LTD.,

as a Lender

 	 
	 	By:  	/s/ LEON MO
 	 
	 	 	Name:  	Leon Mo 	 
	 	 	Title:  	Authorized Signatory 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	NATIXIS,

as a Lender

 	 
	 	By:  	/s/ LOUIS P. LAVILLE, III
 	 
	 	 	Name:  	Louis P. Laville, III 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ DANIEL PAYER
 	 
	 	 	Name:  	Daniel Payer 	 
	 	 	Title:  	Director 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	RZB FINANCE, LLC,

as a Lender

 	 
	 	By:  	/s/ SHIRLEY RITCH
 	 
	 	 	Name:  	Shirley Ritch 	 
	 	 	Title:  	Vice President 	 
	 



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



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA,

as a Lender

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



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORP.,

as a Lender

 	 
	 	By:  	/s/ MASAKAZU HASEGAWA
 	 
	 	 	Name:  	Masakazu Hasegawa 	 
	 	 	Title:  	General Manager 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	WELLS FARGO CAPITAL FINANCE, LLC,

as a Lender

 	 
	 	By:  	/s/ MICHAEL P. BARANOWSKI
 	 
	 	 	Name:  	Michael P. Baranowski 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	GMAC COMMERICAL FINANCE, LLC,

as a Lender

 	 
	 	By:  	/s/ DENNIS BAELIS
 	 
	 	 	Name:  	Dennis Baelis 	 
	 	 	Title:  	Managing Director 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	PNC BANK, N.A.,

as a Lender, and as successor to Lender National City

Business Credit, Inc.

 	 
	 	By:  	/s/ TERRANCE O. MCKINNEY
 	 
	 	 	Name:  	Terrance O. McKinney 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	REGIONS BANK,

as a Lender

 	 
	 	By:  	/s/ ROBYN PINGREE
 	 
	 	 	Name:  	Robyn Pingree 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	SIEMENS FINANCIAL SERVICES, INC.,

as a Lender

 	 
	 	By:  	/s/ ANTHONY CASCIANO
 	 
	 	 	Name:  	Anthony Casciano 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ URI SKY
 	 
	 	 	Name:  	Uri Sky 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	SOCIÉTÉ GÉNÉRALE,

as a Lender

 	 
	 	By:  	/s/ CHUNG-TAEK OH
 	 
	 	 	Name:  	Chung-Taek Oh 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ BARBARA PAULSEN
 	 
	 	 	Name:  	Barbara Paulsen 	 
	 	 	Title:  	Managing Director 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	BANCO BILBAO VIZCAYA ARGENTARIA S.A., 

NEW YORK BRANCH,
as a Lender

 	 
	 	By:  	/s/ MICHAEL OKA
 	 
	 	 	Name:  	Michael Oka 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	/s/ ALEX MAYRAL
 	 
	 	 	Name:  	Alex Mayral 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	COMPASS BANK,

as a Lender

 	 
	 	By:  	/s/ STUART MURRAY
 	 
	 	 	Name:  	Stuart Murray 	 
	 	 	Title:  	Senior Vice President 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	COMERICA BANK,

as a Lender

 	 
	 	By:  	/s/ JOEY POWELL
 	 
	 	 	Name:  	Joey Powell 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ JEFFREY D. PATTON
 	 
	 	 	Name:  	Jeffrey D. Patton 	 
	 	 	Title:  	Assistant Vice President 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	THE FROST NATIONAL BANK,

as a Lender

 	 
	 	By:  	/s/ SARAH CERNOSEK
 	 
	 	 	Name:  	Sarah Cernosek 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	FIRST COMMERCIAL BANK, LOS ANGELES BRANCH,

as a Lender

 	 
	 	By:  	/s/ CLIFF LIN
 	 
	 	 	Name:  	Cliff Lin 	 
	 	 	Title:  	VP & General Manager 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	CAPITAL ONE, NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ NANCY M. MAK
 	 
	 	 	Name:  	Nancy M. Mak 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	AMEGY BANK NATIONAL ASSOCIATION,

as a Lender

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



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	UPS CAPITAL CORPORATION,

as a Lender

 	 
	 	By:  	/s/ WILLIAM TALBOT
 	 
	 	 	Name:  	William Talbot 	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	WEBSTER BUSINESS CREDIT CORPORATION,

as a Lender

 	 
	 	By:  	/s/ JULIAN VIGDER
 	 
	 	 	Name:  	Julian Vigder 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




 









 








	 	 	 	 	 
	 	ALLIED IRISH BANKS, PLC,

as a Lender

 	 
	 	By:  	/s/ BRENT PHILLIPS
 	 
	 	 	Name:  	Brent Phillips 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ MARTIN CHIN
 	 
