Marathon Petroleum Corp Sample Contracts

Reconciliation and Tie between Sections 3.10 through 3.18(a), Inclusive, of the Trust Indenture Act of 1939 and Sections of this Indenture:
Indenture • March 29th, 2011 • Marathon Petroleum Corp • Petroleum refining • New York

INDENTURE, dated as of February 1, 2011, between MARATHON PETROLEUM CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 539 South Main Street, Findlay, Ohio 45840-3229, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (herein called the “Trustee”).

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CREDIT AGREEMENT dated as of July 21, 2017,
Credit Agreement • July 27th, 2017 • Marathon Petroleum Corp • Petroleum refining • New York

CREDIT AGREEMENT dated as of July 21, 2017, among MPLX LP, a Delaware limited partnership, the LENDERS party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.

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Reconciliation and Tie between Sections 3.10 through 3.18(a), Inclusive, of the Trust Indenture Act of 1939 and Sections of this Indenture:
Indenture • July 1st, 2011 • Marathon Petroleum Corp • Petroleum refining • New York

INDENTURE, dated as of [ , ], between MARATHON PETROLEUM CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 539 South Main Street, Findlay, Ohio 45840-3229, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (herein called the “Trustee”).

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Reconciliation and Tie between Sections 3.10 through 3.18(a), Inclusive, of the Trust Indenture Act of 1939 and Sections of this Indenture:
Indenture • June 30th, 2014 • Marathon Petroleum Corp • Petroleum refining • New York

INDENTURE, dated as of [ , ], between MARATHON PETROLEUM CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 539 South Main Street, Findlay, Ohio 45840-3229, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (herein called the “Trustee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 29th, 2011 • Marathon Petroleum Corp • Petroleum refining • New York

This REGISTRATION RIGHTS AGREEMENT dated February 1, 2011 (this “Agreement”) is entered into by and among Marathon Petroleum Corporation, a Delaware corporation (the “Company”), Marathon Oil Corporation, a Delaware corporation (the “Guarantor”), and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and J.P. Morgan Securities LLC (“J.P. Morgan”) as representatives (the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).

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2,500,000,000 FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of July 21, 2017, among MARATHON PETROLEUM CORPORATION, The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent
Revolving Credit Agreement • July 27th, 2017 • Marathon Petroleum Corp • Petroleum refining • New York

FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of July 21, 2017, among MARATHON PETROLEUM CORPORATION, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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2,000,000,000 REVOLVING CREDIT AGREEMENT dated as of September 14, 2012, among MARATHON PETROLEUM CORPORATION, The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC.,...
Assignment and Assumption • September 20th, 2012 • Marathon Petroleum Corp • Petroleum refining • New York

REVOLVING CREDIT AGREEMENT dated as of September 14, 2012, among MARATHON PETROLEUM CORPORATION, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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REGISTRATION RIGHTS AGREEMENT by and among Marathon Petroleum Corporation, as Issuer, and Citigroup Global Markets Inc., and RBC Capital Markets, LLC, as Dealer Managers Dated as of October 2, 2018
Registration Rights Agreement • October 5th, 2018 • Marathon Petroleum Corp • Petroleum refining • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into this 2nd day of October, 2018, by and among Marathon Petroleum Corporation, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and RBC Capital Markets, LLC (collectively, the “Dealer Managers”).

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MPLX LP PHANTOM UNIT AWARD AGREEMENT SENIOR LEADERS (CEO, DESIGNATED POSITIONS & EXECUTIVE RESOURCES)
Phantom Unit Award Agreement • February 23rd, 2023 • Marathon Petroleum Corp • Petroleum refining

