UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) November 1, 2017
_____________________________________________
MPLX LP
(Exact name of registrant as specified in its charter)
_____________________________________________
 
 
 
 
 
Delaware
 
001-35714
 
27-0005456
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
200 E. Hardin Street
Findlay, Ohio
 
45840
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code:
(419) 421-2414
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 






Item 1.01
Entry into a Material Definitive Agreement.
MPL Transportation Services Agreement
Marathon Pipe Line LLC (“MPL”), a wholly-owned subsidiary of MPLX LP (the “Partnership”), entered into a Transportation Services Agreement with Marathon Petroleum Company LP (“MPC LP”), on November 1, 2017 (the “MPL Transportation Services Agreement”). Under the MPL Transportation Services Agreement, MPL provides pipeline transportation of crude oil and refined products, as well as related services, for MPC LP. MPC LP pays MPL monthly for such services based on contractual rates relating to MPC LP crude oil and refined product deliveries as well as any viscosity surcharges, loading, handling, transfers or other related charges.

Under the MPL Transportation Services Agreement, if MPC LP fails to transport its quarterly minimum throughput volumes, MPC LP will pay a deficiency payment equal to the volume of the deficiency multiplied by the rate then in effect. If the minimum capacity of the pipeline falls below the level of MPC LP’s commitment at any time, depending on the cause of the reduction in capacity, MPC LP’s commitment may be reduced or MPC LP will receive a credit for its minimum volume commitment for that period.

The MPL Transportation Services Agreement, has an initial term ending on December 31, 2026, and automatically renews for two additional renewal terms of four years each unless either party provides the other party with written notice of its intent to terminate at least six months prior to the end of the then-current term.

The foregoing description of the MPL Transportation Services Agreement is not complete and is qualified in its entirety by reference to the full text of the MPL Transportation Services Agreement, which is filed as Exhibit 10.1 and incorporated herein by reference.

Fourth Amendment to HST Transportation Services Agreement
Hardin Street Transportation LLC (“HST”), a wholly-owned subsidiary of the Partnership, is a party to a Transportation Services Agreement with MPC LP dated January 1, 2015 (the “HST Transportation Services Agreement”). Under the HST Transportation Services Agreement, HST provides pipeline transportation of crude oil and refined products, as well as related services, for MPC LP. The parties entered into a Fourth Amendment to the Transportation Services Agreement on November 1, 2017 (the “Fourth Amendment”) to remove certain pipeline systems from the HST Transportation Services Agreement.

The foregoing description of the Fourth Amendment is not complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, which is filed as Exhibit 10.2 and incorporated herein by reference.

Relationships
MPLX GP LLC, the general partner of the Partnership (the “General Partner”), manages the Partnership’s operations and activities through the General Partner’s officers and directors. The General Partner and MPC LP are wholly-owned subsidiaries of Marathon Petroleum Corporation (“MPC”). As a result, certain individuals serve as officers and/or directors of one or more of such entities. MPC holds, indirectly through its subsidiaries, 118,090,823 common units representing limited partner interests (“Common Units”), representing approximately 29 percent of the Common Units issued and outstanding as of November 6, 2017. Through its ownership of the General Partner, MPC also indirectly owns all of the Partnership’s incentive distribution rights as well as 8,307,478 general partner units, representing a two percent general partner interest in the Partnership.

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 3, 2017, the Partnership announced the appointment of C. Kristopher Hagedorn to serve as the Partnership’s chief accounting officer, effective December 4, 2017. Mr. Hagedorn will also serve as vice president and controller of the General Partner. In his capacity as the Partnership’s chief accounting officer, Mr. Hagedorn will replace Paula L. Rosson, the senior vice president and chief accounting officer of the General Partner, whose transition to a new role within the Partnership was previously reported by the Partnership.

Mr. Hagedorn, age 41, comes to the Partnership after having served as vice president and controller of CONSOL Energy Inc., a natural gas exploration, development and production company (“CONSOL Energy”). Mr. Hagedorn joined CONSOL Energy as director of financial accounting in November 2012. He was named assistant controller in April 2014 and appointed vice president and controller in August 2015. From September 2014 to August 2015, Mr. Hagedorn also served as the chief





accounting officer of CONE Midstream Partners LP, a master limited partnership formed by CONSOL Energy and Noble Energy, Inc. Prior to his tenure at CONSOL Energy, Mr. Hagedorn served in various roles of increasing responsibility with PricewaterhouseCoopers from 1998 through 2012. Mr. Hagedorn has a Bachelor of Science in Business Administration with a major in accounting from West Virginia University and is a certified public accountant licensed in Pennsylvania.

Mr. Hagedorn will receive an annual base salary from MPC and is eligible to participate in MPC’s annual cash bonus program and long-term incentive compensation plan, as well as other benefit plans and programs such as health and life insurance, income protection by means of long-term and short-term disability and retirement and severance benefits plans. Mr. Hagedorn is also eligible to participate in the Partnership’s long-term incentive compensation plan.

Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
 








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: November 7, 2017
By:
 
/s/ Pamela K.M. Beall
 
 
 
Name: Pamela K.M. Beall
 
 
 
Title: Executive Vice President and Chief Financial Officer





Index to Exhibits
 

Exhibit Number
 
Description
 
 
 
 
 
 





Exhibit 10.1
TRANSPORTATION SERVICES AGREEMENT


THIS TRANSPORTATION SERVICES AGREEMENT (this "Agreement") is da t ed as of November 1, 2017 by and be t ween Marathon Pipe Line L L C, a D e l aware limited liability company ("MPL"), and Marathon P etro l eum Company L P , a Delaware l imited partnership ("MPC''), both referred to jo i n t ly as the "Parties" and eac h individ u ally as a "Party".

RECITALS

WHEREAS, MPC desi r es to move Crude Petroleum and Produc t s ("Commodities") on the Pipeline System as defined herein;

WHEREAS, MPL i ntends to provide transportation services with respect to Commodities owned by MPC on the Pipe li ne System, as further desc r ibed herein, subject to the terms and condition s of this Agreement;

WHEREAS, MPL desires to transport Commodities for MPC o n the Pipeline System, subject to the terms and conditions of this Ag r eement; and

WHEREAS , MPL has requested that MPC ag r ee that certain min i mum volumes of Commodi t ies will be tendered through the Pipeline System.

NOW THEREFORE , in cons i derat i on of t he prem i ses and mutual covenan t s se t for t h hereinafte r , MPC and MPL agree as follows:

1.
Definitions
"Affiliate " means , with respect t o any Person, any other Person that directly or indirectly t hrough one or more intermediaries controls, is contro ll ed by or is under common control with , the Person in quest i on.
"App li cable Law " means any applicable statute , la w, regulation , ordinance, ru l e , determination, judgment, ru l e of Law, orde r , decree, permit , approval , concession, grant, franchise, license , requirement, or any similar form of decision of, or any provision or condi t i on of any permit, license or other operating authorizat i on issued by any Governmental Autho r ity having or asserting jurisdiction over the matter or matters in question, whether now or hereafter i n effect.
"Barrel" means forty-two (42) U.S. gallons measured at sixty (60) degrees Fahrenheit.
" Business Days" means a Day, other than Sa t urday or Sunday , when banks a r e open fo r business in New York, New York.
"Capacity Restoration" has the meaning set forth in Section 5.4.
"Commodities" has the meaning set forth in the Recitals.


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"Confidential Information" means any propr i etary or confidential i nformation that is competitively sensitive material or o t herw i se of va l ue to a Party or i ts Affiliates and not generally known to the public, including trade secrets, scientific or technical informa t i on , design, invention, process, procedure, formula, i mprovemen t s, product p lanning info rm at i on, marke t ing strategies, financ i al information, info r mation regarding operations, consumer and/or customer relationships, consumer and / or cus t omer identities and profi l es, sa l es es t imates, business p l ans , and internal performance results r e l ating to the past, present or future business activities of a Party or its Affiliates and the consumers, cus t omers, cl i ents and suppliers of any of the foregoing. Confidential Information inc l udes such informa t ion as may be contained i n or embodied by documents, substances, engineer i ng and l abora t ory notebooks , reports, data, specifications, computer source code and object code, flow charts, databases, drawings, pilot plants or demonstrat i on or operating facilities , diagrams, spec i fications, bills of material, equipment, prototypes and models, and any o th er tang i ble manifestation (includ i ng data in computer or other d i gita l format) of the foregoing; provided, however, that Confidential Information does not include information tha t a receiving Party can show (a) has been pub l ished or has otherwise become available to the general public as part of the pub li c domain without b re ach of this Agreement , (b) has been furnished or made known to the receiving Party without any obligation to keep it confidential by a third party under circumstances wh i ch are not known t o the receiving Party to involve a breach of the third party's obligations to a Party or (c) was developed independent l y of information furnished or made available to the receiving Party as contemplated under this Agreement.

"Control" means the possession , direct l y or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting secur i t i es, by contract or otherwise.

"Credit Period ' ' has the meaning set forth in Section 3 . 6.

