exv10w1






Exhibit 10.1


AMENDMENT NO. 2




TO




FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




          This AMENDMENT NO. 2 to FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (the
“Amendment”), dated as of May 28, 2009, 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) The definition of “Alternate Base Rate” set forth in Section 1.1 of the Credit Agreement
is hereby amended in its entirety as follows:



“Alternate Base Rate” means, for any date, a rate per annum equal to
the highest of (i) the Prime Rate for such day, (ii) the Federal
Funds Effective Rate plus 1/2% per annum for such day, and
(iii) the Eurodollar Rate (without giving effect to the Applicable
Margin) for a one month Interest Period on such day (or if such day
is not a Business Day, the immediately preceding Business Day)
plus 1%; provided that, for the avoidance of
doubt, the Eurodollar Rate for any day shall be based on the rate
appearing on



 









 






the Reuters Screen LIBOR01 Page 1 (or on any successor or
substitute page) at approximately 11:00 a.m. London time on such
day. Any change in the Alternate Base Rate due to a change in the
Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate
shall be effective from and including the effective date of such
change in the Prime Rate, the Federal Funds Effective Rate or the
Eurodollar Rate, respectively.



     (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, 0.375% per annum.



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



“Defaulting Lender” means any Lender, as determined by the Agent,
that has (a) failed to fund any portion of its Loans or
participations in Facility LCs, Non-Ratable Loans or Collateral
Protection Advances within three Business Days of the date required
to be funded by it hereunder, (b) notified the Borrower, the Agent,
the LC Issuer, the Non-Ratable Lender or any Lender in writing that
it does not intend to comply with any of its funding obligations
under this Agreement or has made a public statement to the effect
that it does not intend to comply with its funding obligations under
this Agreement or under other agreements in which it commits to
extend credit, (c) failed, within three Business Days after request
by the Agent, to confirm that it will comply with the terms of this
Agreement relating to its obligations to fund prospective Loans and
participations in then outstanding Facility LCs, Collateral
Protection Advances and Non-Ratable Loans, (d) otherwise failed to
pay over to the Agent or any other Lender any other amount required
to be paid by it hereunder within three Business Days of the date
when due, unless the subject of a good faith dispute, or (e) (i)
become or is insolvent or has a parent company that has become or is
insolvent or (ii) become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee or custodian
appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such
proceeding or appointment or has a parent company that has become
the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee or custodian appointed for it, or has
taken any action in furtherance of, or indicating its consent to,
approval of or acquiescence in any such proceeding or appointment;
provided, that the mere ownership by a governmental
authority of a Lender’s or its parent



2









 






company’s equity interests shall not result in a Lender becoming a
Defaulting Lender under this clause (ii).



     (d) Article II of the Credit Agreement is hereby amended to insert immediately at the end
thereof the following Section 2.21:



Section 2.21. Defaulting Lenders. Notwithstanding any
provision of this Agreement to the contrary, if any Lender becomes a
Defaulting Lender, then the following provisions shall apply for so
long as such Lender is a Defaulting Lender:



(a) if any Facility LCs (including Reimbursement Obligations in
respect thereof), Collateral Protection Advances or Non-Ratable
Loans are outstanding at the time a Lender is a Defaulting Lender,
the Borrower shall within one Business Day following notice by the
Agent (i) prepay the Non-Ratable Loans or Collateral Protection
Advances, as applicable, or, if agreed by the Non-Ratable Lender or
the Agent, as applicable, cash collateralize the outstanding
principal amount of the Non-Ratable Loans or Collateral Protection
Advances (or ratable participations therein), as applicable, of the
Defaulting Lender on terms satisfactory to the Non-Ratable Lender or
the Agent, as applicable, and (ii) cash collateralize such
Defaulting Lender’s L/C Obligations in accordance with the
procedures set forth in Sections 2.19.11 and 8.1 for so long as such
Facility LCs (including Reimbursement Obligations in respect
thereof) remain outstanding (with the understanding that such cash
collateralization and Liens granted in respect thereof shall be
deemed permitted under this Agreement pursuant to Section 6.15.1);
and



(b) the Non-Ratable Lender shall not be required to fund any
Non-Ratable Loan, the Agent shall not be required to fund any
Collateral Protection Advance, and the LC Issuer shall not be
required to issue, amend, extend, renew or increase any Facility LC
unless it is satisfied that cash collateral will be provided by the
Borrower in accordance with Section 2.21(a).



