Exhibit 2.1
Execution Version
CONTRIBUTION, CONVEYANCE AND ASSUMPTION
AGREEMENT
This Contribution, Conveyance and Assumption Agreement (this “Agreement”), effective as of August 6, 2018 (the “Effective Date”), is by and among Andeavor Logistics LP (the “Partnership”), Tesoro Logistics Operations LLC (the “Operating Company”), Tesoro Logistics Pipelines LLC (“TLP”), Western Refining Terminals, LLC (“WRT”), Western Refining Pipeline, LLC (“WRP”), Tesoro High Plains Pipeline Company LLC (“THPPC”), Western Refining Logistics LP (“WRLP”), Tesoro SoCal Pipeline Company LLC (“TSPC”), WNRL Energy LLC (“WNRL,” and collectively with the Partnership, the Operating Company, TLP, WRT, WRP, THPPC, WRLP, and TSPC, the “Logistics Parties”);
and
Andeavor (“Andeavor”), Tesoro Refining & Marketing Company LLC (“TRMC”), Western Refining Southwest, Inc. (“WRS”), Tesoro Great Plains Gathering & Marketing LLC (“TGPGM”), Tesoro Great Plains Midstream LLC (“TGPM” and collectively with Andeavor, TRMC, WRS, TGPGM and TGPM, the “Andeavor Parties”).
The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, WRS is the owner of:
a) | approximately 1.2 million barrels of crude oil and other feedstock storage tankage and approximately 1.8 million barrels of refined product storage tankage located at the refinery at 900 Old Red Trail, N.E., Mandan, North Dakota (the “Mandan Refinery”), together with all related equipment, pipeline interconnections, laboratories and ancillary facilities used for the operation thereof, and all permits and licenses related to such tankage and other facilities to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above, which assets are listed in detail onExhibit A hereto (the “Mandan Tankage”); |
b) | approximately 0.5 million barrels of crude oil and other feedstock storage tankage and approximately 0.8 million barrels of refined product storage tankage located at the refinery at 474 West 900 North, Salt Lake City, Utah (the “Salt Lake Refinery”), together with all related equipment, pipeline interconnections, laboratories and ancillary facilities used for the operation thereof, and all permits and licenses related to such tankage and other facilities to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above, which assets are listed in detail onExhibit B hereto (the “Salt Lake Tankage”); |
c) | approximately 3.2 million barrels of crude oil and other feedstock storage tankage and approximately 2.8 million barrels of refined product storage tankage located at the refinery unit at 2101 East Pacific Coast Highway, Wilmington, California (the “LARW Refinery Unit”), together with all related equipment, pipeline interconnections, laboratories and ancillary facilities used for the operation thereof, and all permits and licenses related to such tankage and other facilities to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above, which assets are listed in detail onExhibit C hereto (the “LARW Tankage”); |
d) | approximately 0.9 million barrels of crude oil and other feedstock storage tankage and approximately 0.6 million barrels of refined product storage tankage located at the refinery unit at 2350 East 223rd Street, Carson, California (the “LARC Refinery Unit”), together with all related equipment, pipeline interconnections, laboratories and ancillary facilities used for the operation thereof, and all permits and licenses related to such tankage and other facilities to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above, which assets are listed in detail onExhibit C hereto (the “LARC Tankage”); |
e) | the rail terminal located at the Mandan Refinery for the loading and unloading of propane, butane, diesel, decanted oil, sulfur and catalyst from manifest and other railcars, together with certain rail lines connected thereto and railcar storage tracks, all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such rail terminal and trackage, to the extent assignable, which assets are listed in detail onExhibit A hereto (the “Mandan Rail Rack and Trackage”); |
f) | rail terminals located at the Salt Lake Refinery for the loading and unloading of ethanol, decanted cycle oil and liquefied petroleum gas from manifest and other railcars, together with certain rail lines connected thereto and railcar storage tracks, all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such rail terminals and trackage, to the extent assignable, which assets are listed in detail onExhibit B hereto (the “Salt Lake Rail Rack and Trackage”); |
g) | the rail terminal located at the LARW Refinery Unit for the loading and unloading of liquefied petroleum gas from manifest and other railcars, together with certain rail lines connected thereto and railcar storage tracks, all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such rail terminal and trackage, to the extent assignable, which assets are listed in detail onExhibit C hereto (the “LARW Rail Rack and Trackage”); |
h) | the rail terminal located at the LARC Refinery Unit for the loading and unloading of liquefied petroleum gas from manifest and other railcars, together with certain rail lines connected thereto and railcar storage tracks, all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such rail terminal and trackage, to the extent assignable, which assets are listed in detail onExhibit C hereto (the “LARC Rail Rack and Trackage”); |
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i) | the truck rack located at the Mandan Refinery for the loading and unloading of butane and propane from trucks, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such truck rack, to the extent assignable, which assets are listed in detail onExhibit A hereto (the “Mandan LPG Truck Rack”); |
j) | two truck racks located at the Salt Lake Refinery for the loading and unloading of propane, isobutene, butane and waxy crude from trucks, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such truck racks, to the extent assignable, which assets are listed in detail onExhibit B hereto (the “Salt Lake Refinery Truck Racks”); |
k) | the truck rack located at the LARW Refinery Unit for the loading and unloading of liquefied petroleum gas from trucks, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such truck rack, to the extent assignable, which assets are listed in detail onExhibit C hereto (the “LARW LPG Truck Rack”); |
l) | the truck rack located at the LARC Refinery Unit for the loading and unloading of liquefied petroleum gas from trucks, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such truck rack, to the extent assignable, which assets are listed in detail onExhibit C hereto (the “LARC LPG Truck Rack”); |
m) | the interconnecting pipeline facilities located below Sepulveda Boulevard, Alameda Street and the Long Beach Harbor Railroad and other railroad tracks, and adjoining lands between Wilmington and Carson, California (including thesix-inch pipelines that are configured to deliver gasoline, distillates, gas oil and alkylation unit feedstocks from the LARC Refinery Unit to the LARW Refinery Unit and two spares), and all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such pipelines, to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above, which assets are listed in detail onExhibit D hereto (the “LA Refinery Interconnecting Pipeline”); |
n) | the Mesquite truck unloading station located in Eddy County, New Mexico for the unloading of crude trucks for injection of crude into the TexNewMex pipeline, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such truck unloading station, to the extent assignable, which assets are listed in detail onExhibit E hereto (the “Mesquite Truck Station”); |
o) | the Yucca truck unloading station located in Eddy County, New Mexico for the unloading of crude trucks for injection of crude into the TexNewMex pipeline, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such truck unloading station, to the extent assignable, which assets are listed in detail onExhibit F hereto (the “Yucca Truck Station”); |
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p) | the Mason East truck unloading and injection station located in Reeves County, Texas that receives crude via theT-Station line and trucks for injection into the Kinder Morgan and Bobcat Pipeline, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such unloading and injection station, to the extent assignable, which assets are listed in detail onExhibit G hereto (the “Mason East Station”); |
q) | the Jackrabbit (Wink) truck unloading and injection station located in Winkler County, Texas that receives crude via theT-Station line and trucks for injection of crude into the Kinder Morgan and Bobcat Pipeline, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such unloading and injection station, to the extent assignable, which assets are listed in detail onExhibit H hereto (the “Wink Station”); |
r) | the Jal storage, injection and rail unloading facility located in Lea County, New Mexico that stores and supplies natural gas liquids for use in Andeavor’s El Paso refinery via rail connections, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such storage, injection and rail facility, to the extent assignable, which assets are listed in detail onExhibit I hereto (the “Jal NGL Storage Facility”); |
s) | (i) approximately 0.1 million barrels of natural gas liquid storage tankage, (ii) the rail and truck terminal for the loading and unloading of natural gas liquids from manifest and other railcars and trucks, together with certain rail lines connected thereto and railcar storage tracks, and (iii) the waterline, in each case located at the Wingate facility near Gallup, New Mexico, together with all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such facility, to the extent assignable, which assets are listed in detail onExhibit J hereto (the “Wingate Terminal”); |
t) | approximately 0.6 million barrels of crude oil and other feedstock storage tankage located at Koch Pipeline Company L.P.’s Clearbrook terminal in Clearbrook, Minnesota, together with all related equipment, pipeline interconnections, laboratories and ancillary facilities used for the operation thereof, and all permits and licenses related to such tankage and other facilities to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above, which assets are listed in detail onExhibit K hereto (the “Clearbrook Tankage”); |
u) | the sixteen-inch Bobcat Pipeline that transports crude oil between the Mason East Station in Reeves County, Texas to the Wink Station in Winkler County, Texas, and all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such pipeline, to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above, which assets are listed in detail onExhibit L hereto (the “Bobcat Pipeline”); |
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v) | the twelve-inch Benny Pipeline that delivers crude oil from the Conan terminal in Loving, Texas to a connection with WRP gathering lines near Battle Axe in Lea County, New Mexico, and all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such pipeline, to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above, which assets are listed in detail onExhibit M hereto (the “Benny Pipeline”); and |
w) | the8-inch Aranco Pipeline that is configured to deliver petroleum products from the St. Paul Refining refinery in St. Paul Park, Minnesota to its Cottage Grove, Minnesota tankage, and all related equipment and ancillary facilities used for the operation thereof, and all permits and licenses related to such pipeline, to the extent assignable and to the extent used in connection with the ownership and operation of the assets described above, which assets are listed in detail onExhibit N hereto (the “Aranco Pipeline”); |
WHEREAS, WRS is the owner of all of the issued and outstanding limited liability company interests in: (1) TGPM (the “TGPM Units”), (2) Andeavor MPL Holdings LLC (the “MPL Units”), (3) Andeavor CD (the “Andeavor CD Units”), (4) Western Refining Conan Gathering, LLC (the “WRCG Units”), (5) Western Refining Delaware Basin Storage, LLC (the “WRDBS Units”), and (6) Asphalt Terminals LLC (the “ATL Units”), and WRS is the owner of 67% of all of the issued and outstanding limited liability company interests in Andeavor Rio (the “Andeavor Rio Units”);
WHEREAS, WRS owns the various real property interests set forth in detail onSchedule A (the “Real Property Interests”), and for the avoidance of doubt, the term “Real Property Interests” shall expressly exclude the real property under each of the Mandan Refinery, Salt Lake Refinery, LARW Refinery Unit and LARC Refinery Unit owned by TRMC (said real property being referred to, collectively, as the “TRMC Real Property”); and
WHEREAS, in exchange for the Cash Consideration (as defined below) and the Equity Consideration (as defined below), WRS desires to contribute the Assets (as defined below), the Units (as defined below), and the Real Property Interests to the Partnership, which the Partnership desires to contribute to the applicable Logistics Parties, and concurrently with the contribution of the Assets, the Real Property Interests and the Units, the applicable Andeavor Parties and the applicable Logistics Parties desire to enter into the Contracts (as defined below), all on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, the Parties hereto agree as follows:
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ARTICLE I
CONTRIBUTIONS AND ACKNOWLEDGEMENTS
Section 1.1Conveyance ofAssets by WRS to the Partnership.
(a) Effective as of immediately prior to the Effective Time, WRS hereby assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers to the Partnership, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of WRS in and to the Assets and Real Property Interests, including any responsibilities, coverages and liabilities related to the Assets and Real Property Interests, free and clear of all liens and encumbrances of any kind or nature, other than as set forth onExhibit O to this Agreement (the “Permitted Liens”). In addition, concurrently with the contribution of the Assets and the Real Property Interests, certain Andeavor Parties are also executing and delivering the Contracts and the Real Property Conveyance Documents (as defined in Schedule A) to which each is a party. The contribution of the Assets and the Real Property Interests and execution and delivery of the Contracts and documents described in thisSection 1.1(a) shall be referred to in this Agreement as the “WRS Asset Contribution.”
(b) In consideration for the WRS Asset Contribution and the WRS Unit Contribution (as defined below), the Partnership will, as of the Effective Time:
(i) distribute cash to WRS equal to $300,000,000 in the aggregate (the “Cash Consideration”); and
(ii) issue to WRS a number of Common Units with an aggregate value equal to $1,250,000,000 (the “Equity Consideration”), which number of Common Units, rounded down to the next lowest number of whole units, shall be (A) the amount of the Equity Consideration, divided by (B) the average closing price of the Common Units for the last ten (10) trading days prior to August 3, 2018.
(c) To effect the distribution of the Cash Consideration, the Partnership shall borrow an amount equal to the Cash Consideration under indebtedness for which no partner of the Partnership or any related person other than WRS bears the economic risk of loss (as defined by Treasury RegulationsSection 1.752-2) and the Partnership shall cause the proceeds of such indebtedness to be wire transferred directly from the applicable lender to an account designated by WRS in a manner such that the proceeds of such borrowing are allocable to the distribution of the Cash Consideration to WRS pursuant to Treasury Regulations§ 1.707-5(b)(1) and Temporary Treasury Regulation1.163-8T (such borrowing, and any “refinancing” of such borrowing treated as the liability it refinances pursuant to Treasury Regulations§ 1.707-5(c), the “Partnership Debt”).
(d) After the distribution of the Cash Consideration to WRS by the Partnership, WRS will provide a loan to Andeavor of up to the amount of the Cash Consideration, and Andeavor will execute and deliver aten-year promissory note in favor of WRS to evidence the funds loaned by WRS to Andeavor.
(e) The Partnership hereby accepts the WRS Asset Contribution as a contribution to the capital of the Partnership.
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(f) The Parties hereby acknowledge that the Excluded Assets and Liabilities are being retained by WRS and are not being contributed or transferred as part of the WRS Asset Contribution.
Section 1.2Conveyance ofAssets by thePartnership to otherLogistics Parties. Effective immediately after the WRS Asset Contribution, the Partnership hereby assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers:
(a) the Jal NGL Storage Facility and the Real Property Interest related thereto (the “Group A Assets”) to WRLP;
(b) the Bobcat Pipeline, the Benny Pipeline, the Mesquite Truck Station, the Yucca Truck Station, the Mason East Station and the Wink Station and the Real Property Interest related thereto (together, the “Group B Assets”) to WRLP;
(c) the Wingate Terminal and the Real Property Interest related thereto (the “Group C Assets”) to WRLP;
(d) the Clearbrook Tankage and the Real Property Interest related thereto (the “Group D Assets”) to the Operating Company;
(e) the Mandan Tankage, the Salt Lake Tankage, the LARW Tankage, the LARC Tankage, the Mandan Rail Rack and Trackage, the Salt Lake Rail Rack and Trackage, the LARW Rail Rack and Trackage, the LARC Rail Rack and Trackage, the Mandan LPG Truck Rack, the Salt Lake Refinery Truck Racks, the LARW LPG Truck Rack and the LARC LPG Truck Rack (together, the “Group E Assets”) to the Operating Company;
(f) the LA Refinery Interconnecting Pipeline (the “Group F Assets”) to the Operating Company; and
(g) the Aranco Pipeline and the Real Property Interest related thereto (the “Group G Assets”) to the Operating Company;
in each case, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of the Partnership in and to such Assets and Real Property Interests, including any responsibilities, coverages and liabilities related to the Assets and Real Property Interests, free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens.
In addition, concurrently with the contribution of the Assets, the Partnership, the Operating Company, and certain other Logistics Parties are also executing and delivering the Contracts and the Real Property Conveyance Documents to which they are parties. The contributions of the Assets and the Real Property Interests and execution and delivery of the Contracts described in thisSection 1.2 shall be referred to in this Agreement as the “Partnership Contribution.” The Partnership hereby makes the Partnership Contribution as capital contributions to the capital of the Operating Company and WRLP, and such parties hereby accept such contributions as contributions to their capital.
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Section 1.3Conveyance of Certain Assets by Certain Logistics Parties to Other Logistics Parties. Effective immediately after the Partnership Contribution, the following Logistics Parties convey certain Assets to certain other Logistics Parties as described below:
(a) the Operating Company shall assign, transfer, contribute, grant, bargain, convey, set over and deliver to TSPC the Group F Assets;
(b) WRLP shall assign, transfer, contribute, grant, bargain, convey set over and deliver to WNRL the Group A Assets, the Group B Assets, and the Group C Assets;
(c) After giving effect to the conveyance set forth inSection 1.3(b), WNRL shall assign, transfer, contribute, grant, bargain, convey set over and deliver:
(i) to WRP, the Group B Assets; and
(ii) to WRT, the Group A Assets and the Group C Assets;
in each case, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of the party conveying the Asset described in thisSection 1.3. Each party conveying an Asset pursuant to thisSection 1.3 makes such contribution as a capital contribution to the capital of the party receiving such Asset, and the party receiving such Asset hereby accepts such contribution as a contribution to its capital.
Section 1.4Conveyance of theUnits by WRS to the Partnership. Effective as of the Effective Date, WRS hereby assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers to the Partnership, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of WRS in and to the Units, free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. The contribution described in thisSection 1.4 shall be referred to as the “WRS Unit Contribution.” The Partnership hereby accepts the WRS Unit Contribution as a contribution to the capital of the Partnership.
Section 1.5Conveyance of theUnits by thePartnership to otherLogistics Parties. Effective immediately after the WRS Unit Contribution, the Partnership hereby assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers:
(a) the TGPM Units, the MPL Units, the Andeavor Rio Units and the Andeavor CD Units to the Operating Company; and
(b) the ATL Units, the WRCG Units and the WRDBS Units to WRLP.
in each case, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of the Partnership in and to the Units (collectively, the “Partnership Unit Contribution”). The Partnership hereby makes such contributions as capital contributions to the capital of the Operating Company and WRLP, and such parties hereby accept such contributions as contributions to their capital.
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Section 1.6Conveyance of Certain Units by Certain Logistics Parties to Certain Other Logistics Parties. Effective immediately after the Partnership Unit Contribution, the following Logistics Parties shall convey certain Units to other certain other Logistics Parties as described below:
(a) the Operating Company assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers to TLP the Andeavor Rio Units and the Andeavor CD Units;
(b) WRLP assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers to WNRL the ATL Units, the WRCG Units and the WRDBS Units and, immediately after giving effect to such conveyance of the ATL Units, the WRCG Units and the WRDBS Units, WNRL assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers the WRCG Units to WRP and the WRDBS Units and the ATL Units to WRT; and
(c) TGPM assigns, transfers, distributes, grants, bargains, conveys, sets over and delivers to the Operating Company all of the issued and outstanding limited liability company interests (the “BLP Units”) in BakkenLink Pipeline LLC and, immediately after giving effect to such conveyance of the BLP Units, the Operating Company assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers the BLP Units to TLP;
in each case, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of the party conveying the Units described in thisSection 1.6. Each party conveying Units pursuant to thisSection 1.6, other than with respect to the distribution of BLP Units by TGPM to the Operating Company, makes such contribution as a capital contribution to the capital of the party receiving such Units, and the party receiving such Units hereby accepts such contribution as a contribution to its capital.
Section 1.7Merger of ND Land Holdings LLC. Immediately after giving effect to the conveyance described inSection 1.5(a), TGPM and TGPGM will cause ND Land Holdings LLC (“ND Land”) to be merged with and into TGPGM, with TGPGM surviving the merger (the “ND Land Merger”).
Section 1.8Merger of BakkenLink Pipeline LLC. Immediately after giving effect to the conveyance described inSection 1.6(c), TLP and THPPC will cause BakkenLink Pipeline LLC to be merged with and into THPPC, with THPPC surviving the merger (the “BLP Merger”).
Section 1.9Actions and Deliveries on theEffective Date. The Parties acknowledge that the following actions and deliveries have occurred, or will occur concurrently with the execution of this Agreement:
(a) receipt by the Parties of all permits, consents, approvals, authorizations, orders, registrations, filings or qualifications of or with any court, governmental agency or body having jurisdiction over the Parties required in connection with the execution, delivery and performance of the Transaction Documents;
(b) the parties listed onSchedule B that are identified as “Assignor” on such schedule shall have assigned to the parties identified as “Assignee” on such schedule those contracts listed opposite their name onSchedule B, and in order to give effect to such assignments, each “Assignor” and “Assignee” shall have entered into an assignment and assumption agreement or such other form mutually agreeable to such parties;
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(c) the execution and delivery by the respective parties thereto of the following documents:
(i) the Bills of Sale, in a form mutually agreeable to the Parties, pursuant to which the applicable Andeavor Parties and the Partnership assign and convey the Assets;
(ii) a merger agreement between ND Land and TGPGM, in a form mutually agreeable to the Parties;
(iii) a merger agreement between BakkenLink Pipeline LLC and THPPC, in a form mutually agreeable to the Parties;
(iv) the following commercial contracts:
(1) Master Terminalling Services Agreement by and between the parties identified as “Customers” on Schedule I thereto and the parties identified as “Providers” on Schedule I thereto and related service orders thereto;
(2) Master Unloading and Storage Agreement between WRCL and WRP, and the related service orders thereto;
(3) Asphalt Terminalling, Transportation and Storage Services Agreement between Asphalt Terminals LLC and WRCL, and the related service orders thereto;
(4) Transportation Services Agreement (LAR Interconnecting Pipelines) between TRMC and TSPC, and the related services order thereto;
(5) Construction Service Agreement (Los Angeles Refinery Interconnecting Pipelines) between TRMC and TSPC;
(v) the Real Property Conveyance Documents set forth onSchedule A;
(vi) Second Amended and Restated Secondment and Logistics Services Agreement among certain of the Andeavor Parties and certain of the Logistics Parties and an applicable service order to that agreement, both in forms mutually agreeable to the Parties;
(vii) Second Amended and Restated Schedules to the Omnibus Agreement among Andeavor, TRMC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, the General Partner and the Partnership, in a form mutually agreeable to the Parties;
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(viii) Third Amended and Restated Limited Liability Company Agreement of the General Partner among the General Partner, WRS, TRMC and Tesoro Alaska Company LLC;
(ix) aten-year promissory note, in a form mutually agreeable to the Parties, by Andeavor in favor of WRS to evidence the funds loaned by the WRS to Andeavor pursuant toSection 1.1(d);
(x) a debt guarantee, in a form mutually agreeable to the Parties;
(xi) New York Stock Exchange Supplemental Listing Application executed by the Partnership for the listing of the Common Units and for filing with the New York Stock Exchange;
(xii) Letter from the Partnership to American Stock Transfer, the transfer agent for the Common Units, regarding the issuance of the Common Units evidencing the Equity Consideration; and
(xiii) all other documents and instruments necessary or appropriate to convey the Assets to the Operating Company;
(d) the Partnership has received an affidavit, duly executed and acknowledged by WRS dated as of the Effective Date, in accordance with Treasury Regulation §1.1445-2(b)(2) and Section 1446(f) of the Code, certifying that WRS is not a “foreign person” for such purposes; and
(e) the Conflicts Committee of the General Partner has received a fairness opinion from Robert W. Baird & Co., Incorporated, the financial advisor to the Conflicts Committee.
