Transportation Services Agreement, dated November 1, 2017, between Marathon Pipe Line LLC and Marathon Petroleum Company LP

THIS TRANSPORTATION SERVICES AGREEMENT (this "Agreement") is dated as of November 1, 2017 by and between Marathon Pipe Line LLC, a Delaware limited liability company ("MPL"), and Marathon Petroleum Company LP, a Delaware limited partnership ("MPC''), both referred to jointly as the "Parties" and each individually as a "Party".

WHEREAS, MPC desires to move Crude Petroleum and Products ("Commodities") on the Pipeline System as defined herein;

WHEREAS, MPL intends to provide transportation services with respect to Commodities owned by MPC on the Pipeline System, as further described herein, subject to the terms and conditions of this Agreement;

WHEREAS, MPL desires to transport Commodities for MPC on the Pipeline System, subject to the terms and conditions of this Agreement; and

WHEREAS, MPL has requested that MPC agree that certain minimum volumes of Commodities will be tendered through the Pipeline System.

NOW THEREFORE, in consideration of the premises and mutual covenants set forth hereinafter, MPC and MPL agree as follows:

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question.

"Applicable Law" means any applicable statute, law, regulation, ordinance, rule, determination, judgment, rule of Law, order, decree, permit, approval, concession, grant, franchise, license, requirement, or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect.

"Confidential Information" means any proprietary or confidential information that is competitively sensitive material or otherwise of value to a Party or its Affiliates and not generally known to the public, including trade secrets, scientific or technical information, design, invention, process, procedure, formula, improvements, product planning information, marketing strategies, financial information, information regarding operations, consumer and/or customer relationships, consumer and/or customer identities and profiles, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of a Party or its Affiliates and the consumers, customers, clients and suppliers of any of the foregoing. Confidential Information includes such information as may be contained in or embodied by documents, substances, engineering and laboratory notebooks, reports, data, specifications, computer source code and object code, flow charts, databases, drawings, pilot plants or demonstration or operating facilities, diagrams, specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation (including data in computer or other digital format) of the foregoing; provided, however, that Confidential Information does not include information that a receiving Party can show (a) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (b) has been furnished or made known to the receiving Party without any obligation to keep it confidential by a third party under circumstances which are not known to the receiving Party to involve a breach of the third party's obligations to a Party or (c) was developed independently of information furnished or made available to the receiving Party as contemplated under this Agreement.

"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

"Credit Period'' has the meaning set forth in Section 3.6.

"Crude Petroleum" means either the direct liquid products of oil wells, or a mixture of the direct liquid products of oil wells with the indirect liquid products of oil or gas wells, including gasoline and liquefied petroleum gases, all of which are of merchantable quality when the American Petroleum Institute ("API") gravity is 50.9 degrees or less.

"Day" means a period of twenty-four (24) consecutive hours commencing 12:00 a.m. Central Standard Time, or such other period upon which the Parties may agree.

"Deficiency Volume" has the meaning set forth in Section 3.5.

"Extension Period" has the meaning set forth in Section 2.2.

"FERC" means the Federal Energy Regulatory Commission or any successor governmental agency having jurisdiction over the regulation of common carrier pipelines currently governed by the FERC.

"Force Majeure" means acts of God, fires, floods, storms; compliance with orders of courts or Governmental Authorities; explosions, wars, terrorist acts, riots, strikes, lockouts or other industrial disturbances; accidental disruption of service; breakdown of machinery, storage tanks or pipelines and inability to obtain or unavoidable delays in obtaining material or equipment; and similar events or circumstances that prevent a Party's ability to perform its obligations under this Agreement, so long as such events or circumstances are beyond the Party's reasonable control and could not have been prevented by the Party's due diligence; provided, however, that a Party's failure to pay any amounts due hereunder shall not constitute a Force Majeure event.

"Governmental Authority" means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.

"Initial Term" has the meaning set forth in Section 2.2.

"MPC Deliveries" means the volume of Commodities that MPC as the shipper of record delivered through the Pipeline System.

"Nomination" means a written designation by a Shipper of an approximate quantity of Commodities for transportation from a specified origin point(s) to a specified destination point(s) over a period of one operating month as further outlined in the Tolls.

"Nominated Volume" means, with respect to any period, the volume of Commodities nominated in such period by MPC pursuant to the Tolls.

"Operational Modification" has the meaning set forth in Section 6.

"Person" means any individual, partnership, limited partnership, joint venture, corporation,

limited liability company, limited liability partnership, trust, unincorporated organization or Governmental Authority or any department or agency thereof.

