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Use of Proceeds

We expect to receive net proceeds of approximately $352.6 million from the 
sale of 17,300,000 common units offered by this prospectus, based on an 
initial public offering price of $22.00 per common unit, after deducting 
underwriting discounts, structuring fees and estimated offering expenses. We 
intend to use these proceeds as follows:  

. approximately $191.6 million will be contributed to Pipe Line Holdings, 
  which Pipe Line Holdings will retain on behalf of us and MPC to fund our 
  respective pro rata portions of certain estimated expansion capital 
  expenditures;   

. $148.3 million will be distributed to MPC, in partial consideration of its 
  contribution of assets to us and to reimburse MPC for certain capital 
  expenditures it incurred with respect to these assets;

. $10.0 million will be retained for general partnership purposes, including 
  to fund our working capital needs; and 
 
. $2.7 million will be used to pay revolving credit facility origination 
  fees. 

In connection with this offering, we have entered into a $500.0 million 
revolving credit facility. 

The net proceeds from any exercise by the underwriters of their option to 
purchase additional common units will be used to redeem from MPC a number of 
common units equal to the number of common units issued upon exercise of the 
option at a price per common unit equal to the net proceeds per common unit 
in this offering before expenses but after deducting underwriting discounts 
and the structuring fee. Accordingly, any exercise of the underwriters’ 
option will not affect the total number of units outstanding or the amount of 
cash needed to pay the minimum quarterly distribution on all units.

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