" Crude Petro l eum" means e i the r the direct liquid products of o i l wells, or a mixture of the d i rect liquid products of oil wells w i th the indirect liquid products of o il o r gas wells, including gasoline and liquefied petroleum gases, all of which are of merchantable quality when the American Petro l eum Institute ("API") gravity is 50.9 degrees or less.

"Day" means a period of twenty-four (24) consecutive hours commencing 12:00 a.m . Central Standard Time, or such other per i od upon which the Parties may agree .

"Deficiency Volume" has the meaning set forth in Section 3 . 5.
“Deliveries " means the volume of Commodities delivered through the Pipe l ine System . "Effective Date" has the meaning set forth i n Section 2.1 .


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"Extension Period" has the mean i ng set forth in Section 2.2.

"FERC" means the Federa l Energy Regulatory Commission or any successor governmenta l agency having jurisdiction over the regu l ation of common ca r r i er pi p elines currently governed by the FERC .

"Force Majeure" means acts of God, fires, floods, storms; compliance with orders of courts or Governmental Authorities; explosions, wars, terrorist acts, riots, strikes, lockouts or other indust ri a l disturbances; accidental disruption of service; breakdown of machinery, storage tanks or pipelines and inability to obtain or unavoidable delays in obtaining mate r ial or equipment; and similar events or circumstances that prevent a Party's abi l ity to perform its obligations under this Agreemen t , so long as such events or circumstances are beyond the Party's reasonable contro l and cou l d not have been prevented by the Party's due diligence; provided, however, that a Party's fai l ure to pay any amounts due hereunde r shall not const i tute a Force Majeure event.
"Force Majeure Notice" has the meaning set forth in Section 4.1. "Force Majeure Period" has the meaning set forth in Section 4. 1 .

"Governmental Author i ty" means any federal, state, local or foreign government o r any provincial, departmental or other poli t ical subdivision thereof, or any entity, body or authority exercising executive, legislative, jud i cia l , regulatory, administrative o r othe r governmental functions or any court , department, commission , board, bureau, agency, instrumentality or administrative body of any of the fo r ego i ng.

" Initial Term" has the meaning se t forth in Section 2.2.

"MPC D eliveries " means the volume of Commodities that MPC as the shipper of record delivered through the Pipe li ne System.
"MPC T ermination Notice" has the meaning set forth in Section 4 . 2 . "Minimum Capacity" has t he mean i ng set forth in Section 3.3. "Monthly Commi t ment" has the meaning set forth in Section 3 . 6.

"Nom i nation" means a written designation by a Shipper of an approx i mate quantity of Commodities for transporta t ion from a specified origin point(s) to a spec i fied destination point(s) over a period of one operat i ng mon t h as further outlined in the Tolls.

"Nominated Vo l ume" means, with r espect to any period, the vo l ume of Commodities nominated in such period by MPC pursuan t to t he Tolls.

" Notice Per i od" has the meaning set forth in Section 7.1.

"Operat ion al Modification" has the meaning se t forth in Section 6.

"Person" means any i nd i vidual, partnership, limited partnership , joint venture, corporation,

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limited liability company, limited li ability partnership, trust, unincorporated organization or Governmental Autho rit y or any department or agency thereof.

"Pipeline Segment" refers to any subset or part of a Pipeline System.

" Pipeline System" means t he individual pipeline sys t ems li sted in Exhibit "B" attached hereto and made a part he reo f. When referenced in this agreement, at no time does Pipeline System r efer to the aggregat i on of requirements as the requi r ements stay with the i ndividual pipeline sys t ems listed in Exhibit "B".

"P repaid Transportation Credits" has th e meaning set forth in Section 3 . 6.

"Products" means refined petroleum products, intermediate petroleum products and liquefied petroleum gas ("LPG") provided they are of merchantable quality .

" Quarter" means the consecutive three (3) calendar month periods, or po r t i on the r eof, commencing January 1 , April I, July 1 and October I of each year during the Term hereof.

"Quarter l y Deficiency Payment " has the meaning set forth in Section 3 . 5.

" Quarterly Throughput Commitment" means , w i th respect to a Quarter, a vo l ume of Commodities equal to (a) th e Commitment Barrels per Day as shown in E xhibit "B" on the Pipeline System for such Quarter, multiplied by (b) the number of Days in such Quarter . The Quarter l y Throughput Comm i tment will be reduced proportionately for any partial Quarter during the T erm .

"R epresentatives" has the meaning set forth in Section 1 0.1. "Suspension Not i ce" has the meaning set forth in Section 7 .1.

"To lls" mean MPL's rules and regula t ions governing transportation and associated rates for movements to and from the destinations and origins outlined in Ex hibits " B," "C-1," and “C-2,” under which Commodities are transported through the Pipeline System i n alignment with the requirements of this contract.

" Rates" means the rates set forth in the To ll s (Exhibit "B") for the transportation of Commodities on the Pipeline System.

"Term" has the meaning set forth in Sect i on 2.2.
"Termination N otice " has the meanin g set forth in Section 4 .1.

"Weighted Average Toll Rate" means , with re spect to the Pipeline System, the average Toll Rates actually incurred by MPC during any Quarter for transportation of a ll MPC Deliveries on the Pipeline System for such Quarter.

2.
Effective Date and Term

2.1
MPC's obligations, as described in this Agreement, shall commence on November 1, 2017 (the " Effe ctive Date").

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2.2
This Agreement shall be effective for a time period commencing on the Effective Date and shall continue thr ough December 3 1 , 2026 (the "Init ia l Term"). This Agreement will automatically renew for up to two (2) renewal terms of four (4 ) years each (each, an "Extension Period") unless either Party provides the o ther Party with written notice of its inten t to terminate this Agreement at least six (6) months prior to the end of the Ini tial Term or the then-current Extension Period. The Initial Term and all Extension Periods, if any, shall be referred to in this Agreement collectively as the "Term" .

3.
Toll Rates and Commitments

3.1
During the T erm, MPC shall ship on each of the Pip e lin e Systems each Quarte r an aggregate v olume of Commodities equal to i ts Quarterly Thro u g hput Commitment for such Quarter or, in th e event it fa il s to do so, shall remit to MPL the Qua rte rly Defici ency Payment pursuant to Section 3.5 . All vo l umes shipped by MPC on the Pipeline System will be subject to th e Tolls , as may b e amended from time to time in accordance with FERC methodologies and as provided herein .

3.2
MPC shall be deemed to have shipped its Quarterly T hroughput Commitment on the Pipe l ine Sys t em if the average quant ity of Commodities that MPC ships on the Pipeline Sys tem in any Quarter under the Tolls equals at least the Quarterly Throughput Comm i tm ent for such Quarter.

3.3
Except during a Force Majeure e vent, a temporary shutdown or derate of the applicable Pipeline System fo r pipeline inspection, testing, maintenance or re pair or for those ex traordinary costs above and beyond t hose expected for normal maintenance a nd repair as referenced in Section 5.4 of this Agreement, MPL agrees to maintain and operate the Pipeline System so that the actual operating capacity that is available for shipment of Commod i ties equals or exceeds on average the M in imum Capacity as listed by Pipeline System in Exhib it B .

3.4
MPC agrees to pay MPL monthly: (a) the Toll Rates in effect for all MPC Deliver i es transported by MPL on the Pipeline System during such month; and (b) any viscosity surcharge, loading, handling, transfer and other charges incurred with respect to such MPC Deliveries for such mon t h in accordance with the provisions as set forth in the Tolls. Such monthly payments will be paid by MPC to MPL within fifteen (15) Days of the invoice date.

3.5
Subject to the provisions of Section 4, if the aggregate volumes of Commodities shipped by MPC on the Pipeline System during any Quarter are less than MPC's Quarterly Throughpu t Commitment for such Quarter then, in addition to paying any amounts incurred by MPC pursuant to Section 3.4 with respect to the MPC Deliveries for such Quarter, MPC shall also pay MPL a deficiency payment (the "Quarterly Deficiency Payment") equal to the product of:

(a)
the difference between MPC's Quarterly Throughput Commitment for such Quarter and the aggregate volume of MPC Deliveries for such Quarter (the "Deficiency Volume"); and

