Sixth Amendment to the Terminal Services Agreement, dated as of June 30, 2023, by and between the MPLX LP and Marathon Petroleum Corporation subsidiaries party thereto

Contract Categories: Business Operations - Services Agreements
EX-10.2 3 mplx-2023630xex102.htm EX-10.2 Document

Exhibit 10.2
SIXTH AMENDMENT TO
TERMINAL SERVICES AGREEMENT
This Sixth Amendment to Terminal Services Agreement (“Amendment”) is made and entered into as of June 30, 2023 (“Amendment Date”) with respect to each respective Terminal set forth on Schedule I, unless otherwise indicated, the party identified as “Customer” with respect to such respective Terminal as set forth on Schedule I (such party, as applicable to the respective Terminal, a “Customer”), and the party identified as “Terminal Owner” with respect to such respective Terminal as set forth on Schedule I (such party, as applicable to the respective Terminal, a “Terminal Owner”) each referred to in this Amendment as a “Party” and collectively as “Parties”.

WHEREAS, on November 1, 2020, the Parties entered into that certain Terminal Services Agreement, subsequently amended on April 30, 2021, May 30, 2021, June 30, 2021, July 31, 2021, and June 1, 2023 (collectively, the “Agreement”), pursuant to which the Parties agreed that Terminal Owner would operate the Terminal or otherwise provide certain terminal services to the Customer at the respective Terminal;

WHEREAS, Tesoro Refining & Marketing Company LLC (“TRMC”) assigned and Marathon Petroleum Supply and Trading LLC assumed all of TRMC’s right, title and interest under the Agreement pertaining to crude petroleum;

WHEREAS, TRMC, Western Refining Company LLC (formerly known as Western Refining Company L.P., “WNR”), St. Paul Park Refining Co. LLC (“SPPR”), and Tesoro Alaska Company LLC (“TAC”) assigned and Marathon Petroleum Company LP assumed all of their rights, titles, and interests under the Agreement pertaining to all commodities other than crude petroleum; and

WHEREAS, the Parties desire to amend the Agreement to remove Schedule 5.1 (d) and amend Schedule 5.1(c);

NOW, THEREFORE, in consideration of the promises and covenants in the Agreement and this Amendment and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1.Schedule 5.1(c) is hereby deleted in its entirety and replaced with Schedule 5.1 (c) attached hereto.
2.Schedule 5.1(d) is hereby deleted in its entirety.
3.In all other respects, except as herein modified, the terms and provisions of the Agreement shall remain in full force and effect.

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

5.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.


[Signature Page Follows]



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

As to the following Terminals:

Anacortes
Boise
Burley
Carson
Colton
Hynes
Mandan
Pasco
Pocatello
Salt Lake City
San Diego
Stockton
Vancouver
Vinvale
Wilmington                    



Customer:
Terminal Owner:
Marathon Petroleum Company LP
Tesoro Logistics Operations LLC
By: MPC Investment LLC, its General Partner
By:
/s/ Brian K. Partee
By:/s/ Shawn Lyon
Name:
Brian K. Partee
Name:Shawn Lyon
Title:
Senior Vice President
Title:President
Marathon Petroleum Supply and Trading LLC
By:
/s/ Rick D. Hessling
Name:
Rick D. Hessling
Title:
President



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

As to the following Terminals:

Anchorage Ocean Dock
Anchorage T2    
Fairbanks
Nikiski                 


Customer:
Terminal Owner:
Marathon Petroleum Company LP
Tesoro Logistics Operations LLC
By: MPC Investment LLC, its General Partner
By:
/s/ Brian K. Partee
By:/s/ Shawn Lyon
Name:
Brian K. Partee
Name:Shawn Lyon
Title:
Senior Vice President
Title:President
Tesoro Alaska Terminals LLC
By:/s/ Shawn Lyon
Name:Shawn Lyon
Title:President



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

As to the following Terminals:

Albuquerque    
Bloomfield
El Paso
St. Paul Park
                
        
Customer:
Terminal Owner:
Marathon Petroleum Company LP
Western Refining Terminals LLC
By: MPC Investment LLC, its General Partner
By:
/s/ Brian K. Partee
By:/s/ Shawn Lyon
Name:
Brian K. Partee
Name:Shawn Lyon
Title:
Senior Vice President
Title:President




Schedule I

Parties to Agreement per respective Terminal

TerminalCustomerTerminal Owner
Initial Term

Extension Period
AlbuquerqueMarathon Petroleum Company LPWestern Refining Terminals LLC





Effective Date - October 16, 2028
1 renewal
term of 1
year (the
“Extension
Period”)
upon mutual
agreement of
the Parties no
less than 180
calendar days
prior to the
end of the
Initial Term
AnacortesMarathon Petroleum Company LPTesoro Logistics Operations LLCEffective Date - July 1, 2024
2 renewal terms of 5 years each (each, an “Extension Period”) by providing written notice of its intent no less than 365 calendar days prior to the end of the Initial Term or the then-current Extension Period and such Extension Period is accepted by Terminal Owner.



