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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) June 30, 2022
 _____________________________________________
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
_____________________________________________
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
symbol(s)		Name of each exchange on which registered
Common Units Representing Limited Partnership InterestsMPLXNew York Stock Exchange
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 1.01Entry into a Material Definitive Agreement.
On June 30, 2022, Marathon Petroleum Company LP (“MPC LP”), a Delaware limited partnership, Marathon Petroleum Supply and Trading LLC, a Delaware limited liability company (“MPST”), Marathon Pipe Line LLC, a Delaware limited liability company (“MPL”), and Ohio River Pipe Line LLC, a Delaware limited liability company (“ORPL”), entered into a Master Amendment to Transportation Services Agreements (“Master Amendment”). MPC LP and MPST are wholly owned subsidiaries of Marathon Petroleum Corporation (“Marathon”). MPL and ORPL are wholly owned subsidiaries of MPLX LP (“MPLX”). Marathon owns the general partner and majority limited partner interest in MPLX. The Master Amendment extends through 2032 the term of six transportation services agreements, and provides for automatic renewals of up to two additional five-year terms after 2032, subject to either party providing written notice to terminate the applicable agreement at least six months prior to the end of the then-current term. A list of agreements amended by the Master Amendment is included as Exhibit A to Exhibit 10.1 filed herewith.

The foregoing description of the Master Amendment is not complete and is qualified in its entirety by reference to the full text of the Master Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

 
Exhibit Number
 Description
10.1 
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



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: July 7, 2022By:/s/ Molly R. Benson
Name: Molly R. Benson
Title: Vice President, Chief Securities, Governance & Compliance Officer and Corporate Secretary



Exhibit 10.1
MASTER AMENDMENT TO
TRANSPORTATION SERVICE AGREEMENTS
This Master Amendment to Transportation Service Agreements (“Amendment”) is made and entered into as of June 30, 2022 (“Effective Date”) by and between Marathon Petroleum Company LP, a Delaware limited partnership (“MPC”), Marathon Petroleum Supply and Trading LLC, a Delaware limited liability company (“MPST”), Marathon Pipe Line LLC, a Delaware limited liability company (“MPL”), and Ohio River Pipe Line LLC, a Delaware limited liability company (“ORPL”), with offices at 200 E. Hardin Street Findlay, Ohio 45840 and at 539 South Main Street Findlay, Ohio 45840. MPC, MPL, MPST, and ORPL are referred to collectively in this Amendment as “Parties”.
WHEREAS, MPC, MPL and ORPL entered into those certain transportation services agreements effective as of October 31, 2012, as amended, listed on Exhibit A attached hereto and made a part hereof (the “Agreements”) whereby MPL and ORPL provide certain pipeline transportation services to MPC;
WHEREAS, effective October 1, 2020, MPC assigned to MPST its rights and obligations under the Agreements identified on Exhibit A as pertaining to the Patoka to Lima Crude System, the Catlettsburg and Robinson Crude System, and the Detroit Crude System;
WHEREAS, the Parties now desire to amend the Agreements in certain respects.
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 as follows for each of their respective Agreements:
1.Section 2.2 of each Agreement is hereby deleted in its entirety and replaced with the following:
        2.2    This Agreement shall be effective for a time period commencing on the Effective Date and shall continue through December 31, 2032 (the “Initial Term”). This Agreement will automatically renew for up to two (2) renewal terms of five (5) years each (each, an “Extension Period”) unless either Party provides the other Party with written notice of its intent to terminate this Agreement at least six (6) months prior to the end of the Initial 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”.
2.In all other respects, except as herein modified, the terms and provisions of the Agreements shall remain in full force and effect.
3.In the event of any conflict between the terms and provisions of this Amendment and terms and provisions of the Agreements, the terms and provisions of this Amendment shall prevail.
4.The Parties acknowledge that this Amendment may be executed utilizing an electronic signature process. By signing electronically, the Parties further acknowledge that they each have read, understand, and are bound to the terms and conditions hereof in the same manner as if the Parties had signed this Amendment with handwritten original signatures.



IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be effective as of the Effective Date.

                    

Marathon Petroleum Company LPMarathon Pipe Line LLC
By: MPC Investment LLC, its General Partner
By:/s/ Brian K. ParteeBy:/s/ Timothy J. Aydt
Name:Brian K. ParteeName:Timothy J. Aydt
Title:SVP - Global Clean ProductsTitle:CCO / EVP - MPLX
Marathon Petroleum Supply and Trading LLC
Ohio River Pipe Line LLC
By:/s/ Brian K. ParteeBy:/s/ Timothy J. Aydt
Name:Brian K. ParteeName:Timothy J. Aydt
Title:SVP - Global Clean ProductsTitle:CCO / EVP - MPLX

    






EXHIBIT A


Transportation Services Agreements

1.Transportation Services Agreement (Patoka to Lima Crude System) effective as of October 31, 2012 between Marathon Petroleum Company LP and Marathon Pipe Line LLC.
2.Transportation Services Agreement (Catlettsburg and Robinson Crude System) effective as of October 31, 2012 between Marathon Petroleum Company LP and Marathon Pipe Line LLC.
3.Transportation Services Agreement (Detroit Crude System) effective as of October 31, 2012 between Marathon Petroleum Company LP and Marathon Pipe Line LLC.
4.Transportation Services Agreement (Garyville Products System) effective as of October 31, 2012 between Marathon Petroleum Company LP and Marathon Pipe Line LLC.
5.Transportation Services Agreement (ORPL Products System) effective as of October 31, 2012 between Marathon Petroleum Company LP and Ohio River Pipe Line LLC.
6.Transportation Services Agreement (Robinson Products System) effective as of October 31, 2012 between Marathon Petroleum Company LP and Marathon Pipe Line LLC.