EX-10.56 4 mplx-20251231xex1056.htm EX-10.56
Exhibit 10.56
SECOND AMENDED AND RESTATED
TRANSPORTATION SERVICES AGREEMENT
THIS SECOND AMENDED AND RESTATED TRANSPORTATION SERVICES AGREEMENT ("Agreement")
is entered into as of January 1, 2026 (the “Effective Date”) by and between Marathon Petroleum Company LP, a
Delaware limited partnership with an address of 539 South Main Street, Findlay, Ohio 45840 (hereinafter "MPC"),
and Hardin Street Marine LLC, a Delaware limited liability company with an address of 539 South Main Street,
Findlay, Ohio 45840 (hereinafter "HSM").
RECITALS
WHEREAS, HSM is engaged in the business of providing both midstream marine transportation of
Products as well as certain services related to such marine transportation;
WHEREAS, MPC may from time to time require the use of HSM's services for the purpose of transporting
Products and certain services related to such marine transportation;
WHEREAS, MPC and HSM entered into that Amended and Restated Transportation Services Agreement
dated effective January 1, 2015, as amended (collectively, the "A&R TSA");
WHEREAS, MPC and HSM entered into that certain Transportation Services Agreement effective as of
June 1, 2023 providing for certain marine transportation services by HSM to MPC, as amended (the “2023 TSA”);
and
WHEREAS, MPC and HSM now desire to amend and restate the terms and conditions contained in the
A&R TSA, and to terminate the 2023 TSA and incorporate the terms and provisions of the 2023 TSA into this
Agreement.
NOW, THEREFORE, for and in consideration of the premises and the mutual benefits and agreements
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
HSM and MPC hereby amend and restate the A&R TSA, effective as of the Effective Date, in its entirety as follows:
ARTICLE 1 - DEFINITIONS
1.1 Definitions. As used in this Agreement:
1.1"A&R TSA" has the meaning set forth in the Recitals.
1.2"A&R TSA Effective Date" means January 1, 2015.
1.3"Additional Equipment" means any towboats or barges that HSM adds to its fleet after the Effective Date
by way of Memorandum to File. Additional Equipment added pursuant to this Agreement shall be deemed to
be "Equipment" under this Agreement.
1.4"Additional Transportation Service" has the meaning set forth in Section 3.3.
1.5"Affiliate" means, as to any specified Person, any other Person that directly, or indirectly, through one (1)
or more intermediaries or otherwise, controls, is controlled by or is under common control with the
specified Person. For purposes of the foregoing, "control", "controlled by", and "under common control
with" with respect to any Person means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether through the ownership of voting
securities, member or partnership interests, by contract or otherwise. For the purposes of this Agreement
HSM shall not be considered an Affiliate of MPC, nor shall MPC or any of its Affiliates other than HSM be
considered an Affiliate of HSM.
1.6"Agreement" means this Second Amended and Restated Transportation Services Agreement and all
Exhibits referenced in and attached to this Agreement and all amendments, modifications and changes
thereto.
1.7“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 jurisdiction over the matter or matters in
question, whether now or hereafter in effect.
1.8"Authorized Representative" means, for each Party, any of the individuals holding the titles listed on
Exhibit D under the name of such Party.
1.9"Bankrupt" means, with respect to any Person, that such Person (i) becomes insolvent or unable to pay its
debts as they become due; (ii) commences any case, proceeding or other action under any existing or future
law seeking to enter into any composition or other arrangement for the benefit of its creditors generally or
any class of creditors; (iii) applies for, consents to, or acquiesces in, the appointment of a trustee, receiver,
sequestrator or other custodian for such Person or any of its property, or makes a general assignment for the
benefit of creditors; (iv) in the absence of such application, consents or acquiesces in, permits or suffers to
exist the appointment of a trustee, receiver, sequestrator, intervenor, mediator or other custodian for such
Person or for a substantial part of its property, and such trustee, receiver, sequestrator, intervenor, mediator
or other custodian is not discharged within sixty (60) days; (v) permits or suffers to exist the
commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any
bankruptcy or insolvency law or any dissolution, liquidation, winding up or liquidation proceeding, in
respect of such Person and, if any such case or proceeding is not commenced by such Person, such case or
proceeding is consented to or acquiesced in by such Person or results in the entry of an order for relief or
remains undismissed or unstayed for sixty (60) days; or (vi) takes any corporate action authorizing, or in
furtherance of, any of the foregoing.
1.10"Barge Group" means the barges listed under Equipment in Exhibit C during any Mechanical Availability
Calculation Period.
1.11"Cargo" means a cargo shipment of MPC's Product.
1.12"Claims and Liabilities" means all suits, sanctions, actions, liabilities, legal proceedings, government
fines and penalties, pollution clean-up, damages to natural resources, claims, demands, losses, damages,
costs, expenses, or causes of action of every kind and character, including all claims that may exist, arise, or
be threatened currently or in the future at any time following the Effective Date and whether or not of a
type contemplated by any Party at any time following the Effective Date.
1.13"Cleaning and Repair Facility Charges" has the meaning set forth in Exhibit B.
1.14"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 (i) has
been published or has otherwise become available to the general public as part of the public domain without
breach of this Agreement (ii) has been furnished or made known to the receiving Party by a Third Party
under circumstances that are not known to the receiving Party to involve a breach of the Third Party's
obligations to the disclosing Party or (iii) was developed independently of information furnished or made
available to the receiving Party as contemplated under this Agreement.
1.15"Credit" has the meaning set forth in Section 5.3(b).
1.16"Day Rate" is the per diem fee for the Transportation Services as set forth on Exhibit B and as further
described in Section 4.1.
1.17"Dispute" means any dispute or difference of whatsoever nature arising under, out of, in connection with
or in relation (in any manner whatsoever) to this Agreement or the subject matter of this Agreement.
1.18“Effective Date” has the meaning set forth in the Preamble.
1.19“Equipment” has the meaning set forth in Section 3.1(a) and as listed in Exhibit C.
1.20"Event of Default" has the meaning set forth in Section 11.1.
1.21"Extension Period" has the meaning set forth in Section 2.1.
1.22"Final Mechanical Availability Calculation Period" means the beginning of the calendar year in which
the Term ends until the end of the Term should the Term end on a day different than December 31.
1.23"First Offer Period" has the meaning set forth in Section 2.2.
1.24"Fleeting Services" has the meaning set forth in Section 3.1(a).
1.25"Force Majeure Event" means any event or circumstance that is beyond the reasonable control of a
Party and which the affected Party is not able to overcome through the exercise of commercially reasonable
efforts that prevents or delays the affected Party from complying, either totally or in part, with any of its
obligations under this Agreement. Provided that they satisfy the preceding sentence, Force Majeure Event
shall include any fire, flood, storm, strike, walkout, lockout or other labor trouble or shortage, delays by
unaffiliated suppliers or carriers, shortages of fuel, power, raw materials or components, equipment failure,
any law, order, proclamation, regulation, ordinance, demand, seizure or requirement of any Governmental
Authority, riot, civil commotion, war, rebellion, act of terrorism, nuclear or other accident, explosion,
casualty, pandemic, or act of God, or act, omission or delay in acting by any Governmental Authority or
military authority or Third Party or any other cause, whether or not of a class or kind listed in this
sentence.
1.26"Force Majeure Notice" has the meaning set forth in Section 3.6(a).
1.27"Force Majeure Period" has the meaning set forth in Section 3.6(a).
1.28"Governmental Authority" means the government of any nation or any political subdivision thereof,
whether at the national, state, municipal or any other level, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of, or pertaining to, government.
1.29"HSM" has the meaning set forth in the preamble.
1.30"HSM Indemnified Parties" means HSM and each of its directors, managers, officers, employees and
agents, and each of the heirs, executors, successors and assigns of any of the foregoing.
1.31"In Transit Loss Allowance" has the meaning set forth in Section 5.8.
1.32"Inactive Equipment" means Equipment that HSM sells, retires, or considers to be a constructive loss
after the Effective Date.
1.33"Indemnified Party" means a Party receiving indemnification from the other Party in accordance
with the terms of this Agreement.
1.34"Indemnifying Party" means a Party providing indemnification to the other Party in accordance with
the terms of this Agreement.
1.35"Initial Term" has the meaning set forth in Section 2.1.
1.36"Interest Rate" means the rate per annum equal to LIBOR plus one percent (1%). Any interest payable
hereunder shall accrue from day to day and be calculated on the basis of a three hundred sixty-five (365)
day year.
1.37"LIBOR" means, on a particular day, the rate per annum for three (3) month deposits in USD which
appears on the Reuters screen "LIBO Page" at or about 11 a.m. (London time) on the first day of the period
for which interest is to be calculated, or, if such day is not a day on which banks are open for business in
London, on the next following day on which banks are open for business in London. If Reuters information
service fails to display such rate on any day when a rate is to be determined as aforesaid, but such rate is so
displayed on Bridge Telerate or is available directly from the Intercontinental Exchange (ICE) Benchmark
Administration Limited (or any other Person that takes over the administration of that rate), it shall be
determined from that source accordingly.
1.38"Marathon" has the meaning set forth in Section 8.1.
1.39“Marathon Petroleum Vetting Policy" means the Marathon Petroleum Vetting Policy, as revised as of
August 21, 2025, developed by MPC, and given to HSM, for approving the use of petroleum tank vessels
and gas carriers for MPC and its Affiliates, as amended, revised and updated from time to time by MPC in
writing to HSM.
1.40"Mechanical Availability" means the percentage of time that HSM determines the Equipment is
available pursuant to Exhibit E for towboats and Exhibit F for barges.
1.41“Mechanical Availability Calculation Period" means each calendar year unless a Final Mechanical
Availability Period or another time period agreed by each Party as a Mechanical Availability Calculation
Period. In no event shall a Mechanical Availability Calculation Period encompass two calendar years in part
or whole.
1.42“Mediation Notice" has the meaning set forth in Section 12.l(b).
1.43"Memorandum to File" means a memorandum that is signed by an HSM Authorized Representative after
the Effective Date for the purpose of notifying MPC of (i) Additional Equipment or Inactive Equipment or
(ii) an adjustment of rates to then current market rates as described in Sections 4.3(a) or 4.3(c).