As evidenced by this Award Agreement and under the MPLX LP 2018 Incentive Compensation Plan, as amended (the “Plan”), MPLX GP LLC, a Delaware limited liability company (the “Company”), the general partner of MPLX LP, a Delaware limited partnership (the “Partnership”) has granted to {Participant Name} (the “Participant”), an Employee and/or Officer of the Company, Partnership or an Affiliate, on {Grant Date} (the “Grant Date”), {Number of Awards Granted} Phantom Units (the “Award”), with each Phantom Unit representing the right to receive a Unit of the Partnership, subject to the terms and conditions in the Plan and this Award Agreement. The number of Phantom Units awarded is subject to adjustment as provided in the Plan, and the Phantom Units hereby granted are also subject to the following terms and conditions:

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2,500,000,000 MARATHON PETROLEUM CORPORATION $1,250,000,000 4.500% SENIOR NOTES DUE 2023 $1,250,000,000 4.700% SENIOR NOTES DUE 2025 UNDERWRITING AGREEMENT
Marathon Petroleum Corp • April 27th, 2020 • Petroleum refining • New York
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REVOLVING CREDIT AGREEMENT dated as of July 7, 2022, among MARATHON PETROLEUM CORPORATION, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES, LLC,...
Revolving Credit Agreement • July 12th, 2022 • Marathon Petroleum Corp • Petroleum refining • New York

REVOLVING CREDIT AGREEMENT dated as of July 7, 2022, among MARATHON PETROLEUM CORPORATION, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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MARATHON PETROLEUM CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT SENIOR LEADERS (CEO, DESIGNATED POSITIONS & EXECUTIVE RESOURCES) (3-Year Pro Rata Vesting)
Restricted Stock Unit Award Agreement • February 28th, 2024 • Marathon Petroleum Corp • Petroleum refining

As evidenced by this Award Agreement and under the Marathon Petroleum Corporation 2021 Incentive Compensation Plan (the “Plan”), Marathon Petroleum Corporation (the “Company”) has granted to {Participant Name} (the “Participant”), an employee of the Company or a Subsidiary, on {Grant Date} (the “Grant Date”), {Number of Awards Granted} Restricted Stock Units (the “Restricted Stock Unit Award” or “Award”). The number of Restricted Stock Units awarded is subject to adjustment as provided in the Plan, and the Restricted Stock Units are subject to the following terms and conditions:

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MPLX LP 2012 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT MARATHON PETROLEUM CORPORATION OFFICER
2012 Incentive Compensation Plan • May 1st, 2017 • Marathon Petroleum Corp • Petroleum refining

As evidenced by this Award Agreement and under the MPLX LP 2012 Incentive Compensation Plan (the “Plan”), MPLX GP LLC, a Delaware limited liability company (the “Company”), the general partner of MPLX LP, a Delaware limited partnership (the “Partnership”) has granted to [NAME] (the “Participant”), an officer of Marathon Petroleum Corporation, the parent corporation of the Company (“MPC”) in connection with benefits conferred on the Company and the Partnership for their service as an officer of MPC, on [DATE] (the “Grant Date”), [NUMBER] performance units (“Performance Units”), conditioned upon the Company’s total unitholder return (or “TUR”) ranking relative to the Peer Group and the DCF Payout Percentage for the Performance Cycle as established by the Board, and as set forth herein. The Performance Units are subject to the following terms and conditions:

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MPLX LP 2012 INCENTIVE COMPENSATION PLAN PHANTOM UNIT AWARD AGREEMENT OFFICER – GRANT (3-year pro-rata vesting)
Phantom Unit Award Agreement • April 30th, 2018 • Marathon Petroleum Corp • Petroleum refining

As evidenced by this Award Agreement and under the MPLX LP 2012 Incentive Compensation Plan (the “Plan”), MPLX GP LLC, a Delaware limited liability company (the “Company”), the general partner of MPLX LP, a Delaware limited partnership (the “Partnership”) has granted to [NAME] (the “Participant”), an officer of the Company, on [DATE] (the “Grant Date”), [NUMBER] Phantom Units, with each Phantom Unit representing the right to receive a Unit of the Partnership, subject to the terms and conditions in the Plan and this Award Agreement. The number of Phantom Units awarded is subject to adjustment as provided in the Plan, and the Phantom Units hereby granted are also subject to the following terms and conditions:

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MARATHON PETROLEUM CORPORATION RESTRICTED STOCK AWARD AGREEMENT [GRANT DATE] Officer
Restricted Stock Award Agreement • May 9th, 2012 • Marathon Petroleum Corp • Petroleum refining

Pursuant to this Award Agreement and the Marathon Petroleum Corporation Second Amended and Restated 2011 Incentive Compensation Plan (the “Plan”), MARATHON PETROLEUM CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Participant”), an employee of the Corporation or a Subsidiary, on [DATE] (the “Grant Date”), [NUMBER] restricted shares of Common Stock (“Restricted Shares”). The number of Restricted Shares awarded is subject to adjustment as provided in Section 14 of the Plan, and the Restricted Shares are subject to the following terms and conditions:

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PARTNERSHIP INTERESTS RESTRUCTURING AGREEMENT
Partnership Interests Restructuring Agreement • December 19th, 2017 • Marathon Petroleum Corp • Petroleum refining • Delaware

THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MPLX LP dated as of [●], 2018, is entered into by and among MPLX GP LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

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MARATHON PETROLEUM CORPORATION NONQUALIFIED STOCK OPTION AWARD AGREEMENT [GRANT DATE] Officer
Nonqualified Stock Option Award Agreement • May 9th, 2012 • Marathon Petroleum Corp • Petroleum refining

Pursuant to this Award Agreement, MARATHON PETROLEUM CORPORATION (the “Corporation”) hereby grants to [NAME] (the “Optionee”), an employee of the Corporation or a Subsidiary, on [DATE] (the “Grant Date”), a right (the “Option”) to purchase from the Corporation [NUMBER] shares of Common Stock of the Corporation at a grant price of $[PRICE] per share (the “Grant Price”), pursuant to the Marathon Petroleum Corporation Second Amended and Restated 2011 Incentive Compensation Plan (the “Plan”), with such number of shares and such price per share being subject to adjustment as provided in Section 14 of the Plan, and further subject to the following terms and conditions:

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MPLX LP 2012 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT
Incentive Compensation Plan • April 30th, 2018 • Marathon Petroleum Corp • Petroleum refining

As evidenced by this Award Agreement and under the MPLX LP 2012 Incentive Compensation Plan (the “Plan”), MPLX GP LLC, a Delaware limited liability company (the “Company”), the general partner of MPLX LP, a Delaware limited partnership (the “Partnership”) has granted to [NAME] (the “Participant”), an officer of the company, on [DATE] (the “Grant Date”), [NUMBER] performance units (“Performance Units”), conditioned upon the Company’s total unitholder return (or “TUR”) ranking relative to the Peer Group and the DCF Payout Percentage for the Performance Cycle as established by the Board, and as set forth herein. The Performance Units are subject to the following terms and conditions:

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SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • July 25th, 2019 • Marathon Petroleum Corp • Petroleum refining • New York

This Receivables Purchase Agreement dated as of December 18, 2013, is made by and among MPC Trade Receivables Company LLC, a Delaware limited liability company (“Seller”), Marathon Petroleum Company LP, a Delaware limited partnership (“MPC LP”), as initial Servicer (together with Seller, the “Seller Parties” and each a “Seller Party”), the entities from time to time party hereto as Conduit Purchasers (together with their respective successors and permitted assigns hereunder, the “Conduit Purchasers”), the entities from time to time party hereto as Committed Purchasers (together with their respective successors and permitted assigns hereunder, the “Committed Purchasers”), the entities from time to time party hereto as L/C Issuers, the entities from time to time party hereto as Managing Agents (together with their respective successors and permitted assigns hereunder, the “Managing Agents”), and TheMUFG Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrative agent for the

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EMPLOYEE MATTERS AGREEMENT Dated as of May 25, 2011 by and between MARATHON OIL CORPORATION and MARATHON PETROLEUM CORPORATION
Employee Matters Agreement • May 26th, 2011 • Marathon Petroleum Corp • Petroleum refining • New York

This Employee Matters Agreement (this “Agreement”), dated as of May 25, 2011, is by and between Marathon Oil Corporation, a Delaware corporation (“Marathon Oil” or “MRO”), and Marathon Petroleum Corporation, a Delaware corporation (“Marathon Petroleum” or “MPC”).