5






(b)
the Weighted Average Toll Rate for such Quarter.
Quarterly Deficiency Payments, if any, shall be paid by MPC to MPL either ten
(10) Days following MPC's receipt of the applicable i n voice from MPL or the last Day of the month following the end of the applicable Quarter, whichever is later.
3.6
The dollar amount of any Quarterly Deficiency Payments paid by MPC shall constitute prepayment for transportation of Commodit i es by MPC on the Pipeline System and will be posted as a credit ("Prepaid Transportation Credits") to MPC's account. If, during any Quarter during the Term , MPC Deliveries exceed MPC's Quarterly Throughput Commitment for such Quarter, MPC shall be permitted to apply Prepaid Transportation Credits against any amounts due from MPC and payable to MPL with respect to the transportation of any volumes in excess of MPC's Quarterly Throughput Commitment for such Quarter. Any Prepaid Transportation Credits that are not used by MPC during the four (4) Quarters immediately following the Quarter for which said Prepaid Transportation Credits were posted to MPC's account (the "Credit Period") will expire. If during any such four (4) Quarter period the Nominated Volume for any month equals or exceeds the applicable portion of the Quarterly Throughput Commitment for such month (the "Monthly Commitment"), but MPC is prevented from shipping volumes in excess of the Monthly Commitment during such month because of a lack of available capacity on the Pipeline System, either because (a) the Pipeline System is undergoing testing, maintenance or repair, or;
(b) a Force Majeure has occurred that prevents MPL from transporting MPC volumes on the Pipeline System in excess of t he Monthly Commitment, then the Credit Period shall be extended by an equivalent time period for which MPC has been prevented from shipping volumes on the Pipeline System in excess of the Monthly Commitment.
3.7
Notwithstanding anything in Section 3.6 to the contrary, upon the expiration or termination of this Agreement for any reason, to the extent that MPC, at the time of such expiration or termination, ho l ds any unused Prepaid Transportation Credits, MPC shall be permitted to apply such Prepaid Transportation Credits against any amounts incurred by MPC and payable to MPL with respect to any MPC Deliveries on the Pipeline System until the expiration of the applicable Credit Period with respect to such Prepaid Transportat i on Credits. This Section
3.7      shall survive the expiration or termination of this Agreement.
3.8
If, during any month, the Nominated Volume on the Pipeline System averages at least the Monthly Commitment for such month, and MPC is prevented from shipping the Monthly Commitment solely because the available throughput or storage capac i ty of the Pipeline System falls below the Minimum Capacity, then MPC shall be deemed to have shipped the Monthly Commitment for such month .
3.9
No later than the 20th Day of the month following each Quarter, MPL shall provide to MPC a spreadsheet, substantially in the form of Exhibit "A " attached hereto and made a part hereof, showing MPC's total throughput on the P i peline System and any Quarterly Deficiency Payments paid by MPC for such Quarter, as well as any Prepaid Transportat i on Credits in MPC's account.
3.10
MPL may file to amend the Toll Rates based on the FERC inflationary index for interstate pipelines. If the FERC terminates its indexing methodology and does not adopt a new methodology, the Parties will negotiate in good faith to determine any

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adjustment to the Toll Rates.

3.11
MPC shall reimburse MPL for, or MPL shall be permitted to put in place Toll Rate increases for, each of the following:

(a)
any costs incurred by MPL in complying w i th any new Applicable Laws that affect the services provided to MPC under this Agreement, prov i ded that (i) compliance by MPL with any such new Applicable Law requires substantial and unanticipated capital expenditures by MPL, and (ii) MPL has made efforts to mitigate the effec t of such Applicable Laws . MPC and MPL will negotiate in good faith to agree on the level of the increased Toll Rates, which will be sufficient to allow MPL t o recover its cost of service consistent with established FERC ratemaking principles;

(b)
all taxes (other than income taxes, gross receipt taxes, ad valorem taxes, property taxes and similar taxes) incurred by MPL on MPC's behalf with respect to the services provided under this Agreement, to the extent such reimbursement is not prohibited by Applicable Law; and

(c)
the actual costs of any capital expenditures MPL agrees to make at MPC's request.

3.12
MPC and its duly authorized representatives may, at MPC's option and at its sole expense at all reasonable times, bu t not more often than once in any calendar year, audit the books and records of MPL w i th respect to the Quarterly Deficiency Payments and any amounts payable by MPC hereunder. Any audit of a particular calendar year must commence during the two-year period (or such longer period as the Parties may agree) follow i ng the end of such year.

3.13
During the Te rm hereof, MPL shall maintain the Tolls for transportation of Commodities through the Pipeline System and, except as express l y provided herein, MPL shall not make material changes to the Tolls without MPC's consent, which shall not be unreasonably withheld. MPC's withholding its consent shall not be considered unreasonab l e if the proposed Toll change would materia ll y restr i ct or li mit MPC's ability to ship the Quarterly Throughput Commitment on terms (other than toll rates) consistent with those set forth in this Agreement or would otherwise negatively alter or abridge MPC's rights (other than with respect to toll rates) as stated in this Agreement.

3.14
Notwithstanding Section 3.11, MPL may change the Tolls as may be reasonably required in response to changes in applicab l e Laws . However, before putting in place any such To ll changes , MPL sha ll transmit a copy of the proposed Toll change to MPC and afford MPC a reasonable period of t ime to submit comments to MPL as to whether the proposed Toll change is acceptable and in accordance with the provisions of this Agreement. MPL shall take into account MPC's comments in any To ll that it subsequent l y put in p l ace.

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4.
Force Majeure
4.1
As soon as possible following the occurrence of a Force Majeure event, MPL shall provide MPC with written notice of the occurrence of such Force Majeure event (a "Force Majeure Notice"). MPL shall identify the full particulars and the approximate length of time that MPL reasonably believes in good faith such Force Majeure event shall continue (the "Force Majeure Period"). If MPL advises in any Force Majeure Notice that it reasonably believes in good faith that the Force Majeure Period shall continue for more than twelve (12) consecutive months, then, subject to Section 5 below, at any time after MPL delivers such Force Majeure Notice, either Party may terminate this Agreement, but only upon delivery to the other Party of a notice (a ''Termination Notice") at least twelve ( 12) months prior to the expiration of the Force Majeure Period; provided, however, that such Termination Notice shall be deemed canceled and of no effect if the Force Majeure Period ends prior to the expiration of such twelve (12) month period. For the avoidance of doubt, neither Party may exercise its right under this Section 4.1 to terminate this Agreement as a result of a Force Majeure event with respect to any machinery, storage, tanks , lines of pipe, or other equipment that Has been unaffected by, or h as bee n r estored to wo r king order since, the applicable Force Majeure event, including pursuant to a restoration under Section 5.4.
4.2
Notwithstanding the foregoing, if M P C delivers a Termination Notice to MPL (the "M P C Terminat i on Notice") and , within thirty (30) Days after r ece i v i ng such MPC Termination Notice, MPL notifies MPC that MPL reasonably believes i n good faith that it shall be capable of fully pe r forming i ts obligations under t h is Agreement within a reasonab l e period of t i me, then t h e MPC Termination Notice shall be deemed revoked and the applica b le portion of th i s Agreement shall continue i n fu ll force and effect as i f such MPC Termination Notice h ad never been given.
4.3
Subject to Sect i on 5 be l ow, MPL 's ob li gations to t ransport the app li cable Minimum Capacity on a P i p e l ine Segment may be tempora r ily suspended dur i ng the occurrence of, and for the ent i re durat i on of, a Fo r ce Majeure event that prevents MPL from transporting the applicable Minimum Capacity on such Pipeline Segment. If MPL is unable to t ransport the M i nimum Capac i ty due to a Force Majeure event, the n MPC's obligat i on to ship the Quarterly Throughpu t Commitment and pay t he Quarter l y Deficiency Payment shall be reduced to the extent t hat MPL is prevented from transport i ng the fu ll Quarterly Throughpu t Commitment. At such t i me as MPL is capable of transporting vol u mes eq u al to the Quarterly Throughpu t Commitment, MPC's ob li gation t o ship the fu ll Quarterly T hroughput Commitment shall be restored.
4.4
If MPC experiences a Force Majeure event at one of its refineries, MPC sha ll provide MPL with wr i tten notice of the occurrence of such Force Ma j eure even t. MPC shall ident i fy t he fu ll particu l ars and approx i ma t e length of time t hat MPC reasonab l y be li eves in good fait h such Force Majeure event shall continue . If such Force Majeure event reduces MPC's Canton or Garyv ill e Crude P etroleum throughput capacity by at least 50% fo r a period of thirty (30) D ays or more, then MPC's Quarterly Throughput Comm i tment on the Pipeline Sys t em indicated in Exhibit ' ' B" will be r educed b y 50%, regardless of the actual reduction in such refinery's Crude Petroleum throughput capacity, for the durat i on of such r eduction in throughput capacity.

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5.
Capabilities of the Pipeline System

5.1      MPL shall use reasonable commercial efforts to minimize the d i sruption of service on the Pipel i ne System and any Pipe li ne Segment. MPL shall promptly info r m MPC of any anticipated partial o r complete disruption of service on the P i peline System and any Pipeline Segmen t that is reasonably expected to ex t end for more t h an twenty - four (24) hours, including relevant information about the nature, exten t , cause and expec t ed duration of the disruption and the actions MPL i s taking to resume full operat i ons, provided that MPL shall not have any liabili t y for any failure to notify , or delay in notifying, MPC of any such matte r s except to t he extent MPC has been materially prejudiced or damaged by such failure or delay. MPL will provide MPC with at least ninety (90) Days' notice of any planned maintenance o r repair activity on the Pipeline System th at will significantly reduce the Minimum Capacity for any Pip eline Segment.

