Exhibit








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."


WITNESSETH:


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:


1.    Under Section 3.1 Agreement of Operator to Operate the Systems, add:


(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.












		
	5.
	Any terms not defined herein shall have the same meaning as specified in the Agreement.




IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed as of the day and year first written above.








	
					
	Marathon Petroleum Company LP
	 
	Marathon Pipe Line LLC

	By:  MPC Investment LLC, its General Partner
	 
	 

	 
	 
	 
	 
	 

	By:
	/s/ John Swearingen
	 
	By:
	/s/ Craig O. Pierson

	Name:
	John Swearingen
	 
	Name:
	Craig O. Pierson

	Title:
	Senior VP T&L
	 
	Title:
	President

	Date:
	8/26/16
	 
	Date:
	8/26/16

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 




















Exhibit A


 As of August 1, 2016




Pipeline Systems:


Canton Refinery - Tuscarawas River  18" Water Findlay - National  Junction  4"-6" Crude Freedom - Toledo  8" Products
Hartford Terminal - Wood River Barge Dock 12" Products (three 12"product pipelines)
Heart Mountain Gathering (near Cody, WY) Martha KY Crude Gathering
Martinsville - Indianapolis 8" Products
Marrow County OH Gathering
Ohio Gathering
Tri-State Crude
West Seneca - Buffalo  6" Crude Willow Springs 14" Products Lateral


Eastern Crude Truck Unload
Western Crude Truck Unload


Clinton Tank Farm
Freedom Junction Tank Farm


**Separate agreements are in place for Neal, WV (Catlettsburg Propane) and Canton caverns.