1.44"Monthly Payment" has the meaning set forth in Section 4.1
1.45“MPC” has the meaning set forth in the preamble.
1.46“MPC Indemnified Parties" means MPC, each of its Affiliates, and each of their respective directors,
managers, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of
the foregoing.
1.47"MPC Termination Notice" has the meaning set forth in Section 3.6(c).
1.48"Outcharter" has the meaning set forth in Section 4.5.
1.49"Party" means MPC or HSM, as applicable. “Parties” means both MPC and HSM.
1.50"Person" means a natural person, corporation, partnership, limited liability company, joint stock company,
trust, estate, joint venture, union, association or unincorporated organization, Governmental Authority or
any other form of business or professional entity.
1.51"Plan" has the meaning set forth in Section 9.1.
1.52"Product" means crude oil, feedstocks, light products, heavy oils, specialty chemicals and refined
petroleum products.
1.53"SDS" has the meaning set forth in Section 3.7.
1.54"Second Amended and Restated Employee Services Agreement" means the Second Amended and
Restated Employee Services Agreement effective as of January 1, 2015 between Marathon Petroleum
Logistics Services LLC and HSM.
1.55"Second Amended and Restated Management Services Agreement" means the Second Amended and
Restated Management Services Agreement effective as of February 10, 2020 between MPC and HSM.
1.56"Tankerman Services" has the meaning set forth in Section 3.1(a).
1.57"Term" has the meaning set forth in Section 2.1.
1.58"Termination Notice" has the meaning set forth in Section 3.6(b).
1.59"Third Party" means a Person that is not a Party or an Affiliate of a Party.
1.60"Towboat Group" means the towboats listed under Equipment in Exhibit C during any Mechanical
Availability Calculation Period.
1.61"Transportation Right of First Refusal" has the meaning set forth in Section 2.2.
1.62"Transportation Services" has the meaning set forth in Section 3.1(a).
1.63"USD" or "$" or "dollar" means the lawful currency from time to time of the United States of America.
1.64"Vessel Response Plan" means, collectively, (i) the Hardin Street Marine LLC Vessel Response Plan for
Tank Vessels, Tank Barges USCG - Control No 20040, and (ii) the Hardin Street Marine LLC Vessel
Response Plan for Non-Tank Vessels, HSM Towboats USCG Control No 17100, in each case as amended,
revised and updated from time to time by HSM.
1.65“2023 TSA” has the meaning set forth in the Recitals.
ARTICLE 2 - TERM
2.1 Term. This Agreement is effective for a time period commencing on the Effective Date and shall continue
until January 1, 2029 (the "Initial Term") or the end of any Extension Period unless terminated earlier
pursuant to the terms hereof. This Agreement will automatically renew for up to two (2) additional renewal
terms of three (3) years each (each, an "Extension Period") unless either Party provides the other Party
with written notice of its intent to terminate this Agreement at least twelve (12) months prior to the end of
the then-current Term. The Initial Term and Extension Periods, if any, shall be referred to in this
Agreement collectively as the "Term."
2.2 Right of First Refusal. In the event HSM proposes to enter into a transportation services agreement with a
Third Party upon the termination of this Agreement for reasons other than a default by MPC or any other
termination of this Agreement initiated by MPC pursuant to this Agreement, HSM shall give MPC ninety
(90) days' prior written notice of any proposed new transportation services agreement with a Third Party,
which notice shall include details of all the material terms and conditions of such proposed transportation
services agreement, subject to applicable confidentiality agreements. MPC shall have thirty (30) days
following MPC's receipt of such written notice (the "First Offer Period") in which MPC may make a good
faith offer to enter into a new transportation services agreement with HSM (the "Transportation Right of
First Refusal"). If MPC makes an offer on terms no less favorable to HSM than the Third Party offer with
respect to such transportation services agreement during the First Offer Period, then HSM shall be
obligated to enter into a transportation services agreement with MPC in accordance with this Section 2.2. If
MPC does not exercise its Transportation Right of First Refusal in the manner set forth above, HSM may,
for the succeeding ninety (90) days, proceed with the negotiation of such Third-Party transportation
services agreement. If no Third Party transportation services agreement is consummated during such
ninety (90) day period, the terms and conditions of this Section 2.2 shall again become effective.
ARTICLE 3 - PERFORMANCE OF TRANSPORTATION SERVICES
3.1 Agreement to Provide Transportation Services.
(a)During the Term and upon receipt of MPC's oral or written request for Transportation Services,
HSM shall provide (i) transportation services to MPC to transport Cargoes on the inland and
coastal waters of the United States using the towboats, barges, and other equipment owned or
operated by HSM as set forth on Exhibit C, as may be updated during the Term by HSM providing
to MPC a Memorandum to File that adds or removes items of equipment (collectively, the
"Equipment"), and (ii) mooring services for barges (“Fleeting S ervices”); t ankerman services for
the assurance of safe transfer of Cargo (“Tankerman Services”); cleaning services for Cargo tanks,
voids, boat bilges and fuel/slop tanks; and routine repair and maintenance services performed at
MPC's facilities (collectively, the "Transportation Services").
(b)This Agreement to provide Transportation Services does not preclude HSM from marketing its
Transportation Services to third parties, provided that said marketing does not interfere with, or
reduce its obligations to provide MPC's requested Transportation Services under paragraph 3.1(a)
herein.
(c)Equipment shall be loaded or discharged at any safe place or berth, or alongside vessels designated
by MPC provided that the Equipment is always safely afloat. MPC shall provide the Equipment
with a safe berth at MPC loading and discharging ports. Without prejudice to MPC's foregoing
obligation to provide a safe berth, HSM may determine, in its sole discretion, whether a loading or
discharge berth is unsafe, and HSM shall not be liable for any Claims and Liabilities resulting
from such determination.
3.2 Operations. At all times during the Term, HSM shall control and direct the Equipment and the crew of
such Equipment and HSM shall:
(a)use reasonable care in material compliance with Applicable Laws and applicable agreements in
providing the Transportation Services;
(b)use due diligence to ensure that the Equipment, to the extent applicable, (i) is seaworthy and
prudently manned, maintained, equipped and supplied; (ii) is suitable for the specified Cargo; (iii)
has fully functioning safety valves, overfill prevention system, fire suppression system, and
automatic identification system transponder; (iv) is vapor tight (with certificates of vapor tightness
provided to MPC upon request and updated according to Applicable Law); and (v) has no
manifolds between compartments containing gasoline and distillate respectively;
(c)as soon as practical, notify MPC of any accidents, whether or not damage is obvious, occurring in
the performance of the Transportation Services and promptly furnish MPC with a written report of
all of the circumstances of any such accident; and
(d)in the event HSM arranges to have a surveyor attend and/or inspect the Equipment and/or any
damage or other event or incident arising from or relating to this Agreement, provide
MPC as much advance notice of any such survey as is practical under the circumstances, to enable
MPC personnel to attend such survey and/or arrange to appoint its own surveyor.
3.3 Additional Transportation Service. If MPC requests in writing to HSM a transportation service not covered
by the Transportation Services being provided pursuant to this Agreement as of the date of the request, and
HSM agrees to provide such service, then the Parties will negotiate in good faith an amendment to Exhibit B
or Exhibit G, as applicable, to include the additional transportation service (each such service an
"Additional Transportation Service"), the terms and conditions for the provision of each Additional
Transportation Service and the Monthly Payment payable to MPC for each Additional Transportation
Service, such Monthly Payment to be determined with the intent that it reflects an arm's length standard.
3.4 Modification; Third Party Providers.
(a)Any requests or other communications from a Party to another Party regarding (i) the
Transportation Services (ii) any modification or alteration to the provision of the
Transportation Services or (iii) the provision of an Additional Transportation Service must be
made by an Authorized Representative (it being understood that the receiving Party shall not be
obligated to agree to any modification or alteration requested thereby).
(b)The Parties understand and agree that MPC may contract with any Third Party to provide
equipment and/or transportation services that are not included in Equipment or
Transportation Services under this Agreement. Further, any costs or expenses to be incurred in
connection with obtaining such equipment or transportation services from a Third Party shall be
paid by MPC; provided, however, that pursuant to the Second Amended and Restated
Management Services Agreement HSM shall use commercially reasonable efforts to assist MPC in
contracting for and vetting and managing such Third-Party equipment or transportation
services and shall communicate to MPC in advance the expected costs or expenses to be incurred.
3.5 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HSM MAKES NO, AND EXPRESSLY
DISCLAIMS ANY, WARRANTIES WHATSOEVER WITH RESPECT TO THE TRANSPORTATION
SERVICES AND THE EQUIPMENT, INCLUDING ANY (A) WARRANTY OF
MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C)
WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE
OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
3.6 Force Majeure.
(a)As soon as possible following the occurrence of a Force Majeure Event, HSM will provide MPC
with written notice of the occurrence of such Force Majeure Event (a "Force Majeure Notice").
Concurrent with that notice or as soon as possible thereafter, HSM will give MPC a full
description of the Force Majeure Event and the approximate length of time that HSM reasonably
believes such Force Majeure Event will continue (the "Force Majeure Period"). Each Party
shall use commercially reasonable efforts to mitigate or overcome the effects of a Force Majeure
Event as soon as possible; provided, however, that neither Party shall be required to settle any
strike, walkout, lockout or other labor dispute on terms which, in the reasonable judgment of the
affected Party, are contrary to its interest. It is understood that the settlement of a strike, walkout,
lockout or other labor dispute will be entirely within the discretion of the affected Party.
(b)If HSM notifies MPC that it reasonably believes that the Force Majeure Period will continue for
more than twelve (12) consecutive months for specified Equipment, then either Party may give the
other Party notice of intent to terminate this Agreement with respect to the affected Equipment (a
"Termination Notice") at least twelve (12) months prior to the expiration of the Force Majeure
Period; provided, however, that such Termination Notice shall be deemed canceled and of no effect if
the Force Majeure Period ends prior to the expiration of such twelve (12) month period.
(c)Notwithstanding the foregoing, if MPC delivers a Termination Notice to HSM (the "MPC
Termination Notice") and, within thirty (30) days after receiving such MPC Termination Notice,
HSM notifies MPC that HSM reasonably believes that it will be capable of fully performing its
obligations under this Agreement within thirty (30) calendar days, then the MPC Termination
Notice shall be deemed revoked and the applicable portions of this Agreement shall continue in
full force and effect as if such MPC Termination Notice had never been given.