     (e) Section 6.14.6 of the Credit Agreement is hereby amended 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.



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



3









 





6.14.7 Indebtedness in an aggregate amount not to exceed
$600,000,000 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 either be used in connection with the
Borrower’s or such Subsidiary’s acquisition of Petroleum Inventory
outside of the United States of America or for general corporate
purposes in the ordinary course of business.



     (g) Section 9.8 of the Credit Agreement is hereby amended in its entirety as follows:



9.8 Accounting. Except as provided to the contrary herein,
all accounting terms used in the calculation of any financial
covenant or test shall be interpreted and all accounting
determinations hereunder in the calculation of any financial
covenant or test shall be made in accordance with Agreement
Accounting Principles. If any changes in US GAAP are hereafter
required or permitted and are adopted by the Borrower or any of its
Subsidiaries with the agreement of its independent certified public
accountants and such changes result in a change in the method of
calculation of any of the financial covenants, tests, restrictions
or standards herein or in the related definitions or terms used
therein (“Accounting Changes”), the parties hereto agree, at
the Borrower’s request, to enter into negotiations, in good faith,
in order to amend such provisions in a credit neutral manner so as
to reflect equitably such changes with the desired result that the
criteria for evaluating the Borrower’s and its Subsidiaries’
financial condition shall be the same after such changes as if such
changes had not been made; provided, however, until
such provisions are amended in a manner reasonably satisfactory to
the Agent and the Required Lenders, no Accounting Change shall be
given effect in such calculations. In the event such amendment is
entered into, all references in this Agreement to Agreement
Accounting Principles shall mean US GAAP as of the date of such
amendment. Notwithstanding the foregoing or anything to the
contrary set forth herein, (x) all financial statements to be
delivered by the Borrower pursuant to Section 6.1 shall be prepared
in accordance with US GAAP in effect at such time and (y) all terms
of an accounting or financial nature used herein or in any other
Loan Document shall be construed, and all computations of amounts
and ratios referred to herein or in any other Loan Document shall be
made, without giving effect to any election under Statement of
Financial Accounting Standards 159 (or any other Financial
Accounting Standard having a similar result or effect) to value any
Indebtedness or other liabilities of the Borrower or any Subsidiary
at “fair value”, as defined therein.



4









 





     (h) 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:



          (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 0.125% 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) 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.



5









 





          (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.




          (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. 2

to fourth amended and restated credit agreement





 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK,

NATIONAL ASSOCIATION,

individually, and initial LC Issuer, and as Administrative

Agent

 	 
	 	By:  	/s/ J. DEVIN MOCK
 	 
	 	Name:  	J. Devin Mock 	 
	 	Title:  	Vice President 	 
	 



signature page to amendment no. 2

to fourth amended and restated credit agreement





 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as a Co-Documentation Agent and as a Lender

 	 
	 	By:  	/s/ JOHN TODD
 	 
	 	Name:  	John Todd 	 
	 	Title:  	Executive Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 	 
	 




 









 





	 	 	 	 	 
	 	FORTIS CAPITAL CORP.,

as a Co-Documentation Agent and as a Lender

 	 
	 	By:  	/s/ DARRELL HOLLEY
 	 
	 	Name:  	Darrell Holley 	 
	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                        /s/ CASEY LOWARY
 	 
	 	Name:  	Casey Lowary 	 
	 	Title:  	Director 	 
	 




 









 





	 	 	 	 	 
	 	FIRST COMMERICAL BANK, LOS ANGELES

BRANCH, as a Lender

 	 
	 	By:  	/s/ CLIFF LIN
 	 
	 	Name:  	Cliff Lin 	 
	 	Title:  	Vice President and General Manager 	 
	 




 









 





	 	 	 	 	 
	 	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 	 
	 




 









 