5.2
Subject to Force Majeure, disruptions for routine inspection, testi ng, repair and maintenance consistent with hazardous li quid pipeline industry standards, scheduling requirements as set forth in the Tolls, and any requirements of Applicable Law, MPL shall accept for shipment on the Pipeline System in accordance with hazardous liquid pipeline industry standa rds all Commodities that meets the quality specifications of the To lls . Further, MPL shall maintain and repair all portions of the Pipeline System in accordance with hazardous liquid pipeline industry standards and in a manner which allows each Pipeline Segment to be capable, subject to Force Majeure or temporary shutdown for pipeline inspection, testin g, repair and maintenance, of shipping, storing and delivering volumes of Commodities which are no less than the Minimum Capacity.

5.3
If, for any reason, including w i thout limi tation a Force Majeure event , the th rou ghpu t or storage capac i ty of any Pipeline Segment falls below the Minimum Capacity, then (a) during such period of r ed uc ed throughput or storage MPC's obligation to ship th e Quarterly T hroughput Commitment shall be reduced as described in Sect i on 4.3 above and (b) within a reasonable period of time after the commencement of such reduction, MPL shall make repairs to and / or replace the affected portion of such Pipeline Segment to restore th e capacity of such Pipeline Segment to the Minimum Capacity . Except as provided below in Sect ion 5.4 and Section 5.5, all such restoration shall be at MPL's cost and expense unless th e damage creating the need for such repairs was caused by the negligence or willful misconduct of MPC, its employees, agents or customers.

5.4
If, for any reason , MPL fails to maintain the capacity of any Pipeline Segment at least at the Minimum Capacity for a period of thirty (30) consecutive Days, except du ring a Force Majeure event or temporary sh u tdown for pipeline testing, repair or maintenance, either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days' prior written notice. Any such meeting shall be held at a mutually agreeable loc at ion and will be attended by executives of both Parties having sufficient authority to commit his or her re spective Party to a Capacity Restoration (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the restoration of capacity on the Pip eline System

9




which will, among other things, spec ify steps to be taken by MPL to fully accomplish such restoration and the deadlines by which such re storation must be completed (the "Capac i ty Restoration"). Any such Capacity Restoration shall set forth an agreed upon time schedule for such restoration. Such time schedule sha ll be reasonable under the circumstances, consistent with customary pipeline transportation indu stry standards and shall take into consideration MPL's economic considerations r elating to costs of the repairs and MPC's requ ir ements concerning i t s operations.    Subject to the remainder of this Section 5 .4 and to Section 5.5, MPC shall bear the entire cost of any Capac i ty Restoration. In the event MPC's economic considerations justify incurring additiona l costs to restore the Pipeline System in a mo r e expedited manner than the time schedule determined in accordance with the preceding sentence, M PC may require MPL to expedite the restoration to t he ex t ent commercially reasonable, subject to MPC's payment, in advance, of the estimated incremental costs to be incurred by MPL as a result of such exped i ted time schedule . In the event the Parties ag r ee t o an expedi t ed restoration plan whe r ein MPC agrees to fund a portion of the restoration cos t , th en neither Party shall have the right to terminate this Agreement pursuant to Sect i on 4. 1 above so long as such restoration i s being conducted with due diligence , and M PC shall pay suc h portion of the restoration cost to MPL in advance based on an estimate conforming to applicable hazardous liquid p i peline industry standards. Upon completion of t he restoration, MPC shall pay the difference between the actua l portion of r estoration costs to be paid by MPC pursuant to this Section 5.4 and the estimated amount paid under the preceding sentence within thirty (30) Days after receipt of MPL's invoice or, if appropriate, MPL shall r efund to MPC the excess of the estimate paid by MPC over MPL ' s actual costs as previously described within thirty (30) Days after completion of the re storation .

5.5
If MPL either; (a) refuses or fails to meet with MPC within the period set forth in Section 5.4, (b) refuses to ag re e to perform a Capacity Restoration or (c) fails to perform its obligations in comp li ance with the terms of a Capacity Restoration , then MPC may require MPL to complete a res to ration of the applicable Pipeline Segment. Any such restoration required under this Section 5.5 shall be comp l eted by MPL at MPC's cost. MPL sha ll use commercially reasonable efforts to continue to provide transportation of Commodities tendered by MPC under t h e Tolls while such restora t ion is being comp l eted. Any work pe r formed by MPL pursuant to th i s Section 5.5 shall be performed and completed in a good and workmanlike manne r consistent with applicab l e hazardous liquid pipeline industry standards and in accordance with all App li cab l e Laws.

5.6
The serv i ces prov id ed by MPL pursuant to this Agreement shall consist only of transportation pursuant to the Tolls and MPL will not be obligated to provide termina lli ng or tankage fac ili t i es at any location or any intermedia t e interconnection point or truck unloading as part of t he services i t provides.

5.7
Any li ability and measuremen t of volume losses of Commod i ties will be governed by the T olls.

6.
Operational Modification, Additional Facilities and Capacity Expans i on Requested by MPC
MPC may at any time make a written request to MPL fo r an operational modification,

10




including new tru ck unloading facilit i es or other facilities and / or a capacity expa n s i on of the Pipeline System (each, an "Operational Modification"), and shall include in such written request the parameters and specifications of the requested Operational Modification. Upon receipt of such a reques t , MPL shall prompt l y evaluate the relevant factors related to such request, includ in g, w i thout limitation: engineering and design criteria, lim i tations affecting the Operational Modification, cost and financing facto r s and the effect of the Operational Modificat i on on the overall operation of the Pipeline System. If MPL determines that such Operational Modification is operationally and commercially feasible, MPL shall present a proposal to MPC concerning the design and projected costs of such Operational Modificat i on and the manner in which such costs might be funded by or rec overed from MPC. If MPL determines the Operat i onal Modification is not commercially or operationally feasible, i t shall provide MPC with an explanation of and justification for such determination. If MPL not i fies MPC that the Operational Modification may be commercially and operationa ll y feasible, the Parties shall negotiate in good faith to determ i ne appropr i ate terms and conditions of MPL's implementation of such Operational Modification, which shall i nclude, without limitation, the scope and the appropria t e timing of such Operational Modification, as well as a reasonable return on capital with respec t of such Operational Modification, which may include, without limitation, direct funding of all or part of the costs by MPC, an increase in Toll Rates and / or an increase in the Quarterly Throughput Commitment.

7.
Suspension of Refinery Operations

7.1
In the event MPC decides to permanently or indefinitely suspend refining operations at its Canton , Ohio or Garyvi ll e, Louisiana refineries for a period that shall continue for at leas t twelve (12) consecutive months, MPC may p r ovide written notice to MPL of MPC's intention to suspend operations (the "Suspension Notice " ). Such Suspension Notice shall be sent at any time after MPC has publicly announced such suspension, and upon the expiration of the twelve (12) month period following the date such notice is sent (the "Notice Period"), this Agreement shall terminate for the Pipeline System identified in Exhibit "B". If MPC publicly announces, at least two (2) months prior to the expiration of the Notice Period, its intent to resume operations at its Canton, Ohio or Garyville, L ouisiana refineries, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspens i on Notice h ad never been de l ivered.

7.2
If refining operations at any of MPC's refineries are suspended for any reason ( i ncluding refinery turnaround operations and other planned mai n tenance), MPC shall remain liable for Quarterly Deficiency Payments under this Agreement for the duration of such suspension, unless and until this Agreemen t is terminated for the P ip eline System identified in Exhibit "B" as provided in Section 7. 1. MPC shall provide MPL with at least thirty (30) Days' prior written notice of any suspension of operations at its refineries due to a planned refinery turnaround or significant scheduled maintenance.

8.
Nominations and Tenders

MPC's monthly nominations and tenders of Commodities for shipment through the Pipeline System, and MPL's obligation to accept and transport such vo l umes of Commodities, shall at all times be subject to the terms and provisions of the Tolls

11




consistent with the rights and obligations of the Parties under this Agreement.

9.
Regulatory Matters

9.1
In the event that the FERC takes any adverse action with respect to the Tolls that negatively affects the rights or obligations of MPC under this Agreement , MPL shall diligently defend the Tolls, including appealing any such adverse action . If any such adverse action is not stayed pending appea l , each Party's obligations under this Agreement shall be suspended until a stay is implemented or a final, non-appealable decision is rendered with respect to such adverse action . If a final, non-appea l able decis i on is ultimately issued by the FERC and confirmed by a court having final authority in the matter that requires MPL to amend the Tolls in a manner that is fundamentally contradictory to the provisions of this Agreement, then the Parties shall negotiate in good faith to amend this Agreement to comply with any such judgment and to retain the protections and structures reflected by its current terms to the maximum extent permissible under such judgment. In the event the Parties are unable to reach agreement with respect to such an amendment within a reasonable period of time (wh i ch shall not be less than thirty (30) Days) after the issuance of such final judgment, then either Party may terminate this Agreement upon written notice to the other Party.

9.2
MPC hereby agrees: (a) to take all such actions and do a ll such th i ngs as MPL shall reasonably request in connection with its applications for, and the processing of, any necessary certificates, approvals and authorizations of any app li cable Governmental Authorities; (b) at all times to support the Tolls specified in this Agreement as a rate that MPC has agreed to pay; (c) not directly or ind i rect l y take any action that indicates a lack of support for the T olls at the t erms agreed to by MPC in this Agreement; and (d) not to file any action , protest, complaint or o th er action with the FERC with respect to the Tolls , including any increased rates based on the inflationary index referred to in Section 3.10.

