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Delaware
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001-35714
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27-0005456
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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200 E. Hardin Street
Findlay, Ohio
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45840
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(Address of principal executive offices)
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(Zip Code)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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).
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Emerging growth company
¨
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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.
¨
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Item 1.01
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Entry into a Material Definitive Agreement.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit Number
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Description
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MPLX LP
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By:
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MPLX GP LLC, its General Partner
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Date: November 7, 2017
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By:
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/s/ Pamela K.M. Beall
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Name: Pamela K.M. Beall
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Title: Executive Vice President and Chief Financial Officer
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Exhibit Number
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Description
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1.
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Definitions
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2.
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Effective Date and Term
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2.1
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MPC's obligations, as described in this Agreement, shall
commence
on
November
1, 2017 (the
" Effe
ctive Date").
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2.2
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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"
.
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3.
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Toll Rates and Commitments
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3.1
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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
.
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3.2
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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.
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3.3
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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
.
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3.4
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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.
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3.5
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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:
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(a)
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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
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(b)
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the
Weighted Average Toll
Rate
for such Quarter.
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3.6
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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;
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3.7
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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
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3.8
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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
.
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3.9
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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.
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3.10
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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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3.11
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MPC shall
reimburse
MPL for, or MPL shall
be permitted
to put
in
place
Toll Rate increases
for, each of the
following:
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(a)
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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;
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(b)
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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
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(c)
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the actual costs of any capital expenditures MPL
agrees
to
make
at MPC's
request.
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3.12
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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.
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3.13
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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.
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3.14
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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.
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Force Majeure
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4.1
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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.
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4.2
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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.
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4.3
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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.
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4.4
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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.
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Capabilities of
the
Pipeline
System
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5.2
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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.
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5.3
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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.
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5.4
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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
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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
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7.
|
Suspension of Refinery Operations
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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
|
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.
|
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
|
12.
|
Representations
and Warranties
|
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,
|
13.4
|
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
|
15.
|
Governing Law
|
16.
|
Severability
|
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
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
Ex
h
ibit C
-
1 (To
ll
s)
|
1.
|
De
finit
io
n
s
|
2.
|
S
hipm
e
nt
s
o
f H
i
g
h
Grav
it
y
Petro
l
e
um
|
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
|
AP
I
GRAVITY
|
|
%DEDUCTION
|
51.0° through 78.9°
|
|
1
|
4.
|
Co
mm
o
di
ty
|
5.
|
Recei
pt
and
Dest
ina
t
ion
Faci
li
ties
|
6.
|
Q
ualit
y
of
C
rud
e
Petroleum
|
(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.
|
(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.
|
7.
|
A
dditives
|
8.
|
Tit
l
e
|
9.
|
l
ntrasystem
Change
in
Ownership
|
12.
|
Measuring, Testing and
Deductions
|
13.
|
Dest
in
ation
|
14.
|
Rate
App
licabl
e
|
15.
|
Charge for
S
pill
Co
mp
e
n
satio
n
|
16.
|
Liability
of Ca
rri
e
r
|
Ex
hibit
C
-
2
(T
o
ll
s)
|
2.
|
Se
r
v
i
ce
s
|
3.
|
Recei
pt and
Dest
ina
t
i
on Fac
ili
t
i
es
|
4.
|
Specification
of
Com
m
odities
|
(a)
|
SPECIFICATION A-(Refined Petroleum
Product
s)
|
(b)
|
Market Solvent
Yellow
124 is prohibited
in
Commodities.
|
(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
|
(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
|
(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
|
7.
|
T
itle
|
8.
|
l
ntra
sys
t
e
m
Change
in
Ow
ner
s
hip
|
9.
|
T
im
e
for
Su
bmitting
N
ominat
i
on
s
|
10.
|
Buffer
Ma
teri
a
l
|
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.
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|