ARTICLE II
REPRESENTATIONS
Section 2.1Representations of theAndeavor Parties. The Andeavor Parties hereby represent and warrant to the Partnership and the Operating Company as follows:
(a) The Assets are each in good working condition, suitable for the purposes for which they are being used in accordance with accepted industry standards and all applicable laws and regulations.
(b) WRS has title to each of the Assets and the Real Property Interests, free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. WRS has title to each of the Assets and the Real Property Interests, subject to the Permitted Liens, that is sufficient to operate each such Asset in accordance with its intended and historical use, subject to all recorded matters and all physical conditions in existence, and, with respect to those portions of the TRMC Real Property underlying the Group E Assets, TRMC has sufficient title to grant valid leasehold or license rights in such real property to the Operating Company pursuant to the lease or license agreements inSchedule A.
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(c) To the knowledge of WRS after reasonable investigation, there are no terms in any agreements included in the Assets or the Contracts that would materially impair the rights granted to the Logistics Parties pursuant to the transactions contemplated by this Agreement.
(d) WRS has title to the TGPM Units free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens.TGPM is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware, with full limited liability company power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all of its obligations under each of its contracts. TGPM is duly qualified to do business as a foreign limited liability company and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned by it, or the nature of the activities conducted by it, requires such qualification.The limited liability company interests of TGPM that are issued and outstanding and held by WRS as of the date of this Agreement constitute all of the TGPM Units, and other than the TGPM Units, there are no outstanding equity securities or other securities of TGPM. There are no contracts relating to the issuance, sale or transfer of any equity securities or other securities of TGPM.
(e) TGPM has title to the BLP Units free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens.BakkenLink Pipeline LLC is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware, with full limited liability company power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all of its obligations under each of its contracts. BakkenLink Pipeline LLC is duly qualified to do business as a foreign limited liability company and is in good standing under the laws of the each state or other jurisdiction in which either the ownership or use of the properties owned by it, or the nature of the activities conducted by it, requires such qualification.The limited liability company interests of BakkenLink Pipeline LLC that are issued and outstanding and held by TGPM as of the date of this Agreement constitute all of the BLP Units, and other than the BLP Units, there are no outstanding equity securities or other securities of BakkenLink Pipeline LLC. There are no contracts relating to the issuance, sale or transfer of any equity securities or other securities of BakkenLink Pipeline LLC.
(f) TGPM has title to all of the limited liability company interests of ND Land (the “ND Land Units”), free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens.ND Land is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware, with full limited liability company power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all of its obligations under each of its contracts. ND Land is duly qualified to do business as a foreign limited liability company and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned by it, or the nature of the activities conducted by it, requires such qualification.The limited liability company interests of ND Land that are issued and outstanding and held by TGPM as of the date of this Agreement constitute all of the ND Land Units, and other than the ND Land Units, there are no outstanding equity securities or other securities of ND Land. There are no contracts relating to the issuance, sale or transfer of any equity securities or other securities of ND Land.
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(g) WRS has title to the WRCG Units and the WRDBS Units free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens.Each of Western Refining Conan Gathering, LLC and Western Refining Delaware Basin Storage, LLC is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware, with full limited liability company power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all of its obligations under each of its contracts. Each of Western Refining Conan Gathering, LLC and Western Refining Delaware Basin Storage, LLC is duly qualified to do business as a foreign limited liability company and in good standing under the laws of the State of each state or other jurisdiction in which either the ownership or use of the properties owned by it, or the nature of the activities conducted by it, requires such qualification.The limited liability company interests of Western Refining Conan Gathering, LLC that are issued and outstanding and held by WRS as of the date of this Agreement constitute all of the WRCG Units, and other than the WRCG Units, there are no outstanding equity securities or other securities of Western Refining Conan Gathering, LLC. There are no contracts relating to the issuance, sale or transfer of any equity securities or other securities of Western Refining Conan Gathering, LLC.The limited liability company interests of Western Refining Delaware Basin Storage, LLC that are issued and outstanding and held by WRS as of the date of this Agreement constitute all of the WRDBS Units, and other than the WRDBS Units, there are no outstanding equity securities or other securities of Western Refining Delaware Basin Storage, LLC. There are no contracts relating to the issuance, sale or transfer of any equity securities or other securities of Western Refining Delaware Basin Storage, LLC.
(h) WRS has title to the Andeavor Rio Units free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens.Andeavor Rio is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware, with full limited liability company power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all of its obligations under each of its contracts. Andeavor Rio is duly qualified to do business as a foreign limited liability company and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned by it, or the nature of the activities conducted by it, requires such qualification.TLP is, as of the Effective Date, the record and beneficial owner and holder of the Andeavor Rio Units. There are no contracts relating to the issuance, sale or transfer of any equity securities or other securities of Andeavor Rio.
(i) WRS has title to the Andeavor CD Units free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens.Andeavor CD is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware, with full limited liability company power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all of its obligations under each of its contracts. Andeavor CD is duly qualified to do business as a foreign limited liability company and in good standing under the laws of the State of each state or other jurisdiction in which either the ownership or use of the properties owned by it, or the nature of the activities conducted by it, requires such qualification.The limited liability company interests of Andeavor CD that are issued and outstanding and held by WRS as of the date of this Agreement constitute all of the Andeavor CD Units, and other than the Andeavor CD Units,
there are no outstanding equity securities or other securities of Andeavor CD. There are no contracts relating to the issuance, sale or transfer of any equity securities or other securities of Andeavor CD.
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(j) WRS has title to the MPL Units free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens.Andeavor MPL Holdings LLC is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware, with full limited liability company power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all of its obligations under each of its contracts. Andeavor MPL Holdings LLC is duly qualified to do business as a foreign limited liability company and in good standing under the laws of the State of each state or other jurisdiction in which either the ownership or use of the properties owned by it, or the nature of the activities conducted by it, requires such qualification.The limited liability company interests of Andeavor MPL Holdings LLC that are issued and outstanding and held by WRS as of the date of this Agreement constitute all of the MPL Units, and other than the MPL Units, there are no outstanding equity securities or other securities of Andeavor MPL Holdings LLC. There are no contracts relating to the issuance, sale or transfer of any equity securities or other securities of Andeavor MPL Holdings LLC.
(k) WRS has title to the ATL Units free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens.Asphalt Terminals LLC is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware, with full limited liability company power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all of its obligations under each of its contracts. Asphalt Terminals LLC is duly qualified to do business as a foreign limited liability company and in good standing under the laws of the States of each state or other jurisdiction in which either the ownership or use of the properties owned by it, or the nature of the activities conducted by it, requires such qualification.The limited liability company interests of Asphalt Terminals LLC that are issued and outstanding and held by WRS as of the date of this Agreement constitute all of the ATL Units, and other than the ATL Units, there are no outstanding equity securities or other securities of Asphalt Terminals LLC. There are no contracts relating to the issuance, sale or transfer of any equity securities or other securities of Asphalt Terminals LLC.
(l) Each of TGPM, Andeavor MPL Holdings LLC, Andeavor CD, Western Refining Conan Gathering, LLC, Asphalt Terminals LLC and Andeavor Rio is properly classified as an entity disregarded as separate from its owner or as a partnership for U.S. federal income tax purposes.
Section 2.2Representation of thePartnership. The Partnership hereby represents and warrants to the Andeavor Parties that the Common Units of the Partnership issued to WRS pursuant toSection 1.1(b)(ii) have been duly authorized for issuance and sale to WRS and, when issued and delivered by the Partnership to WRS pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections17-607 and17-804 of the Delaware Limited Partnership Act).
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Section 2.3Representations of theParties.Each Party represents and warrants, severally as to only itself and not jointly, to the other Parties as follows:
(a) The applicable Party has been duly formed or incorporated and is validly existing as a limited partnership, limited liability company or corporation, as applicable, in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and perform its obligations under this Agreement and the other documents contemplated herein (the “Transaction Documents”) to which it is a party, to own or lease and to operate its properties currently owned or leased or to be owned or leased and to conduct its business. The applicable Party is duly qualified to do business as a foreign corporation, limited liability company or limited partnership, as applicable, and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to be so qualified or registered would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties, taken as a whole, whether or not arising from transactions in the ordinary course of business, of such Party (a “Material Adverse Effect”).
(b) The applicable Party has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party and perform its respective obligations thereunder. All corporate, partnership and limited liability company action, as the case may be, required to be taken by the applicable Party or any of its stockholders, members or partners for the execution and delivery by the applicable Party of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby has been validly taken.
(c) For the applicable Party, each of the Transaction Documents to which it is a party is a valid and legally binding agreement of such Party, enforceable against such Party in accordance with its terms, except (i) as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) that the indemnity, contribution and exoneration provisions contained in any of the Transaction Documents may be limited by applicable laws and public policy.
(d) Neither the execution, delivery and performance of the Transaction Documents by the applicable Party that is a party thereto nor the consummation of the transactions contemplated by the Transaction Documents conflict or will conflict with, or result or will result in, a breach or violation of or a default under (or an event that, with notice or lapse of time or both would constitute such an event), or imposition of any lien, charge or encumbrance upon any property or assets of the applicable Party pursuant to (i) the partnership agreement, limited liability company agreement, certificate of limited partnership, certificate of formation or conversion, certificate or articles of incorporation, bylaws or other constituent document of the applicable Party, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the applicable Party is a party or bound or to which its property is subject or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the applicable Party of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Party or any of its properties in a proceeding to which it or its property is a party, except in the case ofclause (ii), liens, charges or encumbrances arising under security documents for the
collateral pledged under such Party’s applicable credit agreements, and except in the case ofclause (iii), where such breach or violation would not reasonably be expected to have a Material Adverse Effect.
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(e) No permit, consent, approval, authorization, order, registration, filing or qualification of or with any court, governmental agency or body having jurisdiction over the applicable Party or any of its properties or assets is required in connection with the execution, delivery and performance of the Transaction Documents by the applicable Party, the execution, delivery and performance by the applicable Party that is a party thereto of its respective obligations under the Transaction Documents or the consummation of the transactions contemplated by the Transaction Documents other than (i) any filing related to the sale of the Common Units under this Agreement with federal or state securities laws authorities, (ii) consents that have been obtained and (iii) consents where the failure to obtain such consent would not reasonably be expected to have a Material Adverse Effect.
(f) No action, suit, proceeding, inquiry or investigation by or before any court or governmental or other regulatory or administrative agency, authority or body or any arbitrator involving the applicable Party or its property is pending or, to the knowledge of the applicable Party, threatened or contemplated that (i) would individually or in the aggregate reasonably be expected to have a material adverse effect on the performance of the Transaction Documents or the consummation of any of the transactions contemplated therein, or (ii) would individually or in the aggregate reasonably be expected to have a Material Adverse Effect.
ARTICLE III
COVENANTS
Section 3.1Further Assurances.
(a) From time to time after the Effective Time, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and to do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate (i) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted, (ii) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests contributed and assigned by this Agreement or intended to be so contributed and assigned (including any actions required to effect the assignment and conveyance of the Assets, Real Property Interests and the Contracts as contemplated herein), and (iii) more fully and effectively to carry out the purposes and intent of this Agreement.
(b) To the extent any permits related to the Assets, Real Property Interests or the Contracts may not be assigned or transferred without the consent of a third party that has not been obtained at the Effective Time despite the exercise by the Andeavor Parties of their reasonable best efforts, this Agreement shall not constitute an agreement to assign or transfer such permit if an attempted assignment or transfer would constitute a breach thereof or be unlawful. In that case, the applicable Andeavor Party, to the maximum extent permitted by law, (a) shall act
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after the Effective Time as the agent of the applicable Logistics Party to obtain for such Parties the benefits thereunder, and (b) shall cooperate, to the maximum extent permitted by applicable law, with the applicable Logistics Party in any other reasonable arrangement designed to provide those benefits to such Parties, including by agreeing to remain liable under any applicable permit. Nothing contained in thisSection 3.1(b) shall relieve the Andeavor Parties of their obligations under any other provisions of this Agreement.
(c) The Controller of Andeavor shall, in good faith, allocate among the Andeavor Parties and the Logistics Parties any amounts that relate to a period beginning prior to the Effective Date and ending after the Effective Date in accordance with the terms hereof.
Section 3.2Debt Financed Distribution. For a period of four years following the Effective Date, WRS and the Partnership shall ensure (and shall cause their respective Affiliates to ensure) (i) that the Partnership Debt will not be less than the entire outstanding principal balance of the Partnership Debt outstanding immediately after the Effective Date, (ii) that there is no modification of the Partnership Debt so as to eliminate or limit the ultimate recourse liability of WRS with respect thereto, and (iii) that no corporation, partnership, person or entity, other than WRS or a Logistics Party, assumes, guarantees, indemnifies against or otherwise incurs any liability with respect to the Partnership Debt.
Section 3.3Tax Covenants.
(a) The Parties intend that for U.S. federal income tax purposes (the “Intended Tax Treatment”), (i) the WRS Asset Contribution and the WRS Unit Contribution shall be treated as a contribution by WRS to the Partnership assets in exchange for the Equity Consideration in a transaction consistent with the requirements of Section 721(a) of the Code; (ii) the distribution of the Cash Consideration shall be treated as a distribution to WRS by Partnership under Section 731 of the Code; (iii) the distribution of the Cash Consideration to WRS shall be made out of proceeds of the Partnership Debt and that such distribution shall qualify as a “debt-financed transfer” under Treasury Regulations§ 1.707-5(b); and (iv) WRS’s share of the Partnership Debt under Treasury Regulations§ 1.752-2 and Proposed Treasury Regulations §1.707-5(a)(2)(i) shall be the entire amount of the Partnership Debt.
(b) Except as otherwise required by applicable law following a final determination by the U.S. Internal Revenue Service or a governmental authority with competent jurisdiction, the Parties agree to file all tax returns and otherwise act at all times in a manner consistent with the Intended Tax Treatment.
ARTICLE IV
MISCELLANEOUS
Section 4.1Costs. Each Party shall pay its own costs and expenses with respect to the transactions contemplated by this Agreement; except as follows:
(a) the Partnership and Andeavor shall each pay, on behalf of the Logistics Parties and the Andeavor Parties, respectively,(i) one-half of the sales, use and similar transfer taxes arising out of the contributions, conveyances and deliveries to be made underARTICLE I,(ii) one-half of the documentary, filing, recording, transfer, deed and conveyance taxes and fees required in connection therewith, (iii) one half of any other customary closing costs associated with the contributions of the Assets; and (iv) legal fees and costs of Vinson & Elkins LLP and McGuireWoods LLP, in the case of clause (iv), to the extent incurred by any Logistics Parties and Andeavor Parties, respectively; and
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(b) the Partnership shall pay all of the costs and expenses of the Conflicts Committee of the board of directors of the General Partner, including, but not limited to, the advisory and legal fees and costs of Sidley Austin LLP and Robert W. Baird & Co., Incorporated.
Section 4.2Headings; References; Interpretation. All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, including, without limitation, all Schedules and Exhibits attached hereto, and not to any particular provision of this Agreement. All references herein to Articles, Sections, Schedules and Exhibits shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement and the Schedules and Exhibits attached hereto, and all such Schedules and Exhibits attached hereto are hereby incorporated herein and made a part hereof for all purposes. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or notnon-limiting language (such as “without limitation,” “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.
Section 4.3Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
Section 4.4No ThirdParty Rights. The provisions of this Agreement are intended to bind the Parties as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies, and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.
Section 4.5Counterparts. This Agreement may be executed in any number of counterparts (including facsimile or .pdf copies) with the same effect as if all Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.
Section 4.6Applicable Law; Forum, Venue and Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas, without regard to the principles of conflicts of law. Each of the Parties (a) irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to this Agreement shall be exclusively brought in any federal court of competent jurisdiction situated in the United States District Court for the Western District of Texas, San Antonio Division, or if such federal court declines to
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exercise or does not have jurisdiction, in the district court of Bexar County, Texas, in each case regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims, (b) irrevocably submits to the exclusive jurisdiction of the United States District Court for the Western District of Texas, San Antonio Division, or if such federal court declines to exercise or does not have jurisdiction, of the district court of Bexar County, Texas in connection with any such claim, suit, action or proceeding, (c) agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (i) it is not personally subject to the jurisdiction of the United States District Court for the Western District of Texas, San Antonio Division, or the district court of Bexar County, Texas, or of any other court to which proceedings in such courts may be appealed, (ii) such claim, suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of such claim, suit, action or proceeding is improper, (d) expressly waives any requirement for the posting of a bond by a party bringing such claim, suit, action or proceeding and (e) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder or by personal service within or without the State of Texas, and agrees that service in such forms shall constitute good and sufficient service of process and notice thereof; provided, however, that nothing in clause (e) hereof shall affect or limit any right to serve process in any other manner permitted by law.
Section 4.7Severability. If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.
Section 4.8Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face as an amendment to this Agreement. Notwithstanding anything in the foregoing to the contrary, any amendment executed by the Partnership or any of its subsidiaries shall not be effective unless and until the execution of such amendment has been approved by the Conflicts Committee.
Section 4.9Integration. This Agreement, together with the Schedules and Exhibits referenced herein, constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the Parties in connection therewith.
Section 4.10Specific Performance. The Parties agree that money damages may not be a sufficient remedy for any breach of this Agreement and that in addition to any other remedy available at law or equity, the Parties shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any Party’s breach of this Agreement. The Parties agree that no bond shall be required for any injunctive relief in connection with a breach of this Agreement.
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Section 4.11Deed;Bill of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the Assets and interests referenced herein. Additionally, in lieu of one or more “deeds,” “recordings,” “bills of sale,” or other conveyance documents (including, without limitation, Real Property Conveyance Documents) regarding the Assets and for administrative convenience only (and without limiting any of the representations, warranties, covenants or other provisions of this Agreement), WRS directs the owners of such Assets prior to the transactions described in this Agreement to directly convey, on WRS’ behalf, each such Asset to its respective final owner following the transactions described in this Agreement, via the appropriate “deeds,” “recordings,” “bills of sale,” and other conveyance documents (including, without limitation, Real Property Conveyance Documents). For the avoidance of doubt, neither (a) the conveyance of the Assets as described inSections 1.1,1.2 or1.3, or (b) the execution, delivery and performance of the Contracts, is intended to be treated as a sale for tax or any other purposes.
Section 4.12Notice. All notices or requests or consents provided for by, or permitted to be given pursuant to, this Agreement must be in writing and must be given by depositing same in the United States mail, addressed to the person to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in person or by facsimile to such Party. Notice given by personal delivery or mail shall be effective upon actual receipt. Notice given by facsimile shall be effective upon actual receipt, with confirmation, if received during the recipient’s normal business hours or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the address set forth below or at such other address as such Party may stipulate to the other Parties in the manner provided in thisSection 4.12.
If to Andeavor or WRS:
Andeavor
19100 Ridgewood Parkway
San Antonio, Texas 78259-1828
Attn: General Counsel
Facsimile: (210)745-4494
If to the Partnership or the Operating Company:
Andeavor Logistics LP
c/o Tesoro Logistics GP, LLC, its General Partner
19100 Ridgewood Parkway
San Antonio, Texas 78259-1828
Attn: General Counsel
Facsimile: (210)745-4494
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ARTICLE V
DEFINITIONS
Section 5.1Capitalized terms used herein have the respective meanings ascribed to such terms below:
“Agreement” has the meaning set forth in the introduction to this Agreement.
“Andeavor” has the meaning set forth in the introduction to this Agreement.
“Andeavor CD” means Andeavor Logistics CD LLC.
“Andeavor CD Units” has the meaning set forth in the Recitals.
“Andeavor Parties” has the meaning set forth in the introduction to this Agreement.
“Andeavor Rio” means Andeavor Logistics Rio Pipeline LLC.
“Andeavor Rio Units” has the meaning set forth in the Recitals.
“Aranco Pipeline” has the meaning set forth in the Recitals.
“Assets” means (i) the Mandan Tankage, (ii) the Salt Lake Tankage, (iii) the LARW Tankage, (iv) the LARC Tankage, (v) the Mandan Rail Rack and Trackage, (vi) Salt Lake Rail Rack and Trackage, (vii) the LARW Rail Rack and Trackage, (viii) the LARC Rail Rack and Trackage, (ix) the Mandan LPG Truck Rack, (x) the Salt Lake Refinery Truck Racks, (xi) the LARW LPG Truck Rack, (xii) the LARC LPG Truck Rack, (xiii) the LA Refinery Interconnecting Pipeline, (xiv) the Mesquite Truck Station, (xv) the Yucca Truck Station, (xvi) the Mason East Station, (xvii) the Wink Station, (xviii) the Jal NGL Storage Facility, (xix) the Wingate Terminal, (xx) the Clearbrook Tankage, (xxi) the Aranco Pipeline, (xxii) the Bobcat Pipeline, and (xxiii) the Benny Pipeline.
“ATL Units” has the meaning set forth in the Recitals.
“Benny Pipeline” has the meaning set forth in the Recitals.