3.7 Material Safety Data Sheets. MPC has provided HSM with the current Material Safety Data Sheet or
Safety Data Sheet ("SDS") for each Product to be transported by HSM. MPC shall not be required to
provide a SDS at each load. In the event that a new SDS becomes available for a particular Product, MPC
shall promptly notify HSM and promptly provide the new SDS to HSM. HSM acknowledges that lethal
levels of hydrogen sulfide gas and/or other petroleum, chemical or related product fumes, such as benzene,
may be present in the vapor space within storage tanks and other compartments that contain asphalt and
other heavy oil cargoes or certain other petroleum, chemical, or related products, such as benzene or coal
tar light oil. In areas adjacent to or in close proximity to areas where such tanks and compartments vent,
precautions must be taken against inhalation of hydrogen sulfide gas and/or other chemical fumes. Odor is
not a reliable means of hydrogen sulfide gas or chemical fume detection. Consultation of the SDS for
product and other descriptions and the rules and regulations of the Occupational Safety & Health
Administration for protective measures is the responsibility of HSM. HSM acknowledges that it will
provide warnings and safe handling information about hydrogen sulfide gas and other applicable chemical
fumes to HSM's employees, agents, contractors and invitees, and will require them to further communicate
the warnings and information to all persons that they reasonably foresee may be exposed to or handle any
Cargo that may contain hydrogen sulfide gas or other chemical fumes. HSM further acknowledges that it is
responsible for determining, implementing, and ensuring compliance with work procedures to provide
adequate precautions against hydrogen sulfide gas and other applicable chemical fumes exposure by
HSM's employees, agents, contractors and invitees.
3.8 No Partnership. This Agreement shall not be interpreted or construed to create an association, partnership,
joint venture, employment or fiduciary relationship or similar relationship between HSM and MPC. Except
as explicitly set forth in this Agreement, neither Party shall have any right, power or authority to enter into
any agreement or undertaking for, act on behalf of, act or be an agent or representative of, or otherwise
bind, the other Party. HSM shall act as an independent contractor in the performance of its duties
hereunder.
3.9 Title; Risk of Loss. Notwithstanding the simple negligence, gross negligence or willful actions of HSM,
and subject to Section 5.8, risk of loss or damage to Cargoes will at all times remain with MPC. Further, as
between HSM and MPC, title to the Cargoes will at all times remain with MPC.
ARTICLE 4 - COMPENSATION
4.1 Monthly Payment. MPC shall pay HSM monthly (a) the Day Rate stated in Exhibit B for each item of
Equipment listed in Exhibit C and in any Memorandum to File for each day of the invoice month and (b)
the charges listed in Exhibit B and Exhibit H for Fleeting Services and Cleaning and Repair Facility
Charges, as well as the charges listed in Exhibit B and Exhibit G for Tankerman Services, as incurred for
the invoice month (collectively, the "Monthly Payment"). MPC shall be relieved of its obligation to pay
the Monthly Payments to HSM for any piece of Equipment listed in Exhibit C that is unavailable for
service for twelve (12) consecutive months or more due to a Force Majeure Event.
4.2 Invoicing; Late Payments; Disputed Payments.
(a)Within twenty (20) days following the end of each month during the Term, HSM will submit to
MPC for payment a written invoice for the amounts due under this Agreement for such month,
including any expenses to be reimbursed by MPC in accordance with Section 4.4 and applicable
credits to MPC in accordance with Section 5.3(b). MPC shall pay all amounts due pursuant to
an invoice within ten (10) days after receipt of such invoice. MPC shall not offset any amounts
owing to it by HSM against amounts payable hereunder.
(b)If MPC fails to make payment of any sum as and when due under this Agreement, then MPC shall
pay interest thereon to HSM at the Interest Rate (as in effect on the day when such sum was
originally due) on and from the day when payment was due until the date of payment.
(c)MPC may contest the amount of any invoice, provided that MPC notifies HSM in writing of the
contested amount and specifies the reason(s) therefore within ninety (90) days following the end
of the calendar year on which the relevant Transportation Services were performed. MPC shall
timely pay any disputed item in full while resolution of the dispute is pending; provided, however,
that HSM shall pay interest at the Interest Rate on any amounts it is required to return to MPC
upon resolution of the dispute. Payment of the uncontested amount shall not constitute approval
thereof.
4.3 Adjustment of Day Rate, Cleaning and Repair Facility Charges. Fleeting Services, and Tankerman Services
(a)The Day Rate will be adjusted each year to reflect then-current market rates as determined by
HSM acting reasonably based upon published industry information or other relevant
documentation; provided that any annual increase in the Day Rate will be capped at a maximum of
five percent (5%) and any decrease in the Day Rate shall be capped at a maximum of negative five
percent (-5%) of the then current Day Rate. Such adjustment, if any, will be effective each year
on the anniversary of the Effective Date. The initial rates stated in Exhibit B are based on a
market survey conducted in 2025.
(b)Cleaning and Repair Facility Charges indicated on Exhibit H will be adjusted each year to reflect
then-current market rates as determined by HSM acting reasonably based upon published industry
information or other relevant documentation.
(c)Tankerman Services charges stated in Exhibit B and Exhibit G shall be invoiced to MPC based on
the geographical zone in which the Tankerman Services were provided. The charges for Fleeting
Services and Tankerman Services stated in Exhibit B and Exhibit G shall be adjusted in
accordance with the schedule listed on Exhibit A, unless otherwise mutually agreed between HSM
and MPC in a subsequent letter agreement signed by each Party's Authorized Representative. Such
adjustments will be effective each year on the date HSM provides written notification to MPC of the
adjusted rates.
(d)The adjustment of any rate to then-current market rates shall be documented by HSM via a
Memorandum to File delivered to MPC.
4.4 Reimbursement of Expenses
(a)Monthly, to the extent incurred by HSM, MPC shall reimburse HSM for each of the following:
(i)all reasonable fuel and ancillary costs incurred by HSM, all reasonable Cleaning and
Repair Facility Charges and all reasonable Third-Party charges, including all port and
harbor charges, incurred in providing the Transportation Services under this Agreement;
(ii)any reasonable costs and expenses incurred by HSM for all damage of any kind, as well
as reasonable waste removal and cleaning costs, resulting from the receipt of Product that
does not conform to the applicable industry standard quality specifications as set forth in
Section 5.2;
(iii)any reasonable costs and expenses incurred by HSM in complying with any new or
change in Applicable Law occurring after the Effective Date that affects the
Transportation Services provided by HSM under this Agreement, provided that (i)
compliance by HSM with any such new or change in Applicable Law requires capital
expenditures by HSM and (ii) HSM has made efforts to mitigate the capital expenditures
required by such Applicable Law;
(iv)all taxes (other than income taxes, gross receipt taxes, ad valorem taxes, property taxes
and similar taxes) incurred by HSM on MPC's behalf with respect to the Transportation
Services provided under this Agreement, to the extent such reimbursement is not
prohibited by Applicable Law;
(v)the actual costs of any capital expenditures, excluding Additional Equipment, HSM
agrees to make at MPC's request, to the extent such costs are actually incurred by HSM;
and
(vi)any reasonable costs incurred by HSM to restore disruptions to the Transportation
Services described in Section 3.l(a) that are caused by MPC or MPC's employees,
Affiliates, representatives, agents or customers.
(b)Monthly, to the extent incurred by MPC, HSM shall reimburse MPC for each of the following:
(i)any applicable motor fuel excise tax or similar taxes or fees incurred by MPC, which are
chargeable to HSM as a user of such fuel; and
(ii)any reasonable costs incurred by MPC not covered under this Section 4.4, or elsewhere in
this Agreement, that are related to HSM providing Transportation Services.
(c)For expenses incurred under this Section 4.4(a), HSM and MPC agree that third parties may
directly invoice MPC and MPC shall be responsible for prompt payment of any such invoice.
4.5
4.6 Outchartering of Equipment. If for a given period of time, MPC has no need for any item of Equipment, or if
HSM is unable to access an item of Equipment for service to MPC due to a Force Majeure Event, MPC or
HSM may so notify the other (as applicable), and HSM may employ such item of Equipment in other service
("Outcharter"). If HSM locates an Outcharter for such item of Equipment, HSM shall provide notice to
MPC. If the Outcharter day rate earned is less than or equal to the relevant Day Rate under this Agreement,
then HSM will credit MPC for 100% of the amount received from the Outcharter. If the Outcharter day rate
earned is greater than the Day Rate of this Agreement, HSM will credit MPC for 100% of the Day Rate of
this Agreement. HSM shall ensure that no Outcharter interferes with HSM's obligations to MPC under
paragraph 3.l(a) herein.
4.7 Taxes. To the extent required by Applicable Law, HSM shall add to any Monthly Payment due under this
Agreement amounts equal to any applicable sales, use or similar taxes, however, designated or levied,
ba sed upon the provision of the Transportation Services performed hereunder and such taxes shall be
separately stated on the invoice. HSM is solely responsible for the collection and remittance of any such
taxes to the appropriate tax authorities. The Parties will cooperate with each other to minimize any such
taxes to the extent reasonably practicable. If additional taxes are determined to be due with respect to the
Transportation Services provided hereunder as a result of (a) an audit by any applicable tax authority,
or (b) a new or change in Applicable Law, then MPC shall reimburse HSM for the additional taxes due
from HSM. MPC has the right to contest with the tax authority, at MPC's sole expense, the amount of any
taxes or the result of any audit. HSM is responsible for any penalty or interest resulting from its failure to
remit any invoiced taxes. Notwithstanding anything in this Agreement to the contrary, this Section 4.6
will, to the fullest extent permitted by Applicable Laws, survive the termination of this Agreement and
remain in effect until the expiration of the relevant statute of limitations. In the event of a tax audit, the
Parties agree to cooperate, timely share information in good faith and in a commercially reasonable manner
as permitted under Applicable Laws.