9.3
In carrying out the terms and provisions of this Agreement, the Part i es shall comply with all present and future Applicable Laws of any Governmental Authority having jurisdiction.

10.
Confidentiality

10 . 1
From and after the Effective Date, each Party shall hold , and shall cause its Affiliates and its and their respective directors, managers, officers, employees, agents, consultants, advisors, contractors and other representatives (collectively, "Representatives") to hold all Confidentia l Information of the other Party in strict confidence, with at least the same degree of care that applies to such Party's confidential and proprietary information and shall not use such Confidential Information except in connection with its performance or acceptance of services hereunder and shall not release or disclose such Confidential Information to any other Person, except its Representatives. Each Party shall be responsible for any breach of this sect i on by any of its Representatives.


12




10.2
If a Party receives a subpoena or other demand for disclosure of Confidentia l Information rece i ved from any other Party or must d i sclose to a Governmental Authority any Confidential Information received from such other Party in order to obtain or maintain any required governmental approval , the receiving Party shall, r to the extent legally permissible, provide notice to t h e providing Party before disclosing such Confidential Information. Upon receipt of such notice, the providing Party shall promptly either seek an appropriate protective order, waive the receiving Party's confidentiality obligations hereunder to the extent necessary to permit the receiving Party to respond to the demand, or otherwise fully satisfy the subpoena or demand or the requirements of the applicable Governmental Authority. If the receiving Party is legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this section, the receiving Party may disclose that portion of Confidential Information covered by the not i ce or demand.

10.3
Each Party acknowledges that the disclosing Party would not have an adequate remedy at law for the breach by the receiving Party of any one or more of the covenants contained i n this Section 10 and agrees that, in the event of such breach, the disclosing Party may, in addition to the o t he r remedies that may be available to it , apply to a court for an injunction to prevent breaches of th i s Section 10 and to enforce specifically the terms and provisions of this Section 10. Notwithstanding any other section hereof, the provisions of this Section 10 shall survive the termination of this Agreemen t.

11.
Assignment

Neither Party may assign i ts rights under this Agreement without prior written consent from the other Party, which consent shall not be unreasonably withheld; provided, ho w ever, that either Party may assign its rights under this Agreement to a successor in interest resulting from any merger, reorganization, consolidation or as part of a sale of all or substantially all of its assets or to an affiliate. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the successors and assigns of the Parties hereto.
12.
Representations and Warranties

Each Party to this Agreement represents and warrants to the other that it is an entity duly organized, validly existing and in good standing under the l aws of the state of its organization and has all requisite corporate power and corporate authority to enter into this Agreement and to carry out the terms and provisions hereof.

13.
Termination and Amendment

13.1
This Agreement may not be terminated, except as expressly provided herein, nor may any of its provisions be amended or waived w i thout pr i or written consent of both Parties hereto.

13.2
Neither failure nor delay by any Party to exercise any right or remedy of such Party provided herein shall operate as a waiver with respect to a future exercise thereof, nor shall any sing l e or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

13.3
In the event of any breach of a term or condition of thi s Agreement by e i ther Party,

13




the other Party's remedy shall be limited to the direct damages caused thereby and i n no event shall a Party be liable to the other Party for any consequential, special , indi re ct, punitive, or exemplary damages, howsoever caused.

13.4
Upon termination of this Agreement for reasons o th er than a default by MPC or any other termination of this Agreement initiated by MPC pursuant to Section 4 or Section 7, MPC shall have the right to require MPL to enter into a new transportation services agreement with MPC that (i) is consistent w i th the terms and objectives set forth in this Agreement and (ii) has commercial terms that are , in the aggregate , equal to or more favorable to MPL than fair market value terms as would be agreed by unaffiliated part i es negotiating at arm ' s length provided; however, that the term of any such new transportation services agreement shall not extend beyond December 31, 2035.

14.
Notices

Any notice, statement, or invoice provided for in th i s Agreement shall be in writing and shall be considered as having been given if hand carried , facsimiled, emailed, or if mailed by United States mail , postage prepaid, t o the following address, respectively:
 
MPC:
 
 
 
Name:
Marathon Petroleum Company LP
 
 
Address:
539 S. Main Street
 
 
Findlay, OH 45840
 
Attention:
General Counsel
 
 
Fax:
 
 
 
Email:
 
 
 
 
 
 
 
MPL:
 
 
 
Name:
Marathon Pipe Line LLC
 
Address:
200 E . Hardin Street
 
 
 
Findlay , OH 45840
 
 
Attention:
BO&P Manager
 
 
Fax:
 
 
 
Email:
 
 
or to such other address as such Party may indicate by a notice delivered in accordance with this Section 14.

15.
Governing Law

This Agreement shall be construed and interpreted in accordance with the laws of the State of Ohio, without recourse to any principles of law governing conflicts of law , that would otherwise require the applicat i on of the laws of another jurisdiction .




14




16.
Severability

In the event any provision of this Agreement is held to be invalid , illegal or unenforceable in any respect by a court of competent jurisdiction, or by an empowered government agency, such findings shall not affect the remaining provisions of this Agreement, which are not found to be invalid, illegal or unenforceable, unless such construction would be unreasonable.

17.
Default

17.1
Either Party hereunder shall be in default if such Party: (a) materially breaches any provision of this Agreement and such breach is not cured w i thin fifteen (15) Days after notice thereof (which notice shall describe such breach in reasonable detail) is received by such Party; provided, however, that if such breach is not capable of being cured within fifteen (15) Days but the defaulting Party promptly commences and diligently prosecutes such cure, then such cure period will be extended for up to an additional ninety (90) Days; (b) becomes insolvent , enters voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors; (c) fails to pay any undisputed sums due hereunder when due.
17.2
If either Party is in default as described above, then the non-defaulting Party may:
(a)
terminate th is Agreement upon notice to the defaulting Party; (b) withhold any payments due to the defaulting Party under this Agreement; (c) suspend the performance of its obligations hereunder; and/or ( d) pursue any other remedy at law or in equity.

18.
Wa iver of Jury Tria l

EACH PARTY WAIVES, TO THE F U LLEST EXTENT PERMITTED BY APPLICABLE LAW , ANY RIGHT IT MAY HAVE TO A TRIAL BY J URY IN RESPECT OF ANY PROC EE D INGS RELATING TO THIS AGRE E M E NT OR ANY PERFORMANCE OR FAILURE TO PERFORM OF ANY OBLIGATION HEREUNDER.

IN WITNESS WHEREOF, MPL and M PC have caused this Agreement to b e duly executed, all as of the date set forth above.


Marathon Petroleum Company LP

By: MPC Investment LLC, its General Partner
Marathon Pipe Line LLC


 
 
 
 
 
 
 
By:
 
/s/ C. Michael Palmer
 
By:
 
/s/ Timothy J. Aydt
 
 
 
 
 
 
 
Name:
 
C. Michael Palmer
 
Name:
 
Timothy J. Aydt
 
 
 
 
 
 
 
Title:
 
Senior Vice President
 
Title:
 
President
 
 
 
 
 
 
 
 
 
 
 
 
 
 


15






Exhibit A

(quarterly spreadsheet of throughput as required in Section 3.9)

TSAIMAGEA01.JPG



16




Exhibit B - Tolls


Pipeline System
Minimum Capacity (BPD)
Commitment Barrels Per Day
Toll Rates ($/BBL)
Refin e ry connection per S e ction 4. 4 & 7 . 1
Lima - Canton l 2 " - 16" Crud e
83,900
57,500
1.0739
Canton
L ima Pump - out (Products)
28,800
13,500
0.1011
 
St. James - Garyville 30" Crude
600,000
450,000
0.2780
Garyville
Toledo - Steubenville 6"- 4" Products
28,800
9,800
0.9083
 


17




Ex h ibit C - 1 (To ll s)

Rules and Regulations Governing Transportation of Crude Petroleum by Pipeline

This Car r ier will undertake the Transportation of Crude Petroleum as defined herein, receiving and delivering the same through it s own facilities and l ines, subject to the executed Transportation Services Agreeme n t and the following rules an d regulations :

1.
De finit io n s
As used in these rules and regulations, the following meanings are applicable :

“Ba r r e l means forty-two (42) United States gallons.

”Carrier” means and refers to Hardin Street Transportation LLC or its designated operator.

“C r ude Petro l eum” means either the direct liquid products of oil wells , or a mixture of the direct liquid products of oil we ll s with the indirect liquid products of oil or gas wells including gasoline and liquefied petroleum gases, all of which are of merchantabl e quality when the AP I grav i ty is 50.9 deg r ees or less.

“H i gh G r avity Petroleum means eith e r the direct product of oil wells, or a mixture of the direct liquid products of oil wel l s with indirect liquid products of oil or gas wells including gaso l ine and liquefied petroleum gases, all of which are of merchantable quality with an AP ! gravity of 51 degrees through 78.9 degrees .