Anchorage Ocean DockMarathon Petroleum Company LPTesoro Alaska Terminals LLCEffective Date - September 16, 2026
2 renewal terms of 5 years each (each, an Extension Period by providing written notice of its intent no less than 365 calendar days prior to the end of the Initial Term or the then-current Extension Period and such Extension Period is accepted by Terminal Owner. If Customer has not provided written notice of its intent to extend the Initial Term for the first Extension Period then notice may be provided no less than 90 days prior to end of Initial Term to extend the Initial Term for an additional 2 years and such Extension Period is accepted by Terminal Owner.



Anchorage T2Marathon Petroleum Company LPTesoro Logistics Operations LLC/Tesoro Alaska Terminals LLCEffective Date - September 16, 2026
2 renewal terms of 5 years each (each, an “Extension Period”) by providing written notice of its intent no less than 365 calendar days prior to the end of the Initial Term or the then-current Extension Period and such Extension Period is accepted by Terminal Owner. If Customer has not provided written notice of its intent to extend the Initial Term for the first Renewal Period then notice may be provided no less than 90 days prior to end of Initial Term to extend the Initial Term for an additional 2 years and such Extension Period is accepted by Terminal Owner.
BloomfieldMarathon Petroleum Company LPWestern Refining Terminals LLCEffective Date - October 16, 2028
1 renewal
term of 1
year (the
“Extension
Period”)
upon mutual
agreement of
the Parties no
less than 180
calendar days
prior to the
end of the
Initial Term



BoiseMarathon Petroleum Company LPTesoro Logistics Operations LLCEffective Date – July 31, 2026
1 renewal
term of 1
year (the
“Extension
Period”)
upon mutual
agreement of
the Parties no
less than 180
calendar days
prior to the
end of the
Initial Term
BurleyMarathon Petroleum Company LPTesoro Logistics Operations LLCEffective Date - July 31, 2026
1 renewal term of 1
year (the
“Extension
Period”)
upon mutual
agreement of
the Parties no
less than 180
calendar days
prior to the
end of the
Initial Term
CarsonMarathon Petroleum Company LPTesoro Logistics Operations LLCEffective Date - May 31, 2028
1 renewal
term of 1
year (the
“Extension
Period”)
upon mutual
agreement of
the Parties no
less than 180
calendar days
prior to the
end of the
Initial Term
ColtonMarathon Petroleum Company LPTesoro Logistics Operations LLCEffective Date - May 31, 2028
1 renewal
term of 1
year (the
“Extension
Period”)
upon mutual
agreement of
the Parties no
less than 180
calendar days
prior to the
end of the
Initial Term



El PasoMarathon Petroleum Company LPWestern Refining Terminals LLCEffective Date - October 16, 2028
1 renewal
term of 1
year (the
“Extension
Period”)
upon mutual
agreement of
the Parties no
less than 180
calendar days
prior to the
end of the
Initial Term
FairbanksMarathon Petroleum Company LPTesoro Logistics Operations LLC/Tesoro Alaska Terminals LLCEffective Date - September 16, 2026
2 renewal terms of 5 years each (each, an “Extension Period”) by providing written notice of its intent no less than 365 calendar days prior to the end of the Initial Term or the then-current Extension Period and such Extension Period is accepted by Terminal Owner. If Customer has not provided written notice of its intent to extend the Initial Term for the first Extension Period then notice may be provided no less than 90 days prior to end of Initial Term to extend the Initial Term for an additional 2 years and such Extension Period is accepted by Terminal Owner.



Hynes
Marathon Petroleum Company LP

Marathon Petroleum Supply and Trading LLC (for crude only)
Tesoro Logistics Operations LLCEffective Date - May 31, 2028
1 renewal
term of 1
year (the
“Extension
Period”)
upon mutual
agreement of
the Parties no
less than 180
calendar days
prior to the
end of the
Initial Term
MandanMarathon Petroleum Company LPTesoro Logistics Operations LLCEffective Date - July 31, 2026
1 renewal
term of 1
year (the
“Extension
Period”)
upon mutual
agreement of
the Parties no
less than 180
calendar days
prior to the
end of the
Initial Term