ARTICLE 5 - AVAILABILITY OF EQUIPMENT
5.1 Disruption of Transportation Services. HSM shall promptly notify MPC of any anticipated partial or
complete disruption of a Transportation Service, other than a disruption due to a Force Majeure Event
(notice of which shall be given in accordance with Section 3.6(a)), 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 HSM is taking to resume full operations; provided,
however, that HSM 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 damaged by such failure or delay. HSM
shall provide MPC with at least ninety (90) days' notice of any planned maintenance or repair activity on
the Equipment that HSM determines will significantly reduce the Transportation Services.
5.2 Acceptance of Cargo. Subject to the terms of this Agreement and to disruptions for routine testing,
inspection, repair and maintenance consistent with industry standards; scheduling requirements; and any
requirements of Applicable Law; HSM shall accept for shipment all Cargo that meets applicable industry
standard quality specifications. HSM may, without prejudice to any other remedy available to HSM, reject
and return to MPC any Product that does not conform to such specifications, even after delivery to HSM.
5.3 Mechanical Availability of Equipment.
(a)Mechanical Availability Calculation. Promptly after the end of each Mechanical Availability
Calculation Period and the Final Mechanical Availability Calculation Period, HSM shall calculate
the Mechanical Availability individually for the Towboat Group and the Barge Group pursuant to
Exhibits E and F.
(b)Mechanical Availability Credit. If the Mechanical Availability of the Towboat Group or Barge
Group is below ninety-five percent (95%) for a Mechanical Availability Calculation Period, then
MPC will receive a “Credit” calculated pursuant to Exhibits E and F. The Credit, if any, shall be
offset against the Monthly Payment due to HSM in the month immediately following the month
of the Mechanical Availability Calculation Period.
5.4 Restoring Transportation Services. HSM shall make such repairs and take such reasonable actions as are
necessary to restore any disruption to those Transportation Services described in Section 3.1(a)(i). All such
restoration shall be at HSM's cost and expense unless the damage or event was caused by MPC or MPC's
employees, Affiliates, representatives, agents or customers. If for any reason, other than a disruption due to
Force Majeure, HSM fails to provide at least ninety-five percent (95%) of the requested Transportation
Services described in Section 3.1(a)(i) and the agreed Additional Transportation Services for a period of
thirty (30) consecutive days, then either Party has the right to call a meeting between executives of both
Parties by providing at least two (2) business days' prior written notice.
5.5 No Demise and No Control by MPC. Nothing in this Agreement shall be construed as creating a demise of
the Equipment to MPC or as vesting MPC with any control over the physical operation or navigation of
the Equipment. HSM shall control and direct all tankermen provided by HSM. As between HSM and
MPC, all such tankermen shall be deemed for all purposes not to be an employee of MPC.
5.6 Inspection/Vetting. Upon reasonable advance notice to HSM, MPC may inspect the Equipment at a
loading or discharging berth, or other location which will not substantially interfere with the operation of
the Equipment, and may, at HSM's offices, review HSM's safety, environmental protection, and
maintenance programs and procedures. If MPC determines, based on such inspection or review, that a
material, unsatisfactory safety or operational condition exists, then MPC may provide HSM with written
notice of such condition and the basis for MPC's determination of the same. If HSM agrees with MPC's
determination, then HSM shall provide a written explanation of its cure, including the estimated time to
cure. If HSM reasonably disagrees with MPC's determination, then HSM shall provide MPC with written
notice of its disagreement and the basis therefor, and the Parties shall negotiate in good faith to resolve such
disagreement. HSM shall afford all necessary cooperation and accommodation; provided, however, that
neither the exercise nor the non-exercise by MPC of such right shall in any way reduce HSM's authority
over, and responsibility for, the Equipment and every aspect of its operation, nor increase MPC's
responsibilities to HSM or Third Parties for the same, and shall not be construed as an assumption by MPC
of responsibility for the safety of the vessel and its crew or for liability to Third Parties.
5.7 Cargo Transfer. Before and after any Cargo transfer, HSM shall inspect moorings, hoses and
appurtenances. HSM shall be responsible for handling, inspecting, bleeding, attaching and detaching all
hoses and lines from the shore connection to the Equipment in a safe and prudent manner. During Cargo
transfer, HSM shall continuously monitor flow rate, connections, and barge tank levels. HSM shall
measure and legibly document barge compartment levels both before and after Cargo transfer. MPC shall
pump Cargo into the Cargo tanks of the Equipment at MPC's expense, and HSM shall pump Cargo out of
the Cargo tanks at MPC's expense. The Cargo will be safely loaded and discharged at such rates, pressures
and temperatures required by design of the Equipment, or the receiving terminal, as appropriate, and/or
good operating practice with respect to such Equipment, or the receiving terminal, as appropriate.
5.8 Loss in Transit. HSM shall reimburse MPC for in transit loss of Cargo in excess of one-half percent (0.5%)
by volume, or such other percentage as the Parties may agree in writing shall apply to certain Products ("In
Transit Loss Allowance"). HSM shall not be liable for any such loss unless (a) the cause for the loss in
transit is unknown, (b) MPC or MPC's agent provides written notice of such loss to HSM within thirty
(30) days of unloading the relevant Cargo and
(a)a comparison of Equipment ullage figures at loading port and at discharge port, as measured by a
Third-Party inspector, which shall be mutually agreed to by both MPC and HSM, establishes that
a volume loss in excess of the In Transit Loss Allowance has actually occurred in transit. The
amount payable by HSM to MPC for any such in-transit loss shall be an amount equal to (x) the
volume loss in excess of the In Transit Loss Allowance, multiplied by (y) the per unit spot value
of the relevant product using an appropriate industry market index for the delivery location
reference market.
5.9 Audit. HSM shall retain all records and accounts related to the Transportation Services provided herein
for at least three (3) years from the completion date of any Transportation Service. HSM shall permit
MPC access at reasonable times and upon reasonable advance notice, but not more often than once in any
calendar year, to review and audit all records and accounts relating to the Transportation Services provided
under this Agreement at MPC's sole cost and expense. Any audit of a particular calendar year must
commence during the one (1) year period (or such longer period as the Parties may agree) following the
end of such year.
ARTICLE 6 - REPRESENTATIONS AND WARRANTIES
6.1 Representations and Warranties. Each Party hereby represents and warrants to the other as of the date of
this Agreement that:
(a)it is duly organized and validly existing under the laws of its jurisdiction of organization;
(b)it has the power to own its assets and carry on its business as it is currently being conducted;
(c)the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and
enforceable obligations upon it, subject to applicable bankruptcy, reorganization, insolvency or
similar laws affecting creditors' rights generally;
(d)the entry into, and performance by it, of the transactions contemplated by this Agreement do not
and will not conflict with (i) any Applicable Law; (ii) its constitutional documents; or (iii) any
material provision of any material agreement or instrument binding upon it; and
(e)it has the power to enter into, perform and deliver, and has taken all necessary action to authorize
its entry into, performance and delivery of this Agreement and the transactions contemplated by
this Agreement.
ARTICLE 7 - INDEMNIFICATION AND LIABILITY
7.1 Indemnification by HSM. HSM shall be liable for and shall indemnify, defend and hold harmless each of
the MPC Indemnified Parties against all Claims and Liabilities that arise out of, are incident to, or result
from (a) any and all actions, suits or proceedings instituted by a Governmental Authority arising out of any
failure of HSM's actions or performance of its obligations hereunder to conform to Applicable Law, (b)
claims for bodily injury or death or physical loss of or damage to property arising from HSM's actions or
omissions and (c) any negligence, gross negligence, default or willful misconduct of HSM in connection
with the performance of, or failure to perform, this Agreement by HSM, except to the extent the
circumstances described in the foregoing subparagraphs (a), (b) and (c) are a result of acts or omissions of
MPC or its Affiliates.
7.2 Indemnification by MPC. MPC shall be liable for and shall indemnify, defend and hold harmless each of
the HSM Indemnified Parties against all Claims and Liabilities that arise out of, are incident to, or result
from (a) any and all actions, suits or proceedings instituted by a Governmental Authority arising out of any
failure of MPC's or its Affiliates' actions or performance of its obligations hereunder to conform to
Applicable Law, (b) claims for bodily injury or death or physical loss of or damage to property arising from
the actions or omissions of MPC or its Affiliates and (c) any negligence, gross negligence, default or
willful misconduct of MPC or any of its Affiliates in connection with the performance of, or failure to
perform, this Agreement by MPC or any Affiliate of MPC, except to the extent the circumstances described
in the foregoing subparagraphs (a), (b) and (c) are a result of acts or omissions of HSM.
7.3 Exception to Indemnification. Notwithstanding anything in this Agreement to the contrary, MPC is not
responsible for indemnification obligations pursuant to Section 7.2 for any cause of action arising from the
actions, inactions, admissions, or omissions of any personnel provided or caused to be provided to HSM
pursuant to the Second Amended and Restated Employee Services Agreement, provided the Second
Amended and Restated Employee Services Agreement is still in effect at the time the cause of action arose.
MPC is responsible for indemnification obligations pursuant to Section 7.2 for any cause of action arising
from the grossly negligent or willful actions, inactions, admissions, or omissions of any personnel provided
or caused to be provided to HSM pursuant to the Second Amended and Restated Employee Services
Agreement, provided the Second Amended and Restated Employee Services Agreement is still in effect at
the time the cause of action arose.
7.4 Limitations and Liability.
(a)Each Party has a duty to mitigate any loss sustained under this Agreement.
(b)IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
INDIRECT, CONSEQUENTIAL (INCLUDING LOSS OF REVENUES OR PROFITS, LOSS
OF DATA, LOSS OF GOODWILL AND LOSS OF CAPITAL, WHETHER OR NOT SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), EXEMPLARY
OR PUNITIVE DAMAGES OR THE LIKE (EXCEPT TO THE EXTENT THAT SUCH
DAMAGES ARE PAID TO A THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM)
ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN
CONNECTION WITH THIS AGREEMENT (OR THE PROVISION OF SERVICES
HEREUNDER), ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE
PARTIES REGARDLESS OF WHETHER OR NOT EITHER PARTY TO THIS AGREEMENT
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE
LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY.
7.5 Indemnification Procedures.
(a)Within a reasonable period of time after it becomes aware of facts giving rise to a claim for
indemnification under this Article 7, the Indemnified Party will provide notice thereof in writing
to the Indemnifying Party, specifying the nature of and specific basis for such claim to the extent
then known by the Indemnified Party.