"Pipeline Segment" refers to any subset or part of a Pipeline System.

"Pipeline System" means the individual pipeline systems listed in Exhibit "B" attached hereto and made a part hereof. When referenced in this agreement, at no time does Pipeline System refer to the aggregation of requirements as the requirements stay with the individual pipeline systems listed in Exhibit "B".

"Prepaid Transportation Credits" has the meaning set forth in Section 3.6.

"Products" means refined petroleum products, intermediate petroleum products and liquefied petroleum gas ("LPG") provided they are of merchantable quality.

"Quarter" means the consecutive three (3) calendar month periods, or portion thereof, commencing January 1, April I, July 1 and October I of each year during the Term hereof.

"Quarterly Deficiency Payment" has the meaning set forth in Section 3.5.

"Quarterly Throughput Commitment" means, with respect to a Quarter, a volume of Commodities equal to (a) the Commitment Barrels per Day as shown in Exhibit "B" on the Pipeline System for such Quarter, multiplied by (b) the number of Days in such Quarter . The Quarterly Throughput Commitment will be reduced proportionately for any partial Quarter during the Term.

"Representatives" has the meaning set forth in Section 10.1. "Suspension Notice" has the meaning set forth in Section 7.1.

"Tolls" mean MPL's rules and regulations governing transportation and associated rates for movements to and from the destinations and origins outlined in Exhibits "B," "C-1," and “C-2,” under which Commodities are transported through the Pipeline System in alignment with the requirements of this contract.

"Rates" means the rates set forth in the Tolls (Exhibit "B") for the transportation of Commodities on the Pipeline System.

"Term" has the meaning set forth in Section 2.2.

"Termination Notice" has the meaning set forth in Section 4.1.

"Weighted Average Toll Rate" means, with respect to the Pipeline System, the average Toll Rates actually incurred by MPC during any Quarter for transportation of all MPC Deliveries on the Pipeline System for such Quarter.

Quarterly Deficiency Payments, if any, shall be paid by MPC to MPL either ten

(10) Days following MPC's receipt of the applicable invoice from MPL or the last Day of the month following the end of the applicable Quarter, whichever is later.

(b) a Force Majeure has occurred that prevents MPL from transporting MPC volumes on the Pipeline System in excess of the Monthly Commitment, then the Credit Period shall be extended by an equivalent time period for which MPC has been prevented from shipping volumes on the Pipeline System in excess of the Monthly Commitment.

adjustment to the Toll Rates.

5.1    MPL shall use reasonable commercial efforts to minimize the disruption of service on the Pipeline System and any Pipeline Segment. MPL shall promptly inform MPC of any anticipated partial or complete disruption of service on the Pipeline System and any Pipeline Segment that is reasonably expected to extend for more than twenty-four (24) hours, including relevant information about the nature, extent, cause and expected duration of the disruption and the actions MPL is taking to resume full operations, provided that MPL shall not have any liability for any failure to notify, or delay in notifying, MPC of any such matters except to the extent MPC has been materially prejudiced or damaged by such failure or delay. MPL will provide MPC with at least ninety (90) Days' notice of any planned maintenance or repair activity on the Pipeline System that will significantly reduce the Minimum Capacity for any Pipeline Segment.

which will, among other things, specify steps to be taken by MPL to fully accomplish such restoration and the deadlines by which such restoration must be completed (the "Capacity Restoration"). Any such Capacity Restoration shall set forth an agreed upon time schedule for such restoration. Such time schedule shall be reasonable under the circumstances, consistent with customary pipeline transportation industry standards and shall take into consideration MPL's economic considerations relating to costs of the repairs and MPC's requirements concerning its operations.    Subject to the remainder of this Section 5.4 and to Section 5.5, MPC shall bear the entire cost of any Capacity Restoration. In the event MPC's economic considerations justify incurring additional costs to restore the Pipeline System in a more expedited manner than the time schedule determined in accordance with the preceding sentence, MPC may require MPL to expedite the restoration to the extent commercially reasonable, subject to MPC's payment, in advance, of the estimated incremental costs to be incurred by MPL as a result of such expedited time schedule. In the event the Parties agree to an expedited restoration plan wherein MPC agrees to fund a portion of the restoration cost, then neither Party shall have the right to terminate this Agreement pursuant to Section 4.1 above so long as such restoration is being conducted with due diligence, and MPC shall pay such portion of the restoration cost to MPL in advance based on an estimate conforming to applicable hazardous liquid pipeline industry standards. Upon completion of the restoration, MPC shall pay the difference between the actual portion of restoration costs to be paid by MPC pursuant to this Section 5.4 and the estimated amount paid under the preceding sentence within thirty (30) Days after receipt of MPL's invoice or, if appropriate, MPL shall refund to MPC the excess of the estimate paid by MPC over MPL's actual costs as previously described within thirty (30) Days after completion of the restoration.