NikiskiMarathon Petroleum Company LPTesoro Alaska Terminals LLCEffective Date September 16, 2026
2 renewal terms of 5 years each (each, an “Extension Period”) by providing written notice of its intent no less than 365 calendar days prior to the end of the Initial Term or the then-current Extension Period and such Extension Period is accepted by Terminal Owner. If Customer has not provided written notice of its intent to extend the Initial Term for the first Extension Period then notice may be provided no less than 90 days prior to end of Initial Term to extend the Initial Term for an additional 2 years and such Extension Period is accepted by Terminal Owner.
PascoMarathon Petroleum Company LPTesoro Logistics Operations LLC




Effective
Date – July
31, 2026
1 renewal
term of 1
year (the
“Extension
Period”)
upon mutual
agreement of
the Parties no
less than 180
calendar days
prior to the
end of the
Initial Term



PocatelloMarathon Petroleum Company LPTesoro Logistics Operations LLC




Effective
Date - July
31, 2026
1 renewal
term of 1
year (the
“Extension
Period”)
upon mutual
agreement of
the Parties no
less than 180
calendar days
prior to the
end of the
Initial Term
Salt Lake CityMarathon Petroleum Company LPTesoro Logistics Operations LLCEffective Date - July 31, 2026
1 renewal
term of 1
year (the
“Extension
Period”)
upon mutual
agreement of
the Parties no
less than 180
calendar days
prior to the
end of the
Initial Term
San DiegoMarathon Petroleum Company LPTesoro Logistics Operations LLCEffective Date - May 31, 2028
1 renewal
term of 1
year (the
“Extension
Period”)
upon mutual
agreement of
the Parties no
less than 180
calendar days
prior to the
end of the
Initial Term
St Paul ParkMarathon Petroleum Company LPWestern Refining Terminals LLCEffective Date - September 15, 2026
2 renewal terms of 5 years each (each, an “Extension Period”) by providing written notice of its intent no less than 90 calendar days prior to the end of the Initial Term or the then-current Extension Period and such Extension Period is accepted by Terminal Owner.



StocktonMarathon Petroleum Company LPTesoro Logistics Operations LLCEffective Date - July 31, 2026
1 renewal
term of 1
year (the
“Extension
Period”)
upon mutual
agreement of
the Parties no
less than 180
calendar days
prior to the
end of the
Initial Term
VancouverMarathon Petroleum Company LPTesoro Logistics Operations LLCEffective Date - July 31, 2026
1 renewal
term of 1
year (the
“Extension
Period”)
upon mutual
agreement of
the Parties no
less than 180
calendar days
prior to the
end of the
Initial Term
VinvaleMarathon Petroleum Company LPTesoro Logistics Operations LLCEffective Date - May 31, 2028
1 renewal
term of 1
year (the
“Extension
Period”)
upon mutual
agreement of
the Parties no
less than 180
calendar days
prior to the
end of the
Initial Term
WilmingtonMarathon Petroleum Company LPTesoro Logistics Operations LLCEffective Date - July 31, 2026
1 renewal
term of 1
year (the
“Extension
Period”)
upon mutual
agreement of
the Parties no
less than 180
calendar days
prior to the
end of the
Initial Term














Schedule 5.1(c) – Storage Fees and Monthly Storage Commitment

Terminal NameStateMonthly Storage Commitment (Barrels)Storage Services Fee (per Barrel)
Albuquerque1
NM155,9590.6000
Anchorage Ocean DockAK316,0001.241742
Anchorage T2AK342,0001.241742
Bloomfield1
NM142,0170.6000
El PasoTX74,8980.6000
Hynes – Refined productsCA967,6621.2000
Hynes – Crude/Dark Oil2
CA676,9101.0123
PocatelloID19,3070.2800
St. Paul ParkMN11,8080.594940
VinvaleCA528,5731.2000

1     Terminal Owner may, but shall have no obligation to, utilize any shell capacity not being used by Customer to provide storage to third parties; provided, however, that Terminal Owner shall be required, to the extent Customer desires to utilize any then-available storage capacity, to prioritize Customer’s utilization of such storage capacity over third-party customers.

2     The Crude/Dark Oil Monthly Storage Commitment and Storage Services Fee for this Terminal will be effective through May 31, 2026, and will be subject to negotiation by the Parties thereafter; provided, however, in no event will the new Crude/Dark Oil Monthly Storage Commitment be less than 272,662 barrels per month or the Storage Services Fee be less than 75% of the current Storage Services Fee for this Terminal. If the Parties are unable to mutually agree on an adjusted Monthly Storage Commitment and Storage Services Fee by August 31, 2026, the existing Monthly Storage Commitment and Storage Services Fee for this Terminal will remain in effect through the remaining Term of this Agreement.