(b)The Indemnifying Party shall have the right to control all aspects of the defense of (and any
counterclaims with respect to) any claims brought against the Indemnified Party that are covered
by the indemnification under this Article 7, including the selection of counsel, determination of
whether to appeal any decision of any court and the settling of any such claim or any matter or
any issues relating thereto; provided, however, that no settlement involving the payment of money
shall be entered into without the prior written consent of the Indemnified Party unless it includes
a full release of the Indemnified Party from such claim; and provided further, that no settlement
containing any form of injunctive or similar relief shall be entered into without the prior written
consent of the Indemnified Party, which consent shall not be unreasonably delayed, conditioned or
withheld.
(c)The Indemnified Party agrees to cooperate in good faith and in a commercially reasonable manner
with the Indemnifying Party with respect to all aspects of the defense of and pursuit of any
counterclaims with respect to any claims covered by the indemnification under this Article 7,
including the prompt furnishing to the Indemnifying Party of any correspondence or other notice
relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified
Party to be utilized in connection with such defense and counterclaims, the making available to the
Indemnifying Party of any files, records or other information of the Indemnified Party that the
Indemnifying Party reasonably considers relevant to such defense and counterclaims, the making
available to the Indemnifying Party of any employees of the Indemnified Party and the granting to
the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified
Party; provided, however, that in connection therewith the Indemnifying Party agrees to use
reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and
further agrees to maintain the confidentiality of all files, records, and other information furnished
by the Indemnified Party pursuant to this Section 7.5. The obligation of the Indemnified Party to
cooperate with the Indemnifying Party as set forth in the immediately preceding sentence shall not
be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in
connection with the defense of and pursuit of any counterclaims with respect to any claims covered
by the indemnification set forth in this Article 7; provided, however, that the Indemnified Party
may, at its own option, cost and expense, hire and pay for counsel in connection with any such
defense and counterclaims. The Indemnifying Party agrees to keep any such counsel hired by the
Indemnified Party informed as to the status of any such defense, but the Indemnifying Party shall
have the right to retain sole control over such defense and counterclaims.
(d)In determining the amount of any loss, cost, damage or expense for which the Indemnified Party is
entitled to indemnification under this Agreement, the gross amount of the indemnification will be
reduced by (i) any insurance proceeds realized by the Indemnified Party, and (ii) all amounts
recovered by the Indemnified Party under contractual indemnities from Third Parties.
(e)Notwithstanding anything to the contrary hereunder, no cause of action, dispute or claim for
indemnification may be asserted against any Party or submitted to arbitration or legal proceedings
which accrued more than two (2) years after the later of (i) the occurrence of the act or event
giving rise to the underlying cause of action, dispute or claim and (ii) the date on which such act or
event was, or should have been, in the exercise of reasonable due diligence, discovered by the
Indemnified Party.
7.6 Assumption of Risk. HSM acknowledges that environmental, health, and safety conditions, the existence
of hazardous materials (including Cargo that may contain hydrogen sulfide gas and/or other petroleum,
chemical or related product fumes), interaction with Third Party vessels and personnel, and other hazards,
commonly exist at MPC's work sites. Further, HSM acknowledges that its use of, and presence on,
waterways, public property and Third-Party property are beyond the control of MPC. HSM thus assumes
the ordinary risks associated with the performance of the Transportation Services contemplated herein.
ARTICLE 8 - INSURANCE
8.1 Corporate Group Insurance. Without limiting the scope of any of HSM's obligations or liabilities under
this Agreement, MPC shall cause its affiliate Marathon Petroleum Corporation ("Marathon") to procure
and maintain, in HSM's name and at HSM's sole cost and expense, and keep in effect during the Term, the
following insurances within Marathon's corporate wide policies with insurance companies designated by
AM. Best Company with a rating of A- or better.:
(a)Workers’ Compensation and U.S. Longshore and Harbor Workers’ Compensation Act Insurance
sufficient to comply fully with requirements and coverages specified by all Applicable Laws
covering any employees of HSM performing the Transportation Services and require any third
party who may provide personnel performing the Transportation Services provided or caused to be
provided to HSM pursuant to the Second Amended and Restated Employee Services Agreement to
procure applicable insurance coverage.
(b)Marine General Liability Insurance with contractual liability coverage for HSM's indemnity
obligations under this Agreement, and combined single limits of at least $2,000,000 per
occurrence.
(c)Excess Coverage in the amount necessary to achieve insurance liability limits of $10,000,000 in
total for all insurable risks with such limits to be achieved through any combination of above
primary and excess coverages.
(d)Hull and Machinery, Increased Value, and War Risks policies (which shall include collision
liability and tower’s liability) covering up to one hundred twenty five percent (125%) of the
agreed hull value of HSM’s fleet of towboats and barges.
(e)Pollution Insurance in an amount equal to the maximum carried by HSM, but never less than the
amount necessary to comply with the minimum financial responsibility requirements established
by any Applicable Law, or $100,000,000, whichever is greater.
(f)Protection and Indemnity Insurance standard for the industry, including contractual liability
coverage and sistership clause unamended, endorsed specifically to include (a) collision liability,
(b) in rem claims, stating that such actions shall be treated as a claim against the insured in
personam and (c) full crew coverage including wages, maintenance and cure, with a limit of at
least $2,000,000 per occurrence.
8.2 Certificates. Prior to the performance of Transportation Services hereunder and upon request from HSM,
MPC shall furnish to HSM certificates for the insurances identified in Section 8.1, in each case showing (a)
all insurance coverages and endorsements required by this Agreement and (b) a statement from the relevant
insurance provider that the insurance will not be materially changed, canceled, or permitted to expire
without at least thirty (30) days’ prior written notice to HSM. Upon request from HSM, MPC shall provide
supplements and amendments to such certificates to demonstrate that the insurance identified in Section
8.1 and the related endorsements remain in effect. HSM’s acceptance of an insurance certificate that does
not comply with this Agreement does not waive any requirement of this Agreement. Notwithstanding the
foregoing, MPC shall have the option to, and may elect to maintain self-insurance having retentions
sufficient to satisfy potential liabilities arising hereunder, in full satisfaction of the above Insurance
requirements.
8.3 Coverage by Third Parties. In the event HSM utilizes one or more Third Parties in the performance of its
fleeting, tankermen or cleaning and repair facility services hereunder, HSM shall ensure that such Third
Parties maintain insurance coverage of the types and amounts herein established that are applicable to the
services to be provided by such Third Parties. Upon request from MPC, HSM shall provide to MPC, prior
to the use of any such services, certificates of insurance evidencing such coverage.
ARTICLE 9 - VESSEL VETTING AND VESSEL RESPONSE PLAN
9.1 Pollution. HSM shall comply with the Marathon Petroleum Vetting Policy and shall maintain and
implement a Vessel Response Plan ("Plan") for the prevention and removal of pollution from water and
natural resources, as required by any Applicable Law. Such Plan shall include appropriate response
contractors to comply with Applicable Law. In the event of an unintentional discharge or significant threat
of an unintentional discharge of Cargo transported under this Agreement, HSM shall promptly implement
its Plan and undertake all such measures as may be reasonably necessary to prevent or mitigate pollution
damage and perform all appropriate mitigation, regulatory notifications, and response. Additionally, HSM
shall promptly notify MPC of any such unintentional discharge of Cargo. In the event an unintentional
discharge of Cargo transported under this Agreement occurs, MPC may, at its option, but without
obligation, and upon written notice to HSM, undertake such measures as are reasonably necessary to
prevent or mitigate pollution damage resulting from such discharge. MPC shall keep HSM advised in
advance in writing of the nature of the measures intended to be taken by it. Any of the aforementioned
measures actually taken by MPC will be at HSM's expense except to the extent that such discharge was
caused by MPC, in which case such measures shall be for MPC's expense. HSM agrees that it will not raise
or plead as a defense to a claim for reimbursement by MPC that in undertaking or performing such
measures, MPC acted as a volunteer and any such defense of "volunteer" is hereby waived by HSM. These
provisions are not in derogation of any other right MPC or HSM may have under this Agreement or
otherwise have or acquired under Applicable Law.
ARTICLE 10 - ASSIGNMENT
10.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their
permitted successors and assigns; provided, however, that neither Party may assign its rights or obligations
under this Agreement without prior written consent from an Authorized Representative of the other Party,
which consent shall not be unreasonably withheld, conditioned or delayed; provided further, however, that
either Party may assign its rights and obligations 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.
Subject to the foregoing, this Agreement shall bind and inure to the benefit of each Party and its successors
and permitted assigns.
ARTICLE 11 - DEFAULTS AND REMEDIES
11.1 Events of Default. The occurrence or continuance of any of the following events will constitute a default of
this Agreement by a Party (each an "Event of Default"):
(a)failure to pay any undisputed amount due and payable to the other Party under this Agreement
within ten (10) business days after such amount becomes due and payable and such failure is not
remedied within a period of thirty (30) days of written notice of such failure from the other Party;
(b) Party becomes Bankrupt;
(c)a Party fails to maintain insurance in accordance with Article 8 and fails to remedy such failure
within five (5) days of written notice of such failure from the other Party;
(d)a Party is in material breach of any of its other material obligations under this Agreement and fails
to cure such breach to the reasonable satisfaction of the non-defaulting Party within forty-five (45)
days of written notice of such breach from the non-defaulting Party; and
(e)any representation, warranty or statement made by a Party herein proves to be untrue in any
material respect on the date on which it was made.
11.2 Remedies.
(a)Termination. Upon the occurrence of an Event of Default by either Party, the non-defaulting
Party shall have the right to terminate this Agreement effective immediately upon delivery of
written notice to the defaulting Party.
(b)If this Agreement is terminated with respect to certain Equipment pursuant to Section 3.6, then the
Parties shall update Exhibit C to remove such Equipment therefrom.
ARTICLE 12 - MISCELLANEOUS
12.1 Choice of Law; Dispute Resolution.
(a)Governing Law. This Agreement shall be subject to and governed by the laws of the State of New
York, without regard to the conflict of laws provisions thereof to the extent such principles or
rules would require or permit the application of the laws of any other jurisdiction.