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TAX SHARING AGREEMENT by and between Marathon Oil Corporation, Marathon Petroleum Corporation, and MPC Investment LLC Dated as of May 25, 2011
Tax Sharing Agreement • May 26th, 2011 • Marathon Petroleum Corp • Petroleum refining

This TAX SHARING AGREEMENT (this “Agreement”), dated as of May 25, 2011, is made by and between Marathon Oil Corporation, a Delaware corporation (“Parent”), Marathon Petroleum Corporation, a Delaware corporation and indirect, wholly owned Subsidiary of Parent (“SpinCo”), and MPC Investment LLC, a Delaware limited liability company and wholly owned Subsidiary of SpinCo.

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TERM LOAN AGREEMENT dated as of January 2, 2018,
Credit Agreement • January 4th, 2018 • Marathon Petroleum Corp • Petroleum refining • Delaware

TERM LOAN AGREEMENT dated as of January 2, 2018, among MPLX LP, a Delaware limited partnership, the LENDERS party hereto and MIZUHO BANK, LTD., as Administrative Agent.

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SEPARATION AND DISTRIBUTION AGREEMENT Dated as of May 25, 2011 Among MARATHON OIL CORPORATION, MARATHON OIL COMPANY and MARATHON PETROLEUM CORPORATION
Separation and Distribution Agreement • May 26th, 2011 • Marathon Petroleum Corp • Petroleum refining • New York

THIS SEPARATION AND DISTRIBUTION AGREEMENT is made as of May 25, 2011 among Marathon Oil Corporation, a Delaware corporation (“Marathon Oil”), Marathon Oil Company, an Ohio corporation and a direct, wholly owned subsidiary of Marathon Oil (“MOC”), and Marathon Petroleum Corporation, a Delaware corporation (“Marathon Petroleum”), and, as of the date hereof, a direct, wholly owned subsidiary of MOC.

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AGREEMENT AND PLAN OF MERGER Dated as of July 11, 2015 among MPLX LP, MPLX GP LLC, Marathon Petroleum Corporation, Sapphire Holdco LLC, and MarkWest Energy Partners, L.P.
Agreement and Plan of Merger • July 16th, 2015 • Marathon Petroleum Corp • Petroleum refining • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of July 11, 2015 (this “Agreement”), is by and among MarkWest Energy Partners, L.P., a Delaware limited partnership (the “ Partnership ”), MPLX LP, a Delaware limited partnership (“ Parent ”), MPLX GP LLC, a Delaware limited liability company and the general partner of Parent (“ Parent GP ”), solely for purposes of Section 5.15 , Marathon Petroleum Corporation, a Delaware corporation and the ultimate parent of Parent GP (“ MPC ”), and Sapphire Holdco LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“ Merger Sub ” and, with MPC, Parent and Parent GP, the “ Parent Entities ”). Certain terms used in this Agreement are defined in Section 8.11 .

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AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
Partnership Agreement • December 7th, 2015 • Marathon Petroleum Corp • Petroleum refining • Delaware

This Amendment No. 1 (this “Amendment”) to the FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MPLX LP, a Delaware limited partnership (the “Partnership”), dated effective as of October 31, 2012 (the “Partnership Agreement”), is entered into as of December 4, 2015 by MPLX GP LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership. Capitalized terms used but not defined herein have the meanings given such terms in the Partnership Agreement.