“Bills of Sale” means the instruments to be effective as of the Effective Time for the sale, assignment, transfer, contribution, grant, bargain conveyance and delivery of the entire right, title, interest, responsibilities, coverages and liabilities in and to those certain improvements and tangible personal property related to the following Real Property Interests and TRMC Real Property, including any responsibilities, coverages and liabilities from and after the Effective Time under any permit or license included in such improvements and tangible personal property, free and clear of all liens and encumbrances of any kind or nature other than Permitted Liens and not including the Excluded Assets and Liabilities: (i) Mandan Refinery; (ii) Salt Lake Refinery; (iii) a combined Bill of Sale for LARC Refinery Unit and LARW Refinery Unit; (iv) LA Refinery Interconnecting Pipeline; (v) Wink Station; (vi) Mesquite Truck Station; (vii) Wingate Terminal; and (viii) Yucca Truck Station.
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“BLP Merger” has the meaning set forth inSection 1.8.
“BLP Units” has the meaning set forth inSection 1.6.
“Bobcat Pipeline” has the meaning set forth in the Recitals.
“Cash Consideration” has the meaning set forth inSection 1.1(b).
“Clearbrook Tankage” has the meaning set forth in the Recitals.
“Code” means the Internal Revenue Code of 1986, as amended.
“Common Unit” means a common unit representing a limited partner interest in the Partnership having the rights set forth in the Partnership Agreement.
“Conflicts Committee” has the meaning set forth in the Partnership Agreement.
“Contracts” means the commercial agreements to be entered into effective as of the Effective Date set forth inSection 1.9(c)(iv).
“Effective Date” has the meaning set forth in the introduction to this Agreement.
“Effective Time” means 12:02 a.m. Eastern Time on the Effective Date.
“Equity Consideration” has the meaning set forth inSection 1.1(b).
“Excluded Assets and Liabilities” means those certain assets and properties (including any and all petroleum and hydrocarbon inventory) and certain responsibilities, coverages and liabilities that might otherwise be considered as part of the Assets or the Contracts but are being retained by WRS and are not being contributed, transferred or assumed to or by the General Partner, the Partnership or the Operating Company as part of the transactions contemplated by this Agreement, as set forth onExhibit P to this Agreement.
“General Partner” means Tesoro Logistics GP, LLC, the general partner of the Partnership.
“Group A Assets” has the meaning set forth inSection 1.2.
“Group B Assets” has the meaning set forth inSection 1.2.
“Group C Assets” has the meaning set forth inSection 1.2.
“Group D Assets” has the meaning set forth inSection 1.2.
“Group E Assets” has the meaning set forth inSection 1.2.
“Group F Assets” has the meaning set forth inSection 1.2.
“Group G Assets” has the meaning set forth inSection 1.2.
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“Intended Tax Treatment” has the meaning set forth inSection 3.3(a).
“Jal NGL Storage Facility” has the meaning set forth in the Recitals.
“LARC LPG Truck Rack” has the meaning set forth in the Recitals.
“LARC Rail Rack and Trackage” has the meaning set forth in the Recitals.
“LARC Refinery Unit” has the meaning set forth in the Recitals.
“LARC Tankage” has the meaning set forth in the Recitals.
“LA Refinery Interconnecting Pipeline” has the meaning set forth in the Recitals.
“LARW LPG Truck Rack” has the meaning set forth in the Recitals.
“LARW Rail Rack and Trackage” has the meaning set forth in the Recitals.
“LARW Refinery Unit” has the meaning set forth in the Recitals.
“LARW Tankage” has the meaning set forth in the Recitals.
“Logistics Parties” has the meaning set forth in the introduction to this Agreement.
“Mandan LPG Truck Rack” has the meaning set forth in the Recitals.
“Mandan Rail Rack and Trackage” has the meaning set forth in the Recitals.
“Mandan Refinery” has the meaning set forth in the Recitals.
“Mandan Tankage” has the meaning set forth in the Recitals.
“Mason East Station” has the meaning set forth in the Recitals.
“Material Adverse Effect” has the meaning set forth inSection 2.3(a).
“Mesquite Truck Station” has the meaning set forth in the Recitals.
“MPL Units” has the meaning set forth in the Recitals.
“ND Land” has the meaning set forth inSection 1.7.
“ND Land Merger” has the meaning set forth inSection 1.7.
“ND Land Units” has the meaning set forth inSection 2.1(f).
“Omnibus Agreement” means that certain Fourth Amended and Restated Omnibus Agreement dated as of October 30, 2017, among Andeavor, TRMC, Tesoro Companies, Inc.,
Tesoro Alaska Company LLC, the General Partner and the Partnership, as such agreement (and the Schedules thereto) may be amended, supplemented or restated from time to time.
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“Operating Company” has the meaning set forth in the introduction to this Agreement.
“Partnership” has the meaning set forth in the introduction to this Agreement.
“Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 30, 2017, as such agreement may be amended, supplemented or restated from time to time.
“Partnership Contribution” has the meaning set forth inSection 1.2.
“Partnership Debt” has the meaning set forth inSection 1.1(c).
“Partnership Unit Contribution” has the meaning set forth in Section 1.5.
“Party” or “Parties” have the meanings given to those terms in the introduction to this Agreement.
“Permitted Liens” has the meaning set forth inSection 1.1(a).
“Real Property Interests” has the meaning set forth in the Recitals.
“Real Property Conveyance Documents” has the meaning set forth in Schedule A.
“Salt Lake Rail Rack and Trackage” has the meaning set forth in the Recitals.
“Salt Lake Refinery” has the meaning set forth in the Recitals.
“Salt Lake Refinery Truck Racks” has the meaning set forth in the Recitals.
“Salt Lake Tankage” has the meaning set forth in the Recitals.
“Secondment and Logistics Services Agreement” means that certain Amended and Restated Secondment and Logistics Services Agreement dated as of October 30, 2017, as may be amended, modified or supplemented from time to time, among certain of the Andeavor Parties and certain of the Logistics Parties.
“St. Paul Refining” means St. Paul Park Refining Co., LLC.
“TGPGM” has the meaning set forth in the introduction to this Agreement.
“TGPM” has the meaning set forth in the introduction to this Agreement.
“TGPM Units” has the meaning set forth in the Recitals.
“THPPC” has the meaning set forth in the introduction to this Agreement.
24
“TLP” has the meaning set forth in the introduction to this Agreement.
“Transaction Documents” has the meaning set forth inSection 2.3(a).
“Treasury Regulations” means the regulations (including temporary regulations) promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code. All references herein to sections of the Treasury Regulations shall include any corresponding provision or provisions of succeeding, similar or substitute, temporary or final Treasury Regulations.
“TRMC” has the meaning set forth in the introduction to this Agreement.
“TRMC Real Property” has the meaning set forth in the Recitals.
“TSPC” has the meaning set forth in the introduction to this Agreement.
“Units” means the TGPM Units, the MPL Units, the Andeavor CD Units, the Andeavor Rio Units, the WRCG Units, the WRDBS Units, and the ATL Units.
“Wingate Terminal” has the meaning set forth in the Recitals.
“Wink Station” has the meaning set forth in the Recitals.
“WNRL” has the meaning set forth in the introduction to this Agreement.
“WRCG Units” has the meaning set forth in the Recitals.
“WRCL” means Western Refining Company, L.P.
“WRDBS Units” has the meaning set forth in the Recitals.
“WRLP” has the meaning set forth in the introduction to this Agreement.
“WRP” has the meaning set forth in the introduction to this Agreement.
“WRS” has the meaning set forth in the introduction to this Agreement.
“WRS Asset Contribution” has the meaning set forth inSection 1.1(a).
“WRS Unit Contribution” has the meaning set forth inSection 1.4.
“WRT” has the meaning set forth in the introduction to this Agreement.
“Yucca Truck Station” has the meaning set forth in the Recitals.
[Signature Page Follows]
25
IN WITNESS WHEREOF, the Parties to this Agreement have caused it to be duly executed effective as of the Effective Time.
ANDEAVOR PARTIES: | ||
ANDEAVOR | ||
By: | /s/ Gregory J. Goff Gregory J. Goff President and Chief Executive Officer | |
WESTERN REFINING SOUTHWEST, INC. | ||
By: | /s/ Gregory J. Goff Gregory J. Goff President and Chief Executive Officer | |
TESORO REFINING & MARKETING COMPANY LLC | ||
By: | /s/ Gregory J. Goff Gregory J. Goff President and Chief Executive Officer | |
TESORO GREAT PLAINS MIDSTREAM LLC | ||
By: | /s/ Gregory J. Goff Gregory J. Goff President and Chief Executive Officer | |
TESORO GREAT PLAINS GATHERING & MARKETING LLC | ||
By: | /s/ Gregory J. Goff Gregory J. Goff President and Chief Executive Officer |
Signature Page
Contribution, Conveyance and Assumption Agreement
LOGISTICS PARTIES: | ||
ANDEAVOR LOGISTICS LP | ||
By: | TESORO LOGISTICS GP, LLC, its General Partner | |
By: | /s/ Steven M. Sterin Steven M. Sterin President and Chief Financial Officer | |
TESORO LOGISTICS OPERATIONS LLC | ||
By: | /s/ Steven M. Sterin Steven M. Sterin President and Chief Financial Officer | |
TESORO LOGISTICS PIPELINES LLC | ||
By: | /s/ Steven M. Sterin Steven M. Sterin President and Chief Financial Officer | |
WESTERN REFINING TERMINALS, LLC | ||
By: | /s/ Steven M. Sterin Steven M. Sterin President and Chief Financial Officer |
Signature Page
Contribution, Conveyance and Assumption Agreement
WESTERN REFINING PIPELINE, LLC | ||
By: | /s/ Steven M. Sterin Steven M. Sterin President and Chief Financial Officer | |
TESORO HIGH PLAINS PIPELINE COMPANY LLC | ||
By: | /s/ Steven M. Sterin Steven M. Sterin President and Chief Financial Officer | |
WESTERN REFINING LOGISTICS LP | ||
By: | Western Refining Logistics GP, LLC, its general partner | |
By: | /s/ Steven M. Sterin Steven M. Sterin President and Chief Financial Officer | |
WNRL ENERGY LLC | ||
By: | /s/ Steven M. Sterin Steven M. Sterin President and Chief Financial Officer | |
TESORO SOCAL PIPELINE COMPANY LLC | ||
By: | /s/ Steven M. Sterin Steven M. Sterin President and Chief Financial Officer |
Signature Page
Contribution, Conveyance and Assumption Agreement
Exhibit Index
Exhibit A | Mandan Tankage | |
Mandan Rail Rack and Trackage | ||
Mandan LPG Truck Rack | ||
Exhibit B | Salt Lake Tankage | |
Salt Lake Rail Rack and Trackage | ||
Salt Lake Refinery Truck Racks | ||
Exhibit C | LARW Tankage & LARC Tankage | |
LARW Rail Rack and Trackage & LARC Rail Rack and Trackage | ||
LARW LPG Truck Rack & LARC LPG Truck Rack | ||
Exhibit D | LA Refinery Interconnecting Pipeline | |
Exhibit E | Mesquite Truck Station | |
Exhibit F | Yucca Truck Station | |
Exhibit G | Mason East Station | |
Exhibit H | Wink Station | |
Exhibit I | Jal NGL Storage Facility | |
Exhibit J | Wingate Terminal | |
Exhibit K | Clearbrook Tankage | |
Exhibit L | Bobcat Pipeline | |
Exhibit M | Benny Pipeline | |
Exhibit N | Aranco Pipeline | |
Exhibit O | Permitted Liens | |
Exhibit P | Excluded Assets and Liabilities | |
*** | ||
Schedule A | Real Property Interests | |
Schedule B | Assigned Contracts |
Exhibit List
EXHIBIT A
Mandan Tankage
Mandan Rail Rack and Trackage
Mandan LPG Truck Rack
Asset No. | Asset Description | |
10002782 | LEVEL & PRESSURE INDICATORSFB-766,FB-767 &FB-704 | |
10007669 | M&E- RAILTRACK SOLENOID FRZ PROTECTN | |
10007672 | M&E-ELECTRDISTR.-REF OM PRESSURIZATN LEL DETECTOR | |
10007674 | M&E-EXCHANGER- REFINING- TNKFLD WATER DR | |
10007675 | M&E-FIRE/SAFETY EQPT - REFINING TANKFIELD WALKWAYS | |
10007677 | M&E -I.S.B.L.-INSTRUMENTS-REF- LIQ LEVEL ALARM | |
10007679 | M&E - I.S.B.L. - LINES, PIPING - REF | |
10007681 | M&E-JP-8MODIFICTNS-ABV GRADE PIPING | |
10007682 | M&E-I.S.B.L.-LINES,PIPING-REF- DECANTING TANK | |
10007683 | M&E-I.S.B.L.-LINES,PIPING-REF- TNKFLD WATER DR | |
10007685 | M&E - I.S.B.L. - LINES, PIPING - REF | |
10007686 | M&E -MACT - CONVERT TK 746 TO METHANOL SERV | |
10007688 | M&E - PIPE FROM TK730/733 | |
10007689 | M&E-I.S.B.L.-LINES,PIPING-REF- TANK HEADERS | |
10007690 | M&E - I.S.B.L. - LINES, PIPING - REF - SE 731 TK. | |
10007691 | M&E-I.S.B.L.-LINES,PIPING-REF- E TKFLD FIREWAL | |
10007692 | M&E-ISBL LINES- FIREWTR SYS WST TKFLD(PX-1697) | |
10007694 | M&E-I.S.B.L.-LINES, PIPING- TNKFLD WATER DRAW SYS | |
10007695 | ISBL LINES, PIPING - FB723 REPLACE ROOF(PX-1771) | |
10007696 | M&E-I.S.B.L.-LINES,PIPING-REF- FB RPLC ROOF | |
10007697 | M&E - I.S.B.L. - LINES, PIPING - REFINING I.S.B.L. | |
10007700 | M&E- REPL LVL ALARMS ON PROPRANE DRUMS | |
10007701 | M&E - I.S.B.L.- REF INSTR M. BUTTONS TO ACT DELUGE | |
10007705 | M&E - LINES, ELECTRICAL LINES: - | |
10007710 | M&E - LINES, ELECTRICAL LINES: - | |
10007716 | M&E - LINES, ELECTRICAL LINES: - | |
10007717 | M&E - LINES, ELECTRICAL LINES: - | |
10007719 | M&E - LINES, ELECTRICAL LINES: - | |
10007720 | M&E - LINES, ELECTRICAL LINES: - EF044 | |
10007721 | M&E - LINES, ELECTRICAL LINES: - EF044 | |
10007722 | M&E - LINES, ELECTRICAL LINES: - EF044 | |
10007723 | M&E - LINES, ELECTRICAL LINES: - | |
10007730 | ELECTRICAL LINES: - TKFIELD WATER DRAW SYSTEM | |
10007732 | M&E - LINES, ELECTRICAL LINES: - TNKFLD WATER DR | |
10007736 | M&E - LINES, ELECTRICAL LINES: - EF042 MOTOR CON |
Exhibit A – Page 1
Mandan Tankage, Mandan Rail Rack and Trackage, Mandan LPG Truck Rack
Asset No. | Asset Description | |
10007737 | M&E - LINES, ELECTRICAL LINES: - EF042 MOTOR CON | |
10007738 | M&E - LINES, ELECTRICAL LINES: - EF042 MOTOR CON | |
10007740 | M&E - LINES, ELECTRICAL LINES: - | |
10007741 | M&E - LINES, ELECTRICAL LINES: - | |
10007742 | M&E - LINES, ELECTRICAL LINES: - EF043 | |
10007743 | M&E - LINES, ELECTRICAL LINES: - EF043 | |
10007744 | M&E - LINES, ELECTRICAL LINES: - EF043 | |
10007745 | M&E - LINES, ELECTRICAL LINES: - 440 VOLT | |
10007746 | M&E - LINES, ELECTRICAL LINES - JET FUEL FACILITY | |
10007749 | ELECTR. LINES -CONVRT TK751 TO EMERG. SERV.(X-24) | |
10007755 | M&E - LINES, ELECTRICAL LINES: - STD.TRIPLEPHASE | |
10007758 | M&E - LINES, ELECTRICAL LINES: - | |
10007761 | M&E - LINES, ELECTRICAL LINES: - | |
10007762 | M&E -LOADING RACKS - REF M&E - LOADING RACKS - REF | |
10007763 | M&E - PROCESS UNIT - STRUCTURAL STEEL - REFINING | |
10007764 | M&E-PUCCONST-AOC REF,TRANS,SP,N- CRD GRVITOMETER | |
10007766 | M&E-PUCCONST-AOC REF,TRANS,SP,N-TK-769-52-06-13 | |
10007773 | M&E - PUMP UNIT - REFINING PUMP POWER UNIT -FB-716 Mixer | |
10007780 | M&E - TANK: ABOVE GROUND STORAGE | |
10007781 | M&E - TANK: ABOVE GROUND STORAGE | |
10007782 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF12FB-702 | |
10007783 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF12FB-702 | |
10007784 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF12FB-702 | |
10007785 | M&E - TANK: ABOVE GROUND STORAGE - REF - RISERFB-734 | |
10007786 | M&E-TANK:ABOVE GRNDSTORAGE-REF- 5 FOAM NOZZLESFB-705 | |
10007787 | TANK 725 - CONE ROOF | |
10007788 | M&E - TANK: ABOVE GROUND STORAGE - REF - CONE ROOFFB-703 | |
10007789 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF15FB-703 | |
10007790 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF15FB-703 | |
10007791 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF15FB-703 | |
10007792 | M&E - TANK: ABOVE GROUND STORAGE - REFINING TANKFB-746 | |
10007793 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF188FB-742 | |
10007794 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF188FB-742 | |
10007795 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF188FB-742 | |
10007796 | M&E-TANK:ABOVE GRNDSTORAGE-REF- FLOATING ROOFFB-764 | |
10007797 | M&E-TANK:ABOVE GRNDSTORAGE-REF- HEATING COILS | |
