SIXTH AMENDMENT TO TERMINAL SERVICES AGREEMENT
Exhibit 10.2
SIXTH AMENDMENT TO
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. ▇▇▇▇ 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
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▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇
Mandan
Pasco
Pocatello
Salt Lake City
San ▇▇▇▇▇
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Vancouver
Vinvale
Wilmington
Customer: | Terminal Owner: | |||||||||||||
Marathon Petroleum Company ▇▇ | ▇▇▇▇▇▇ Logistics Operations LLC | |||||||||||||
By: MPC Investment LLC, its General Partner | ||||||||||||||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇ ▇▇▇▇ | |||||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | Name: | ▇▇▇▇▇ ▇▇▇▇ | |||||||||||
| Title: | Senior Vice President | Title: | President | |||||||||||
Marathon Petroleum Supply and Trading LLC | ||||||||||||||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||||||||||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||||||||||
| 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 ▇▇ | ▇▇▇▇▇▇ Logistics Operations LLC | |||||||||||||
By: MPC Investment LLC, its General Partner | ||||||||||||||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇ ▇▇▇▇ | |||||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | Name: | ▇▇▇▇▇ ▇▇▇▇ | |||||||||||
| Title: | Senior Vice President | Title: | President | |||||||||||
Tesoro Alaska Terminals LLC | ||||||||||||||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇ | |||||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇ | |||||||||||||
| 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. ▇▇▇▇ Park
Customer: | Terminal Owner: | |||||||||||||
Marathon Petroleum Company LP | Western Refining Terminals LLC | |||||||||||||
By: MPC Investment LLC, its General Partner | ||||||||||||||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇ ▇▇▇▇ | |||||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | Name: | ▇▇▇▇▇ ▇▇▇▇ | |||||||||||
| Title: | Senior Vice President | Title: | President | |||||||||||
Schedule I
Parties to Agreement per respective Terminal
| Terminal | Customer | Terminal Owner | Initial Term | Extension Period | ||||||||||
| Albuquerque | Marathon Petroleum Company LP | Western 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 | ||||||||||
| Anacortes | Marathon Petroleum Company ▇▇ | ▇▇▇▇▇▇ Logistics Operations LLC | Effective 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 Dock | Marathon Petroleum Company ▇▇ | ▇▇▇▇▇▇ Alaska Terminals LLC | Effective 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 T2 | Marathon Petroleum Company ▇▇ | ▇▇▇▇▇▇ Logistics Operations LLC/Tesoro Alaska Terminals LLC | Effective 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. | ||||||||||
| Bloomfield | Marathon Petroleum Company LP | Western 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 | ||||||||||
| Boise | Marathon Petroleum Company ▇▇ | ▇▇▇▇▇▇ 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 | ||||||||||
| ▇▇▇▇▇▇ | Marathon Petroleum Company ▇▇ | ▇▇▇▇▇▇ 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 | ||||||||||
| Carson | Marathon Petroleum Company ▇▇ | ▇▇▇▇▇▇ Logistics Operations LLC | Effective 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 | ||||||||||
| Colton | Marathon Petroleum Company ▇▇ | ▇▇▇▇▇▇ Logistics Operations LLC | Effective 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 Paso | Marathon Petroleum Company LP | Western 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 | ||||||||||
| Fairbanks | Marathon Petroleum Company ▇▇ | ▇▇▇▇▇▇ Logistics Operations LLC/Tesoro Alaska Terminals LLC | Effective 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. | ||||||||||
| ▇▇▇▇▇ | Marathon Petroleum Company LP Marathon Petroleum Supply and Trading LLC (for crude only) | Tesoro Logistics Operations LLC | Effective 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 | ||||||||||
| Mandan | Marathon Petroleum Company ▇▇ | ▇▇▇▇▇▇ 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 | ||||||||||
| Nikiski | Marathon Petroleum Company ▇▇ | ▇▇▇▇▇▇ Alaska Terminals LLC | Effective 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. | ||||||||||
| Pasco | Marathon Petroleum Company ▇▇ | ▇▇▇▇▇▇ 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 | ||||||||||
| Pocatello | Marathon Petroleum Company ▇▇ | ▇▇▇▇▇▇ 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 City | Marathon Petroleum Company ▇▇ | ▇▇▇▇▇▇ 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 | ||||||||||
| San Diego | Marathon Petroleum Company ▇▇ | ▇▇▇▇▇▇ Logistics Operations LLC | Effective 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 ▇▇▇▇ Park | Marathon Petroleum Company LP | Western Refining Terminals LLC | Effective 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. | ||||||||||
| Stockton | Marathon Petroleum Company ▇▇ | ▇▇▇▇▇▇ 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 | ||||||||||
| Vancouver | Marathon Petroleum Company ▇▇ | ▇▇▇▇▇▇ 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 | ||||||||||
| Vinvale | Marathon Petroleum Company ▇▇ | ▇▇▇▇▇▇ Logistics Operations LLC | Effective 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 | ||||||||||
| Wilmington | Marathon Petroleum Company ▇▇ | ▇▇▇▇▇▇ 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 | ||||||||||
Schedule 5.1(c) – Storage Fees and Monthly Storage Commitment
| Terminal Name | State | Monthly Storage Commitment (Barrels) | Storage Services Fee (per Barrel) | ||||||||
Albuquerque1 | NM | 155,959 | 0.6000 | ||||||||
| Anchorage Ocean Dock | AK | 316,000 | 1.241742 | ||||||||
| Anchorage T2 | AK | 342,000 | 1.241742 | ||||||||
Bloomfield1 | NM | 142,017 | 0.6000 | ||||||||
| El Paso | TX | 74,898 | 0.6000 | ||||||||
| ▇▇▇▇▇ – Refined products | CA | 967,662 | 1.2000 | ||||||||
▇▇▇▇▇ – Crude/Dark Oil2 | CA | 676,910 | 1.0123 | ||||||||
| Pocatello | ID | 19,307 | 0.2800 | ||||||||
| St. ▇▇▇▇ Park | MN | 11,808 | 0.594940 | ||||||||
| Vinvale | CA | 528,573 | 1.2000 | ||||||||
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.