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AGREEMENT AND PLAN OF MERGER AMONG ANDEAVOR, MARATHON PETROLEUM CORPORATION, MAHI INC. AND MAHI LLC Dated as of April 29, 2018
Agreement and Plan of Merger • April 30th, 2018 • Marathon Petroleum Corp • Petroleum refining • Delaware

This AGREEMENT AND PLAN OF MERGER (as the same may be amended from time to time in accordance with its terms, this “Agreement”), dated as of April 29, 2018, is by and among Andeavor, a Delaware corporation (the “Company”), Marathon Petroleum Corporation, a Delaware corporation (“Parent”), Mahi Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 1”), and Mahi LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub 2,” and together with Merger Sub 1, the “Merger Subs”). The Company, Parent, Merger Sub 1 and Merger Sub 2 are each referred to herein as a “Party” and collectively, the “Parties” .

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MARATHON PETROLEUM CORPORATION PERFORMANCE UNIT AWARD AGREEMENT 2016- 2018 PERFORMANCE CYCLE
Performance Unit Award Agreement • April 30th, 2018 • Marathon Petroleum Corp • Petroleum refining

As evidenced by this Award Agreement and under the Marathon Petroleum Corporation 2012 Incentive Compensation Plan (the “Plan”), MARATHON PETROLEUM CORPORATION (the “Corporation”) has granted to [NAME] (the “Participant”), an employee of the Corporation or a Subsidiary, on [DATE] (the “Grant Date”), [NUMBER] performance units (“Performance Units”), conditioned upon the Corporation’s TSR ranking relative to the Peer Group for the Performance Cycle as established by the Compensation Committee of the Board of Directors of the Corporation (the “Committee”), and as set forth herein. The Performance Units are subject to the following terms and conditions:

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MPLX LP PERFORMANCE UNIT AWARD AGREEMENT MARATHON PETROLEUM CORPORATION OFFICER
2012 Incentive Compensation Plan • May 9th, 2013 • Marathon Petroleum Corp • Petroleum refining

Pursuant to this Award Agreement and the MPLX LP 2012 Incentive Compensation Plan (the “Plan”), MPLX GP LLC, a Delaware limited liability company (the “Company”), the general partner of MPLX LP, a Delaware limited partnership (the “Partnership”) hereby grants to [NAME] (the “Participant”), an officer of Marathon Petroleum Corporation, the parent corporation of the Company (“MPC”) in connection with benefits conferred on the Company and the Partnership for their service as an officer of MPC, on [DATE] (the “Grant Date”), [NUMBER] performance units (“Performance Units”), conditioned upon the Company’s total unitholder return (or “TUR”) ranking relative the Peer Group for the Performance Cycle as established by the Board of Directors of the Company, and as set forth herein. The Performance Units are subject to the following terms and conditions:

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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
Contribution, Conveyance and Assumption Agreement • November 6th, 2012 • Marathon Petroleum Corp • Petroleum refining • Ohio

This Contribution, Conveyance and Assumption Agreement, dated as of October 31, 2012 (this “Agreement”), is by and among MPLX LP, a Delaware limited partnership (the “Partnership”), MPLX GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), MPLX Operations LLC, a Delaware limited liability company (the “Operating Company”), MPC Investment LLC, a Delaware limited liability company, MPLX Logistics Holdings LLC, a Delaware limited liability company, Marathon Pipe Line LLC, a Delaware limited liability company, MPL Investment LLC, a Delaware limited liability company, MPLX Pipe Line Holdings LP, a Delaware limited partnership, and Ohio River Pipe Line LLC, a Delaware limited liability company (each, a “Party” and collectively, the “Parties”).

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REVOLVING CREDIT AGREEMENT dated as of September 14, 2012, among MPLX OPERATIONS LLC, as Borrower MPLX LP, as Parent Guarantor The Issuing Banks Party Hereto The Lenders Party Hereto and CITIBANK, N.A., as Administrative Agent CITIGROUP GLOBAL MARKETS...
Assignment and Assumption • September 20th, 2012 • Marathon Petroleum Corp • Petroleum refining • New York

REVOLVING CREDIT AGREEMENT dated as of September 14, 2012, among MPLX OPERATIONS LLC, a Delaware limited liability company, as Borrower, MPLX LP, a Delaware limited partnership, as Parent Guarantor, the LENDERS party hereto and CITIBANK, N.A., as Administrative Agent.