10007798 | TANK: NOZZLE ASS’MBLYS ON TANKS(MCI-2601)FB-728 | |
10007799 | TANK:ABOVE GRNDSTORAGE-REF- NOZZLE ASS’BLYS TK752 | |
10007800 | M&E-TANK:ABOVE GRNDSTORAGE-REF- LEVEL INDICATORFB-704 | |
10007801 | M&E-TANK:ABOVE GRNDSTORAGE-REF-1-1/2IN ORB VALFB-767 |
Exhibit A – Page 2
Mandan Tankage, Mandan Rail Rack and Trackage, Mandan LPG Truck Rack
Asset No. | Asset Description | |
10007802 | M&E - TANK: ABOVE GROUND STORAGE - REFS | |
10007803 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF214FB-752 | |
10007804 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF214FB-752 | |
10007805 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF214FB-752 | |
10007806 | TANK: ABOVE GROUND STORAGE - REFINING TANKTK-749FB-749 | |
10007807 | M&E - TANK: ABOVE GROUND STORAGE - REFINING TANKFB-764 | |
10007808 | M&E - TANK: ABOVE GROUND STORAGE - EF208 FB747 | |
10007809 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF208FB-747 | |
10007810 | M&E-TANK:ABOVE GRNDSTORAGE-REF- INSTRUMENTATIONFB-704 | |
10007811 | M&E-TANK:ABOVE GRNDSTORAGE-REF- INSTITION TR567FB-766 | |
10007812 | M&E-TANK:ABOVE GRNDSTORAGE-REF- HEATING CABLEFB-767 | |
10007813 | M&E - TANK: ABOVE GROUND STORAGE - REF - NOZZLEFB-703 | |
10007814 | M&E - TANK: ABOVE GROUND STORAGE - REF - LIGHTNINFB-733 | |
10007815 | TANK:ABOVE GRNDSTORAGE-TK 765 EARTH DIKE | |
10007816 | TANK:ABOVE GRND STORAGE - EARTH DIKE TK 765 | |
10007817 | M&E-TANK:ABOVE GRNDSTORAGE-REF- EF252 EARTH DKFB-765 | |
10007818 | M&E-TANK- DOOR SHEETS for TKS 713, 727, & 734 | |
10007819 | M&E-TANK:ABOVE GRNDSTORAGE-REF- NEW EPOXY FLOORFB-703 | |
10007820 | M&E-TANK:ABOVE GRNDSTORAGE-REF- MIXER NOZZLEFB-701 | |
10007821 | M&E-TANK:ABOVE GRNDSTORAGE-REF- FIBERGLAS FLOORFB-744 | |
10007822 | M&E-TANK:ABOVE GRNDSTORAGE-REF- 8FT DECANTR LINFB-715 | |
10007823 | M&E-TANK:ABOVE GRNDSTORAGE-REF-89A2412801-02FB-706 | |
10007824 | M&E-TANK:ABOVE GRNDSTORAGE-REF-TIE-IN DVN STGEFB-771 | |
10007825 | M&E-TANK:ABOVE GRNDSTORAGE-REF- CHANGE SERVICEFB-740 | |
10007826 | M&E-TANK: EXT CIRC LINES FOR ENVIRON. GAS REV.FB-728 | |
10007827 | M&E-TANK:ABOVE GRNDSTORAGE-REF- FLOATING ROOFFB-729 | |
10007828 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF127FB-729 | |
10007829 | M&E - TANK: ABOVE GROUND STORAGE - TK729 | |
10007830 | M&E - TANK: ABOVE GROUND STORAGE - EF127 TK 729 | |
10007831 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF190FB-742 | |
10007832 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF258 | |
10007833 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF190FB-742 | |
10007834 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF190FB-742 | |
10007835 | M&E-TANK:ABOVE GRND -3-SAMPLE VALVES TK 757 | |
10007836 | M&E-TANK:ABOVE GRNDSTORAGE-REF- FIBERGLASS BTM.FB-742 | |
10007837 | M&E-TANK:ABOVE GRNDSTORAGE-REF- EPOXY FLOORFB-723 | |
10007838 | M&E-TANK:ABOVE GRNDSTORAGE-REF- EPOXY FLOORFB-708 | |
10007839 | M&E-TANK:ABOVE GRNDSTORAGE-REF- FIBERGLAS FLOORFB-712 | |
10007840 | M&E-TANK:ABOVE GRNDSTORAGE-REF- MIXER NOZZLEFB-701 | |
10007841 | M&E - TANK: ABOVE GROUND STORAGE - REFINING TANKFB-770 |
Exhibit A – Page 3
Mandan Tankage, Mandan Rail Rack and Trackage, Mandan LPG Truck Rack
Asset No. | Asset Description | |
10007842 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF108FB-725 | |
10007843 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF122FB-728 | |
10007844 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF122FB-728 | |
10007845 | M&E - TANK: ABOVE GROUND STORAGE - EF122 TK 728 | |
10007846 | M&E-TANK:ABOVE GRNDSTORAGE-REF- CONVERT SERVICEFB-740 | |
10007847 | TANK: ABOVE GROUND - MIXER ON TK 716(PX-1519) | |
10007848 | M&E - TANK: ABOVE GROUND STORAGE -NU-2 TK 723 | |
10007849 | M&E-TANK:ABOVE GRNDSTORAGE-REF- MIXER NOZZLE | |
10007850 | M&E - TANK: ABOVE GROUND STORAGE - REF - CONE ROOFFB-745 | |
10007851 | M&E-TANK:ABOVE GRNDSTORAGE-REF- FIBERGLAS FLOORFB-709 | |
10007852 | M&E - TANK: ABOVE GROUND STORAGE - REF -FB-701 | |
10007853 | M&E - TANK: ABOVE GROUND STORAGE - REF - CONE ROOFFB-730 | |
10007854 | M&E - TANK: ABOVE GROUND STORAGE - TANK 704 | |
10007855 | M&E - TANK: ABOVE GROUND STORAGE - REF -TK-704 | |
10007856 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF259 | |
10007857 | M&E - TANK: ABOVE GROUND STORAGE - EF140 FB732 | |
10007858 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF259 | |
10007859 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF140FB-732 | |
10007860 | M&E - TANK: ABOVE GROUND STORAGE - EF140TK-732 | |
10007861 | M&E - TANK: ABOVE GROUND STORAGE - REFINING TANKFB-765 | |
10007862 | M&E - TANK: ABOVE GROUND STORAGE - REFINING TANKFB-746 | |
10007863 | M&E - TANK: ABOVE GROUND STORAGE - REF - PLATFORMFB-767 | |
10007864 | M&E-TANK:ABV GRNDSTORGE-REF MODIFYT-735 TOT-736 | |
10007865 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF172FB-739 | |
10007866 | TANK: ABOVE GROUND STORAGE - REF -CONE ROOF TK 765 | |
10007867 | M&E-TANK:ABOVE GRNDSTORAGE-REF- FLOATING ROOF 743 | |
10007868 | M&E-TANK:ABOVE GRNDSTORAGE-REF- FLOATING ROOFFB-705 | |
10007869 | TANK: ABOVE GROUND STORAGE - REF - TK 739 | |
10007870 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF173FB-739 | |
10007871 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF237FB-758 | |
10007872 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF237FB-758 | |
10007873 | M&E-TANK:ABOVE GRNDSTORAGE-REF- DEFLECTOR PLATEFB-734 | |
10007874 | M&E - TANK: ABOVE GROUND STORAGE - REF - LADDERSFB-766 | |
10007875 | M&E-TANK:ABOVE GRNDSTORAGE-REF- ELECT FACILITIEFB-744 | |
10007876 | M&E - TANK: ABOVE GROUND STORAGE - REF - FIREWALLFB-770 | |
10007878 | M&E-TANK:ABOVE GRNDSTORAGE-REF- INSUL ROOF TK 741 | |
10007879 | M&E-TANK:ABOVE GRNDSTORAGE-REF- CNVT TO LDD REGFB-757 | |
10007880 | M&E-TANK:ABOVE GRNDSTORAGE-REF- 88A0440601FB-734 | |
10007881 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF104FB-724 | |
10007882 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF123FB-728 |
Exhibit A – Page 4
Mandan Tankage, Mandan Rail Rack and Trackage, Mandan LPG Truck Rack
Asset No. | Asset Description | |
10007883 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF123FB-728 | |
10007884 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF226FB-755 | |
10007885 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF207FB-747 | |
10007886 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF207FB-747 | |
10007887 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF207FB-747 | |
10007888 | M&E - TANK: ABOVE GROUND STORAGE - REFINING TANKFB-746 | |
10007889 | M&E-TANK:ABOVE GRNDSTORAGE-REF- DEFLECTORSFB-704 | |
10007890 | M&E-TANK:ABOVE GRND- DEFLECTORS TK 766 | |
10007891 | M&E - TANK: ABOVE GROUND STORAGE - REF - LABORFB-770 | |
10007892 | M&E-TANK:ABOVE GRNDSTORAGE-REF- FLOOR COATINGFB-737 | |
10007893 | M&E-TANK:ABOVE GRNDSTORAGE-REF- AUR PIPELN REVFB-724,FB-748 | |
10007894 | M&E - TANK: ABOVE GROUND STORAGE - REF - LIGHTNINFB-742 | |
10007895 | M&E - TANK: ABOVE GROUND STORAGE - REFINING TANKFB-723 | |
10007896 | M&E-TANK: FIREWATER DRAIN TK 704 | |
10007897 | M&E - TANK: ABOVE GROUND STORAGE - REF - LIGHTNINFB-711 | |
10007898 | LIGHTNING TANK MIXERS - TK703 & TK730(PX-1637) | |
10007899 | M&E-TANK:ABOVE GRNDSTORAGE-REF- FB723 RPLC ROOF | |
10007901 | M&E - TANK: ABOVE GROUND STORAGE - REFINING TANKFB-758 | |
10007902 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF124FB-728 | |
10007905 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF238FB-758 | |
10007906 | TANK758-HP CONETK-IN SERV 1954-EF238FB-758 | |
10007907 | M&E - TANK: ABOVE GROUND STORAGE - REF - PLATFORMSFB-759-763 | |
10007908 | M&E - TANK: ABOVE GROUND STORAGE - REF - PIPINGFB-723 | |
10007910 | INSTALLATION OF MIXERS ON TKS 741 & 758 | |
10007911 | M&E - TANK: ABOVE GROUND STORAGE - REF - 558725FB-701 | |
10007912 | M&E-TANK:ABOVE GRNDSTORAGE-REF- WATER VALVESFB-704 | |
10007913 | M&E-TANK:ABOVE GRNDSTORAGE-REF- ELECT FACILITIEFB-732 | |
10007914 | M&E - TANK: ABOVE GROUND STORAGE - REFINING TANKFB-732 | |
10007915 | M&E - TANK: ABOVE GROUND STORAGE - REF - PIPINGFB-716 | |
10007916 | M&E - TANK: ABOVE GROUND STORAGE - REFINING TANKFB-771 | |
10007917 | AIR BLOWING FACILITIES FORFB-714 D.O. TANK | |
10007918 | TANK:ABOVE GRNDSTORAGE-REF- FLOATING ROOF TK 723 | |
10007919 | M&E - TANK: ABOVE GROUND STORAGE - REF - EF103 724 | |
10007920 | TANK: ABOVE GROUND STORAGE - TANK 701 | |
10007921 | M&E-TANK:ABOVE GRNDSTORAGE-REF- FLOATING ROOFFB-748 | |
10007922 | M&E - TANK: ABOVE GROUND STORAGE - REFINING TANKFB-758 | |
10007923 | TANK 750 - FLOATING ROOF | |
10007924 | M&E-TANK:ABOVE GRNDSTORAGE-REF- SITEPREP-TK-764 | |
10007925 | M&E-TANK:ABOVE GRNDSTORAGE-REF- CONCRETE BAFFLE - Fire Protection | |
10007926 | M&E - TANK: ABOVE GROUND STORAGE - REF - GRADINGFB-759 - 763 |
Exhibit A – Page 5
Mandan Tankage, Mandan Rail Rack and Trackage, Mandan LPG Truck Rack
Asset No. | Asset Description | |
10007927 | REPLACING WOODEB SLEEPERS IN TK FIELD & PIPE ALLEY | |
10007928 | M&E-TANK:ABOVE GRNDSTORAGE-REF- W/CONE ROOFFB-731 | |
10007929 | M&E - TANK: ABOVE GROUND STORAGE - REFINING TANKFB-737 | |
10007930 | M&E-TANK:ABOVE GRNDSTORAGE-REF- REVISE HEADERFB-751 | |
10007931 | M&E - TANK: ABOVE GROUND STORAGE - REFINING TANKFB-768 | |
10007932 | M&E - TANK: ABOVE GROUND STORAGE - REFINING TANKFB-714 & 715 | |
10007933 | M&E - TANK: ABOVE GROUND STORAGE - REFINING TANKFB-741 | |
10007934 | M&E-TANK:ABOVE GRNDSTORAGE-REF- FIREWALL DRAINFB-716 | |
10007935 | M&E-TANK:ABOVE GRNDSTORAGE-REF- REVISE PIPINGFB-734 | |
10007936 | M&E-TANK:ABOVE GRNDSTORAGE-REF- LEVEL SYSTEMFB-766 | |
10007938 | M&E-TANK:ABOVE GRNDSTORAGE-REF- TRACE GAGE LINEFB-767 | |
10007939 | M&E-TANK:ABOVE GRNDSTORAGE-REF- FOAM INJ.NOZZLEFB-752 | |
10007940 | M&E-TANK:ABOVE GRNDSTORAGE-REF- TRACE GAGE LINEFB-767 | |
10007941 | M&E-TANK:ABOVE GRNDSTORAGE-REF- FLEX ROOF DRAINFB-740 | |
10007942 | M&E-TANK:ABOVE GRNDSTORAGE-REF- REVISE PIPINGFB-734 | |
10007943 | M&E-TANK:ABOVE GRNDSTORAGE-REF- REVISE PIPINGFB-734 | |
10007944 | M&E-TANK:ABOVE GRNDSTORAGE-REF- LEVEL INDICATORFB-767 | |
10007945 | M&E-TANK:ABOVE GRND- FOAMITE NOZZLES TK 724 | |
10007946 | M&E - TANK: ABOVE GROUND STORAGE - TK 771 | |
10007947 | M&E-TANK: FLEX.ROOF DRAIN TK 740 | |
10007948 | M&E-TANK:ABOVE GRNDSTORAGE-REF- FIBERGLASS BTM.FB-742 | |
10007949 | TANK ABOVE GRND - EPOXY FLOOR TK 708(PX-3513) | |
10007950 | M&E-TANK:ABOVE GRNDSTORAGE-REF- EPOXY FLOORFB-723 | |
10007951 | M&E - TANK: ABOVE GROUND STORAGE - REF - NOZZLEFB-703 | |
10007952 | M&E-TANK:ABOVE GRNDSTORAGE-REF- S/N 8421318701FB-701 | |
10007953 | M&E-TANK:ABOVE GRNDSTORAGE-REF- MIXER NOZZLEFB-701 | |
10007954 | M&E-TANK:ABOVE GRNDSTORAGE-REF- FIBERGLAS FLOORFB-710 | |
10007955 | M&E-TANK:ABOVE GRNDSTORAGE-REF- FIBERGLAS FLOORFB-709 | |
10007956 | TANK: ABOVE GROUND STORAGE- REF - CONE ROOFTK-745 | |
10007957 | CONVERT TK757 TO LDED & TK 732 TO TYPE A | |
10007958 | M&E-TANK:ABOVE GRNDSTORAGE-REF- LIGHTNIN W/25HPFB-750 | |
10007959 | M&E-TANK:ABOVE GRNDSTORAGE-REF- FIBERGLAS FLOORFB-744 | |
10007963 | RAILROAD EQPT RR40 RAIL LOADING FACILITY UPGRADE | |
10010043 | DYED LS1 AND LS2 | |
10010056 | RAIL CLASS YARD EXPANSION | |
10010072 | UPGD FIRE PROT ON BUTANE SPHERE | |
10010075 | INSTAL LEVL ALRM RV COLLECTN PO | |
10010076 | DCS INSTLN OM/CHG ORDR EX C&O P | |
10010689 | MERCAPTAN INJECTION SYSTEM | |
10011037 | RESIDENCE TANKFB-745 CONVERSION |
Exhibit A – Page 6
Mandan Tankage, Mandan Rail Rack and Trackage, Mandan LPG Truck Rack
Asset No. | Asset Description | |
10011045 | RESIDENCE TANKFB-745 CONVERSION | |
10011049 | MERCAPTAN INJECTION SYSTEM | |
10011159 | FB728 TANK INTERNAL FLOATING PAN AND CONE ROOF | |
10011333 | ROOF REPLACEMENT - TANK FB720 | |
10011415 | M&E - I.S.B.L. - INSTRUMENTS - REFINING | |
10011416 | PIPING TO UNLOAD FIELD BUTANE | |
10011454 | FLOATING SUCTION - FB731 HVN TANK | |
10011482 | M&E - I.S.B.L. - LINES, PIPING | |
10011491 | TANKFIELD PIPING - DDU ULSD OSBL | |
10011494 | TANKFIELD PIPING PLATFORMS - DDU ULSD OSBL | |
10011545 | FLOAT SUCTION - FB771 DEBUTANIZED VIRGIN NAPTHA TK | |
10011680 | TANKFIELD PIPING - DDU ULSD OSBL | |
10011922 | M&E - ISBL,LINES, PIPING - FOR TK 757(PX-3505) | |
10011923 | 4” PIPING - LCO RAILRACK | |
10011978 | TANK 729 ROOF UPGRADE | |
10012299 | PIPES & VALVES - ULSD OSBL HANDLING | |
10012301 | MIXER-GD719A - TANK-FB719 - ULSD OSBL HANDLING | |
10012302 | TANK MODIFICATIONS-FB703, FB710, FB711 - ULSD OSBL | |
10012303 | INSTRUMENTATION - ULSD OSBL HANDLING | |
10012322 | M&E-I.S.B.L.-LINES,PIPING-REF- 2409’LF GASOL | |
10012323 | M&E - I.S.B.L. - 4” LEAD-FREE CIRCULATION LINE | |
10012613 | ETHANOL IMPLEMENTATION - TANK 740 LOADING PUMP | |
10012614 | ETHANOL IMPLEMENTATION - TANK 740 LOADING STATION | |
10012615 | ETHANOL IMPLEMENTATION - PIPES, VALVES & FITTINGS | |
10012616 | ETHANOL IMPLEMENTATION - TANK 758 ROOF | |
10012995 | TANKFB-752 - DOUBLE BOTTOM FLOOR | |
10013027 | ISBL LINES & PIPING - IMPROVE C3, C4, LPG HANDLING | |
10013028 | CONCRETE PIER SUPPORTS - LCO RAILRACK | |
10013810 | M&E - FIRE/SAFETY EQPT - REFINING WTR.TOGA-759S | |
10013886 | TANKFB-752 - DOUBLE BOTTOM FLOOR | |
10014101 | GA-771 DUAL TANDEM SEAL ASSEMBLY | |
10014102 | GA-771S DUAL TANDEM SEAL ASSEMBLY | |
10014103 | GA-772 DUAL TANDEM SEAL ASSEMBLY | |
10014104 | GA-772S DUAL TANDEM SEAL ASSEMBLY | |
10014319 | OIL MOVEMENT (O.M.) -BLOCK / BLEED VALVES & PIPING | |
10014335 | GA-780 HVN CHARGE PUMP | |
FB-707 TANK MODIFICATIONS - WET GAS SCRUBBER | ||
10014814 | LPG RERUN PUMP WITH VFD DRIVE -GA-758 | |
10014815 | PIPE, VALVES, AND FITTINGS-OFF-SPEC LPG RERUN SYS | |
10015864 | FB-723 Tank Bottom |
Exhibit A – Page 7
Mandan Tankage, Mandan Rail Rack and Trackage, Mandan LPG Truck Rack
Asset No. | Asset Description | |
10016601 | FB-717 (2 SETS OF 5 SAMPLE TABS) | |
10016602 | FB-718 (2 SETS OF 5 SAMPLE TABS) | |
10016603 | FB-719 (2 SETS OF 5 SAMPLE TABS) | |
10016604 | FB-720 (2 SETS OF 5 SAMPLE TABS) | |
10016605 | FB-726 (2 SETS OF 5 SAMPLE TABS) | |
10016606 | FB-730 (2 SETS OF 8 SAMPLE TABS) | |
10016607 | FB-732 (2 SETS OF 8 SAMPLE TABS) | |
10016608 | FB-733 (2 SETS OF 8 SAMPLE TABS) | |
10016609 | FB-734 (2 SETS OF 8 SAMPLE TABS) | |
10016610 | FB-723 (2 SETS OF 8 SAMPLE TABS) | |
10016611 | FB-725 (2 SETS OF 5 SAMPLE TABS) | |
10016612 | FB-729 (2 SETS OF 5 SAMPLE TABS) | |
10016613 | FB-740 (2 SETS OF 5 SAMPLE TABS) | |
10016614 | FB-748 (2 SETS OF 5 SAMPLE TABS) | |
10016615 | FB-750 (2 SETS OF 5 SAMPLE TABS) | |
10016616 | FB-752 (2 SETS OF 5 SAMPLE TABS) | |
10017148 | FB-701 AUTOMATIC TANK GAUGING SYSTEM | |
10017149 | FB-702 AUTOMATIC TANK GAUGING SYSTEM | |
10017150 | FB-753 AUTOMATIC TANK GAUGING SYSTEM | |
10017151 | FB-723 AUTOMATIC TANK GAUGING SYSTEM | |
10017152 | FB-740 AUTOMATIC TANK GAUGING SYSTEM | |
10017153 | FB-725 AUTOMATIC TANK GAUGING SYSTEM | |
10017154 | FB-729 AUTOMATIC TANK GAUGING SYSTEM | |
10017155 | FB-748 AUTOMATIC TANK GAUGING SYSTEM | |
10017156 | FB-750 AUTOMATIC TANK GAUGING SYSTEM | |
10017157 | FB-752 AUTOMATIC TANK GAUGING SYSTEM | |
10017158 | FB-714 AUTOMATIC TANK GAUGING SYSTEM | |
10017159 | FB-715 AUTOMATIC TANK GAUGING SYSTEM | |
10017160 | FB-741 AUTOMATIC TANK GAUGING SYSTEM | |
10017161 | ELECTR./CIVIL INFRASTRUCTURE - AUTO TANK GAUGING | |
10017162 | AUTOMATIC TANK GAUGING PC HARDWARE | |
10017163 | AUTOMATIC TANK GAUGING PC SOFTWARE (ENTIS XL) | |
10017722 | PIPE, VALVES, FITTINGS | |
10017728 | FB-716 NEW ROOF, INTERNAL COATING, AND GAUGE POLE | |
10017729 | FB-718 NEW GAUGE POLE AND COATING | |
10017730 | DISTILLATE SURGE TANK CONTROL VALVEUSV-718 | |
10017731 | GASOLINE SURGE TANK CONTROL VALVEUSV-716 | |
10017732 | TANK 716 LEVEL GAUGELT-7716 | |
10017733 | TANK 718 LEVEL GAUGELT-7718 | |
10017734 | TANK 718 TEMPERATURE TRANSMITTERTUT-7718 |
Exhibit A – Page 8
Mandan Tankage, Mandan Rail Rack and Trackage, Mandan LPG Truck Rack
Asset No. | Asset Description | |
10017735 | TANK 716 TEMPERATURE TRANSMITTERTUT-7716 | |