(b)Mediation. If the Parties cannot resolve any Dispute or claim arising under this Agreement, then
no earlier than ten (10) days nor more than sixty (60) days following written notice to the other
Party, either Party may initiate mandatory, non-binding mediation hereunder by giving a notice
of mediation (a "Mediation Notice") to the other Party. In connection with any mediation
pursuant to this Section 12.1(b), the mediator shall be jointly appointed by the Parties and the
mediation shall be conducted in Findlay, Ohio unless otherwise agreed by the Parties. All costs
and expenses of the mediator appointed pursuant to this section shall be shared equally by the
Parties. The then-current Model ADR Procedures for Mediation of Business Disputes of the
Center for Public Resources, Inc., either as written or as modified by mutual agreement of the
Parties, shall govern any mediation pursuant to this Section 12.l(b). In the mediation, each Party
shall be represented by one or more senior representatives who shall have authority to resolve any
Disputes. If a Dispute has not been resolved within thirty (30) days after the receipt of the
Mediation Notice by a Party, then any Party may refer the resolution of the Dispute to any federal
or state court located in Ohio in accordance with Section 12.1(c).
(c)Litigation. Each Party agrees that it shall bring any action or proceeding in respect of any Dispute
or claim arising out of or related to this Agreement, whether in tort or contract or at law or in
equity, exclusively in any federal or state courts located in Ohio and (i) irrevocably submits to the
exclusive jurisdiction of such courts, (ii) waives any objection to laying venue in any such action
or proceeding in such courts, (iii) waives any objection that such courts are an inconvenient forum
or do not have jurisdiction over it and (iv) agrees that service of process upon it may be effected
by mailing a copy thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to it at its address specified in Section 12.6. The foregoing consents to
jurisdiction and service of process shall not constitute general consents to service of process in the
State of Ohio for any purpose except as provided herein and shall not be deemed to confer rights
on any Person other than the Parties
12.2 Waiver. Any term or provision of this Agreement may be waived, or the time for its performance may be
extended, by the Party entitled to the benefit thereof. Any such waiver shall be validly and sufficiently
given for the purposes of this Agreement if, as to any Party, it is in writing signed by an Authorized
Representative of such Party. The failure of any Party to enforce at any time any provision of this
Agreement shall not be construed to be a waiver of such provision, or in any way to affect the validity of
this Agreement or any part hereof or the right of any Party thereafter to enforce each and every such
provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or
subsequent breach. No single or partial exercise of any right or remedy under this Agreement precludes
any simultaneous or subsequent exercise of any other right, power or privilege.
12.3 Cumulative Remedies. The rights and remedies set forth in this Agreement are not exclusive of, but are
cumulative to, any rights or remedies now or subsequently existing at law, in equity or by statute.
12.4 Compliance with Law. Each Party shall comply with all Applicable Laws.
12.5 Third Party Beneficiaries. Except to the extent otherwise provided in Article 7 with respect to the rights of
the Indemnified Party, the provisions of this Agreement are solely for the benefit of the Parties and their
respective successors and permitted assigns and shall not confer upon any Third Party any remedy, claim,
liability, reimbursement or other right. Notwithstanding Article 7, the Parties may rescind or vary this
Agreement, in whole or in part, without the consent of any Third Party, and no Third Party shall be entitled
to assign any benefit or right conferred upon it under this Agreement.
12.6 Notices. All notices, consents, directions, approvals, objections, refusals, instructions, requests, demands,
and other communications required or permitted to be given under this Agreement shall be in writing and
shall be deemed duly given or delivered (a) when delivered personally; (b) if transmitted by facsimile,
when confirmation of transmission is received; (c) if by email, when receipt of such email is acknowledged
by return email; (d) if sent by registered or certified mail, postage prepaid, return receipt requested, on the
third (3rd) business day after mailing; or (e) if sent by private courier, when received; and shall be
addressed to the appropriate Party at its address specific below, or at such other address as such Party may
specify by notice to the other Party:
Hardin Street Marine LLC
539 South Main Street
Findlay, OH 45840
Attention: President
Email address: tsandifer@marathonpetroleum.com
With copy to (for legal notices):
Hardin Street Marine LLC
539 South Main Street
Findlay, OH 45840
Attn: Chief Legal Officer
Marathon Petroleum Company LP
539 South Main Street
Findlay, Ohio 45840
Attention: Commercial Strategy Director
Email address: cleanproductslogistics@marathonpetroleum.com
With copy to (for legal notices):
Marathon Petroleum Company LP
539 South Main Street
Findlay, OH 45840
Attn: Chief Legal Officer
or such other address as such Party may indicate by a notice delivered in accordance with this Section
12.6.
12.7 Mutual Obligations of Confidentiality.
(a)During the Term and for a period of three (3) years after the termination of this Agreement, each
Party shall keep confidential the other Party's Confidential Information, whether acquired before
or after the Effective Date, and neither Party shall (i) use the other Party's Confidential
Information except in connection with the performance of its obligations under this Agreement or
(ii) release or disclose the other Party's Confidential Information to any Third Party other than a
receiving Party's representatives with a need to know the Confidential Information for the
purposes of such Party's performance pursuant to this Agreement.
(b)Each Party will be responsible for any breach of the provisions of this Section by its
representatives.
(c)The provisions of Section 12.7 do not apply to any Confidential Information to the extent that
the receiving Party is required to disclose such information under any Applicable Laws or
pursuant to any order of any court, mediator or arbitrator, a reasonable request by a relevant
governmental taxing authority, or in connection with any legal proceeding, mediation or
arbitration to enforce its rights under this Agreement, or in connection with the requirements of a
regulatory body or stock exchange, or in connection with a financing, bond offering, or sale of
stock.
(d)If a Party receives a subpoena or other demand for disclosure of Confidential Information received
from any other Party or must disclose to a Governmental Authority any Confidential Information
received from such other Party in order to obtain or maintain any required governmental approval,
the receiving Party shall, to the extent legally permissible, provide notice to the providing Party
before disclosing such Confidential Information. Upon receipt of such notice, the providing Party
shall promptly either seek an appropriate protective order, waive the receiving Party's
confidentiality obligations hereunder to the extent necessary to permit the receiving Party to
respond to the demand, or otherwise fully satisfy the subpoena or demand or the requirements of
the applicable Governmental Authority. If the receiving Party is nonetheless legally compelled to
disclose such Confidential Information or if the providing Party does not promptly respond as
contemplated by this section, the receiving Party may disclose that portion of Confidential
Information covered by the subpoena or other demand.
(e)Each Party acknowledges that the disclosing Party would not have an adequate remedy at law for
the breach by the receiving Party of any one or more of the covenants contained in this Section
12.7 and agrees that, in the event of such breach, the disclosing Party shall, in addition to the other
remedies that may be available to it, be entitled to injunctive relief for any violation of, and to
enforce the terms of, this Section 12.7.
12.8 Severability. The provisions of this Agreement are separable and severable. Wherever possible, each
provision hereof shall be interpreted in such a manner as to be effective and valid under Applicable Law. If
any one or more of the provisions contained herein is, for any reason, held to be invalid, illegal or
unenforceable in whole or in part by any court of law or equity, then such provision or provisions shall be
ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without
invalidating the remainder of such provision or provisions or any other provisions hereof, unless such a
construction would be unreasonable and the remaining provisions hereof shall continue in full force and
effect to the greatest extent practicable.
12.9 Survival. Notwithstanding any suspension or termination of this Agreement, the Parties shall continue to
be bound by the provisions of this Agreement that reasonably require some action or forbearance after such
suspension or termination, including without limitation those relating to confidentiality obligations, audit
rights, warranties, compliance with Applicable Laws, governing law, dispute resolution, indemnities, and
limitation of liability.
12.10 Amendment and Restatement. On the Effective Date, this Agreement shall amend, and restate as amended,
the A&R TSA that was effective as of the A&R TSA Effective Date. This Agreement shall not constitute a
novation of the A&R TSA or in any way impair or otherwise affect each Party's rights and obligations
thereunder, except as such rights and obligations are amended or modified under this Agreement.
12.11 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof, and supersedes all prior agreements, negotiations, discussions, understandings and
commitments, written or oral, between the Parties with respect to such subject matter. The 2023 TSA is
expressly terminated as of the Effective Date.
12.12 Amendment. This Agreement can only be amended, modified or supplemented by a written
instrument signed by an Authorized Representative of the Parties.
12.13 Counterparts. This Agreement may be executed by the Parties in separate counterparts, each of which when
so executed and delivered shall be an original, but all such counterparts shall together constitute but one and
the same instrument. Executed facsimiles of such counterparts shall be deemed enforceable to the same
extent as if they were executed original documents.
12.14 Interpretation. Interpretation. In this Agreement, unless the context clearly indicates otherwise:
(a)words used in the singular include the plural, and words used in the plural include the singular;
(b)references to any Person include such Person's successors and assigns but, if applicable, only if
such successors and assigns are permitted by this Agreement;
(c)any reference to any gender includes the other gender;
(d)the words "include,'' "includes" and "including" shall be deemed to be followed by the words
"without limitation";
(e)any reference to any Article, Section or Exhibit means such Article or Section of, or such Exhibit
to, this Agreement, as the case may be, and references in any Article, Section or Exhibit to any
clause means such clause of such Article, Section or Exhibit;
(f)the words "herein,'' "hereunder," "hereof," "hereto" and words of similar import shall be deemed
references to this Agreement as a whole and not to any particular Section or other provision
hereof;
(g)any reference to any agreement, instrument or other document means such agreement, instrument
or other document as amended, supplemented and modified from time to time;
(h)any reference to any law (including statutes and ordinances) means such law (including all rules
and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or
in part, and in effect at the time of determining compliance or applicability;
(i)relative to the determination of any period of time, "from" means "from and including," "to"
means "to but excluding" and "through" means "through and including";
(j)if there is any conflict between the provisions of the main body of this Agreement and the
Exhibits, the provisions of the main body of this Agreement shall control, unless explicitly stated
otherwise in such Exhibit;
(k)the titles to Articles and headings of Sections contained in this Agreement have been inserted for
convenience of reference only and shall not be deemed to be a part of or to affect the meaning or
interpretation of this Agreement;
(l)the language of this Agreement shall be deemed to be the language the Parties have chosen to
express their mutual intent, and no rule of strict construction shall be applied against either Party;
and
(m)the Schedules and Exhibits form part of this Agreement and shall have the same force and effect as
if set out in the body of this Agreement and any reference to this Agreement shall include the
Schedules and Exhibits.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their Authorized
Representatives to be effective as of the Effective Date.