	 	 	Name:  	Martin Chin 	 
	 	 	Title:  	Senior Vice President 	 
	 



SIGNATURE PAGE TO AMENDMENT NO. 3 TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


















 









 








EXHIBIT A

TO

AMENDMENT NO. 3




PRICING SCHEDULE



Attached





 









 








PRICING SCHEDULE




The following shall be used to calculate the Applicable Margin for Revolving Loans during the
applicable period when the Borrower’s senior long-term secured indebtedness (without giving effect
to any credit enhancement) is rated BBB- or better by S&P or Baa3 or better by Moody’s.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Margin	 	 	 	 	 	 	 	 
	for Revolving	 	 	 	 	 	 	 	 
	Loans	 	Level I Status	 	Level II Status	 	Level III Status	 	Level IV Status
	Eurodollar Rate
	 	 	2.25	%	 	 	2.375	%	 	 	2.625	%	 	 	2.875	%
	Floating Rate
	 	 	1.25	%	 	 	1.375	%	 	 	1.625	%	 	 	1.875	%






The following shall be used to calculate the Applicable Margin for Revolving Loans during the
applicable period when the Borrower’s senior long-term secured indebtedness (without giving effect
to any credit enhancement) is rated BB+ by S&P or Ba1 by Moody’s and the Borrower does not qualify
for pricing as set forth in the immediately preceding grid.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Margin	 	 	 	 	 	 	 	 
	for Revolving	 	 	 	 	 	 	 	 
	Loans	 	Level I Status	 	Level II Status	 	Level III Status	 	Level IV Status
	Eurodollar Rate
	 	 	2.375	%	 	 	2.625	%	 	 	2.875	%	 	 	3.125	%
	Floating Rate
	 	 	1.375	%	 	 	1.625	%	 	 	1.875	%	 	 	2.125	%






The following shall be used to calculate the Applicable Margin for Revolving Loans during the
applicable period when the Borrower’s senior long-term secured indebtedness (without giving effect
to any credit enhancement) is rated lower than BB+ by S&P or Ba1 by Moody’s and the Borrower does
not qualify for pricing as set forth in the two immediately preceding pricing grids.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Margin	 	 	 	 	 	 	 	 
	for Revolving	 	 	 	 	 	 	 	 
	Loans	 	Level I Status	 	Level II Status	 	Level III Status	 	Level IV Status
	Eurodollar Rate
	 	 	2.625	%	 	 	2.875	%	 	 	3.125	%	 	 	3.375	%
	Floating Rate
	 	 	1.625	%	 	 	1.875	%	 	 	2.125	%	 	 	2.375	%






     For the purposes of this Schedule, the following terms have the following meanings, subject to
the final paragraph of this Schedule:



 









 





     “Level I Status” exists at any date if, as of the last day of the applicable fiscal quarter of
the Borrower, average daily Excess Availability for such fiscal quarter was greater than 45% of the
average monthly Borrowing Base for such fiscal quarter.



     “Level II Status” exists at any date if, as of the last day of the applicable fiscal quarter
of the Borrower, (i) the Borrower has not qualified for Level I Status and (ii) average daily
Excess Availability for such fiscal quarter was less than or equal to 45% of the average monthly
Borrowing Base for such fiscal quarter but greater than 30% of the average monthly Borrowing Base
for such fiscal quarter.



     “Level III Status” exists at any date if, as of the last day of the applicable fiscal quarter,
(i) the Borrower has not qualified for Level I Status or Level II Status and (ii) average daily
Excess Availability for such fiscal quarter was less than or equal to 30% of the average monthly
Borrowing Base for such fiscal quarter but greater than 15% of the average monthly Borrowing Base
for such fiscal quarter.



     “Level IV Status” exists at any date if, as of the last day of the applicable fiscal quarter,
(i) the Borrower has not qualified for Level I Status, Level II Status, or Level III Status and
(ii) average daily Excess Availability for such fiscal quarter was less than or equal to 15% of the
average monthly Borrowing Base for such fiscal quarter.



     “Status” means either Level I Status, Level II Status, Level III Status or Level IV Status.