10017736 | TANK 718 HIGH LEVEL SWITCH LSHH-7718 | |
10017737 | TANK 716 HIGH LEVEL SWITCH LSHH-7716 | |
10017738 | 4” PIPING FROMFB-727 TOFB-733 | |
10017738 | 4” PIPING FROMFB-727 TOFB-733 | |
10019266 | SAMPLE TAPS FOR TANK 711 | |
10019401 | FB-705 CONE ROOF | |
10019402 | FB-705 ALUMINUM INTERNAL FLOATING ROOF | |
10019403 | FB-705 FOAM CHAMBERS | |
10019508 | TANK 703 NEW DOUBLE BOTTOM | |
10019509 | TANK 703 FOAM CHAMBERS | |
10019531 | TANK 703 NEW BERM | |
10019755 | PIPE/VALVES/FITTINGS - PUMP SUCTION AND DISCHARGE | |
10021206 | LEVEL TRANSMITTER: TKS 711,717,726,727,730,733,734 | |
10021207 | TEMP TRANSMITTERS: TKS 711,717,726,727,730,733,734 | |
10021208 | LEVEL ALARMS: TKS 711,717, 726,727,730, 733,734 | |
10021209 | LADDER ON TANKFB-741 | |
10021210 | LADDER ON TANKFB-715 | |
10021211 | PLATFORM FORFB-702 | |
10021212 | PLATFORM FORFB-717 | |
10021213 | PLATFORM FORFB-752 | |
10021214 | GAUGE POLE FORFB-711 | |
10021215 | NEW NOZZLES FORFB-726 (NO GAUGE POLE) | |
10021216 | GAUGE POLE FORFB-727 | |
10021217 | GAUGE POLE FORFB-730 | |
10021218 | GAUGE POLE FORFB-733 | |
10021219 | GAUGE POLE FORFB-734 | |
10021220 | CONTROL SYSTEM SOFTWARE | |
10022256 | PIPING FOR KEROSENE INJECTION INTO HEATER OIL | |
10022357 | FB-753 NEW DOUBLE BOTTOM WITH COATING | |
10022358 | FB-753 TANK BASIN UPGRADE | |
10022462 | FB-709 NEW DOUBLE BOTTOM WITH COATING | |
10022463 | FB-709 TANK BASIN UPGRADE | |
10022797 | EMERGENCYSHUT-OFF VALVEUSV-6754 & CONDUIT/CABLE | |
10022798 | PIPING ASSOCIATED WITHUSV-6754 | |
10022799 | LEVEL TRANSMITTER: TANK 747 | |
10022800 | TEMP TRANSMITTERS TANK 747 | |
10022801 | LEVEL ALARM: TANK 747 | |
10022802 | CONTROL SYSTEM SOFTWARE | |
10023702 | FB-712 NEW DOUBLE BOTTOM |
Exhibit A – Page 9
Mandan Tankage, Mandan Rail Rack and Trackage, Mandan LPG Truck Rack
Asset No. | Asset Description | |
10023703 | FB-712 FOAM PIPING AND CHAMBERS | |
30000664 | Electrical/Instrument Components | |
30001339 | Concrete/Earth | |
95000461 | Repair Costs | |
95000462 | Repair Costs | |
99000364 | TANK 727 FLOOR COATING & REPAIRS | |
99000370 | TANK764- NEW DOUBLE BOTTOM FLOOR | |
99000371 | TANK 764 - MAJOR PLANNED UPGRADES | |
99000445 | TANK 718 NEW CONE ROOF & COATING | |
99000454 | FB-736 DOUBLE BOTTOM FLOOR | |
99000455 | FB-736 CONE ROOF | |
99000765 | FB-701 TANK RESTORATION COSTS | |
99000855 | FB-728 MISC. REPAIRS AND COATINGS | |
99000947 | FB-714 RING #1 | |
99000948 | FB-714 MISC. BOTTOM PATCHING | |
99000972 | FB-727 SECOND COURSE PARTIAL REPLACEMENT | |
99001051 | FB-771 PRIMARY SEAL | |
99001052 | FB-771 SECONDARY SEAL | |
99001053 | FB-771 ERF SUMP | |
99001159 | FB-771 TANK BASIN UPGRADE | |
99001320 | FB-753 TANK RESTORATION | |
99001460 | FB-731 OUTER RIM REPLACE AND TANK INSP | |
99001477 | FB-709 CONE ROOF REPLACEMENT | |
99001667 | FB-702 MISC REPAIRS TO PRIMARY & SECONDARY SEALS; | |
99001668 | FB-715 SHELL REPAIRS | |
99001675 | FB-747 BOTTOM REPAIRS | |
10005992 | M&E -I.S.B.L.-INSTRUMENTS-REF- SILVER GASOLINE | |
10006089 | M&E-I.S.B.L.-LINES,PIPING-REF- TK 705 HVN SVC | |
10006104 | FACILITIES TO BLEND RR 40 DSL IN TK 744 | |
10006213 | M&E-I.S.B.L.-LINES,PIPING-REF- L.FREE PREMIUM | |
10006218 | M&E-I.S.B.L.-LINES,PIPING-REF- INSUL.&HT.TRACE crude line | |
10006220 | M&E-I.S.B.L.-LINES,PIPING-REF- INSUL.&HT.TRACE crude line | |
10006238 | M&E-I.S.B.L.-LINES,PIPING-REF- SILVER GASOLINE | |
10006247 | M&E - LINES, ELECTRICAL LINES: - EXT LTNGFB-750 | |
10006268 | M&E - PUMP UNIT - REFINING - GA730S FLO BYPS | |
10006289 | M&E - PUMP UNIT - REFINING - C3 LOADING | |
10006320 | M&E - PUMP UNIT - REFINING - SITE PREP. GA - 778 | |
10006009 | M&E-I.S.B.L.-LINES,PIPING-REF- SEGREGATE RR40 | |
10006056 | M&E-I.S.B.L.-LINES,PIPING-REF- PARALLEL CRUDE | |
10007214 | M&E - ANALYTICAL EQPT - REFINING LABORATORY EQPT - LPG Upgrade |
Exhibit A – Page 10
Mandan Tankage, Mandan Rail Rack and Trackage, Mandan LPG Truck Rack
Asset No. | Asset Description | |
10007220 | M&E - REFINING COMPRESSOR UNIT - ELECTRICAL:LPG facility upgrade | |
10007307 | M&E - GARAGE,SERVICE TOOLS & EQPT - REF - TRACK #6 | |
10007337 | M&E -I.S.B.L.-INSTRUMENTS-REF- CETANE IMPROVR gatepak | |
10007353 | M&E - I.S.B.L. - INSTRUMENTS - REFINING upgrade LPG alarms | |
10007354 | LPG/BUTANE TV SURVIELLANCE & REMOTE STOP VALVES | |
10007357 | M&E - I.S.B.L. - INSTRUMENTS - REFINING LPG upgrade | |
10007358 | M&E - ISBL INSTRUMENTS- REMOTE TRIP LPG/BUTANE | |
10007464 | M&E - I.S.B.L. - LINES, PIPING - REFINING I.S.B.L. LPG Upgrade | |
10007466 | M&E - I.S.B.L. - LINES, PIPING - REFINING I.S.B.L. LPG facility upgrade | |
10007470 | M&E-I.S.B.L.-LINES,PIPING-REF- LPG FACIL UPGRD | |
10007474 | M&E-I.S.B.L.-LINES,PIPING-REF- RR40 DCO HEADER | |
10007475 | CONVERTFB-756 AST INTO WATER/GASO SEPARATOR | |
10007527 | M&E - LINES, ELECTRICAL LINES: - LPG Upgrade | |
10007529 | M&E - LINES, ELECTRICAL LINES: - LPG facility upgrade | |
10007531 | M&E - LINES, ELECTRICAL LINES: - ALARMS LPG AREA | |
10007555 | M&E - PUCCONST-AOC RFG,TRANS, SP, N LPG facility upgrade | |
10007587 | M&E-TANK:ABOVE GRNDSTORAGE-REF- S/N 8421318702FB-729 Mixers | |
10007606 | M&E-TANK:ABOVE GRNDSTORAGE-REF- S/N 8421318702FB-729 Mixers | |
10007613 | M&E - FIRE/SAFETY EQPT - REFINING LPG TK.LOAD LIN | |
10007614 | M&E - GARAGE, SERVICE TOOLS & EQUIPMENT | |
10007615 | M&E-GARAGE,SERV TOOLS &EQPT-REF- WARNING LIGHTS | |
10007617 | TRACK 4 - 1500LF | |
10007618 | M&E-GARAGE,SERV TOOLS &EQPT-REF- EF001LF1500 | |
10007619 | M&E-GARAGE,SERV TOOLS &EQPT-REF- EF001LF1500 | |
10007620 | M&E-GARAGE,SERV TOOLS &EQPT-REF- EF0086-107H | |
10007621 | M&E-GARAGE,SERV TOOLS &EQPT-REF- EF0086-107H | |
10007622 | M&E - GARAGE, SERVICE TOOLS & EQUIPMENT | |
10007623 | M&E-GARAGE,SERV TOOLS &EQPT-REF- RAILROAD SPUR | |
10007624 | M&E-GARAGE,SERV TOOLS &EQPT-REF- C3 LOADING | |
10007625 | M&E-GARAGE,SERV TOOLS &EQPT-REF- CAS’GHD.UNLOAD. | |
10007626 | M&E-GARAGE,SERV TOOLS &EQPT-REF- FIELD C4 UNLOAD | |
10007627 | M&E - GARAGE,SERVICE TOOLS & EQUIPMENT - REFINING | |
10007628 | M&E-GARAGE,SERV TOOLS &EQPT-REF- EF005 LPG RACKS | |
10007629 | M&E-GARAGE,SERV TOOLS &EQPT-REF- EF005 LPG RACKS | |
10007630 | M&E -GARAGE,SERV TOOLS &EQPT-REF- EF005 LPG RACKS | |
10007631 | M&E -GARAGE,SERV TOOLS &EQPT-REF- FIELD C4 UNLOAD | |
10007632 | M&E - GARAGE,SERVICE TOOLS & EQPT - REF - GOODALL | |
10007633 | M&E - GARAGE,SERVICE TOOLS & EQUIPMENT - REFINING | |
10007634 | M&E - GARAGE,SERVICE TOOLS & EQPT - REF - NU 5 | |
10007635 | M&E - GARAGE,SERVICE TOOLS & EQPT - REF - EF006 |
Exhibit A – Page 11
Mandan Tankage, Mandan Rail Rack and Trackage, Mandan LPG Truck Rack
Asset No. | Asset Description | |
10007636 | M&E - GARAGE,SERVICE TOOLS & EQPT - REF - EF006 | |
10007637 | M&E - GARAGE,SERVICE TOOLS & EQPT - REF - EF006 | |
10007638 | M&E -GARAGE,SERV TOOLS &EQPT-REF- MOVE SPOUTS 3T2 | |
10007639 | M&E - GARAGE,SERVICE TOOLS & EQUIPMENT - REFINING | |
10007640 | M&E - GARAGE,SERVICE TOOLS & EQUIPMENT - REFINING | |
10007641 | M&E- RR CASINGHEAD UNLOAD GASOLINE(PX-524) | |
10007642 | M&E - I.S.B.L. - INSTRUMENTS - REFINING | |
10007643 | M&E -I.S.B.L.-INSTRUMENTS-REF- MERCAPTAN | |
10007644 | M&E -I.S.B.L.-INSTRUMENTS-REF- STORE METHANOL | |
10007645 | M&E - I.S.B.L. - LINES, PIPING - REF - 3“4” 122’ | |
10007646 | M&E - I.S.B.L. - LINES, PIPING - REFINING I.S.B.L. | |
10007647 | M&E - I.S.B.L. - LINES, PIPING - REF - NU 2 | |
10007648 | M&E - I.S.B.L. - LINES, PIPING - REFINING I.S.B.L. | |
10007649 | M&E - I.S.B.L. - LINES, PIPING - REF - C3 LOADING | |
10007650 | M&E-I.S.B.L.-LINES,PIPING-REF- CASEH’D.UNLOAD | |
10007651 | M&E - I.S.B.L. - LINES, PIPING - REFINING I.S.B.L. | |
10007652 | M&E - I.S.B.L. - LINES, PIPING - REFINING I.S.B.L. | |
10007654 | M&E - LINES, ELECTRICAL LINES: - LIGHT FIXTURES | |
10007655 | M&E - LINES, ELECTRICAL LINES: - EF001 | |
10007656 | M&E - LINES, ELECTRICAL LINES: - EF001 | |
10007657 | M&E - LINES, ELECTRICAL LINES: - EF001 | |
10007658 | M&E - LINES, ELECTRICAL LINES: - FIELD C4 UNLOAD | |
10007659 | M&E - LINES, ELECTRICAL LINES: - FLOODLIGHT | |
10007660 | M&E - LINES, ELECTRICAL LINES: - EF001 | |
10007661 | M&E - LINES, ELECTRICAL LINES: - EF001 | |
10007662 | M&E - LINES, ELECTRICAL LINES: - EF001 | |
10007663 | M&E - LINES, ELECTRICAL LINES: - | |
10007664 | M&E - LINES, ELECTRICAL LINES: - | |
10007665 | M&E - LINES, ELECTRICAL LINES: - FIELD C4 UNLOAD | |
10007666 | M&E - LOADING RACKS - REF FURNACE OIL TO RAIL RACK | |
10007667 | M&E - PUMP UNIT - REFINING - CAS’GHD.RUNDOWNGA-784 | |
10010050 | LPG RR LIGHTING UPGRD & SHELTER | |
10011481 | M&E - I.S.B.L. - LINES, PIPING | |
10016485 | LAND IMPROVEMENTS FOR CLASS YARD EXPANSION | |
10016486 | NEW RAILROAD FOR CLASS YARD EXPANSION | |
10016487 | SIX NAPHTHA LOADING ARMS | |
10016488 | NAPHTHA LOADING - PIPES/VALVES/FITTINGS |
Exhibit A – Page 12
Mandan Tankage, Mandan Rail Rack and Trackage, Mandan LPG Truck Rack
EXHIBIT B
Salt Lake Tankage
Salt Lake Rail Rack and Trackage
Salt Lake Refinery Truck Racks
Asset No. | Asset Description | |
10012941 | PIPING - LCO TO TRUCK RACK LOADING SYSTEM | |
10004434 | M&E-I.S.B.L.-INSTRUMENTS-REF -LOADING RACK | |
10002558 | PIPING, CONTAINMENT PAD, ETC. FOR VACUUM TRUCKS | |
10004359 | M&E-I.S.B.L.-LINES,PIPING-REF-HVY FUEL OIL RK | |
10005754 | DCO TRUCK LOAD OUT | |
10002553 | DCO TRUCK LOAD OUT | |
10011460 | SUCTION AND DISCHARGE PIPING- BLACK WAX TRUCK RACK | |
10011457 | CONCRETE PAD & DRAIN - BLACK WAX TRUCK RACK | |
10011470 | CONCRETE PAD & DRAIN - BLACK WAX TRUCK RACK | |
10005758 | HPD BLACK WAX UNLOADING | |
10011458 | CONRETE PUMP PAD - BLACK WAX TRUCK RACK | |
10004358 | M&E-I.S.B.L.-LINES,PIPING-REF-CRUDE OIL RACK | |
10004272 | M&E-I.S.B.L.-LINES,PIPING-REF-CRUDE UNLOADING | |
10011459 | PUMP - BLACK WAX TRUCK RACK | |
10011471 | PUMP - BLACK WAX TRUCK RACK | |
10011473 | PUMP - BLACK WAX TRUCK RACK | |
10011472 | PUMP - BLACK WAX TRUCK RACK | |
10004491 | M&E-GARAGE, SERV TOOLS &EQPT-REF-CRUDE OIL RACK | |
10011786 | PUMP - BLACK WAX TRUCK RACK | |
10014884 | BLR VAPOR RECOVERY SYSTEM COMPRESSION | |
10019965 | BUTANE LOADING RACK STRUCTURAL REINFORCEMENT | |
10014885 | BLR VAPOR RECOVERY SYSTEM AUTOMATION | |
10013156 | BUTANE LOADING RACK PIPING | |
10004441 | M&E-I.S.B.L.-INSTRUMENTS-REF-BLR TRC GROUDNG | |
10004363 | M&E-I.S.B.L.-LINES,PIPING-REF-BUTANE LOADING | |
10004122 | M&E-PROCESS UNIT COSTCONST-AOC -BUTANE LOAD SPT | |
10013452 | LAND (UNION PACIFIC RR TRACKS & PROPERTY)15 ACRES | |
10020131 | LOADING ARMS/FALL PROTECTION SPOT 1/2 - MODIFY LOA | |
10013453 | RAILROAD TRACKS | |
10011207 | PIPING/CONTROL VALVES - ALKYLATE RAIL LOADING RACK | |
10011208 | VAPOR RECOVERY SYS W/ WALKWAY- ALKY RAIL LOAD RACK | |
10004129 | M&E- REF OMD:OFFLOAD KEROSENE FROM RAIL | |
10004139 | M&E -LOADING RACKS-REF | |
10011258 | PIPING/CONTROL VALVES - ALKYLATE RAIL LOADING RACK | |
10004138 | M&E -LOADING RACKS-REF |
Exhibit B – Page 1
Salt Lake Tankage, Salt Lake Rail Rack and Trackage, Salt Lake Refinery Truck Racks
Asset No. | Asset Description | |
10004493 | M&E-GARAGE, SERV TOOLS &EQPT-REF-TANK CAR LOAD | |
10014303 | BAKKEN CRUDE UNLOADING ARM | |
10011259 | VAPOR RECOVERY SYS W/ WALKWAY- ALKY RAIL LOAD RACK | |
10004165 | M&E-I.S.B.L.-INSTR-REF BLR U/G RAIL SPOT CAMERA | |
10003954 | RAILROAD EQUIPMENT TANK CAR - | |
10011209 | CONCRETE BASE @ VAPOR RECOVERY-ALKY RAIL LOAD RACK | |
10004365 | M&E-I.S.B.L. -LINES, PIPING-REF-UN TRACK | |
10003955 | RAILROAD EQUIPMENT TANK CAR -FREIGHT | |
10020134 | TANK 188 | |
10020127 | F-848 PP STORAGE BULLET | |
10020128 | F-849 PP STORAGE BULLET | |
10020135 | PIPING FROM TLR TO TANKAGE | |
10048457 | TANK 144 | |
99000879 | TANK 326 TURNAROUND IN 2014 | |
10020136 | STRUCTURAL STEEL FOR PIPING AND RELATED TO TANK | |
10017221 | 2013 PHASE 1 WAXEY TANK 186 | |
10020129 | J-988A PP LOADING PUMPS | |
10020130 | J-988B PP LOADING PUMPS | |
10003994 | M&E -TANK: ABV GRND STRAGE-REF -WATER DRAW SYS | |
10020318 | J-878A SOFT START FOR PUMP | |
99000409 | TANK 328 RESTORATIONS - 2012 | |
10003997 | M&E -TANK: ABV GRND STRAGE-REF TANK -LSDHF | |
99000410 | TANK 325 RESTORATIONS - 2012 | |
10014608 | BLACK WAX PUMP | |
10004106 | M&E -PUMP UNIT-REF POWER UNIT -WATER DRAW SYS | |
10004389 | M&E-I.S.B.L.-INSTRUMENTS-REF-IN-LINE BLENDER | |
99001120 | TANK 204 | |
10011012 | 9TH ROAD CROSSING UPGRADE | |
99000368 | TANK 323 RESTORATION - 2011 | |
10004175 | M&E-I.S.B.L. -LINES, PIPING-REF -PIPELINE | |
10014744 | UPGRADE SPILL CONTAINMENT 2011 | |
10011819 | TK-204 ROOF AND PROTECTIVE COATING TO BOTTOM | |
10011903 | ROOF - TANK 322 | |
10003968 | M&E-TANK:ABV GRNDSTRAGE-REFSLC-OMD TK243 BOTTOM | |
10013154 | TANK 326 (2) PUMPS | |
10003962 | M&E-TANK-REFCAP-SLC-OMD TF2, TK242 FLR REPL | |
10011934 | TK-246 &TK-247 PIPING - ROUTED FOR ULSD #1 | |
10004003 | M&E -TANK: ABV GRND STRAGE-REF-TF2 BOTOM REPL | |
10011967 | TK-204 PIPING - ROUTED TO HSD BLENDER (ULSD CONV) | |
10004030 | M&E -TANK: ABOVE GROUND STORAGE |
Exhibit B – Page 2
Salt Lake Tankage, Salt Lake Rail Rack and Trackage, Salt Lake Refinery Truck Racks
Asset No. | Asset Description | |
10004137 | M&E -PIPING FAC TO GET ISOBUTANE TO BLENDING | |
10004332 | M&E-I.S.B.L.-LINES,PIPING-REF-WATER DRAW SYS | |
10004004 | M&E -TANK: ABV GRND STRAGE-REF-TF2 BOTTOM REPL | |
99000357 | TANK 243 RESTORATION - 2010 | |
10004328 | M&E-I.S.B.L.-LINES,PIPING-REF-OFF-TEST LINE | |
10004311 | M&E-I.S.B.L.-LINES,PIPING-REF-IN-LINE BLENDER | |
10002568 | UNITEDMS-B 4” DISTILLATE PIPELINE PUMP | |
10004284 | M&E-I.S.B.L.-LINES,PIPING-REF-TF3 ALKYLATE LP | |
10003966 | M&E-TANK-SLC-TANK 245 SECONDRY CONTAINMNT BOTTOM | |
10002991 | 9TH ROAD CROSSING UPGRADE - PIPING | |
10004123 | M&E -PROCESS UNIT COST CONST- NEW BLACK WAX PUMP | |
10013059 | UPGR TANK CONTAINMENT SYS - ADJACENT TANKS 206/268 | |
10003964 | M&E-TANK:ABV GRNDSTRAGE-CAP-SLC-OMD TK209 BOTTOM | |
10003969 | M&E -TANK: ABV GRND STRAGE-REF ABV GRND STRAGE - | |
10003999 | M&E -TANK: ABV GRND STRAGE-REF TANK -LSDHF | |
10011715 | ULTRAFORMATE 6“RUNDOWNLINE-OMD CONTRL RM TO TK298 | |
10004300 | M&E-I.S.B.L.-LINES,PIPING-REF-UPGRADE@TANK206 | |
10004196 | M&E-I.S.B.L. -LINES, PIPING-REF I.S.B.L.: - | |
10004024 | M&E -TANK: ABOVE GROUND STORAGE | |
10012940 | PIPING FROM TANK 211 TO PIPELINE | |
10004126 | M&E -PROC UNIT COST CONST- TF2, TK 141 BOTTOM REPL | |
10004025 | M&E -TANK: ABOVE GROUND STORAGE | |
10014260 | TANK GAUGING UPGRADES 2008 | |
10013145 | REMOTE TELEMETRY UNIT 3 - LEVEL TRANSMITTER | |
10004169 | M&E - REFCAP-SLC-OMD TURBO RUNDOWN EXPANSION | |
10004026 | M&E -TANK: ABV GRND STRAGE-REF TANK -INTERNAL | |
10004010 | M&E -TANK: ABV GRND STRAGE-REF TANK -STEEL BOTTOM | |
10004290 | M&E-I.S.B.L.-LINES,PIPING-REF-TANK FARM NO 2 | |
10003961 | M&E-TANK-REF TF3 TK307 BOTTOM REPL & INTERNL COAT. | |
10004013 | M&E -TANK: ABV GRND STRAGE-REF-NEW BOTTOM&ROOF | |
10022472 | TANK 190 | |
10003956 | M&E -PIPING 1997 OMD MCI | |
10004000 | M&E -TANK: ABV GRND STRAGE-REF-142 BOT REPLACE | |
10002570 | SECONDARY FLOOR - TANK # 252 | |
10010218 | REPLACE PRIMARY AND SECONDARY SEAL IN TANK 326 | |
10003970 | M&E -TANK: ABV GRND STRAGE-REF | |
10004128 | M&E- REF TK 141 CONVERSN TO RR 40/LCCO | |
10004088 | M&E -PUMP UNIT-REF POWER UNIT-P-857 TK FARM#3 | |
10004390 | M&E-I.S.B.L.-INSTRUMENTS-REF-IN-LINE-BLENDER | |
10004335 | M&E-I.S.B.L. -LINES, PIPING-REF -TANK 206 |
Exhibit B – Page 3
Salt Lake Tankage, Salt Lake Rail Rack and Trackage, Salt Lake Refinery Truck Racks
Asset No. | Asset Description | |
10004028 | M&E -TANK: ABV GRND STRAGE-REF-PH 79 CKM0865 | |
10003981 | M&E -TANK: ABV GRND STRAGE-REF TANK -FOAM DAM | |
10011469 | ROAD CROSSING - TANK FARM # 2 | |
10004351 | M&E-I.S.B.L. -LINES, PIPING-REF-TF2 | |
10003982 | M&E -TANK: ABV GRND STRAGE-REF TANK-NEW BOTTOM | |
10003993 | M&E -TANK: ABV GRND STRAGE-REF -PRIM/SEC SEALS | |
10004310 | M&E-I.S.B.L.-LINES,PIPING-REF-INLINE BLENDER | |
10004021 | M&E -TANK: ABOVE GROUND STORAGE | |
10002571 | SECONDARY FLOOR - TANK # 308 | |