Marathon Petroleum Company LP By: MPC Investment LLC, its General Partner |  | Hardin Street Marine LLC
By: | /s/ Rick Hessling |  | By: | /s/ Shawn Lyon
Name: | Rick Hessling |  | Name: | Shawn Lyon
Title: | Chief Commercial Officer |  | Title: | President

Exhibit A
ADJUSTMENT OF FLEETING AND TANKERMAN CHARGES
Pursuant to Section 4.3, and unless otherwise noted, the charges for Fleeting Services stated in Exhibit B, as well as
the Tankerman Services rates listed on Exhibit G, will be adjusted on the dates listed on the following schedule
pursuant to the corresponding calculation for that date:

Date | Calculation
1/1/2027 | The rate currently in force will be adjusted upward two (2) percentage points
1/1/2028 | The rate currently in force will be adjusted upward two (2) percentage points
1/1/2029 | The rate currently in force will be adjusted to reflect then-current market rates.
1/1/2030 | The rate currently in force will be adjusted upward two (2) percentage points
l/1/2031 | The rate currently in force will be adjusted upward two (2) percentage points
1/1/2032 | The rate currently in force will be adjusted to reflect then-current market rates.
1/1/2033 | The rate currently in force will be adjusted upward two (2) percentage points
1/1/2034 | The rate currently in force will be adjusted upward two (2) percentage points

Exhibit B
TRANSPORTATION SERVICES AND RATES

Equipment Category | Day Rate
Cl Barge Clean Small | $1,213
C2 Barge Clean 10K | $1,006
C3 Barge Clean 30K | $2,110
H3 Barge Heater 30K | $2,408
B1 Boat 1000-1999 HP | $6,094
B2 Boat 2000-2999 HP | $6,880
B3 Boat 3000-3999 HP | $8,637
B4 Boat 4000-4999 HP | $10,402
B5 Boat 6000-6999 HP | $13,225

Transportation Service Monthly Rate

Fleeting Services Mooring services for barges | Subject to Section 4.3: 2026: 223 spaces* at a rate of $170.85 per day per space
Tankerman Services U.S. Coast Guard licensed tankerman services for assurance of safe transfer of refined, chemical and liquefied gas cargoes. | Billed in aggregate monthly at hourly rates for each barge transfer, plus overtime rates for time in excess of eight hours, as listed on Exhibit G, plus mileage for travel by a tankerman in a personally owned vehicle at the Internal Revenue Service published standard mileage rate when traveling between work sites, or when called from home to report for tankerman duties.
Cleaning and Repair Facility Charges Cleaning of Cargo tanks, voids, boat bilges and fuel/slop tanks. This includes labor, materials, and services. Other routine repair and maintenance services at MPC facilities, including, but not limited to: labor and materials for welding, electrical, mechanical, and hose and pipe testing. | Billed in aggregate monthly at the rates shown in Exhibit H - HSM Marine Repair Facility Schedule of Rates for the number of hours required for each service. Labor is billed hourly; materials and supplies shall be billed at cost plus thirty percent; third-party equipment rentals/ contractor billed at cost plus fifteen percent.

*It i s agreed between HSM and MPC that the number of fleeting spaces may adjust throughout the Term which,
subject to Section 4.3, may require a rate adjustment.
Exhibit C
EQUIPMENT*

Equipment Category | Quantity
Cl Barge Clean Small | 24
C2 Barge Clean 10K | 15
C3 Barge Clean 30K | 231
H3 Barge Heater 30K | 48
B1 Boat 1000-1999 HP | 2
B2 Boat 2000-2999 HP | 7
B3 Boat 3000-3999 HP | 8
B4 Boat 4000-4999 HP | 11
B5 Boat 6000-6999 HP | 1

*Note: This list may be updated by Memorandum to File pursuant to Section 3.1(a). In the event Equipment
is added for which there is not an existing Day Rate, such Memorandum shall also document the applicable
Day Rate.
Exhibit D
AUTHORIZED REPRESENTATIVES
As to:
Marathon Petroleum Company LP
President and Chief Executive Officer
Any Vice President (including Senior Vice President and Executive Vice President) Treasurer
Any Assistant Treasurer
Hardin Street Marine LLC
President
Any Vice President/Treasurer
Exhibit E
TOWBOAT MECHANICAL AVAILABILITY CALCULATION and
TOWBOAT CREDIT CALCULATION
1.Towboat Mechanical Availability Metric: A towboat is deemed 100% mechanically
available if it can perform work at any given time. The towboat is not required to be active,
but it must be available to do work.
2.Calculation of Towboat Group Mechanical Availability:
(a)Mechanical Availability is the percentage of time Equipment in the Towboat Group not
under Force Majeure is capable of performing work during a Mechanical Availability
Calculation Period. A towboat is deemed not capable of performing work during periods
of scheduled downtime and unscheduled downtime. In accordance with the latest version
of HSM's Boat Mechanical Availability Metric Definition Document, HSM will gather
data for this calculation from various sources, including but not limited to: (i) the HSM
operation status updates (ii) HSM daily marine traffic reports (iii) HSM Maintenance
Supervisor statements, and (iv) towboat activity logs.
(b)Mathematically the formula is expressed as follows:
Where:
i=each individual towboat identified as Equipment in the Towboat Group at any time
during the Mechanical Availability Calculation Period
n=the number of towboats identified as Equipment in the Towboat Group at any time
during the Mechanical Availability Calculation Period
h=number of hours each individual towboat (i) is in the Towboat Group during the
Mechanical Availability Calculation Period
f=number of hours each individual towboat (i) in the Towboat Group during the
Mechanical Availability Calculation Period is under Force Majeure
s= number of hours each individual towboat (i) in the Towboat Group during the
Mechanical Availability Calculation Period has encountered scheduled downtime
u= number of hours each individual towboat (i) in the Towboat Group during the
Mechanical Availability Calculation Period has encountered unscheduled downtime
Scheduled downtime means towboat unavailability to perform work due to scheduled
mechanical activities such as regulatory inspections, planned maintenance/repairs, dry docking,
overhaul or other planned work. Scheduled downtime begins when a towboat is dry docked or
physically unable to perform transportation services at the start of the planned maintenance/
repair work (including cleaning or preparation work), as appropriate, and ends when a towboat
is capable of moving a Cargo.
Unscheduled downtime means towboat unavailability to perform work due to unscheduled
mechanical activities such as equipment malfunctions, process failures, and downtime associated
with accidents. Unscheduled downtime does not include Force Majeure Events or circumstances such
as weather-related events/delays, lock delays, traffic delays, loading/unloading delays, demurrage
time, unplanned drills/inspections, fueling, routine maintenance, etc. Unscheduled downtime begins
when a towboat is not capable of moving a Cargo or performing work and ends when such towboat is
capable of moving a Cargo or performing work.
3.Calculation of Credit for Towboat Group
(a)If Mechanical Availability for the Mechanical Availability Calculation Period ≥95% then
MPC is not due a Credit for Mechanical Availability
(b)If Mechanical Availability for the Mechanical Availability Calculation Period < 95% then
MPC is due a Credit for Mechanical Availability calculated as follows:
Where:
MA=Mechanical Availability for the Mechanical Availability Calculation Period i=each
individual towboat identified as Equipment in the Towboat Group at any time during the
Mechanical Availability Calculation Period
n=the number of towboats identified as Equipment in the Towboat Group at any time during
the Mechanical Availability Calculation Period
r=the day rate for each individual towboat (i) in the Towboat Group during the Mechanical
Availability Calculation Period
d= number of days* each individual towboat (i) is in the Towboat Group during the Mechanical
Availability Calculation Period
f=number of days* each individual towboat (i) in the Towboat Group during the Mechanical
Availability Calculation Period is under Force Majeure
* A day can be partial, e.g., 15 hours = .625 days
4.For illustration purposes, the following is a sample calculation based on the listed assumptions
using full days (24 hours):
I.Assumptions:
1)Mechanical Availability Calculation Period January 1-December 31
2)Towboat #1
a.On Exhibit C as Equipment January 1- December 31 (365 days)
b.January 1-June 30 capable to do work (181 Days)
c.July 1-July 15 scheduled downtime (15 days)
d.July 16-October 15 capable to do work (92 Days)
e.October 16-October 25 unscheduled downtime (10 days)
f.October 25-November 30 capable to do work (36 days)
g.December 1-December 31 Force Majeure (31 days)
h.Day Rate= $6000
3)Towboat #2
a.On Exhibit C as Equipment January I-March 31 (90 days)
b.January I-January 7 unscheduled maintenance (7 days)
c.January 8-March 31 capable to do work (83 days)
d.Day Rate=$7000
4)Towboat #3
a.On Exhibit C as Equipment July I-December 31 (184 days)
b.July I-September 15 capable to do work (77 days)
c.September 16-September 21 unscheduled downtime (6 days)
d.September 22-December 31 capable to do work (101 days)
e.Day Rate=$7000
5)Towboat #4
a.On Exhibit C as Equipment May I-December 31 (245 days)
b.May 1-May 31 capable to do work (31 days)
c.June 1-June 10 scheduled downtime (10 days)
d.June 11-December 26 capable to do work (199 days)
e.December 27-December 31 Force Majeure (5 days)
f.Day Rate=$7000
II.Example calculation of Mechanical Availability for Towboat Group

Towboat Group Mechanical= | (365+90+184+245) - (31+0+0+5) - (15+0+0+10) - (10+7+6+0) | = 94.34%
Availability | (365+90+184+245) -(31+0+0+5) |

III.Example calculation of the Credit for Towboat Group
1)If the Towboat Group Mechanical Availability was equal to or greater than 95% no
Credit would be due for the example Mechanical Availability Calculation Period
2)Since the Towboat Group Mechanical Availability is less than 95% in this example, a
Credit is due and needs to be calculated.