The Applicable Margin shall be determined in accordance with the foregoing tables based on the
Borrower’s Status for the applicable fiscal quarter. Such Status shall be determined based upon the
Interim Collateral Reports and Monthly Collateral Reports delivered for such fiscal quarter.
Adjustments, if any, to the Applicable Margin shall be effective five Business Days after the Agent
has received all of the applicable Interim Collateral Reports and Monthly Collateral Reports. If
the Borrower fails to deliver such Interim Collateral Reports and Monthly Collateral Reports to the
Agent at the time required pursuant to Section 6.1, then the Applicable Margin shall be the highest
Applicable Margin set forth in the foregoing tables until the date on which such Interim Collateral
Reports and Monthly Collateral Reports are so delivered. In the event that any financial statement
or certificate required by Section 6.1.1, 6.1.2, 6.1.3 or 6.1.4 is shown to be inaccurate
(regardless of whether this Agreement or the financing commitments are in effect), and such
inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any
period (an “Applicable Period”) than the Applicable Margin applied for such Applicable
Period: (x) the Borrower shall immediately deliver to the Agent a correct certificate for such
Applicable Period, (y) the Applicable Margin for such Applicable Period shall be determined by
reference to such certificate, and (z) the Borrower shall immediately pay to the Agent the accrued
additional interest owing as a result of such increased Applicable Margin for such Applicable
Period, which payment shall be promptly applied by the Agent in accordance with the terms hereof.
This provision shall not limit any other rights and remedies of the Agent and the Lenders
hereunder.




Notwithstanding the foregoing, Level I Status shall be deemed to be applicable from the Amendment
No. 3 Effective Date until the Agent’s receipt of the applicable Interim Collateral Reports and
Monthly Collateral Reports delivered for the fiscal quarter ending March 31, 2010, and adjustments
to the Status then in effect shall thereafter be effected in accordance with the preceding
paragraph.










 









 








EXHIBIT B

TO

AMENDMENT NO. 3




FORM OF REAFFIRMATION



Attached



 









 





AFFIRMATION OF LOAN DOCUMENTS



          Reference is hereby made to the Fourth Amended and Restated Credit Agreement, dated as of May
11, 2007 (as the same may be amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), by and among Tesoro
Corporation (the “Borrower”),
the financial institutions from time to time party thereto as Lenders
(the “Lenders”) and
JPMorgan Chase Bank, National Association, as Administrative Agent
(the “Agent”).
Capitalized terms used in this Affirmation of Loan Documents and not defined herein shall have the
meanings given to them in the Credit Agreement.


          Each of the undersigned hereby acknowledges receipt of a copy of Amendment No. 3 to Fourth
Amended and Restated Credit Agreement, which amends the Credit Agreement, and affirms the terms and
conditions of each Loan Document executed by it, including, without limitation, the Security
Agreement and the Guaranty, and acknowledges and agrees that each such Loan Document executed by it
in connection with the Prior Credit Agreement remains in full force and effect and is hereby
reaffirmed, ratified and confirmed.


          Each reference to the “Credit Agreement” contained in the above-referenced documents shall be
a reference to the Credit Agreement as the same may from time to time hereafter be amended,
modified, supplemented or restated.



Dated: February 23, 2010




*******






 









 








	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	GOLD STAR MARITIME COMPANY	 	TESORO NORTHSTORE COMPANY	 	 
	TESORO ALASKA COMPANY
	 	 	 	 	 	 
	TESORO AVIATION COMPANY
	 	 	 	 	 	 
	TESORO COMPANIES, INC.
	 	 	 	 	 	 
	TESORO ENVIRONMENTAL RESOURCES COMPANY

	 	By:
	 	/s/ GREGORY A. WRIGHT	 	 
	 

	 	 	 	 	 	 
	TESORO FAR EAST MARITIME COMPANY

	 	 	 	Name: Gregory A. Wright	 	 
	TESORO FINANCIAL SERVICES

	 	 	 	Title: Executive Vice President,	 	 
	HOLDING COMPANY

	 	 	 	Chief Financial Officer	 	 
	TESORO HAWAII CORPORATION
	 	 	 	 	 	 
	TESORO MARITIME COMPANY
	 	 	 	 	 	 
	TESORO REFINING AND MARKETING COMPANY	 	SMILEY’S SUPER SERVICE, INC.	 	 
	TESORO TRADING COMPANY
	 	 	 	 	 	 
	TESORO VOSTOK COMPANY
	 	 	 	 	 	 
	TESORO WASATCH, LLC

	 	By:
	 	/s/ GREGORY A. WRIGHT	 	 
	 

	 	 	 	 	 	 
	TESORO SIERRA PROPERTIES, LLC

	 	 	 	Name: Gregory A. Wright	 	 
	TESORO SOUTH COAST COMPANY, LLC

	 	 	 	Title: Executive Vice President,	 	 
	TESORO WEST COAST COMPANY, LLC

	 	 	 	Chief Financial Officer	 	 






	 	 	 	 	 
	 	 	 
	By:  	/s/ GREGORY A. WRIGHT
 	 
	 	Name:  	Gregory A. Wright 	 
	 	Title:  	Executive Vice President,
Chief Financial Officer 	 
	 



SIGNATURE
PAGE TO AFFIRMATION OF LOAN DOCUMENTS