10003973 | M&E -TANK: ABV GRND STRAGE-REF -SECONDARY SEAL | |
10003971 | M&E -TANK: ABV GRND STRAGE-REF | |
10003988 | M&E -TANK: ABV GRND STRAGE-REF -PRIMARY/SC SEAL | |
10004017 | M&E -TANK: ABV GRND STRAGE-REF TANK -PIPING | |
10004049 | M&E -TANK: ABV GRND STRAGE-REF TANK -STEAM HEAT | |
10004298 | M&E-I.S.B.L.-LINES,PIPING-REF-TF2 12” 1000’ | |
10005760 | OMD 813 A/B/C LOW FLOW SWITCH | |
10004046 | M&E -TANK: ABV GRND STRAGE-REF-HTG LEVEL SYS | |
10004012 | M&E -TANK: ABV GRND STRAGE-REF TANK-NEW BOTTOM | |
10003998 | M&E -TANK: ABV GRND STRAGE-REF-HTG LEVEL SYS | |
10004029 | M&E -TANK: ABV GRND STRAGE-REF -FIBERGLASS BTM | |
10003967 | M&E-TANK-CAP-SLC-OMD PLATFRMS AT TK188 & TK246 | |
10004355 | M&E-I.S.B.L. -LINES, PIPING-REF-TF #2&3 | |
10003972 | M&E -TANK: ABV GRND STRAGE-REF TANK -EXTERNAL | |
10004164 | M&E-I.S.B.L.-INSTR-REF GASOLINE COMPOSITOR | |
10004007 | M&E -TANK: ABOVE GROUND STORAGE | |
10004329 | M&E-I.S.B.L.-LINES,PIPING-REF-MTBE CTL VALVE | |
10004034 | M&E -TANK: ABV GRND STRAGE-REF -FIBERGLASS BTM | |
10004297 | M&E-I.S.B.L.-LINES,PIPING-REF-TF2 12” X 650’ | |
10004127 | M&E-TF2, TK 297 PRIMARY SEAL REPL & INTRNL COATNG | |
10004155 | M&E -LINES, ELECTRICAL LINES:-TF3 PUMP STA | |
10004047 | M&E -TANK: ABV GRND STRAGE-REF-SN-90A2968501 | |
10004327 | M&E-I.S.B.L. -LINES, PIPING-REF-TF2 TF3 | |
10004044 | M&E -TANK: ABOVE GROUND STORAGE | |
10003965 | M&E-TANK-REFCAP-SLC-OMD-TK328 SEAL REPL | |
10005764 | OMD-U/GT-329 RV & PIPING | |
10004089 | M&E -PUMP UNIT-REF POWER UNIT-P-860ATK FARM#3 | |
10003995 | M&E -TANK: ABV GRND STRAGE-REF -RING REPLACEMNT | |
10004353 | M&E-I.S.B.L.-LINES,PIPING-REF-TF2 INSULATED | |
10004356 | M&E-I.S.B.L.-LINES,PIPING-REF-TF#3 RELOCATE | |
10004294 | M&E-I.S.B.L.-LINES,PIPING-REF-TANK FARM NO 3 |
Exhibit B – Page 4
Salt Lake Tankage, Salt Lake Rail Rack and Trackage, Salt Lake Refinery Truck Racks
Asset No. | Asset Description | |
10004016 | M&E -TANK: ABV GRND STRAGE-REF -ALTAMONT CRUDE | |
10004027 | M&E -TANK: ABV GRND STRAGE-REF TANK -INTERNAL | |
10004051 | M&E -TANK: ABV GRND STRAGE-REF -UNLOADING PIPE | |
10003974 | M&E -TANK: ABV GRND STRAGE-REF -SECONDARY SEAL | |
10003978 | M&E -TANK: ABV GRND STRAGE-REF -HEIGHT EXTENSIN | |
10004463 | M&E-GARAGE, SERV TOOLS &EQPT-REF-OVERFLOW BASIN | |
10014057 | OMD LIFT STATION LEVEL TRANSMITTERS | |
10004061 | M&E -PUMP UNIT-REF POWER UNIT-TK FARM #3 | |
10003336 | M&E-TANK:ABOVE GROUNDSTRAGE-REF FOUNDATIONS | |
10003076 | UPGRADE J818 PUMP AT TANK 190 | |
10003990 | M&E -TANK: ABOVE GROUND STORAGE | |
10004371 | M&E-I.S.B.L.-INSTRUMENTS-REF-TF3 LIGHTNG U/G | |
10004081 | M&E -PUMP UNIT-REF POWER UNIT-6” PRODUCTS PL | |
10004070 | M&E -PUMP UNIT-REF POWER UNIT-P-751 8” PROD PL | |
10004084 | M&E -PUMP UNIT-REF POWER UNIT-P-751 8” PROD PL | |
10003987 | M&E -TANK: ABV GRND STRAGE-REF TANK -90A2965501 | |
10004009 | M&E -TANK: ABV GRND STRAGE-REF -JENSEN605-1.5 | |
10004035 | M&E -TANK: ABV GRND STRAGE-REF -MODEL 308RSES30 | |
10004430 | M&E-I.S.B.L.-INSTRUMENTS-REF-OMD-TAS TERMNAL | |
10004350 | M&E-I.S.B.L. -LINES, PIPING-REF -TANK 246 | |
10003976 | M&E -TANK: ABV GRND STRAGE-REF -SEAL EXTENSION | |
10003991 | M&E -TANK: ABV GRND STRAGE-REF TANK -TANK LEVEL | |
10003983 | M&E -TANK: ABV GRND STRAGE-REF -PRIMARY SEALS | |
10004020 | M&E -TANK: ABV GRND STRAGE-REF TANK -CONE ROOF | |
10011641 | HONEYWELL BLENDING SYSTEM - COMPUTER HARDWARE | |
10003339 | M&E -TANK: ABOVE GROUND STORAGE | |
10004393 | M&E-I.S.B.L.-INSTRUMENTS-REF-BUTANE BLENDING | |
10004006 | M&E -TANK: ABV GRND STRAGE-REF -JENSEN620-VA20 | |
10004240 | M&E-I.S.B.L.-LINES,PIPING-REF-6” & 8” PROD U/G | |
10004286 | M&E-I.S.B.L. -LINES, PIPING-REF-TF #2 | |
10004014 | M&E -TANK: ABV GRND STRAGE-REF TANK-TK 252 DIKE | |
10004065 | M&E -PUMP UNIT-REF POWER UNIT-TFBLENDER-1 | |
10004018 | M&E -TANK: ABV GRND STRAGE-REF TANK -TANK 243 | |
10003996 | M&E -TANK: ABOVE GROUND STORAGE | |
10004033 | M&E -TANK: ABV GRND STRAGE-REF TANK -VALVES | |
10004321 | M&E-I.S.B.L. -LINES, PIPING-REF -TANK 141 | |
10003975 | M&E -TANK: ABV GRND STRAGE-REF TANK -FOAM DAM | |
10003985 | M&E -TANK: ABV GRND STRAGE-REF -JENSENF-605-5 | |
10003989 | M&E -TANK: ABV GRND STRAGE-REF -SECONDARY SEAL | |
10004050 | M&E -TANK: ABV GRND STRAGE-REF -STEAM HEAT TRAC |
Exhibit B – Page 5
Salt Lake Tankage, Salt Lake Rail Rack and Trackage, Salt Lake Refinery Truck Racks
Asset No. | Asset Description | |
10003337 | M&E -TANK: ABOVE GROUND STORAGE | |
10003979 | M&E -TANK: ABV GRND STRAGE-REF TANK-DEA STORAGE | |
10004160 | M&E -LINES, ELECTRICAL LINES:-TF2 TANKS | |
10004336 | M&E-I.S.B.L.-LINES,PIPING-REF-T #190 JUMPOVER | |
10004085 | M&E -PUMP UNIT-REF POWER UNIT-TK FARM3#2 | |
10004337 | M&E-I.S.B.L. -LINES, PIPING-REF -TANK 325 | |
10003980 | M&E -TANK: ABV GRND STRAGE-REF -SECONDARY SEAL | |
10004002 | M&E -TANK: ABV GRND STRAGE-REF TANK -TANK BOTTOM | |
10003958 | M&E -TOWER-REF TOWER -LSDHF BLNDR TWR | |
10004045 | M&E -TANK: ABV GRND STRAGE-REF -INLET MANIFOLD | |
10004052 | M&E -TANK: ABV GRND STRAGE-REF -BUTANE BLANKET | |
10004402 | M&E-I.S.B.L.-INSTRUMENTS-REF -COMP. SAMPLER | |
10004115 | M&E-PROCESS UNIT COSTCONST-AOC -OCTANE BLENDER | |
10012334 | TK-246 &TK-247 PIPING - ROUTED FOR ULSD #1 | |
10004326 | M&E-I.S.B.L.-LINES,PIPING-REF-T325JP-4FILTER | |
10004415 | M&E-I.S.B.L.-INSTRUMENTS-REF-AVGAS BLENDING | |
10003992 | M&E -TANK: ABV GRND STRAGE-REF -PRIMARY/SE SEAL | |
10004001 | M&E -TANK: ABV GRND STRAGE-REF TANK -TANK BOTTOM | |
10004068 | M&E -PUMP UNIT-REF POWER UNIT-TFBLENDER-1 | |
10004334 | M&E-I.S.B.L.-LINES,PIPING-REF-T-325 JUMPOVER | |
10004120 | M&E -PROCESS UNIT COST CONST-TANK 309 | |
10004161 | M&E -LINES, ELECTRICAL LINES:-TF3 TK 309 PUMP | |
10003338 | M&E -TANK: ABOVE GROUND STORAGE | |
10004015 | M&E -TANK: ABV GRND STRAGE-REF TANK -TANK 243 | |
10004154 | M&E -LINES, ELECTRICAL LINES:-TF4 FLOOD LIGHT | |
10004323 | M&E-I.S.B.L. -LINES, PIPING-REF -TANK 309 | |
10004341 | M&E-I.S.B.L.-LINES,PIPING-REF-325TK CROSSOVER | |
10004022 | M&E -TANK: ABV GRND STRAGE-REF TANK-ULR SERVICE | |
10004330 | M&E-I.S.B.L.-LINES,PIPING-REF-T-325 JUMPOVER | |
10004345 | M&E-I.S.B.L.-LINES,PIPING-REF-WATER SUC TF4 | |
10003340 | M&E -TANK: ABOVE GROUND STORAGE | |
10003984 | M&E -TANK: ABOVE GROUND STORAGE | |
10004074 | M&E -PUMP UNIT-REF PUMP POWERUNIT-TK-206 | |
10003986 | M&E -TANK: ABOVE GROUND STORAGE | |
10004011 | M&E -TANK: ABV GRND STRAGE-REF TANK -INSTALLATION | |
10004039 | M&E -TANK: ABV GRND STRAGE-REF TANK -LOWER LEGS | |
10004086 | M&E -PUMP UNIT-REF POWER UNIT-TK FARM #2 | |
99001185 | TANK 212 TURNAROUND | |
10020133 | NEW PIPING FOR OLEFINS | |
10004347 | M&E-I.S.B.L.-LINES,PIPING-REF-156-188-268-322 |
Exhibit B – Page 6
Salt Lake Tankage, Salt Lake Rail Rack and Trackage, Salt Lake Refinery Truck Racks
Asset No. | Asset Description | |
10002560 | SECONDARY BOTTOM & COATING - TANK # 158 | |
10023600 | TANK 245 ABOVE GROUND TANK | |
10020108 | J-928G - YELLOW WAX CHARGE PUMPS | |
10020109 | J-928H - YELLOW WAX CHARGE PUMPS | |
10020110 | J-928E - BLACK WAX CHARGE PUMPS | |
10020111 | J-928F - BLACK WAX CHARGE PUMPS | |
10020317 | J-878A BOOSTER PUMP | |
10004121 | M&E-PROCESS UNIT COSTCONST-AOC -J809 PRESSUR SW | |
10004075 | M&E -PUMP UNIT-REF POWER UNIT -J823B 3HP | |
10004107 | M&E -PUMP UNIT-REF POWER UNIT -J892 PUMP | |
10005741 | J-813 & J813A MOTOR STARTERS | |
10004346 | M&E-I.S.B.L. -LINES, PIPING-REF-TF 2 & 3 | |
10002807 | PRIMARY & SECONDARY SEALS FOR TANK #298 | |
10017856 | SLC ETHANOL RATIO BLENDING PIPING & EQUIPMENT | |
10017855 | SLC ETHANOL RATIO BLENDING SKIDS | |
10016669 | ETHANOL RAIL UNLOADING RACK | |
10023825 | PIPING FOR SAFETY SHOWER -ETHANOL UNLDG RACK | |
99000880 | TANK 142 TURNAROUND IN 2014 | |
10004487 | M&E-GARAGE, SERV TOOLS &EQPT-REF-142 TK FIREWALL | |
10005749 | RELOCATE TK 155 OOS PRESSURE VENT | |
10005681 | M&E-PROCESS UNIT COSTCONST-AOC-TF2 PIPING T245 | |
99000762 | TANK 291 YEAR 2013 TURNAROUND | |
99001737 | TANK 328 ABOVE GROUND STORAGE TANK | |
99001540 | TANK 330 TURNAROUND | |
99001540 | TANK 330 TURNAROUND | |
10020317 | J-878A BOOSTER PUMP | |
TBD | TANK 427D |
Exhibit B – Page 7
Salt Lake Tankage, Salt Lake Rail Rack and Trackage, Salt Lake Refinery Truck Racks
EXHIBIT C
LARW Tankage and LARC Tankage
LARW Rail Rack and Trackage & LARC Rail Rack and Trackage
LARW LPG Truck Rack & LARC LPG Truck Rack
Asset No. | Asset Description | |
10013233 | Offsites - Buildings - 241 RP&S Control Room | |
10013238 | Offsites - Buildings - BlenderIn-Line | |
10013251 | Offsites - Blending | |
10013258 | Offsites - Onsite Piping | |
10013271 | Offsites - Pumps | |
10013281 | Offsites - Tankage -TK-000476 | |
10013303 | Offsites - Tankage -TK-007501 | |
10013304 | Offsites - Tankage -TK-011000 | |
10013305 | OFFSITES - TANKAGE -TK-011001 LCO | |
10013306 | Offsites - Tankage -TK-011002 | |
10013307 | OFFSITES - TANKAGE -TK-011003 DIESEL | |
10013308 | Offsites - Tankage -TK-011004 | |
10013309 | Tank -TK-013500 FIRE WATER | |
10013310 | TANK 013501 FIRE WATER | |
10013311 | Offsites - Tankage -TK-013502 | |
10013312 | Offsites - Tankage -TK-013503 | |
10013313 | Offsites - Tankage -TK-013504 | |
10013314 | Offsites - Tankage -TK-013505 | |
10013315 | OFFSITES - TANKAGE -TK-013506 JET FUEL | |
10013316 | Offsites - Tankage -TK-013507 | |
10013317 | OFFSITES - TANKAGE -TK-013508 AVGAS | |
10013318 | Offsites - Tankage -TK-013509 | |
10013319 | Offsites - Tankage -TK-013510 | |
10013320 | TANK 013511 BRINE WATER TANK | |
10013321 | Offsites - Tankage -TK-013512 | |
10013330 | Offsites - Tankage -TK-036001 | |
10013331 | OFFSITES - TANKAGE -TK-036002 JET A | |
10013332 | Offsites - Tankage -TK-076000 | |
10013333 | Offsites - Tankage -TK-080034 | |
10013334 | Offsites - Tankage -TK-080038 | |
10013335 | Offsites - Tankage -TK-080039 | |
10013336 | Offsites - Tankage -TK-080042 | |
10013338 | OFFSITES - TANKAGE -TK-080044 GASOLINE | |
10013339 | Offsites - Tankage -TK-080049 |
Exhibit C – Page 1
LARW and LARC Tankage
LARW Rail Rack and Trackage & LARC Rail Rack and Trackage
LARW LPG Truck Rack & LARC LPG Truck Rack
Asset No. | Asset Description | |
10013340 | Offsites - Tankage -TK-080050 | |
10013341 | Offsites - Tankage -TK-080051AZ-BOB | |
10013342 | Offsites - Tankage -TK-080055 | |
10013343 | OFFSITES - TANKAGE -TK-080062 NAPTHA | |
10013344 | OFFSITES - TANKAGE -TK-080063 HS CAT FEED | |
10013345 | Offsites - Tankage -TK-080064 | |
10013346 | Tank 080065 | |
10013347 | Offsites - Tankage -TK-080065 Resid | |
10013348 | Offsites - Tankage -TK-080066 | |
10013349 | Offsites - Tankage -TK-080067 | |
10013350 | Offsites - Tankage -TK-080069 | |
10013351 | Offsites - Tankage -TK-080070 AVJET A | |
10013352 | Offsites - Tankage -TK-080077 | |
10013353 | Offsites - Tankage -TK-080078 | |
10013354 | OFFSITES - TANKAGE -TK-080080 CRUDE | |
10013355 | Offsites - Tankage -TK-080081 | |
10013356 | Offsites - Tankage -TK-080083 | |
10013357 | Offsites - Tankage -TK-080084 SLOP | |
10013358 | Offsites - Tankage -TK-080085 | |
10013359 | Offsites - Tankage -TK-080087 | |
10013360 | Offsites - Tankage -TK-080089 | |
10013361 | Offsites - Tankage -TK-080090 | |
10013362 | Offsites - Tankage -TK-080091 | |
10013363 | Offsites - Tankage -TK-080209 | |
10013364 | OFFSITES - TANKAGE -TK-080210 GASOLINE | |
10013365 | Offsites - Tankage -TK-080211 | |
10013366 | Offsites - Tankage -TK-080212 | |
10013367 | OFFSITES - TANKAGE -TK-080213 NAPTHA | |
10013368 | Offsites - Tankage -TK-080214 Naptha | |
10013369 | Offsites - Tankage -TK-080215 | |
10013370 | Offsites - Tankage -TK-080217 - FCCU Hvy Naptha | |
10013371 | Offsites - Tankage -TK-080219 | |
10013372 | OFFSITES - TANKAGE -TK-080220 CARBOB | |
10013373 | OFFSITES - TANKAGE -TK-080221 REFORMER CHARGE | |
10013374 | Offsites - Tankage -TK-096000 | |
10013375 | Offsites - Tankage -TK-096059 | |
10013376 | Offsites - Tankage -TK-118066 | |
10013377 | Offsites - Tankage -TK-125002 | |
10013378 | Offsites - Tankage -TK-125003 | |
10013379 | OFFSITES - TANKAGE -TK-125004 HTU NAPTHA |
Exhibit C – Page 2
LARW and LARC Tankage
LARW Rail Rack and Trackage & LARC Rail Rack and Trackage
LARW LPG Truck Rack & LARC LPG Truck Rack
Asset No. | Asset Description | |
10013384 | OFFSITES - TANKAGE -TK-020426 SOUR WATER | |
10013387 | Offsites - Vapor Recovery Unit | |
10013432 | RP&S: MOV FORP-1692 | |
10013448 | GEN PLT, Gasoline Blendin | |
10013456 | P/L PIG LAUNCHER & RECEIVER - AT REFINERY | |
10013472 | TANK 7501 DOUBLE BOTTOM | |
10013473 | TANK 13505 DOUBLE BOTTOM | |
10013474 | TANK 80034 DOUBLE BOTTOM | |
10013475 | TK 80217 - DOUBLE TANK BOTTOM NAPHTHA | |
10013477 | TANK 80216 - ALUMINUM DOME | |
10013478 | TANK 96000 - ALUMINUM DOME | |
10013543 | TANK 80216 - ALUMINUM DOME REFORMATE | |
10013544 | TANK 7501 DOUBLE BOTTOM | |
10013545 | TANK 13505 DOUBLE BOTTOM CRU 2/3 LT. NAPHTNA | |
10013563 | TANK 80034 DOUBLE BOTTOM | |
10013564 | TK 80217 - DOUBLE TANK BOTTOM | |
10013567 | TANK 96000 - ALUMINUM DOME GASOLINE | |
10013608 | RPS Analyzers and Instrumentation | |
10013646 | 80084 SAAB TANK RADAR PRO GAUGE | |
10013647 | 80062 SAAB TANK RADAR PRO GAUGE | |
10013648 | 80085 SAAB TANK RADAR PRO GAUGE | |
10013649 | 80070 SAAB TANK RADAR PRO GAUGE | |
10013650 | 36002 SAAB TANK RADAR PRO GAUGE | |
10013651 | 80068 SAAB TANK RADAR PRO GAUGE | |
10013652 | 80058 REX LEVEL GAUGES | |
10013653 | 80080 SAAB TANK RADAR PRO GAUGE | |
10013654 | 80219 SAAB TANK RADAR PRO GAUGE | |
10013655 | 80081 SAAB TANK RADAR PRO GAUGE | |
10013656 | 80089 SAAB TANK RADAR PRO GAUGE | |
10013657 | 80063 SAAB TANK RADAR PRO GAUGE | |
10013658 | 80061 SAAB TANK RADAR PRO GAUGE | |
10013659 | 80067 SAAB TANK RADAR PRO GAUGE | |
10013660 | 7201 SAAB TANK RADAR PRO GAUGE | |
10013661 | 80083 SAAB TANK RADAR PRO GAUGE | |
10013662 | 80065 REX LEVEL GAUGES | |
10013663 | 80064 REX LEVEL GAUGES | |
10013664 | 80082 REX LEVEL GAUGES | |
10013665 | 7501 SAAB TANK RADAR PRO GAUGE | |
10013666 | 80079 SAAB TANK RADAR PRO GAUGE | |
10013667 | 80066 REX LEVEL GAUGES |
Exhibit C – Page 3
LARW and LARC Tankage
LARW Rail Rack and Trackage & LARC Rail Rack and Trackage
LARW LPG Truck Rack & LARC LPG Truck Rack
Asset No. | Asset Description | |
10013671 | 80087 SAAB TANK RADAR PRO GAUGE | |
10013674 | 80084 SAAB TANK RADAR PRO GAUGE | |
10013675 | 80062 SAAB TANK RADAR PRO GAUGE | |
10013676 | 80085 SAAB TANK RADAR PRO GAUGE | |
10013677 | 80070 SAAB TANK RADAR PRO GAUGE | |
10013678 | 36002 SAAB TANK RADAR PRO GAUGE | |
10013679 | 80068 SAAB TANK RADAR PRO GAUGE | |
10013680 | 80058 REX LEVEL GAUGES | |
10013681 | 80080 SAAB TANK RADAR PRO GAUGE | |
10013682 | 80219 SAAB TANK RADAR PRO GAUGE | |
10013683 | 80081 SAAB TANK RADAR PRO GAUGE | |
10013684 | 80089 SAAB TANK RADAR PRO GAUGE | |
10013685 | 80063 SAAB TANK RADAR PRO GAUGE | |
10013686 | 80061 SAAB TANK RADAR PRO GAUGE | |
10013687 | 80067 SAAB TANK RADAR PRO GAUGE | |
10013688 | 7201 SAAB TANK RADAR PRO GAUGE | |
10013689 | 80083 SAAB TANK RADAR PRO GAUGE | |
10013690 | 80065 REX LEVEL GAUGES | |
10013691 | 80064 REX LEVEL GAUGES | |
10013692 | 80082 REX LEVEL GAUGES | |
10013693 | 7501 SAAB TANK RADAR PRO GAUGE | |
10013694 | 80066 REX LEVEL GAUGES | |
10013695 | 80087 SAAB TANK RADAR PRO GAUGE | |
10013817 | TANK 80090 DOUBLE BOTTOM | |
10013818 | TANK 80066 DOUBLE BOTTOM | |
10013819 | TANK 80049 DOUBLE BOTTOM | |
10013820 | TANK 96000 DOUBLE BOTTOM | |
10013880 | P-1691 CENTRIFUGAL PUMP - HORIZONTAL | |
10013927 | TRANSMIX 600’ PIPING & 3” VALVE | |
10013928 | TRANSMIX TRANSMITTER(72-FT924) | |
10014112 | 72PV-0532 MINIMUM FLOW BYPASS | |
10014113 | 72FV-1302 FLOW CONTROL VALVE | |
10014114 | 72FT-1302 WEDGE METER/ TRANSMITTER | |
10014115 | 72FV-1303 FLOW CONTROL VALVE | |
10014116 | 72FT-1303 WEDGE METER/ TRANSMITTER | |
10014117 | 72PV-1304 MINIMUM FLOW BYPASS | |
10014118 | 72FV-1301 HVY CRUDE CONTROL VALVE (RP&S) | |
10014119 | 72FT-1301 WEDGE METER/TRANSMITTER | |
10014120 | 72FV-1306 FLOW CONTROL VALVE | |
