Form 10-Q MPLX LP For: Jun 30

August 4, 2021 1:13 PM EDT

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Exhibit 10.1

FIRST AMENDMENT TO TERMINAL SERVICES AGREEMENT

This First Amendment to Terminal Services Agreement (this "Amendment") is dated as of April 30, 2021 (the “Amendment Date”), by and between, with respect to each respective Terminal set forth on Schedule I, 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").

RECITALS

WHEREAS, on November 1, 2020, the Parties entered into that certain Terminal Services Agreement pursuant to which the Parties agreed that Terminal Owner would operate the Terminal or otherwise provide certain terminal services for Customer at the respective Terminal (the "Agreement"); and

WHEREAS, the Parties desire to amend the Agreement pursuant to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in the Agreement and this Amendment, the Parties hereby agree as follows:
1.    Defined Terms. Capitalized terms used herein and not otherwise defined or redefined in this Amendment have the meanings assigned to them in the Agreement.
2.    Amendment. Schedule I shall be amended and restated in its entirety as set forth in Schedule I attached hereto.

3.    Amendment and Agreement Effective. Unless otherwise specified in Section 2 of this Amendment, the terms and conditions modified by this Amendment are effective as of the Amendment Date and are not retroactive to the effective date of the Agreement. Except as modified by this Amendment, all terms and conditions of the Agreement will remain in full force and effect, will not be considered otherwise amended or modified and are hereby ratified and confirmed in all respects.

4.    Electronic Signatures. Customer and Terminal Owner 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 Pages Follow}








IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment as of the Amendment Date.

As to the following Terminals:

Albuquerque
Bloomfield
El Paso

Customer:Terminal Owner:
Western Refining Company LLC (formerly known as Western Refining Company L.P.)
Western Refining Terminals LLC
By:/s/ Brian K. ParteeBy:/s/ Laurie Wilkins
Name:Brian K. ParteeName:Laurie Wilkins
Title:Vice PresidentTitle:Vice President



































IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the Amendment Date.

As to the following Terminal:

Gallup

Customer:Terminal Owner:
Western Refining Southwest LLC (formerly known as Western Refining Southwest, Inc.)
Western Refining Terminals LLC
By:/s/ Brian K. ParteeBy:/s/ Laurie Wilkins
Name:Brian K. ParteeName:Laurie Wilkins
Title:Vice PresidentTitle:Vice President































IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment as of the Amendment Date.

As to the following Terminal:

St. Paul Park

Customer:Terminal Owner:
St. Paul Park Refining Co., LLC
Western Refining Terminals LLC
By:/s/ Brian K. ParteeBy:/s/ Laurie Wilkins
Name:Brian K. ParteeName:Laurie Wilkins
Title:Vice PresidentTitle:Vice President






























IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment 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:
Tesoro Refining & Marketing Company LLC
Tesoro Logistics Operations LLC
By:/s/ Brian K. ParteeBy:/s/ Laurie Wilkins
Name:Brian K. ParteeName:Laurie Wilkins
Title:Vice PresidentTitle:Vice President

















IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment as of the Amendment Date.

As to the following Terminals:

Anchorage Ocean Dock
Nikiski
Fairbanks
Anchorage T2



Customer:Terminal Owner:
Tesoro Alaska Company LLC
Tesoro Logistics Operations LLC
By:/s/ Brian K. ParteeBy:/s/ Laurie Wilkins
Name:Brian K. ParteeName:Laurie Wilkins
Title:Vice PresidentTitle:Vice President
Tesoro Alaska Terminals LLC
By:/s/ Laurie Wilkins
Name:Laurie Wilkins
Title:Vice President



Exhibit 10.2

SECOND AMENDMENT TO TERMINAL SERVICES AGREEMENT

This Second Amendment to Terminal Services Agreement (this "Amendment") is dated as of May 30, 2021 (the “Amendment Date”), by and between, with respect to each respective Terminal set forth on Schedule I, 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").

RECITALS

WHEREAS, on November 1, 2020, the Parties entered into that certain Terminal Services Agreement pursuant to which the Parties agreed that Terminal Owner would operate the Terminal or otherwise provide certain terminal services for Customer at the respective Terminal (the "Agreement"); and

WHEREAS, the Parties desire to amend the Agreement pursuant to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in the Agreement and this Amendment, the Parties hereby agree as follows:
1.    Defined Terms. Capitalized terms used herein and not otherwise defined or redefined in this Amendment have the meanings assigned to them in the Agreement.
2.    Amendment. Schedule I shall be amended and restated in its entirety as set forth in Schedule I attached hereto.