”Nomination” means a written designation by a Shipper to th e Carrier of an approximate quantity of Crude Petroleum for T ranspo rt ation from a specified origin point(s) t o a specified destination point(s) over a period of one Operating Month in acco r dance with these rul e s and regulations.

“Nomination Date” means the twentieth (20th) day of the month preceding the Operating Month.

“Operating Month for a Shipper means any calendar month in wh i ch the Carrier transports Crude Pet r oleum. For purpose hereof the calendar month shall be deemed to begin on the first day of such month at 7:00 a.m. (Central Time).

“Sh ipper” means Marathon Petroleum Co m pany LP

“Te nder” means an offer by a Shipper to the Ca rr ier of an approximat e quantity of Crude Petroleum for Transportation from a specified origin point(s) to a specified destination point(s).

“Transportation” means gathering at a specified location and/or terminating service at a specified location and/or movement from a s pecified origin point(s) to a specified destination point(s).

2.
S hipm e nt s o f H i g h Grav it y Petro l e um
High Gravity Petroleum wi l l be received for Transportation only on condition that it shall be mixed with Crude Petroleum in the Carrier's tanks or lines and provided that both the High Gravity Petroleum and the Crude
Petro l eum with which it is to be mixed are owned by th e same Shipper or Consignee and are consigned in the same destination. Carrier r e serves the right to reject de l iveries of High Gravity Petroleum with a vapor pressure in excess of twe lv e ( 12) pounds per square inch as outlined in I tem No. 6 herein.


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3.
Ded u ct i o n s an d Q u an ti t i es De l i ve r a bl e o f H ig h Grav i ty Pe tr ole u m
All shipments of High Gravity Petroleum shall be subject to a deduction to cover the shrinkage resu l ting from the mixing thereof with Crude Petroleum according to the following table:
AP I GRAVITY
 
%DEDUCTION
51.0° through 78.9°
 
1
The quantity deliverable by Carrier shall be the net corrected volume, less the applicable deduct i on for shrinkage. Transportation charges will be assessed on the net balance thus reduced. After the High Grav it y Petroleum has been so received and provisions for deductions made, any resultant mixture of Crude Petroleum " and " High Gravity Petroleum " will be considered as Crude Petroleum for purposes of reference hereafter in this toll .

4.
Co mm o di ty
Carrier is engaged primarily in the Transportation of Crude Petroleum and will not accept any other commodity for Transportation unless approved first by the Carrier. Crude Petroleum Tendered for Transportation which differs in quality or characterist i cs from that usually transported by the Carrier, will , at the option of the Carrier, be transported under such terms as the Shipper and t he Carrier may agree. Such shipments will only be considered when they can be transported , as time permits, with existing facilities and when they will not ser i ously impair the quality of other shipments.

5.
Recei pt and Dest ina t ion Faci li ties
Shipper shall provide the facilities necessary to deliver Crude Petroleum to the manifold at (1) a pumping rate equal to the Carrier's full line pumping rate at the point of delivery into the System, and (2) a minimum pressure to be designated by the Carrier.
Crude P e troleum may be delivered into the Carrier's System at le ss than Carrier ' s furl line pumping rate provided that, in Carri e r's sole judgment, such Crude Petroleum can be received into Carrier-owned in transit tankage or can be commingled with other Crude Petroleum .
Shipper shall provide the facilities necessary for promptly receiving the Crude Petroleum at the destination point as it arrives at the full line delivery rates and pressure as designated by the Carrier.
6.
Q ualit y of C rud e Petroleum
Carrier wi l l accept for Transportation Crude Petroleum which can be commingled or intermixed with a grade of Crude Petroleum which Carrier regularly transports between the origin and destination points without substantially reducing the value or altering the quality of any grade of Crude Petroleum regularly transpo1ted over the route of shipment.
Carrier will accept Crude Petroleum for Transportation only on condition that Carrie r shall not be liable to Shipper for changes in gravity or quality of the Shipper's Crude Petroleum which may occur from commingling or i ntermixing such Crude Petroleum with other Crud e Petroleum in transit. The Carrier is not obligated to deliver to Shipper the identical Crude Petroleum Tendered by the Shipper. However, the Carrier will deliver a grade of Crude Petroleum as nearly like the grade of Crude Petroleum received as Carrier is r egularly transporting as a common stream to the same destination point in the Operating Month.
Carrier will from time to time determine which grades of Crude Petroleum it will regularly transport as a common stream between particular receipt points and destination points on its pipeline System. Carrier will inform all interested persons of such determination upon request. Carrier may from time to time undertake to transport other or additional grades of Crude Petroleum and the Carrier may from tim e to time, after giving reasonable notice to persons who may be affected, cease to transport particular grades of Crude Petroleum.

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Carri e r will also accept for T ransportation a grade of Crude Petroleum which does not meet the above conditions of this Item, provided that:
(a)
Carr i er has available facilities to segregate such grade of Crude Petroleum whi l e it is in transit from all other grades of Crude Petroleum and if required, Shipper shall provide such buffers as Carrier sole l y deems necessary; and
(b)
Carrier shall not be liable to Shipper for changes in the gravity or quality of such grade of Crude Petroleum while in transit: and

(c)
The Crude Petroleum Tendered for Transportation is made available at the receipt point in sufficient quantity as Carrier solely deems econ omically justifiable.

Carrier reserves th e right to reject all Tende r s of Crude Petroleum when, in Carrier's sole determination:

(1)
the Reid vapor pressure of the Crude Petroleum or any mixture thereof with indirect products, exceeds twelve (1 2) pounds at one hundred degrees Fahrenheit (100°F) and/or an AP! gravity in excess of78.9 degrees;
(2)
the true vapor pressure of the Crude Petroleum, or any mixture thereto with indirect products, might result in Carrier's noncompliance with Federal, State, or local requirements regarding hydrocarbon emissions;
(3)
the Crude Petroleum contains impurities exceed ing one-half (1/2) of one percent(%);
(4)
the Crude Petroleum has been partially refined;
(5)
the Crude Petroleum has been contaminated by the presence of any chemicals including, but not limited to, chlorinated and / or oxygenated hydrocarbons and lead;
(6)
Crude Petroleum which has a pour point gr eater than thirty de grees Fahrenhe it (30°F) unless under terms and conditions acceptable to Carr i er . If such Crude Petroleum is accepted by Carrier, Shippers wi ll be subject to a charge in addition to trunk line Transportat ion rates:
(7)
Crude Petroleum which has a viscosity greater than 55 Saybolt Universal Seconds at 60 degrees Fahrenheit (60°F), unless under terms and conditions acceptable to Carrier. If such Crude Petroleum is accepted by Carrier, Shipper will be subject to a charge in addition to trunk line toll rates.
Crude Petroleum delivered which does not meet specifications shall be considered contaminated. If upon investigation, Carr i er determines that a Shipper has delivered contaminated Crude Petroleum, such Shipper will be required to remove contaminated Crude Petroleum from the System. Further, Carrier reserves the right to dispose of any contaminated Crude Petroleum blocking its System, provided such Crude Petroleum is not removed by the Shipper having title thereto upon reasonable notice to it by Carrier . Disposal thereof may be made by public sale if necessary .
7.
A dditives
Carrier reserves the right to require, approve or reject the injection of corrosion inhibitors, viscosity or pour point depressants or other such additives in the Crude Petroleum to be transported.

8.
Tit l e
A Tender of Crude P etroleum for T ransportation shall be deemed a warranty of unencumbered title and merchantability at the time of Tender. The Carrier may, in the absence of adequate security, decline to receive any Crude Petroleum for Transportation.


20




9.
l ntrasystem Change in Ownership
No transfers of ownership of Commodities will be recognized or recorded by the Carrier. All deliveries to receiving pipelines will be for the account of the Shipper.

10. Time for Submitting Nominations
The Carrier is under no obligation t o accept a Tender of Crude Petroleum for shipment fo r any Operating Month unless the Shipper submits its Nomination to the Carrier on or before the Nomination Date.

11. Minimum Tender-Minimum Delivery
Tenders for the Transportation of Crude Petroleum for which the Carrier has facilities will be accepted into the System in quantities of not less than the minimum batch size of the connecting carrier and, provided such Crude Petroleum is of s imilar quality and characteristics as is being transported from receipt point to destination point.

12.
Measuring, Testing and Deductions
All Crude P etroleum accepted by Carrier for Transportation shall be gauged or metered and tested by a representative of the Carrier prior to its receipt and upon deliver y . The Shipper shall have the privilege of being present or represented at the gauging or metering or testing. If tank tables are used , quantities will be computed from regularly compiled tank tables showing one hundred percent (1100%) of the full capacity of the tank s.

Whenever there is substantial evidence of meter malfunctions in a custody transfer m easu r ement , the parties i nvo l ved in the custody transfer shall negotiate an appropriate adjustment on the basis of the most reliable and accurate information availab l e.

Quantities for receiving, delivering, assessing charges and all other purposes will be corrected to a temperatu r e of sixty degrees Fahrenheit (60°F). Deductions will be made for the full percent of basic sediment, water and other impurities shown by tests m ade by Carrier at time of receipt and upon deliver y .