10014121 | 72FT-1306 WEDGE METER/TRANSMITTER |
Exhibit C – Page 4
LARW and LARC Tankage
LARW Rail Rack and Trackage & LARC Rail Rack and Trackage
LARW LPG Truck Rack & LARC LPG Truck Rack
Asset No. | Asset Description | |
10014132 | Offsites - Tankage -TK-080216 CRU HN | |
10014314 | TRANSMIX 600’ PIPING & 3” VALVE | |
10014340 | TK-80090-RP&S FLOATING ROOF STORAGE TANK FUEL OIL | |
10014341 | TK-76000 - RP&S DOUBLE BOTTOM INSTALLATION | |
10014348 | TK-80083 - RP&S FIXED ROOF STORAGE TANK - SLOP OIL | |
10014349 | RPS-2 ILB FTIR ANALYZER 72AIT613 | |
10014350 | RPS-2 ILB FTIR ANALYZER 72AIT614 | |
10014351 | RPS-2 ILB FTIR ANALYZERS PLC 72LCP612 | |
10014425 | TK-80211 GASOLINE DOUBLE BOTTOM | |
10014427 | TANK - 80069 SLOP | |
10014777 | FIRE FOAM PIPING FOR TANK 80212 | |
10014778 | FIRE FOAM PIPING FOR TANK 80216 | |
10014779 | FIRE FOAM PIPING FOR TANK 96000 | |
10014780 | TK-80068 | |
10014783 | TK-80071 CRUDE | |
10015027 | TANK 80075 | |
10015028 | MIXERS(ME-931 ANDME-932) FOR TANK 80075 | |
10015029 | SAMPLE PUMPP-3619 FOR TANK 80075 | |
10015030 | PIPING / ELECTRICAL - TANK 80075 | |
10015031 | INSTRUMENTATION AND AUTOMATION - TANK 80075 | |
10015032 | TANK 80079 CRUDE | |
10015033 | TANK 80079 MIXERSME-919 ANDME-920 | |
10015034 | SAMPLE PUMPP-3583 FOR TANK 80079 | |
10015035 | TANK 80079 PIPING / ELECTRICAL | |
10015036 | TANK 80079 INSTRUMENTATION AND AUTOMATION | |
10015043 | TANK 80076 | |
10015044 | TANK 80076 SAMPLE PUMPP-3583 & MOTORM-4572 | |
10015045 | TANK 80076 MIXERS & MOTORSME-921/922,M-4568/4569 | |
10015046 | TANK 80076 PIPING / ELECTRICAL | |
10015047 | TANK 80076 AUTOMATIC GAUGING | |
10015255 | TANK 80058 | |
10015256 | TANK 80058 ELECTRICAL | |
10015257 | TK 80058 SAMPLE PUMPP-3617 MOTORM-4598/4596/4597 | |
10015258 | TK 80058 PIPING | |
10015259 | TANK 80058 GAUGE INSTRUMENTATION AND AUTOMATION | |
10015260 | TANK 80214 ELECTRICAL | |
10015261 | TANK 80214 DOUBLE BOTTOM | |
10015262 | TANK 80214 PUMPP-3616 AND MOTORM-4596 | |
10015263 | TANK 80214 PIPING | |
10015264 | TANK 80214 GAUGING INSTRUMENTATION AND AUTOMATION |
Exhibit C – Page 5
LARW and LARC Tankage
LARW Rail Rack and Trackage & LARC Rail Rack and Trackage
LARW LPG Truck Rack & LARC LPG Truck Rack
Asset No. | Asset Description | |
10015804 | TANK 80216 DOUBLE BOTTOM | |
10015805 | TANK 80216 INSTRUMENTATION AND GAUGING | |
10015806 | TANK 80216 ELECTRICAL | |
10015807 | TANK 80216 SAMPLE PUMPP-3622M-4609 | |
10015808 | TANK 80216 PIPING | |
10015959 | TANK 80045 WITH FLOATING ROOF | |
10015960 | TANK 80045 INSTRUMENTATION AND ELECTRICAL | |
10015961 | TANK 80045 MIXERME-0935, MOTORM-4606, | |
10015962 | TANK 80045 SAMPLE PUMPP-3621 AND MOTORM-4608 | |
10015963 | TANK 80045 PIPING | |
10015964 | TANK 80045 AUTOMATIC GAUGING | |
10015978 | TANK 80033 DIESEL | |
10015979 | TANK 80033 INSTRUMENTATION AND GAUGING | |
10015980 | TANK 80033 ELECTRICAL | |
10015981 | TANK 80033 PIPING | |
10015982 | TANK 80033 SAMPLE PUMP | |
10015983 | TANK 80033 MIXER AND MOTOR | |
10016540 | TANK 80072 | |
10016541 | TANK 80072 SAMPLE PUMP MOTORP-3620M-4605 | |
10016542 | TANK 80072 MIXERME-933 & MOTORM-4603 | |
10016543 | TANK 80072 MIXERME-934 & MOTORM-4604 | |
10016544 | TANK 80072 ELECTRICAL | |
10016545 | TANK 80072 INSTRUMENTATION AND AUTOMATION | |
10016546 | TANK 80072 PIPING | |
10016548 | TANK 80061 | |
10016549 | TANK 80061 SAMPLE PUMP MOTORP-3637 & MOTORM-4626 | |
10016550 | TANK 80061 MIXERME-940 & MOTORM-4623 | |
10016551 | TANK 80061 ELECTRICAL | |
10016552 | TANK 80061 INSTRUMENTATION AND AUTOMATION | |
10016553 | TANK 80061 PIPING | |
10016577 | TANK 80037 | |
10016578 | TANK 80037 SAMPLE PUMPP-3657 MOTORM-4646 | |
10016579 | MIXERME-948 & MOTORM-4647 | |
10016580 | TANK 80037 ELECTRICAL | |
10016581 | TANK 80037 INSTRUMENTATION AND AUTOMATION | |
10016582 | TANK 80037 PIPING | |
10016583 | TANK 80212 DOUBLE BOTTOM REPLACEMENT | |
10016584 | TANK 80212 ELECTRICAL | |
10016585 | TANK 80212 INSTRUMENTATION AND AUTOMATION | |
10016586 | TANK 80212 PIPING |
Exhibit C – Page 6
LARW and LARC Tankage
LARW Rail Rack and Trackage & LARC Rail Rack and Trackage
LARW LPG Truck Rack & LARC LPG Truck Rack
Asset No. | Asset Description | |
10016632 | RAILROAD TRACKSRR-1175 | |
10016705 | TANK 80082 | |
10016706 | Tank 80082 SAMPLE PUMPP-3639 & MOTORM-4628 | |
10016707 | Tank 80082 Piping | |
10016708 | Tank 80082 MIXERME-942 & MOTORM-4625 | |
10016709 | Tank 80082 MIXERME-943 & MOTORM-4630 | |
10016710 | Tank 80082 ELECTRICAL | |
10016711 | Tank 80082 INSTRUMENTATION AND AUTOMATION | |
10016721 | TANK 80042 RADAR GAUGES | |
10016723 | TANK 80044 RADAR GAUGES | |
10016724 | TANK 80045 RADAR GAUGES | |
10016725 | TANK 80049 RADAR GAUGES | |
10016726 | TANK 80050 RADAR GAUGES | |
10016727 | TANK 80051 RADAR GAUGES | |
10016728 | TANK 80055 RADAR GAUGES | |
10016729 | TANK 80057 RADAR GAUGES | |
10016730 | TANK 80209 RADAR GAUGES | |
10016731 | TANK 80210 RADAR GAUGES | |
10016732 | TANK 80211 RADAR GAUGES | |
10016733 | TANK 80212 RADAR GAUGES | |
10016734 | TANK 80213 RADAR GAUGES | |
10016735 | TANK 80214 RADAR GAUGES | |
10016736 | TANK 80215 RADAR GAUGES | |
10016737 | TANK 80216 RADAR GAUGES | |
10016738 | TANK 80217 RADAR GAUGES | |
10016739 | TANK 80220 RADAR GAUGES | |
10016740 | TANK 80221 RADAR GAUGES | |
10016741 | TANK 96000 RADAR GAUGES | |
10016742 | TANK 96059 RADAR GAUGES | |
10016743 | TANK 125002 RADAR GAUGES | |
10016744 | TANK 125003 RADAR GAUGES | |
10016745 | TANK 125004 RADAR GAUGES | |
10016922 | TANK 80057 | |
10016923 | TK 80057 SAMPLE PUMPP-3638 &M-4627 | |
10016924 | TK 80057 MIXERME-941 & MOTORM-4624 | |
10016925 | TANK 80057 ELECTRICAL | |
10016926 | TANK 80057 INSTRUMENTATION AND AUTOMATION | |
10016927 | TANK 80057 PIPING | |
10017129 | RP&S UGH PIPING | |
10017164 | TANK 80033 FOAM PIPING |
Exhibit C – Page 7
LARW and LARC Tankage
LARW Rail Rack and Trackage & LARC Rail Rack and Trackage
LARW LPG Truck Rack & LARC LPG Truck Rack
Asset No. | Asset Description | |
10017668 | FOAM PIPING TK 80075 | |
10017669 | FOAM PIPING TK 80071 | |
10017670 | TK ROOF 13505 | |
10017672 | TK ROOF 80066 | |
10017673 | FOAM PIPING TK 80090 | |
10017674 | FOAM PIPING TK 80090 ADDTL COST | |
10017675 | FOAM PIPING TK 13505 | |
10017676 | FOAM PIPING TK 80066 | |
10017718 | FOAM PIPING TK 80076 | |
10017915 | RP&S FIREWATER PIPING - PH2-3 | |
10018771 | RP&S WATER DRAW LINES NTF | |
10019386 | TK 80219 SLUDGE IMPROVEMENTS-PIPING | |
10019394 | LINE-51 PRESSURE RELIEF VALVE TAG#R-7129 | |
10019395 | LINE-51 PRESSURE RELIEF VALVE TAG#R-7130 | |
10019396 | LINE-51 PIPING | |
10019400 | RP&S TK 80219 DOUBLE BOTTOM | |
10019510 | LAR-W TANK FARM-SYSTEM 1 PIPING | |
10019511 | LAR-W TANK FARM-SYSTEM 3 PIPING | |
10019512 | LAR-W TANK FARM-SYSTEM 4 PIPING | |
10019513 | LAR-W TANK FARM-SYSTEM 5 PIPING | |
10019514 | LAR-W TANK FARM-SYSTEM 6 PIPING | |
10019515 | LAR-W TANK FARM-SYSTEM 7 PIPING | |
10019991 | INLINE BLENDING RVP ANALYZER ELEMENT72-AE-0658A | |
10019992 | INLINE BLENDING RVP ANALYZER ELEMENT72-AE-0658B | |
10019993 | INLINE BLENDING RVP ANALYZER TRANSMITTER72-AT-065 | |
10019994 | INLINE BLENDING RVP ANALYZER SAMPLE CON72-AU-0658 | |
10020138 | SLUDGE PIPING REROUTE FROMTK-7501 &TK-7201 | |
10020144 | 3 10’ CONNECT PIPELINE CARSON TERMINAL 2 LNS 28/32 | |
10020323 | 8,200’ PIPELINE EXT OF 71R/79R @ VAULT 252 TO LARW | |
10021447 | E51 7130 RVRE-ROUTE TO SLOPS- 42FT-6 INCH PIPE | |
10021659 | TANK 776 TRANSMITTERS -TANK GAUGING-PHASE III | |
10021660 | TANK 777 TRANSMITTERS -TANK GAUGING-PHASE III | |
10021661 | TANK 778 TRANSMITTERS -TANK GAUGING-PHASE III | |
10021662 | TANK 779 TRANSMITTERS -TANK GAUGING-PHASE III | |
10021663 | TANK 780 TRANSMITTERS -TANK GAUGING-PHASE III | |
10021664 | TANK 1501 TRANSMITTERS -TANK GAUGING-PHASE III | |
10021665 | TANK 1502 TRANSMITTERS -TANK GAUGING-PHASE III | |
10021666 | TANK 1503 TRANSMITTERS -TANK GAUGING-PHASE III | |
10021667 | TANK 6000 TRANSMITTERS -TANK GAUGING-PHASE III | |
10021668 | TANK 6001 TRANSMITTERS -TANK GAUGING-PHASE III |
Exhibit C – Page 8
LARW and LARC Tankage
LARW Rail Rack and Trackage & LARC Rail Rack and Trackage
LARW LPG Truck Rack & LARC LPG Truck Rack
Asset No. | Asset Description | |
10022407 | METHANOL INJECTION FOUNDATION | |
10022420 | HCU TO TK 80035 6” LINE - 110 FT | |
10022423 | FPT BTTMS TO ULSD- CNTRL VALVE TO TK 36002-FV 208 | |
10022424 | FPT BTTMS TO ULSD - CNTRL VALVE TO TK 80070 - PV 2 | |
10022425 | FPT BOTTOMS TO ULSD - PIPING 40 FT | |
10022598 | LARW - GASOLINE COMP. TK FRM PIPE - 100 FT, 10 INC | |
10022663 | PROPANE LOADOUT REC - VPR LINE 560 FT - AVRG 3 INC | |
10022664 | PROPANE LOADOUT REC - 3” CV TO FLARE(74-FV525) | |
10022665 | PROPANE LOADOUT REC - 2” CV TO PRPN BULLET(74-FV5 | |
10022666 | PROPANE LOADOUT REC - MERCAPTAN CONV. BED(V-3634) | |
10022667 | PROPANE LOADOUT REC. ELECT & INSTRUMENTATION | |
10022677 | DISTILLATE TIE - T16 (LBT) PIPING - 50FT, 12 INCH | |
10022778 | RP&S ADDT’L WATER DRAW LINES | |
10023010 | RP&S ADDT’L WATER DRAW LINES (FINAL PHASE) | |
10023311 | TANK 80092 | |
10023653 | OFFSITES - TANKAGE -TK-080071-origin#100042927-1 | |
10023654 | Offsites - Tankage -TK-080075-origin#100042931-1 | |
10023655 | OFFSITES - TANKAGE -TK-080079-origin#100042935-1 | |
10023656 | 80079 SAAB TANK RADAR PRO GAUG-origin#100043910-1 | |
10023728 | PACIFIC PIPELINE -PLC-PNL-1 | |
10023729 | PACIFIC PIPELINE -RIO-PNL-1 | |
10023730 | PACIFIC PIPELINE -RIO-PNL-2 | |
10023802 | TANK 80036 | |
10023856 | TANK 125001 | |
30000280 | TANK 80039 REBUILD | |
30000391 | TANK 80065 REBUILD | |
30000396 | TANK 80081 REBUILD | |
30000404 | TANK 80038 REBUILD | |
30000463 | Piping | |
30001283 | TANK 125001 REBUILD | |
30001292 | TANK 80036 REBUILD | |
30003929 | TANK 80060 REBUILD | |
95000478 | TANK 80218 1ST & 2ND SHELL COURSE | |
99000507 | TANK 80221 DOUBLE BOTTOM REPLACEMENT | |
99001074 | TANK 125000 FOAM CHAMBERS AND PIPING | |
99001075 | TANK 125000 REBUILD | |
99001076 | TANK 125000 INSTRUMENTATION AND ELECTRICAL | |
99001077 | TANK 125000 PIPING | |
99001078 | TANK 125000 SAMPLE STATIONS | |
99001358 | TANK 80035 |
Exhibit C – Page 9
LARW and LARC Tankage
LARW Rail Rack and Trackage & LARC Rail Rack and Trackage
LARW LPG Truck Rack & LARC LPG Truck Rack
Asset No. | Asset Description | |
99000595 | TANK 80218 ROOF REPLACEMENT | |
99000596 | TANK 80218 INSTRUMENTATION AND GAUGING | |
10013383 | OFFSITES - TANKAGE -TK-080218 WATER | |
10013996 | Offsites - Tankage -TK-007201 | |
10016513 | TRUCK RACK FLARE HEADER PIPING | |
10016514 | TRUCK RACK FLARE HEADER FOUNDATION AND SUPPORT | |
10016515 | TRUCK RACK RELIEF VALVER-6875 | |
10016516 | TRUCK RACK RELIEF VALVER-6876 | |
10016517 | TRUCK RACK RELIEF VALVER-6877 | |
10016518 | TRUCK RACK RELIEF VALVER-6878 | |
10016519 | TRUCK RACK RELIEF VALVER-6879 | |
10016520 | TRUCK RACK RELIEF VALVER-6705 | |
10016521 | TRUCK RACK RELIEF VALVER-6706 | |
10016522 | TRUCK RACK FH FIREPROOFING | |
10016523 | TRUCK RACK FH INSTRUMENTATION | |
10017119 | LPG TRUCK LOADING PIPING & VALVES PH1 | |
10017209 | LAR TKRK FLOW LOOP 02F106 | |
10017210 | LAR TKRK FLOW LOOP 74F0522 | |
10020598 | PROPANE RACK INSTRUMENTATION UPGRADES | |
10021646 | RP&S-BUTANE TRUCK RCK PIPING - 150’, 8” | |
10021647 | RP&S-BUTANE TRUCK RCK PIPING - 350’, 6” | |
10021648 | RP&S-BUTANE TRUCK RCK PIPING - 150’ - 4” | |
10021649 | RP&S-BUTANE TRUCK RCK PIPING - 240’ - 2” | |
10022899 | RP&S-PROPANE TRUCK RCK PIPING - 50’, 1” | |
10022900 | RP&S-PROPANE TRUCK RCK PIPING-100’, 10” | |
10022901 | RP&S-PROPANE TRUCK RCK PIPING - 100’, 6” | |
10022902 | RP&S-PROPANE TRUCK RCK PIPING - 100’, 3” | |
10022903 | RP&S-PROPANE TRUCK RCK PIPING-150’, 4” | |
10022904 | RP&S-PROPANE TRUCK RCK -FLARE PIPING - 200’, 2” | |
10022905 | RP&S-PROPANE EQUALIZING LINE- 200’, 2” | |
10012677 | RAILROAD UNDERPASS CATHODIC PROTECTION ANODE BEDS | |
10012663 | P/L PIG LAUNCHER & RECEIVER - AT REFINERY | |
10013262 | In Line Blend Analyzers & Instrumentation | |
10018911 | CUSTODY TRANSFER METER TAG#72FT-111 | |
10018912 | TRANSMIX METER TAG# 72FE-112 | |
10018913 | TRANSMIX METER TAG# 72FE-113 | |
10018914 | TRANSMIX CUSTODY METER ELECTRICAL | |
10018915 | TRANSMIX VALVE TAG# 72FV-112 | |
10018916 | TRANSMIX VALVE TAG# 72FV-113 | |
30000174 | Tank Gauges PH III |
Exhibit C – Page 10
LARW and LARC Tankage
LARW Rail Rack and Trackage & LARC Rail Rack and Trackage
LARW LPG Truck Rack & LARC LPG Truck Rack
Asset No. | Asset Description | |
30000177 | RAIL CAR FALL PROTECTION | |
30000308 | LARW NW Tank Farm 5B Firewater Piping | |
30000335 | 70 Series Butane Sphere Level Gauges | |
30001335 | LARW NW Tank Farm 5A Firewater Piping | |
10018873 | LOADING RACKS | |
10018829 | TK 0014 MTBE SO TK FIELD 3N/8W | |
10018831 | TK 0959 FCC FEED E. OF #9 C.T. 22N/1W | |
10018834 | TK 0061 COLD SOUR GAS OIL | |
10018835 | TK 0062 REFORMATE | |
10018836 | TK 0063 REFORMATE | |
10018837 | TK 0773 HYDRO GO FD ASPH. BLENDG. 9N/4E | |
10018840 | TK 0064 ALKYLATE | |
10018841 | TK 0031 MTBE UNFJP-4 SO TK FIELD 8N/4W | |
10018864 | TANKS < 4,000 BBLs (COUNT: 63) | |
10019290 | INTERMEDIATE STOVE OIL FLEX | |
10020609 | TK-73 PRESSURE TRANSMITTER | |
10020610 | TK-76 PRESSURE TRANSMITTER | |
10023767 | TANK 62 ACTUATOR -75-HV-718 | |
10023768 | TANK 63 ACTUATOR-75-HV-719 | |
10018838 | TK 0016 ANS CRUDE N. SLOPE S. TK FIELD 3N/10W | |
10018839 | TK 0017 ANS CRUDE N. SLOPE S. TK FIELD 3N/11W | |
10018846 | 1 CRUDE TK 0190 SLOP OIL UN TOLUENE 3N/2E | |
30001382 | Other Machinery & Equipment | |
95000479 | TANK 61 FLOOR | |
10019475 | SPHERE 78 FIRE DELUGE SYSTEM | |
10021279 | TK-FARM PROGRAMMABLE LOGIC CONTROLLER75-PLC-9333 | |
10021534 | TK 16 - CRUDE FILL LINE(12”-206’) | |
10021535 | TK 16 - ALT FILL LINE(8”-152’) | |
10021536 | TK 16 - SUCTION LINE(12”-161’) | |
10021537 | TK 17 - CRUDE FILL LINE(12”-168’) | |
10021538 | TK 17 - ALT FILL LINE(8”-173’) | |
10021539 | TK 17 - SUCTION LINE(12”-185’) | |
10022613 | #1 TRTR TO PUMP SLAB PIPING - 200 FT - AVG 6 INCH | |
10047918 | JET FUEL PIPING LINE 103 |
Exhibit C – Page 11
LARW and LARC Tankage
LARW Rail Rack and Trackage & LARC Rail Rack and Trackage
LARW LPG Truck Rack & LARC LPG Truck Rack
EXHIBIT D
LA Refinery Interconnecting Pipeline
Asset No. | Asset Description | |
30000180 | Interconnection Pipeline |
Exhibit D – Page 1
LA Refinery Interconnecting Pipeline
EXHIBIT E
Mesquite Truck Station
Asset No. | Asset Description | |
L000000430 | Mesquite Station | |
L000000431 | Mesquite Tank#7112 | |
L000000432 | Mesquite Skid #7118 | |
L000000433 | Mesquite Skid #7128 | |
L000000434 | Mesquite Skid #7138 | |
L000000435 | Mesquite Skid #7148 | |
L000000575 | Mesquite Station Office Trailer | |
L000000617 | Mesquite Station Ladders & Platforms |
Exhibit E – Page 1
Mesquite Truck Station
EXHIBIT F
Yucca Truck Station
Asset No. | Asset Description | |
L000000460 | Yucca Tank#7212 | |
L000000461 | Yucca Skid #7231 | |
L000000462 | Yucca Skid #7232 | |
L000000463 | Yucca Skid #7233 | |
L000000464 | Yucca Skid #7234 | |
L000000570 | Yucca Station Office Trailer | |
L000000616 | Yucca Station Ladders & Platforms | |
L000000459 | Yucca Station | |
L000000614 | T Station Ladders & Platforms | |
L000000615 | Pecan Station Ladders & Platforms |
Exhibit F – Page 1
Yucca Truck Station
EXHIBIT G
Mason East Station
Asset No. | Asset Description | |
L000000438 | Mason Lact Unit #1 | |
L000000439 | Mason Lact Unit #2 | |
L000000440 | Mason Lact Unit #3 | |
L000000441 | Mason Lact Unit #4 | |
L000000442 | Mason Lact Unit #5 | |
L000000426 | Mason Tank#3111 | |
L000000457 | Mason Tank#3112 | |
L000000612 | Mason Station Ladders & Plats | |
L000000458 | Mason Station |
Exhibit G – Page 1
Mason East Station
EXHIBIT H
Wink Station
Asset No. | Asset Description | |
L000000386 | JackRabbit Tank #3513 | |
L000000387 | JackRabbit Tank #3514 | |
L000000425 | JackRabitt Tank#3512 | |
L000000443 | JackRabitt Tank#3511 | |
L000000613 | Jackrabbit Station Ladders & Plats | |
L000000380 | JackRabbit Lact Unit#1 | |
