UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
_____________________________________________
FORM 8-K
  _____________________________________________
 
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 17, 2015
 
_____________________________________________
MPLX LP
(Exact name of registrant as specified in its charter)
 
_____________________________________________
 
 
 
 
 
 
 
Delaware
 
001-35714
 
45-5010536
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification Number)
 
200 E. Hardin Street
Findlay, Ohio
 
45840
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code:
(419) 672-6500
(Former name or former address, if changed since last report)
  _____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 





Item 1.01
Entry into a Material Definitive Agreement.
First Amendment to Storage Services Agreement
On September 17, 2015, Marathon Pipe Line LLC (“MPL”) entered into an amendment (the “First Amendment”) to its existing Patoka, Illinois tank farm Storage Services Agreement with Marathon Petroleum Company LP (“MPC LP”) dated September 24, 2012 (the “Storage Services Agreement”). Under the Storage Services Agreement, MPC LP pays a monthly fee to store crude oil at MPL’s Patoka, Illinois tank farm. MPC LP’s fees under the Storage Services Agreement are for the use of the available shell capacity of MPL’s Patoka, Illinois tank farm, regardless of whether MPC LP fully utilizes all of its contractual capacity. The First Amendment provides for an increase in available shell capacity at the Patoka, Illinois tank farm from 1,386,000 barrels to 2,626,000 barrels due to the addition of four new tanks at the facility.
The foregoing description is not complete and is qualified in its entirety by reference to the First Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
MPLX LP (“MPLX”) indirectly owns 99.5% of the ownership interests of MPL. MPC LP is an indirect wholly-owned subsidiary of Marathon Petroleum Corporation (“MPC”). As MPLX’s general partner, MPLX GP LLC (“MPLX GP”) manages MPLX’s operations and activities through MPLX GP’s officers and directors. MPLX GP is an indirect wholly-owned subsidiary of MPC. As a result, certain individuals serve as officers and directors of both MPLX GP and MPC. In addition, as of the date hereof, MPC holds, indirectly through its subsidiaries, 56,932,134 common units representing limited partner interests of MPLX, representing a 70.9% limited partner interest in MPLX.






Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
 
Exhibit
Number
 
Description
 
 
 
 
10.1
 
First Amendment to Storage Services Agreement, dated as of September 17, 2015, by and between Marathon Petroleum Company LP and Marathon Pipe Line LLC.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
MPLX LP
 
 
 
 
 
 
 
By:
 
MPLX GP LLC, its General Partner
 
 
 
 
 
 
 
 
Date: September 23, 2015
By:
 
/s/ J. Michael Wilder
 
 
 
Name: J. Michael Wilder
 
 
 
Title: Vice President, General Counsel and Secretary




Index to Exhibits
 
Exhibit
Number
 
Description
 
 
 
 
10.1
 
First Amendment to Storage Services Agreement, dated as of September 17, 2015, by and between Marathon Petroleum Company LP and Marathon Pipe Line LLC.






FIRST AMENDMENT TO
STORAGE SERVICES AGREEMENT

THIS FIRST AMENDMENT TO STORAGE SERVICES AGREEMENT is effective as of September 17, 2015 by and between MARATHON PIPE LINE LLC, a Delaware limited liability company (“MPL”), and MARATHON PETROLEUM COMPANY LP, a Delaware limited partnership (“MPC”), both referred to jointly as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, MPL and MPC entered into that certain Storage Services Agreement dated September 24, 2012 (“Agreement”), whereby MPC desired MPL to provide storage services at its facility located in Patoka, Illinois;

WHEREAS, the Parties now desire to amend the Agreement as set forth herein;

NOW THEREFORE, in consideration of the mutual representations and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MPL and MPC agree to amend the Agreement as follows:

1.
As set forth in the preamble, the storage services Commitment shall be amended from 1,386,000 to 2,626,000 Barrels of MPC’s Crude Petroleum to reflect the addition of four new tanks at Patoka.

2.
MPL will adjust monthly invoices as the additional storage becomes available for use.

3.
Section 4.2(c), entitled “Adjustments to the Commitment”, shall be deleted in its entirety and replaced with the following:

“With respect to any period in which MPL is unable to provide storage services with respect to the entire Commitment due to MPL’s repair, maintenance or construction activities, then the Commitment shall be reduced to equal the volume capacity in the Storage Tanks that is available for MPC’s use during the period of any such repair, maintenance or construction activity.”

4.
Except as amended herein, all other terms and conditions of the Agreement shall remain in full force and effect.





5.
Any terms not defined herein shall have the same meaning as specified in the Agreement.

IN WITNESS WHEREOF, the Parties have executed this First Amendment to the Storage Services Agreement to be effective as of the date written above.

MARATHON PIPE LINE LLC
 
MARATHON PETROLEUM COMPANY LP
 
 
 
 
 
 
 
 
 
 
 
By:
 
MPC Investment LLC, its General Partner
 
 
 
 
 
 
 
By:
 
/s/ Craig O. Pierson
 
By:
 
/s/ C. M. Palmer
Name:
 
C. O. Pierson
 
Name:
 
C. M. Palmer
 
 
 
 
 
 
 
Title:
 
President
 
Title:
 
Senior Vice President Supply, Distribution & Planning