	 	 	 	 	 
	 	BNP PARIBAS,

as a Lender

 	 
	 	By:  	/s/ LARRY ROBINSON
 	 
	 	Name:  	Larry Robinson 	 
	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                        /s/ COURTNEY KUBESCH
 	 
	 	Name:  	Courtney Kubesch 	 
	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	CALYON NEW YORK BRANCH,

as a Lender

 	 
	 	By:  	/s/ DAVID GURGHIGIAN
 	 
	 	Name:  	David Gurghigian 	 
	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                        /s/ MICHAEL WILLIS
 	 
	 	Name:  	Michael Willis 	 
	 	Title:  	Managing Director 	 
	 




 











 





	 	 	 	 	 	 	 
	 	 	CITIBANK, N.A.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ AMY PINCU	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Amy Pincu	 	 
	 	 	Title: Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	MIZUHO CORPORATE BANK, LTD.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ RAYMOND VENTURA	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Raymond Ventura	 	 
	 	 	Title: Deputy General Manager	 	 






 









 






	 	 	 	 	 	 	 
	 	 	NATIXIS,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ LOUIS P. LAVILLE, III	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Louis P. Laville, III	 	 
	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ DONOVAN BROUSSARD	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Donovan Broussard	 	 
	 	 	Title: Managing Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	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	 	 






 









 






	 	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ ANDREW OSTROV	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Andrew Ostrov	 	 
	 	 	Title: Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	SUMITOMO MITSUI BANKING CORP.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ MASAKAZU HASEGAWA	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Masakazu Hasegawa	 	 
	 	 	Title: General Manager	 	 






 









 






	 	 	 	 	 	 	 
	 	 	WELLS FARGO FOOTHILL, LLC,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ RINA SHINODA	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Rina Shinoda	 	 
	 	 	Title: Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	GMAC COMMERICAL FINANCE, LLC,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ DENNIS BAELIS	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Dennis Baelis	 	 
	 	 	Title: Managing Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BUSINESS CREDIT, INC,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ TODD W. MILENIUS	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Todd W. Milenius	 	 
	 	 	Title: Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	PNC BANK, N.A.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ E. NIKI STONE	 	 
	 

	 	 	 	 	 	 
	 	 	Name: E. Niki Stone	 	 
	 	 	Title: Vice President-PNCBC	 	 






 









 






	 	 	 	 	 	 	 
	 	 	REGIONS BUSINESS CAPITAL,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ ALAN SCHNACKE	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Alan Schnacke	 	 
	 	 	Title: Senior Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	SIEMENS FINANCIAL SERVICES, INC.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ ANTHONY CASCIANO	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Anthony Casciano	 	 
	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ JAMES TREGILLIES	 	 
	 

	 	 	 	 	 	 
	 	 	Name: James Tregillies	 	 
	 	 	Title: Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	SOCIÉTÉ GÉNÉRALE,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ CHUNG-TAEK OH	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Chung-Taek Oh	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ BARBARA PAULSEN	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Barbara Paulsen	 	 
	 	 	Title: Managing Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	COMERICA BANK,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ JOEY POWELL	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Joey Powell	 	 
	 	 	Title: Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	THE FROST NATIONAL BANK,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ SARAH CERNOSEK	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Sarah Cernosek	 	 
	 	 	Title: Vice President	 	 







 












 





	 	 	 	 	 
	 	GUARANTY BANK,

as a Lender

 	 
	 	By:  	/s/ KELLY L. ELMORE III
 	 
	 	Name: Kelly L. Elmore III  	 
	 	Title: Senior Vice President 	 
	 



 









 






	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, 

as a Lender

 	 
	 	By:  	/s/ RONALD GIBLIN
 	 
	 	Name: Ronald Giblin 	 
	 	Title: Vice President 	 
	 



 









 






	 	 	 	 	 
	 	ALLIED IRISH BANKS, PLC, 

as a Lender

 	 
	 	By:  	/s/ MARTIN CHIN
 	 
	 	Name: Martin Chin 	 
	 	Title: Senior Vice President 	 
	 
	 	 	 
	 	By:  	                                        /s/ BRENT PHILLIPS
 	 
	 	Name: Brent Phillips 	 
	 	Title: Vice President 	 
	 



 









