TLLP EX.4.2 12.31.2012






Exhibit 4.2
FIRST SUPPLEMENTAL INDENTURE




FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 24, 2013, among Tesoro Logistics Pipelines LLC, a Delaware limited liability company (“TLP”), Tesoro Logistics Northwest Pipeline LLC, a Delaware limited liability company (together with TLP, the “Guaranteeing Subsidiaries”), Tesoro Logistics LP, a Delaware limited partnership (“TLLP”), Tesoro Logistics Finance Corp., a Delaware corporation (together with TLLP, the “Issuers”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).


WITNESSETH


WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of September 14, 2012, providing for the issuance of 5.875% Senior Notes due 2020 (the “Notes”);


WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuers' Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantees”); and


WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.


NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:


l.      CAPITALIZED TERMS.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


2.      AGREEMENT TO GUARANTEE.  Each Guaranteeing Subsidiary acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) join and become a party to the Indenture as indicated by its signature below; (ii) be bound by the Indenture, as of the date hereof, as if made by, and with respect to, each signatory hereto; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Indenture.  Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 thereof.


3.      EXECUTION AND DELIVERY.  Each Guaranteeing Subsidiary agrees that its Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.


4.      NO RECOURSE AGAINST OTHERS.  No past, present or future director, officer, employee, incorporator, stockholder or agent of any Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuers or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  


5.      NEW YORK LAW TO GOVERN.  THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.


6.      COUNTERPARTS.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument.  









The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.


7.      EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.


8.      THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Issuers.


9.      BENEFITS ACKNOWLEDGED.  Each Guaranteeing Subsidiary's Guarantee is subject to the terms and conditions set forth in the Indenture.  Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee are knowingly made in contemplation of such benefits.


10.      SUCCESSORS.  All agreements of a Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in this Supplemental Indenture.  All agreements of the Trustee in this Supplemental Indenture shall bind its successors.











IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


	
							
	GUARANTEEING SUBSIDIARIES:

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	TESORO LOGISTICS PIPELINES LLC

	 
	 
	 

	By:
	 
	Tesoro Logistics Operations LLC, its sole member

	 
	 
	 
	 
	 
	 
	 

	By:
	 
	Tesoro Logistics LP, its sole member

	 
	 
	 
	 
	 
	 
	 

	By:
	 
	Tesoro Logistics GP, LLC, its general partner

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	 
	  /s/ TRACY D. JACKSON

	 
	 
	 
	 
	Name:
	 
	Tracy D. Jackson

	 
	 
	 
	 
	Title:
	 
	Vice President and Treasurer








	
							
	TESORO LOGISTICS NORTHWEST PIPELINE LLC

	 
	 
	 

	By:
	 
	Tesoro Logistics Pipelines LLC, its sole member

	 
	 
	 
	 
	 
	 
	 

	By:
	 
	Tesoro Logistics Operations LLC, its sole member

	 
	 
	 
	 
	 
	 
	 

	By:
	 
	Tesoro Logistics LP, its sole member

	 
	 
	 
	 
	 
	 
	 

	By:
	 
	Tesoro Logistics GP, LLC, its general partner

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	 
	  /s/ TRACY D. JACKSON

	 
	 
	 
	 
	Name:
	 
	Tracy D. Jackson

	 
	 
	 
	 
	Title:
	 
	Vice President and Treasurer











[First Supplemental Indenture]






	
							
	ISSUERS:

	 
	 
	 
	 
	 
	 
	 

	TESORO LOGISTICS LP

	 
	 
	 

	By:
	 
	Tesoro Logistics GP, LLC, its general partner

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	By:
	 
	  /s/ TRACY D. JACKSON

	 
	 
	 
	 
	Name:
	 
	Tracy D. Jackson

	 
	 
	 
	 
	Title:
	 
	Vice President and Treasurer






	
							
	TESORO LOGISTICS FINANCE CORP.

	 
	 
	 

	 
	 
	 

	By:
	 
	  /s/ TRACY D. JACKSON

	 
	 
	Name: 
	 
	Tracy D. Jackson

	 
	 
	Title:
	 
	Vice President and Treasurer









[First Supplemental Indenture]






	
							
	TRUSTEE:

	 
	 
	 

	U.S. BANK NATIONAL ASSOCIATION, as Trustee

	 
	 
	 

	 
	 
	 

	By:
	 
	  /s/ JAMES KOWALSKI

	 
	 
	Authorized Signatory

	 
	 
	 
	 
	 











[First Supplemental Indenture]