SECOND AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED OPERATING

AGREEMENT ("Second Amendment") is effective as of August 1, 2016, by and between

Marathon Petroleum Company LP, a Delaware limited partnership whose mailing address is 539 South Main Street, Findlay, Ohio 45840 ("MPC") and Marathon Pipe Line LLC, a Delaware limited liability company whose mailing address is 539 South Main Street, Findlay, Ohio 45840 ("MPL"), each company being sometimes referred to as a "Party"or collectively as the "Parties."

WHEREAS, MPC and MPL entered into that certain Amended and Restated Operating Agreement dated October 31, 2012, as amended by the First Amendment to Amended and Restated Operating Agreement dated January 1, 2015 (collectively, the "Agreement");

WHEREAS, the Parties now wish to add the Canton Refinery - Tuscarawas River 18" Water system and include those other subject matter expert services provided by MPL to MPC as part of the Agreement;

WHEREAS, MPL and MPC entered into an Amended and Restated Agreement dated August 1, 2016 whereby MPL will operate and maintain the Canton Refinery - Tuscarawas River 18" Water system. The Parties agree that the Management Fee detailed in the Amended and Restated Agreement will be paid in accordance with this Second Amendment as part of the Management Fee;

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:

(w) Designate an unallocated account to be used for those services provided to MPC which are not included in other agreements such as tariff expertise, asset readiness for drops, accounting support, business development support, and any other services not already allocated.

2.Delete Exhibit "A" in its entirety and replace it with the attached Exhibit "A" dated August 1, 2016.

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 Second Amendment and terms and provisions of the Agreement, the terms and provisions of this Second Amendment shall prevail.