Exhibit 10.45
AFFIRMATION OF SECURITY AGREEMENT AND GUARANTY
Each of the undersigned hereby acknowledges receipt of a copy
of the Second Amended and Restated Credit Agreement (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement") dated as of June 17, 2003 by and among Tesoro Petroleum Corporation
(the "Borrower"), the financial institutions from time to time party thereto as
Lenders (the "Lenders") and Bank One, NA, as Administrative Agent (the
"Administrative Agent"). Capitalized terms used in this Affirmation of Security
Agreement and Guaranty and not defined herein shall have the meanings given to
them in the Credit Agreement.
Each of the undersigned affirms the terms and conditions of
the Security Agreement, the Guaranty and any other Loan Document executed by it
and acknowledges and agrees that each of the Security Agreement, the Guaranty,
and each other applicable Loan Document executed by the it in connection with
the Prior Credit Agreement remains in full force and effect and is hereby
reaffirmed, ratified and confirmed. Each reference to the "Credit Agreement"
contained in the above-referenced documents shall be a reference to the Credit
Agreement as the same may from time to time hereafter be amended, modified,
supplemented or restated.
Dated: June 17, 2003
DIGICOMP, INC. TESORO FINANCIAL SERVICES HOLDING COMPANY
TESORO AVIATION COMPANY VICTORY FINANCE COMPANY
TESORO ALASKA COMPANY FAR EAST MARITIME COMPANY
TESORO REFINING AND MARKETING COMPANY GOLD STAR MARITIME COMPANY
TESORO MARINE SERVICES HOLDING
COMPANY By: /s/ G. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
TESORO MARINE SERVICES, LLC --------------------------
TESORO MARITIME COMPANY Name: G. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
TESORO NORTHSHORE COMPANY Title: Attorney-in-Fact
TESORO PETROLEUM COMPANIES, INC.
TESORO HAWAII CORPORATION
SMILEY'S SUPER SERVICE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President and By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Financial Officer -------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President,
Chief Financial Officer
TESORO TECHNOLOGY COMPANY and Treasurer
TESORO TRADING COMPANY
TESORO VOSTOK COMPANY
TESORO WASATCH, LLC
TESORO GAS RESOURCES COMPANY, INC.
By: /s/ G. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: G. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Finance
and Treasurer
AFFIRMATION OF SECURITY AGREEMENT AND GUARANTY
AS OF JUNE 17, 2003
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