Intercompany Assignment Agreement of the Terminal Services Agreement, dated as of May 1, 2023, by and between the MPLX LP and Marathon Petroleum Corporation subsidiaries party thereto

THIS INTERCOMPANY ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into by and between:

MARATHON PETROLEUM COMPANY LP (“MPCLP”), and

MARATHON PETROLEUM SUPPLY AND TRADING LLC (“MPST”),

(together, the “Assignee Entities”);

    ST. PAUL PARK REFINING CO. LLC,

TESORO ALASKA COMPANY LLC,

TESORO REFINING & MARKETING COMPANY LLC, and

    

    WESTERN REFINING COMPANY LLC (formerly known as Western Refining Company L.P.),

    (each a “Legacy Entity” and together, the “Legacy Entities” or “Assignor Entities”); and

    

    TESORO ALASKA TERMINALS LLC,

TESORO LOGISTICS OPERATIONS LLC, and

WESTERN REFINING TERMINALS LLC,

        (each a “Logistics Entity” and together, the “Logistics Entities”).

WHEREAS, the Legacy Entities and Logistics Entities entered into that certain Terminal Services Agreement dated November 1, 2020, as amended (collectively, the “Terminal Services Agreement”), pursuant to which the Logistics Entities agreed to provide certain terminal services to the Legacy Entities;

WHEREAS, the Assignee Entities and the Legacy Entities (collectively, the “Parties”) have executed this Agreement to document the assignment and assumption of the Terminal Services Agreement and the Logistics Entities do hereby consent to said assignment.

NOW, THEREFORE, the Parties agree as follows:

1.Assignment.

2.Consent by the Logistics Entities. The Logistics Entities consent to the Legacy Entities’ assignment of the Terminal Services Agreement to the Assignee Entities as set forth in this Agreement.

3.Further Assurances. After the execution of this Agreement and as and when reasonably requested, each of the Parties will execute and deliver, or cause to be executed and delivered, all such documents and instruments and will take or cause to be taken all such further or other actions to implement or give effect to this Agreement, provided such documents, instruments or actions are consistent with the provisions of this Agreement and accepted industry practice. All such further documents, instruments or actions will be delivered or taken for no additional consideration.

4.Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter and all proposals, negotiations and representations with reference thereto are merged within.