3)Calculation of Credit for Towboat Group is as follows:
[95%-94.34%]* [($6000* (365-31)) + ($7000* (90-0))- ($7000* (184-0))+ ($7000* (245-5))] =$36,973.20
Exhibit F
BARGE MECHANICAL AVAILABILITY CALCULATION and
BARGE CREDIT CALCULATION
1.Barge Mechanical Availability Metric: A barge is deemed 100% mechanically available if it can
perform work at any given time. The barge is not required to be active, but it must be available to
do work.
2.Calculation of Barge Group Mechanical Availability:
(a)Mechanical Availability is the percentage of time Equipment in the Barge Group not under
Force Majeure is capable of performing work during a Mechanical Availability Calculation
Period. A barge is deemed not capable of performing work during periods of scheduled
downtime and unscheduled downtime. In accordance with the latest version of HSM's Barge
Mechanical Availability Metric Definition Document, HSM will gather data for this
calculation from various sources, including but not limited to: (i) the HSM barge inspector
reports (ii) HSM maintenance planning meetings, and (iii) operations and maintenance
management systems.
(b)Mathematically the formula is expressed as follows:
Where:
i=each individual barge identified as Equipment in the Barge Group at any time during the
Mechanical Availability Calculation Period
n=the number of barges identified as Equipment in the Barge Group at any time during the
Mechanical Availability Calculation Period
h=number of hours each individual barge (i) is in the Barge Group during the Mechanical
Availability Calculation Period
f=number of hours each individual barge (i) in the Barge Group during the Mechanical Availability
Calculation Period is under Force Majeure
s= number of hours each individual barge (i) in the Barge Group during the Mechanical
Availability Calculation Period has encountered scheduled downtime
u= number of hours each individual barge (i) in the Barge Group during the Mechanical
Availability Calculation Period has encountered unscheduled downtime
Scheduled downtime means the cumulative number of days that the barges are unavailable to
perform work due to scheduled mechanical activities such as regulatory inspections, planned
maintenance/repairs, dry docking, overhaul or other planned work. Scheduled downtime begins
when a barge is docked or at the start of the planned maintenance/repair work (including cleaning or
preparation work), as appropriate, and ends when a barge is capable of moving a Cargo.
Unscheduled downtime means barge unavailability to perform work due to unscheduled mechanical
activities such as equipment malfunctions, process failures, and downtime associated with accidents.
Unscheduled downtime does not include Force Majeure Events or circumstances such as weather
related events/delays, lock delays, traffic delays, loading/unloading delays, demurrage time,
unplanned drills/inspections, fueling, routine maintenance, etc. Unscheduled Downtime begins when
a barge is docked prior to the beginning maintenance and repair, including cleaning and prep work
and ends when such barge is capable of moving a Cargo or performing work.
3.Calculation of Credit for Barge Group
(a)If Mechanical Availability for the Mechanical Availability Calculation Period ≥ 95% then
MPC is not due a Credit for Mechanical Availability
(b)If Mechanical Availability for the Mechanical Availability Calculation Period< 95% then
MPC is due a Credit for Mechanical Availability calculated as follows:
Where:
MA=Mechanical Availability for the Mechanical Availability Calculation Period i=each
individual barge identified as Equipment in the Barge Group at any time during the
Mechanical Availability Calculation Period
n=the number of barges identified as Equipment in the Barge Group at any time during the
Mechanical Availability Calculation Period
r=the day rate for each individual barge (i) in the Barge Group during the Mechanical
Availability Calculation Period
d= number of days* each individual barge (i) is in the Barge Group during the Mechanical
Availability Calculation Period
f=number of days* each individual barge (i) in the Barge Group during the Mechanical
Availability Calculation Period is under Force Majeure
* A day can be partial, e.g., 15 hours = .625 days
4.For illustration purposes, the following is a sample calculation based on the listed assumptions
using full days (24 hours):
I.Assumptions:
I) Mechanical Availability Calculation Period January 1-December 31
2)Barge #1
a.On Exhibit C as Equipment January 1- December 31 (365 days)
b.January 1- December 15 capable to do work (349 days)
c.December 16-December 31 Force Majeure (16 days)
d.Day Rate= $1000
3)Barge #2
a.On Exhibit C as Equipment January 1-December 31(365 days)
b.January 1-April 30 capable to do work (120 days)
c.May 1-May 15 unscheduled downtime (15 days)
d.May 16-June 30 capable to do work (46 days)
e.July 1- July 2 scheduled downtime (2 days)
f.July 3 - December 31 capable to do work (182 days)
g.Day Rate=$2000
4)Barge #3
a.On Exhibit C as Equipment January 1- May 31(151days)
b.January 1- January 21 capable to do work (21 days)
c.January 22-February 20 unscheduled downtime (30 days)
d.February 21 -May 31 capable to do work (100 days)
e.Day Rate=$2000
5)Barge #4
a.On Exhibit C as Equipment April 1- November 30 (244 days)
b.April 1- May 31 capable to do work (61 days)
c.June 1 -June 10 scheduled downtime (10 days)
d.June 11-June 30 capable to do work (20 days)
e.July 1 - October 31 capable to do work (123 days)
f.November 1- November 10 unscheduled downtime (10 days)
g.November 11-November 30 capable to do work (20 days)
h.Day Rate=$1000
II.Example calculation of Mechanical Availability for Towboat Group
III.Example calculation of the Credit for Barge Group
1) If the Barge Group Mechanical Availability was equal to or greater than 95% no
Credit would be due for the example Mechanical Availability Calculation Period
2)Since the Barge Group Mechanical Availability is less than 95% in this
example, a Credit is due and needs to be calculated.
3)Calculation of Credit for Towboat Group
Exhibit G
TANKERMAN SERVICES RATES

Note: For 2027 and after, the rate published herein will be adjusted pursuant to Section 4.3 and Exhibit A. | Base Rate | OT Rate
Jan 1, 2026- Dec. 31, 2026 | Jan 1, 2026- Dec. 31, 2026
Zone 1 | Pittsburg Region (MM OH 1-49) Allegany River Monongahela River | $89.00 | $135.23
Zone 2 | Marietta Region (MM OH 49-286) Kanawha River | $91.34 | $135.13
Zone 3 | Kanawha, Catlettsburg, North Bend (MM OH 66-495) | $87.00 | $129.63
Zone 4 | North Bend- Owensboro (MM OH 495-758) | $84.58 | $116.43
Zone 5 | Owensboro- Cairo (MM OH 758-981) (5A) Cumberland River (5B) Tennessee River (5B) | $82.58 $82.58 | $112.93 $112.93
Zone 6 | Memphis Region (MM LM 729-732) | $90.50 | $139.20
Zone 7 | Wood River Region (MM LM 732- UM 198) Illinois River | $96.75 | $121.50
Zone 8 | Garyville Region (8A) Houston Region (8B) | $80.88 $81.48 | $117.76 $118.36

EXHIBIT H
HSM Marine Repair Facility Schedule of Rates
Effective April 1, 2025
Labor Rates‡
Cleaning/Utility Worker………………………………………$88.00/Hour (OT = $132.00/Hour)
Welding……………………………………………………….$83.00/ Hour (OT = $125.00/Hour)
Mechanical…………………………………………………..$104.00/ Hour (OT = $156.00/Hour)
Electricians……………………………………………………$94.00/ Hour (OT = $140.00/Hour)
Warehouse…………………………………………………….$83.00/ Hour (OT = $125.00/Hour)
General Labor ……………………………………………….$78.00/ Hour (OT = $117.00/Hour)
Supervisor.…………………………………………………...$156.00/ Hour (OT = $234.00/Hour)
‡Holiday = Double Time ‡Minimum Labor Charge = 1 hour ‡Minimum Call-out Charge = 4 hours
Service Rates
Cargo Pipe Test…………………………………………………………..…$675.00/Test plus Labor
Crawl Barge for ISE & Repair Work List………………………………….……$1,500.00/Flat Fee†
Sire Inspection…………………………………………………………….……….$850.00/Flat Fee†
Hose Test………………………………………………………….………..$300.00/Test plus Labor
USCG Inspection………………………………………………………….…………...$900.00/Test†
Bottoms Removal & Disposal……………………………………………..…………...$50.00/Drum
Miscellaneous Waste Disposal……………………………………………..…………..$50.00/Drum
Hose Disposal………………………………………………………………..………...$250.00/Hose
Garbage Disposal……………………………………………………………..…………...$5.00/Bag
Vapor Test…………………………………………………….....……….$1,175.00/Test plus Labor
Vapor Combustion………………………………………………..…………………$1,000.00/ Hour
Barge Inspection Fee………………………………………………..………………...$150.00/Barge
Boiler/Steaming……………………………………………………..…………………$275.00/Hour
Oil Sample Testing…………………………………………………..…………………..$35.00/Test
Product Disposal……………………………………………………..…………………$0.85/Gallon
Cold Wash……………………………………………………………..………………..$0.30/Gallon
Hot Wash………………………………………………………………..……………....$0.36/Gallon
Marine Chemist Certificate………………………………………………..…….$950.00/Certificate†
Fleeting……………………………………………………………………..……...………..$152/day
Boat Shifting (1 Hour Minimum)……………….…………………………..…………$350.00/Hour
Fork Truck……………………………………………………………………..………..$75.00/Hour
Work Boat (1 Hour Minimum)…………….…………………………………..……...$250.00/Hour
Crane………..…………………………………………………………………..……..$280.00/Hour
Utility Truck…………………………………………………………………….……….$75.00/Day
Welding Truck.................................................................................................................$100.00/Day
Portable Welder………………………………………………………………….……..$67.00/Hour
Shore Power……………………………………………………………………….………$130/Day
Shore Power Connect/Disconnect...……………………………………………….….$350.00/Each
Vehicle Mileage…………………………………………………………………….……$1.20/Mile
Dock Time……………………………………………………………………………..$275.00/Hour
Materials from Stock……………………………………………………………….…...Cost + 30%
Materials Ordered Direct to Job, FOB, Catlettsburg, KY…………………………........Cost + 30%
3 rd Party Equipment Rentals/Contractor Charges…………………………………….....Cost + 15%
†Additional Travel Time will be charged to an hourly rate and Travel Expenses will be charged at Cost if required