Carrier shall account to each Shipper for one hundred percent (1 00%) of Crude Petrol eum received for its account.

13.
Dest in ation
All Crude Pe troleum in Carrier's system shall at all times have a destination. Change in destination may be made if requested in writing by the Shipper prior to delivery at original destination point , su bj ect to the rate, rules and r egulations applicable from point of origin to point of final destination, provided that n o out-of- line backhaul movement will be made.

14.
Rate App licabl e
Cru de Petroleum transported sha ll be subject to the toll rates, and governed by Shipper's Transportation Services Agreement and these rules and regulations in effect on date such Crude Petroleum is received by the Carrier. Toll rates may be adjusted per Carrier's determination and subject to Shipper ' s Transportati on Services Agreement.

15.
Charge for S pill Co mp e n satio n
In addition to the Transportat ion charges and all o th er charges accruing on Crude Pe t roleum accepted for Transportation , per barre l charge will be assessed and collected in the amount of any tax, fee, or other charge levied against the Ca 1Ti er in connection with such commodity, pursuant to any Federal, State or local ac t or regulation which levies a tax, fee, or other charge, on the receipt, delivery, transfer or T r ansportation of such commodities within their jurisdic t ion for th e purpose of creating a fund for the prevention, containment, clean up and / or removal of spills and / or the reimbursement of persons sustaining loss therefrom.

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16.
Liability of Ca rri e r
Car rier , while in possession of any Crude Petroleum will not be liable for any loss thereof: damage thereto , o r delay caused by the act of God , the public enemy, quarantine, the authority of law, strikes, riots or the act or default of the Shipper , or from any other cause not due to the negligence of Carrier. In the event there is any loss of Crude Petroleum othe r than through the negligence of the Carrier, the Shipper shall bear suc h loss in the same proportion that the amount of its Tendered Crude Petroleum schedu l ed for Transportation over such segment at the time of the loss bears to the total amount of Crude Petro l eum then Tendered and scheduled for T ran sportation over such seg m ent. Such Shipper(s) shall be entitled to receive only such remaining portion of its Tender as is left after deducting its due portion of the loss.


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Ex hibit C - 2 (T o ll s)

Rules and Regulations Governing Transportation of Crude Petroleum by Pipeline

This Carrier will undertake the transportation of refined product s as defined herein, receiving and delivering the same through its own facilities and lines, subject to the e xecuted Transportation Services Agreement and the following rules and regu l ations:

1 . De finitio ns
As used in these rules and regulations , th e following m e anings are applicable: '' Barre l " means forty-two United States gallons.
“Buffer Material” means small batches of Commodities transported so l ely for purposes of avoiding contaminat i on of Commodities of s i gnificantly different grade and / or specifications .

“Carrier” means and refers to Hardin Str e et Transportation LLC or its designated operator.

“Refined Products” (“Commodities”) means and refers to refined petroleum products, intermediate petroleum products and l iqu e fied petroleum gas as specified and defined in I tem 4 “Sp e cifications of Commodities.”

“Nominat i on” means a written designation by a Shipper to the Carrier of a quantity of Commodity for transportation from a speci fied origin point to a sp e cified destination point over a period of one operating mon t h in accordance with these rules and regu l ations.

“Operating Month” means any calendar month in which the Carrier tran s ports commodities . For purpose hereof the calendar month sha ll be deemed to begin at 12:0 I a. m . (Eastern S t andar d Time or Eastern Daylight Savings Time, whichever is in effect on th e date specified) on the first day of such mont h.
“Origination Facility” means the facility immediately upstream of Carri e r . “Shipper” means Marathon Petroleum Company LP .
“Tender” means an offer by a Shipper to the Carrier of a quantity of Commodity for transportation from a specified origin point to a specified destination point.

“Transportation” means the movement of Commodit i es from a specifi e d origin point to a specified destination point includ i ng local transfers between points and handling.

“ULSD” means any u l tra low sulfur d i esel product. Carrier wi ll prov i de ULSD acceptance specification upon request.

2.
Se r v i ce s
Carrier i s engaged primarily in the tra n sportation of petroleum products and d i sti ll ates as defined in I t em 4 and will not accept any other Commodity for t r ansportation unless approved first by the Carr i er . Petro l eum products and dist i llates tende r ed for transportation which diffe r s in quality or characteristics from that usually transported by the Carrier, wi l l, at the option of the Carrier, be t r ansported under su c h te r ms as Shipper and th e Carrier may agree . Such Commodities will only be transported, as time permits, with existing facilities and when they will not seriously impa ir the quality of other shipme n ts.


23




3.
Recei pt and Dest ina t i on Fac ili t i es
Shipper shall provide the facilities necessary to deliver Commodities to the Carrier's receipt point manifold at: (I) a pumping rate equal to the Carrier's full line pumping rate at the point of receipt into the System, and (2) a minimum pressure to be designated by the Carrier.

Commodities may be received into the Carrier's System at less than Carrier's full line pumping rate provided that, in Carrier's sole judgment , such Commodities can be received into Carrier's System without interfering with or contam inating other shipments.

Shipper shall provide the facilities necessary for promptly receiving the Commodities at Carrier's destination point as it arrives at the full lin e delivery rates and pressure as designated by the Carrier .

Carrier's acceptance from, and delivery to Shipper's facility of Commodities shall not evidence Carrier's approval of the adequacy of such Shipper's facilities. The responsib ility for such facilities shall be exclus iv e ly that of the Shipper.

4.
Specification of Com m odities
(a)
SPECIFICATION A-(Refined Petroleum Product s)
Refined Petroleum Products will be received for transportation hereunder provided they are of good merchantable quality.

This Specification includes those petroleum products commonly known as gasoline and diesel products (including , but not limited to , kerosene, aviation fuel , low sulfur diesel, high sulfur diesel and ULSD).
SPECIFICATION B-(lntermediate Petroleum Products)
Intermediate Petroleum Products will be received for transportation hereunder provided they are of good merchantable quality.
This Specification will include those petroleum products commonly known as gas oil, alkylate, isopentane, naphtha , and mixtures of aromatic products .
SPECIFICATION C-(Liquefied Petroleum Gases)
Liquefied Petroleum Gases will be rec eive d for tra nsp ortat ion hereunder provided they are of good merchantable quality.
This Specification includes those liquefied petroleum gases commonly known as propane, isobutane, butane or mixtures of such products .
(b)
Market Solvent Yellow 124 is prohibited in Commodities.
Methyl tertiary butyl ether (MTBE), ethyl tertiary butyl ether (ETBE), tertiary amyl methyl ether (TAME), or other aliphatic ethers will be prohibited within Refined Petroleum Product s except under the following criteria:
(I )
The de minimis limit of such aliphatic e th er levels will not exceed 0.5% by volume at either the origin or destination points.

(c)
Carrier may require Shipper to furnish a certificate setting forth in detail the specifications of each Commodity offered for transportation to Carrier's pipeline or other facilities. Carrier may, at its discretion, sample and / or test any Commodities tendered for Shipment. In the

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event of variance between Carrier's test and Shipper's said certificate, Carrier's test shall prevail. If ULSD does not meet Carrier's ULS D acceptance specification, Carrier may require the Origination Facility to redesignate the ULSD to another product.

Shipper shall provide Carrier with prompt notification of any tank sw itches that occur during the pump-out of Commodities from any Origination Facility.

(d)
Commodities not included in any of the above Specifications may be accepted for transportation at the option of the Ca rrier, subject to Items 2 and 5 .

5.
Ide nti ty and Qua li ty of Commodit i es
Commodities will be accepted for transportation only on the condition that the Carrier in possession thereof will use due diligence to transport same to destination with a minimum of contamination and Carrier will not be liable for such minor contam ination.

Carrier has the right to redesignate a Shipp e r's batch of off-specification ULSD . Carrier s h all deliver the off­ specification batch to Shipper's designated location, in order to clear Carrier's system, even if the sulfur contamination was caused by Carrier . I f sulfur contamination is caused by Carrier, Carrier's r espons ibilit y shall be limited to the v olume contaminated at Carrier' s destination point. Carrier is not responsible for any sulfu r contamination, or damages resulting therefrom, that occur downstream of Carri e r's destination point.

In as much as it is impracticable for Carrier to maintain the identity of each e ntir e Commodity shipment, Carrier reserv e s the right to substitute like volumes of the same general kind and quality as th e Commodity shipped . Carrier may also require Shipper to furnish buffers to protect batched movements from contamination .

The u se of methanol and ethanol as blending components i s prohibited . Shippers m us t obtain advanced approval from the Ca rr i er if they in tend to tender for transpo r tation Commodities containing nonhydrocarbon blending components .

Car r ier may a l so accept for transportation Commodities which do not mee t the cond itio ns of Item 4 provided that:

(a)
Carrier has available facil it ies to segregate such Commodity while it is in transit from all other Commodities and if r equired, Shipper shall provide s u ch buffers as Carrier solely deems necessary; and

(b)
Carrier shall no t be liable to S h i pper for changes in the gravity or quality of such Commodity whil e in transit; and

(c)
The Commodity te n dered for transpo rtat ion is made available at the receipt point in suffici e nt quantity as Carrier solely deems economically justifiable.