MPC may at any time make a written request to MPL for an operational modification,

including new truck unloading facilities or other facilities and/or a capacity expansion of the Pipeline System (each, an "Operational Modification"), and shall include in such written request the parameters and specifications of the requested Operational Modification. Upon receipt of such a request, MPL shall promptly evaluate the relevant factors related to such request, including, without limitation: engineering and design criteria, limitations affecting the Operational Modification, cost and financing factors and the effect of the Operational Modification on the overall operation of the Pipeline System. If MPL determines that such Operational Modification is operationally and commercially feasible, MPL shall present a proposal to MPC concerning the design and projected costs of such Operational Modification and the manner in which such costs might be funded by or recovered from MPC. If MPL determines the Operational Modification is not commercially or operationally feasible, it shall provide MPC with an explanation of and justification for such determination. If MPL notifies MPC that the Operational Modification may be commercially and operationally feasible, the Parties shall negotiate in good faith to determine appropriate terms and conditions of MPL's implementation of such Operational Modification, which shall include, without limitation, the scope and the appropriate timing of such Operational Modification, as well as a reasonable return on capital with respect of such Operational Modification, which may include, without limitation, direct funding of all or part of the costs by MPC, an increase in Toll Rates and/or an increase in the Quarterly Throughput Commitment.

MPC's monthly nominations and tenders of Commodities for shipment through the Pipeline System, and MPL's obligation to accept and transport such volumes of Commodities, shall at all times be subject to the terms and provisions of the Tolls

consistent with the rights and obligations of the Parties under this Agreement.

Neither Party may assign its rights under this Agreement without prior written consent from the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign its rights under this Agreement to a successor in interest resulting from any merger, reorganization, consolidation or as part of a sale of all or substantially all of its assets or to an affiliate. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the successors and assigns of the Parties hereto.

Each Party to this Agreement represents and warrants to the other that it is an entity duly organized, validly existing and in good standing under the laws of the state of its organization and has all requisite corporate power and corporate authority to enter into this Agreement and to carry out the terms and provisions hereof.

the other Party's remedy shall be limited to the direct damages caused thereby and in no event shall a Party be liable to the other Party for any consequential, special, indirect, punitive, or exemplary damages, howsoever caused.

Any notice, statement, or invoice provided for in this Agreement shall be in writing and shall be considered as having been given if hand carried , facsimiled, emailed, or if mailed by United States mail, postage prepaid, to the following address, respectively:

or to such other address as such Party may indicate by a notice delivered in accordance with this Section 14.

This Agreement shall be construed and interpreted in accordance with the laws of the State of Ohio, without recourse to any principles of law governing conflicts of law, that would otherwise require the application of the laws of another jurisdiction.

In the event any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, or by an empowered government agency, such findings shall not affect the remaining provisions of this Agreement, which are not found to be invalid, illegal or unenforceable, unless such construction would be unreasonable.

EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS RELATING TO THIS AGREEMENT OR ANY PERFORMANCE OR FAILURE TO PERFORM OF ANY OBLIGATION HEREUNDER.

Petroleum with which it is to be mixed are owned by the same Shipper or Consignee and are consigned in the same destination. Carrier reserves the right to reject deliveries of High Gravity Petroleum with a vapor pressure in excess of twelve (12) pounds per square inch as outlined in Item No. 6 herein.

Shipper shall provide the facilities necessary to deliver Commodities to the Carrier's receipt point manifold at: (I) a pumping rate equal to the Carrier's full line pumping rate at the point of receipt into the System, and (2) a minimum pressure to be designated by the Carrier.

merchantability at the time of tender by the party offering, but acceptance shall not be deemed a representation by the Carrier as to title. The Carrier may, in the absence of adequate security, decline to receive any Commodity for transportation.

The minimum shipment of Commodities which will be accepted for Transportation from one Shipper from any one receipt point to any one delivery point shall be as follows:

11. Minimum Shipments Required

Prior to acceptance of Commodities for Transportation, the Carrier may test such Commodities and may require from Shipper a certificate setting forth in detail the specifications of each shipment of Commodities which must indicate all additives and inhibitors included.