 






	 	 	 	 	 
	 	AMEGY BANK NATIONAL ASSOCIATION, 

as a Lender

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



 









 






	 	 	 	 	 
	 	CAPITAL ONE, NATIONAL ASSOCIATION, 

as a Lender

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



 









 






	 	 	 	 	 
	 	UPS CAPITAL CORPORATION, 

as a Lender

 	 
	 	By:  	/s/ MICHAEL R. O'NEAL
 	 
	 	Name: Michael R. O'Neal  	 
	 	Title: Senior Credit Officer 	 
	 



 









 






	 	 	 	 	 
	 	WEBSTER BUSINESS CREDIT CORPORATION, 

as a Lender

 	 
	 	By:  	/s/ JULIAN VIGDER
 	 
	 	Name: Julian Vigder 	 
	 	Title: AVP 	 
	 



 









 






	 	 	 	 	 
	 	BANK HAPOALIM, 

as a Lender

 	 
	 	By:  	/s/ JAMES P. SURLESS
 	 
	 	Name: James P. Surless  	 
	 	Title: Vice President 	 
	 
	 	 	 
	 	By:  	                                        /s/ CHARLES MCLAUGHLIN
 	 
	 	Name: Charles McLaughlin 	 
	 	Title: Senior Vice President 	 



 









 






	 	 	 	 	 



EXHIBIT A




TO

AMENDMENT NO. 2




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
	 	 	1.50	%	 	 	1.625	%	 	 	1.875	%	 	 	2.125	%
	Floating Rate
	 	 	0.50	%	 	 	0.625	%	 	 	0.875	%	 	 	1.125	%






     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 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
	 	 	1.625	%	 	 	1.875	%	 	 	2.125	%	 	 	2.375	%
	Floating Rate
	 	 	0.625	%	 	 	0.875	%	 	 	1.125	%	 	 	1.375	%






     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
	 	 	1.875	%	 	 	2.125	%	 	 	2.375	%	 	 	2.625	%
	Floating Rate
	 	 	0.875	%	 	 	1.125	%	 	 	1.375	%	 	 	1.625	%






     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.





 









 








EXHIBIT B

TO

AMENDMENT NO. 2




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. 2 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: May 28, 2009




*******




 









 








	 	 	 	 	 	 	 	 	 
	GOLD STAR MARITIME COMPANY	 	TESORO NORTHSTORE COMPANY	 	 
	TESORO ALASKA COMPANY	 	 	 	 	 	 
	TESORO AVIATION COMPANY	 	 	 	 	 	 
	TESORO COMPANIES, INC.	 	By:	 	/s/ CHARLES S. PARRISH	 	 
	TESORO ENVIRONMENTAL RESOURCES
COMPANY	 	Name: Charles S. Parrish	 	 
	TESORO FAR EAST MARITIME COMPANY	 	Title: Executive Vice President, General 	 	 
	TESORO FINANCIAL SERVICES 

   HOLDING COMPANY	 	Counsel and Secretary	 	 
	TESORO HAWAII CORPORATION	 	SMILEY’S SUPER SERVICE, INC.	 	 
	TESORO MARITIME COMPANY	 	 	 	 	 	 
	TESORO REFINING AND MARKETING COMPANY	 	By:	 	/s/ P. SCOTT RAMMELL	 	 
	TESORO TRADING COMPANY	 	Name: P. Scott Rammell	 	 
	TESORO VOSTOK COMPANY	 	Title: Vice President, General Counsel and Secretary	 	 
	TESORO WASATCH, LLC	 	 	 	 	 	 
	TESORO SIERRA PROPERTIES, LLC	 	 	 	 	 	 
	TESORO SOUTH COAST COMPANY, LLC	 	 	 	 	 	 
	TESORO WEST COAST COMPANY, LLC

	 	 	 	 	 	 
	By:

	 	/s/ GREGORY A. WRIGHT	 	 	 	 	 	 
	 

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






SIGNATURE PAGE TO AFFIRMATION OF LOAN DOCUMENTS