L000000381 | JackRabbit Lact Unit#2 | |
L000000382 | JackRabbit Lact Unit#3 | |
L000000383 | JackRabbit Lact Unit#4 | |
L000000384 | JackRabbit Lact Unit#5 | |
L000000385 | JackRabbit Station | |
L000000304 | Plains Connection at JackRabbit | |
L000000637 | KM#1 Pipeline System | |
L000000568 | KM#2 Meter Skid | |
L000000569 | KM#2 Pipeline System | |
L000000411 | M12MC - 7 Stg pmp & motor | |
L000000412 | M12MC - 7 Stg pmp & motor | |
L000000413 | M8MC - 16 Stg pmp & motor | |
L000000414 | M8MC - 16 Stg pmp & motor | |
L000000415 | M8MC - 14 Stg pmp & motor | |
L000000416 | M8MC - 14 Stg pmp & motor | |
L000000417 | M8MC - 14 Stg pmp & motor | |
L000000418 | H14LC - 6 Stg pmp & motor | |
L000000419 | H14LC - 6 Stg pmp & motor | |
L000000420 | M10LC - 11 Stg pmp & motor | |
L000000421 | M10LC - 11 Stg pmp & motor | |
L000000422 | M10LC - 11 Stg pmp & motor | |
L000000423 | M10HC - 6 Stg pmp & motor | |
L000000424 | M10HC - 6 Stg pmp & motor | |
L000000547 | Software Unity Update Jackrabbit | |
L000000618 | Minivap-VPXpert Vapor Tester | |
I000000042 | Dodge Vin#3C6UR5HJ8FG674040 | |
I000000048 | Dodge Vin#3C6UR5HJ3FG632519 | |
I000000057 | Ram 2500 Crew Cab 4X4 | |
I000000084 | Ram 1500 Crew Cab 4X4 | |
I000000086 | Ram 1500 ST Crew Cab 4X4 | |
I000000087 | Ram 1500 ST Crew Cab 4X4 | |
I000000101 | Ram 1500 ST Crew Cab 4X4 | |
I000000103 | Kubota L3940 |
Exhibit H – Page 1
Wink Station
EXHIBIT I
Jal NGL Storage Facility
Asset No. | Asset Description | |
23146 | BUILDINGS - JAL NEW MEXICO (mobile or otherwise) | |
23147 | PROCESSING UNIT - JAL NM. | |
23148 | TANKS - JAL NEW MEXICO | |
23149 | RAIL TRACK - JAL NEW MEXICO | |
23150 | TRUCK RACK - JAL NEW MEXICO | |
24468 | BACKHOE / JAL | |
25163 | North Brine Water Line Upgrade | |
26321 | Air Compressor & Piping | |
L000000249 | Jal Railroad Track #710 & #711 | |
L000000429 | Jal Storage Wells 3 & 4 | |
L000000486 | 20’ Jal Track |
Exhibit I – Page 1
Jal NGL Storage Facility
EXHIBIT J
Wingate Terminal
Asset No. | Asset Description | |
L000000068 | Normal Butane Rail Pump | |
L000000069 | Normal Butane Rail Pump | |
L000000070 | Iso-Butane Pipeline Pump | |
L000000072 | Fire Water Pump House | |
L000000073 | Control Room | |
L000000074 | Boiler House | |
L000000075 | Warehouse | |
L000000076 | New Front Office | |
L000000077 | IE Shop | |
L000000078 | Welding Shop | |
L000000079 | Rail Rack | |
L000000080 | Owned Rail - 20000 LN SQ FT | |
L000000081 | Normal Butane Storage Sphere | |
L000000082 | Normal Butane Storage Sphere | |
L000000083 | Gasoline Storage Sphere | |
L000000084 | Gasoline Storage Sphere | |
L000000085 | Gasoline Storage Sphere | |
L000000086 | Gasoline Storate Sphere | |
L000000087 | Gasoline Storage Sphere | |
L000000088 | ISO Butane Tank | |
L000000089 | ISO Butane Tank | |
L000000090 | Propane Tank | |
L000000091 | Propane Tank | |
L000000092 | Propane Storage Tank | |
L000000093 | Normal Butane Tank | |
L000000094 | Gasoline Vent KO Drum | |
L000000095 | Re-Run | |
L000000105 | Vin#1FT7W2ZB67BEC97445 | |
L000000308 | Caterpillar Generator | |
L000000427 | Backhoe Loader | |
L000000428 | 2012 Xtreme Telehandler Forklift | |
TBD | Flare | |
TBD | Water pipeline | |
TBD | Off site water tanks |
Exhibit J – Page 1
Wingate Terminal
EXHIBIT K
Clearbrook Tankage
Asset No. | Asset Description | |
L000000572 | Clearbrook 300K Tank#6014 | |
L000000573 | Clearbrook 300K Tank#6015 |
Exhibit K – Page 1
Clearbrook Tankage
EXHIBIT L
Bobcat Pipeline
Asset No. | Asset Description | |
L000000270 | Pipeline Systems - 20 yr (GAAP) | |
L000000391 | LCG Booster Mason Pump #1 | |
L000000392 | LCG Booster Mason Pump #2 |
Exhibit L – Page 1
Bobcat Pipeline
EXHIBIT M
Benny Pipeline
Asset No. | Asset Description | |
L000000649 | Benny Express Pipeline |
Exhibit M – Page 1
Benny Pipeline
EXHIBIT N
Aranco Pipeline
Asset No. | Asset Description | |
TBD | Segment of 8” Aranco pipeline between Cottage Grove tank farm and Enterprise station at Flint Hills Pine Bend Refinery |
Exhibit N – Page 1
Aranco Pipeline
EXHIBIT O
Permitted Liens
1. Liens for taxes or assessments and similar charges, which either are (a) not due and payable as of the Effective Time, or (b) being contested in good faith by appropriate proceedings, and adequate reserves have been established on the applicable Andeavor Party’s books with respect thereto.
2. Mechanics’, materialmen’s or contractors’ liens or encumbrances or any similar statutory lien or restriction for amounts not yet due and payable, or that are being contested in good faith by appropriate proceedings, and adequate reserves have been established on the applicable Andeavor Party’s books with respect thereto.
3. Zoning, entitlement, building and other land use regulations imposed by governmental agencies having jurisdiction over any real property which are not violated by the current use and operation thereof.
4. Covenants, conditions, restrictions, easements and other similar matters of public record affecting title to any real property which are not violated by the current use and operation thereof.
5. The terms and provisions of all leases, contracts, easements, licenses, and other agreements or instruments that are part of the Assets or that are applicable to the Assets.
6. Liens in respect of any Assets imposed by applicable laws, which were incurred in the ordinary course of business and do not secure indebtedness for borrowed money, such as carriers’, warehousemen’s, and landlords’ liens and other similar liens arising in the ordinary course of business and that secure amounts not yet due and payable.
7. Prior to the Effective Time only, any liens to be released as of the Effective Time.
8. Minor defects, exceptions or irregularities in title to any Assets which do not materially impair the current use or value of the Assets subject thereto.
9. Such facts of which the Logistics Parties have actual notice.
Exhibit O – Page 1
Excluded Assets and Liabilities
EXHIBIT P
Excluded Assets and Liabilities
Mandan Refinery
Asset Description
High voltage equipment, transformers and feeders up to the disconnect at the switch rack dedicated to assets owned by the Logistics Parties
ResCar train car repair facility
Salt Lake Refinery
Asset Description
High voltage equipment, transformers and feeders up to the disconnect at the switch rack dedicated to assets owned by the Logistics Parties
Main fire water piping running along the perimeter of the tank farm and outside of the tank farm boundary
Any storm or wastewater piping inside the boundary of the tank farm
LARW Refinery Unit and LARC Refinery Unit
Asset Description
High voltage equipment and feeders remains the responsibility of the refinery up to the disconnect at the switch rack dedicated to assets owned by the Logistics Parties
Main 210lb steam line to/from the LARW Refinery Unit and the sulfur recovery plant (“SRP”)
Stripped pipelines to/from LARW Refinery Unit and the SRP
Fuel gas pipeline to/from LARW Refinery Unit and the SRP
Spare pipeline to/from LARW Refinery Unit and the SRP
Cross plant DEA
Cross plant flare
Cross plant LPG/H2/fuel gas system
Cross plant sour water systems
Cross plant vapor recovery systems unless equipment if fitted on tanks
Cross plant slop systems
Blended effluent pipeline from LCOD/HCOD to tank 80043
Wastewater separators and ponds
SRP blow down line from the SRP to ditch at tank-80216
Communication trunks and utility piping to/from the SRP and the refinery
Wingate Terminal
Asset Description
Fractionation plant with associated vessels and piping
Exhibit P – Page 1
Excluded Assets and Liabilities
SCHEDULE A
Real Property Interests
I. | List of Real Property Interests: |
The real property or real property interests on, through or under which the following assets are situated, and/or the other real property interests related to or held in connection with the ownership and operation of the applicable asset, including without limitation, and to the extent applicable in each case, fee property interests, leases, licenses, easements,rights-of-way and permits: (i) Mesquite Truck Station; (ii) Yucca Truck Station; (iii) Mason East Station; (iv) Wink Station; (v) Jal NGL Storage Facility; (vi) Wingate Terminal; (vii) Clearbrook Tankage; (viii) Bobcat Pipeline; (ix) Benny Pipeline; and (x) Aranco Pipeline.
II. | In order give effect to the conveyance of certain interests in the TRMC Real Property and the Real Property Interests, the various Andeavor Parties and Logistics Parties agree to enter into the following documents (collectively, the “Real Property Conveyance Documents”): |
Mandan Refinery:
(1) Ground Lease among the Operating Company and TRMC with respect to the Mandan Refinery.
Salt Lake Refinery:
(2) Ground Lease among the Operating Company and TRMC with respect to the Salt Lake Refinery.
(3) Assignment of existingright-of-way documents with respect to the Salt Lake Refinery 4 Pipelines partially located underneath a public road.
LARC/LARW Refinery Units/LA Refinery Interconnecting Pipeline:
(4) License Agreement among the Operating Company, TSPC and TRMC with respect to the LARC and LARW Refinery Units and the LA Refinery Interconnecting Pipeline.
Schedule A – Page 1
Real Property Interests
Bobcat Pipeline:
(5) Conveyance, Bill of Sale, Assignment and Assumption from WRS to WRP for Bobcat Pipeline to be recorded in Winkler County, Texas.
(6) Conveyance, Bill of Sale, Assignment and Assumption from WRS to WRP for Bobcat Pipeline to be recorded in Loving County, Texas.
Wink Station:
(7) Assignment and Assumption of Lease between WRS and WRP with respect to Real Property Interests underlying the Wink Station.
Jal NGL Storage Facility:
(8) Deed transfer from WRCL to WRT of the Real Property Interests underlying the Jal NGL Storage Facility (including quitclaim of idle 5000’ products pipeline).
(9) Assignment and Assumption Agreement between WRCL and WRT with respect to the Leases and other Agreements underlying the Jal NGL Storage Facility.
Mason East Station:
(10) Deed transfer from WRS to WRP with respect to Real Property Interests underlying the Mason East Station.
Mesquite Truck Station:
(11) Assignment and Assumption of Business Lease between WRS and WRP with respect to Real Property Interests underlying the Mesquite Truck Station.
Wingate Terminal:
(12) Deed transfer from WRS to WRT with respect to Real Property Interests underlying the Wingate Terminal.
(13) License Agreement between WRT and WRS with respect to use of the fractionation facility at the Wingate Terminal by WRS.
(14) License Agreement forright-of-way between WRS and WRT for use of certain water assets located on adjacent land used for Wingate Terminal.
Schedule A – Page 2
Real Property Interests
Aranco Pipeline:
(15) Conveyance, Bill of Sale, Assignment and Assumption from WRP to the Operating Company for Aranco Pipeline to be recorded in Washington County, Minnesota.
(16) Conveyance, Bill of Sale, Assignment and Assumption from WRP to the Operating Company for Aranco Pipeline to be recorded in Dakota County, Minnesota.
Clearbrook Tankage:
(17) Deed transfer from WRS to the Operating Company of the Real Property Interests underlying the Clearbrook Tankage.
(18) Conveyance, Bill of Sale, Assignment and Assumption from WRS to the Operating Company.
Benny Pipeline:
(19) Conveyance, Bill of Sale, Assignment and Assumption from WRS to WRP for Benny Pipeline to be recorded in Loving County, Texas.
(20) Conveyance, Bill of Sale, Assignment and Assumption from WRS to WRP for Benny Pipeline to be recorded in Lea County, New Mexico.
Schedule A – Page 3
Real Property Interests
SCHEDULE B
Assigned Contracts
Assignor | Assignee | Contract1 (Effective Date) | ||
Western Refining Southwest, Inc. | Tesoro Logistics Operations LLC | Interconnection Agreement (January 6, 2017) | ||
Western Refining Southwest, Inc. | Tesoro Logistics Operations LLC | Common Facilities Ownership Agreement (January 6, 2017) | ||
Western Refining Southwest, Inc. | Tesoro Logistics Operations LLC | Services Agreement (January 6, 2017) | ||
Tesoro Refining & Marketing Company LLC | Tesoro Logistics Operations LLC | Locomotive Lease Agreement (July 17, 2015) | ||
Tesoro Great Plains Holdings Company | Tesoro Logistics Operations LLC | Industry Track Agreement (December 19, 2012) | ||
Tesoro Refining & Marketing Company LLC | Tesoro Logistics Operations LLC | Lease of Track (November 13, 2013) | ||
Tesoro Refining & Marketing Company LLC | Tesoro Logistics Operations LLC | Industry Track Agreement (November 13, 2013) | ||
Tesoro Refining & Marketing Company, LLC | Tesoro Logistics Operations LLC | General Agreement No.MA-8192-TSO-2011 (February 1, 2012) | ||
Western Refining Southwest, Inc. | Western Refining Terminals, LLC | Rail Services Agreement (August 1, 2015) | ||
Western Refining Southwest, Inc. | Western Refining Terminals, LLC | Agreement for Services – Form AN1 (August 30, 2010) | ||
Western Refining Southwest, Inc. | Western Refining Terminals, LLC | Industry Track Agreement (August 17, 2015) | ||
Western Refining Southwest, Inc. | Western Refining Terminals, LLC | Lease for Land and Track (August 17, 2015) |
1 | Note: Each listed contract includes the named contract and each amendment thereto. |
Schedule B – Page 1
Assigned Contracts
Assignor | Assignee | Contract (Effective Date) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (October 3, 2016) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (January 3, 2017) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (July 26, 2016) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (July 2016) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (March 27, 2017) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (February 9, 2017) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (June 2017) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (Undated) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (July 25, 2016) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (August 12, 2016) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (December 2016) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (August 1, 2016) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (September 26, 2017) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (December 16, 2016) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (August 2016) |
Schedule B – Page 2
Assigned Contracts
Assignor | Assignee | Contract (Effective Date) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (August 15, 2016) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (June 16, 2017) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (November 3, 2017) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (August 2016) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (October 2017) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (November 2016) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (March 21, 2017) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (December 28, 2016) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (September 6, 2016) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (July 25, 2016) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (August 18, 2017) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (May 2016) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (August 11, 2016) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (December 30, 2016) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (February 8, 2017) |
Schedule B – Page 3
Assigned Contracts
Assignor | Assignee | Contract (Effective Date) | ||
Western Refining Southwest, Inc. | Western Refining Pipeline, LLC | Truck Unloading and Access Agreement (August 18, 2016) | ||
Tesoro Refining & Marketing Company, LLC | Tesoro Logistics Operations LLC | Industry Track Contract (August 11, 2004) | ||
Tesoro Refining & Marketing Company, LLC | Tesoro Logistics Operations LLC | General Agreement No. CW2271879—Industrial Switch Service (January 1, 2017) |
Schedule B – Page 4
Assigned Contracts