6.
A dditi ves
Carrier reserves th e right to require and approve or rej ect the injection of corrosion inhibitors, viscosity or pour point d epressants o r any other additives i n the Commodities to b e transported.


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7.
T itle
A tender of any Commodity for transportation shall be deemed a warranty of unencumb ered t itle and
merchantab i lity at the time of tender by the part y offering, but acceptance shall n ot be deemed a representation by the Carrier as to title. The Carrier may, in the absence of adequate s ec urity, decline to r ece iv e any Commodity for transportation .

8.
l ntra sys t e m Change in Ow ner s hip
No transfers of owne r ship of Commodities will be recognized or r ecorded by the Carrier. All deliveries to r ece iving pipe l ines will be for th e account of the Sh i pper.

9.
T im e for Su bmitting N ominat i on s
The Carrier is under no obligation to accept a tender of Commodities for s hipment for any operating mo n th unless t h e S h ipp er subm i ts its nomination to the Carrier on or before the I0th ca l endar day of the preceding calendar month.

10.
Buffer Ma teri a l
In the T ransportation of Commodities, the Carrier, as a condi t ion of shipment to pro tec t the quality of such Co mmoditi es, may require the Shipp er to furnish Buffer Material, which may include other Commodities comm in gled with it , into facilities which shall be supplied by the Shipper at destination. The Carrier reserves the r ight to det e rmin e th e qual it y and quantities of Commodities commingled and inclu d ed in delive r ies of Buffer Material to the Shipp e r a t destination, and the Shipper shall pay charges on s u ch C o mmodities i n accordance with th i s ta r iff and/or tariffs making refere n ce hereto.

The minimum shipment of Commoditi e s which will be accepted for Transportation from o n e Shipper from any one receipt point to any one delivery point shall be as follows:

11. Minimum Shipments Required
 
SPECI F ICATION A
 
 
 
 
 
 
 
 
 
 
 
Minimum
 
 
 
O ri g in s
 
Des tin atio n s
 
Shipment
 
 
 
All points
 
All Points
 
10,000 ba rr els
 
 
 
 
 
 
 
(All products)
 
 
 
 
 
 
 
 
 
 
S P ECIF I CA T ION B
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
O ri g in s
 
Des tin atio n s
 
Minimum
 
 
 
All points
 
All Points
 
Shipment
 
 
 
 
 
 
 
20,000 ba rr els
 
 
 
 
 
 
 
 
 
 
S P ECIF I CA T ION C
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
O ri g in s
 
Des tin atio n s
 
Minimum
 
 
 
All points
 
All Points
 
Shipment
 
 
 
 
 
 
 
20,000 ba rr els
 
 
 
 
 
 
 
 
 

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Carr i er, at its sole discretion, may accept less than the minimum shipment if ope r ating conditions permit. Carrier reserves the right to require t he Shipper to furnish line displacement volumes.

12. Me a s urin g and Tes tin g
Prior to accep t ance of Commodities fo r Transportation, the Carrier may test such Commodities and may require from Shipper a certificate setting forth in detai l the specifications of e ach shipment of Commodities which m u st ind i cate all additives and inh i bitors included .

All Commodities accepted by the Carrier for Transportation may be gauged by a rep r esentative of the Carrier prior to their receipt from the Sh i pper. B oth the Carrier and the Shipper will have the privi l ege of witn e ssing gauging, meter read i ngs and tes t ing to which Commodi t i e s are subjected. Should Shipper not avail itself of the right to be present or represented at the t i mes of witnessing gauging and meter readings, it shall be presumed that Carrier's records of quantities of Commodities received or de l ivered b y Carrier are correct. If tank gauges are used, quantit i es will be computed from regularly compiled tank tables, which are mutually acceptable, showing one hundred percent (100%) of the full capacity of the tanks. Volume corrections will be made from the observed t emperature to the basis of sixty degrees (60°) Fahrenheit. The net (corrected) balance receiv e d by the Carrier at s i xty degrees (60°) Fahrenheit will be the quantity deliv e rable and Transportation charges will be assessed in accordance therewith . Carrier will mak e no adjustment for any water found in shipments .

13. Rates Ap pli ca bl e
Commodities t ransported shall be subject to the toll rates, and governed by Shipper's Transportation Services Agreement and th e ru l es and regulat i ons in effect on the date such Commodities are received b y the Carrier. Toll rates may be adjust e d per Carrier's determination and subject to Shipper's Transpo r tation Services Agreement.

14. C har ge fo r Sp ill C omp e n sa ti o n
In add i tion to the Transportation charges and al l other charges accruing on Commod i t i es accepted for Transportation, a per barrel charge will be assessed and collected in the amount of any tax, fee, or other charge levied against the Carrier in connect i on with such Commodity, pursuant to any Fed e ral, State or local act or regulation which lev i es a ta x , fee, or other charge, on the receipt, delivery, transfer or Transportat i on of such Commodities within their jurisdiction for the purpose of creating a fund for the prevention, containment, clean up and / or removal of spills and/or the reimbursement of persons sustaining loss therefrom.

15. Liab ili ty of Carr i er
Carrier, while in po ssession of any Commodity will not be liable for any loss thereof, damage thereto or delay caused by the act of God, the public enemy, quarantine, the authority of law, strikes , riots, or the act or default of the Shipper, or from any other cause not due to the negligence of Carrier. In the event there is any loss of Commodities other than through the negligence of Carrier, the Shipper shall bear the Joss in the same proportion that the amount of the Tendered Commodity bears to the total amount of the consignment of which such Tender is a part and such Shipper shall be entitled to receive only such remaining portion of its Tender as is left after deducting its due portion of the loss.

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Exhibit 10.2
FOURTH AMENDMENT TO
TRANSPORTATION SERVICES AGREEMENT

THIS FOURTH AMENDMENT TO TRANSPORTATION SERVICES AGREEMENT (this “Amendment”) is dated November 1, 2017, by and between Hardin Street Transportation LLC, a Delaware limited liability company, (“HST”), and Marathon Petroleum Company LP, a Delaware limited partnership (“MPC”), both referred to jointly as the “Parties” and each individually as a “Party”.

WITNESSETH

WHEREAS, the Parties entered into that certain Transportation Services Agreement dated January 1, 2015 (“Agreement”), whereby MPC desired to move Crude Petroleum and Products (“Commodities”) on the Pipeline Systems;

WHEREAS , the Agreement was amended by a First Amendment dated December 1, 2016 which removed certain Pipeline Systems from the Agreement;

WHEREAS , the Agreement was amended by a Second Amendment dated January 1, 2017 which changed the Term of the Agreement;

WHEREAS , the Agreement was amended by a Third Amendment dated January 1, 2017 which changed the Term of the Agreement;

WHEREAS, the Parties now desire to remove the following Pipeline Systems from the Agreement:

1.      Columbus Locals
2.      Lima-Canton 12”-16” Crude
3.      Lima Pump-Out
4.      St. James - Garyville 30” Crude
5.      Toledo-Steubenville 6”-4” Products
6.      Woodhaven Buckeye-Woodhaven 8” LPG from this agreement; and

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree to amend the Agreement as follows:

1.
Exhibit B - Tolls shall be deleted in its entirety and replaced with the attached Exhibit B - Tolls reflecting the changes above and the rates currently in effect as of the date of this Amendment.

2.
The effective date of this Amendment shall be November 1, 2017.

3.
Except as amended herein, all other terms and conditions of the Agreement shall remain in full force and effect.







4.
In the event of any conflict between the terms of the provision of this Fourth Amendment and the terms and provisions of the Agreement, the terms and provisions of this Fourth Amendment shall prevail.

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


IN WITNESS WHEREOF, the Parties have caused this Fourth Amendment to the Transportation Services Agreement to be duly executed, all as of the date set forth above.


Marathon Petroleum Company LP
 
Hardin Street Transportation LLC

By: MPC Investment LLC, its General Partner
 
 
 
 
 
 
 
 
 
 
 
By:
 
/s/ C. Michael Palmer
 
By:
 
/s/ Timothy J. Aydt
 
 
 
 
 
 
 
Name:
 
C. Michael Palmer
 
Name:
 
Timothy J. Aydt
 
 
 
 
 
 
 
Title:
 
Senior Vice President
 
Title:
 
President
 
 
 
 
 
 
 
 
 
 
 
 
 
 

            





Exhibit B - Tolls

Pipeline System
Minimum Capacity (BPD)
Commitment Barrels Per Day
Toll Rates
($/BBL)
Refinery connection per Section 4.4 & 7.1
Bellevue 4” Products
5,000
2,500
1.2048
 
Detroit LPG - Woodhaven #1-4” LPG &
#2-4”LPG
5,700
5,700
5,900
2.0249
 
Louisville - Lexington 8” Products
37,300
24,300(MPC)
18,300
0.6524
 
Truck Unloads
 
Canton Crude Truck Unload
20,000
20,000 (2015-2016)
2,700 (2017+)
2.6407
Canton