3.    Amendment and Agreement Effective. Unless otherwise specified in Section 2 of this Amendment, the terms and conditions modified by this Amendment are effective as of the Amendment Date and are not retroactive to the effective date of the Agreement. Except as modified by this Amendment, all terms and conditions of the Agreement will remain in full force and effect, will not be considered otherwise amended or modified and are hereby ratified and confirmed in all respects.

4.    Electronic Signatures. Customer and Terminal Owner 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 Pages Follow}





IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment as of the Amendment Date.
As to the following Terminals:
Albuquerque
Bloomfield
El Paso

Customer:
Terminal Owner:
Western Refining Company LLC (formerly known
Western Refining Terminals LLC
 as Western Refining Company L.P.)
By:
/s/ Brian K. Partee
By:
/s/ Laurie Wilkins
Name:
Brian K. Partee
Name:
Laurie Wilkins
Title:
Vice President
Title:
Vice President









IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the Amendment Date.

As to the following Terminal:
Gallup
Customer:
Terminal Owner:
Western Refining Southwest LLC (formerly known    
Western Refining Terminals LLC
as Western Refining Southwest, Inc.)
By:
/s/ Brian K. Partee
By:
/s/ Laurie Wilkins
Name:
Brian K. Partee
Name:
Laurie Wilkins
Title:
Vice President
Title:
Vice President






IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment as of the Amendment Date.

As to the following Terminal:
St. Paul Park

Customer:
Terminal Owner:
St. Paul Park Refining Co. LLC
Western Refining Terminals LLC
By:
/s/ Brian K. Partee
By:
/s/ Laurie Wilkins
Name:
Brian K. Partee
Name:
Laurie Wilkins
Title:
Vice President
Title:
Vice President





IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment 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:
Tesoro Refining & Marketing Company LLC
Tesoro Logistics Operations LLC

By:
/s/ Brian K. Partee
By:
/s/ Laurie Wilkins
Name:
Brian K. Partee
Name:
Laurie Wilkins
Title:
Vice President
Title:
Vice President







IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment as of the Amendment Date.

As to the following Terminals:

Anchorage Ocean Dock Nikiski
Fairbanks Anchorage T2

Customer:
Terminal Owner:
Tesoro Alaska Company LLC
Tesoro Logistics Operations LLC
By:
/s/ Brian K. Partee
By:
/s/ Laurie Wilkins
Name:
Brian K. Partee
Name:
Laurie Wilkins
Title:
Vice President
Title:
Vice President
Tesoro Alaska Terminals LLC
By:
/s/ Laurie Wilkins
Name:
Laurie Wilkins
Title:
Vice President





Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Michael J. Hennigan, certify that:

1.I have reviewed this report on Form 10-Q of MPLX LP;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2021/s/ Michael J. Hennigan
Michael J. Hennigan
Chairman of the Board, President and Chief Executive Officer of MPLX GP LLC (the general partner of MPLX LP)



Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Pamela K.M. Beall, certify that:

1.I have reviewed this report on Form 10-Q of MPLX LP;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2021/s/ Pamela K.M. Beall
Pamela K.M. Beall
Director, Executive Vice President and Chief Financial Officer of MPLX GP LLC (the general partner of MPLX LP)



Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MPLX LP (the “Partnership”) on Form 10-Q for the quarterly period ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael J. Hennigan, Chairman of the Board, President and Chief Executive Officer of MPLX GP LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.


Date: August 4, 2021
/s/ Michael J. Hennigan
Michael J. Hennigan
Chairman of the Board, President and Chief Executive Officer of MPLX GP LLC (the general partner of MPLX LP)



Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MPLX LP (the “Partnership”) on Form 10-Q for the quarterly period ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Pamela K.M. Beall, Director, Executive Vice President and Chief Financial Officer of MPLX GP LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.


Date: August 4, 2021
/s/ Pamela K.M. Beall
Pamela K.M. Beall
Director, Executive Vice President and Chief Financial Officer of MPLX GP LLC (the general partner of MPLX LP)




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