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MARATHON PETROLEUM CORPORATION PERFORMANCE SHARE UNIT AWARD AGREEMENT BROAD- BASED EMPLOYEES (Grades 19 and below)
Performance Share Unit Award Agreement • February 26th, 2021 • Marathon Petroleum Corp • Petroleum refining

As evidenced by this Award Agreement and under the Amended and Restated Marathon Petroleum Corporation 2012 Incentive Compensation Plan (the “Plan”), Marathon Petroleum Corporation (the “Corporation”) has granted to [NAME] (the “Participant”), an employee of the Corporation or a Subsidiary, on [DATE] (the “Grant Date”), [NUMBER] performance share units (“Performance Share Units”), conditioned upon the Corporation’s TSR ranking relative to the Peer Group for the Performance Cycle as established by the Compensation and Organization Development Committee of the Board of Directors of the Corporation (which is the “Committee” as defined in the Plan), and as set forth herein. The Performance Share Units are subject to the following terms and conditions:

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FOURTH AMENDED AND RESTATED OMNIBUS AGREEMENT
Omnibus Agreement • February 28th, 2019 • Marathon Petroleum Corp • Petroleum refining

This First Amendment to the Fourth Amended and Restated Omnibus Agreement (this “Amendment”) is entered into as of 00:01 a.m. Eastern Standard Time on January 1, 2019, by and among Andeavor LLC, a Delaware limited company (“Andeavor”), on behalf of itself and the other Andeavor Entities (as defined herein), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company and formerly known as Tesoro Refining and Marketing Company (“TRMC”), Tesoro Companies, Inc., a Delaware corporation (“Tesoro Companies”), Tesoro Alaska Company LLC, a Delaware limited liability company and formerly known as Tesoro Alaska Company (“Tesoro Alaska”), Andeavor Logistics LP, a Delaware limited partnership (the “Partnership”), Tesoro Logistics GP, LLC, a Delaware limited liability company (the “General Partner” and together with Andeavor, the Andeavor Entities, TRMC, Tesoro Companies, Tesoro Alaska and the Partnership, the “Original Parties”), and Marathon Petroleum Company LP, a Delaware limit

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RETENTION AGREEMENT
Award Agreement • February 26th, 2016 • Marathon Petroleum Corp • Petroleum refining • Colorado

THIS RETENTION AGREEMENT (“Retention Agreement”), is made and entered into on November 13, 2015, by and between Marathon Petroleum Company LP (the “Company”), and Randy S. Nickerson (“Executive”) to be effective as of the closing of the Merger.

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AMENDMENT AGREEMENT
Credit Agreement • November 2nd, 2015 • Marathon Petroleum Corp • Petroleum refining • New York

CREDIT AGREEMENT dated as of November 20, 2014, among MPLX LP, a Delaware limited partnership, as Borrower, the LENDERS party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.

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OMNIBUS AGREEMENT
Omnibus Agreement • November 6th, 2012 • Marathon Petroleum Corp • Petroleum refining • Ohio

This Omnibus Agreement (“Agreement”) is entered into on, and effective as of, the Closing Date among Marathon Petroleum Corporation, a Delaware corporation (“MPC”), Marathon Petroleum Company LP, a Delaware limited partnership (“MPCLP”), MPL Investment LLC, a Delaware limited liability company, MPLX LP, a Delaware limited partnership (the “Partnership”), MPLX GP LLC, a Delaware limited liability company (the “General Partner”), MPLX Operations LLC, a Delaware limited liability company (the “Operating Company”), MPLX Terminal and Storage LLC, a Delaware limited liability company (“MTS”), MPLX Pipe Line Holdings LP, a Delaware limited partnership (“Holdings”), Marathon Pipe Line LLC, a Delaware limited liability company (“MPL”), and Ohio River Pipe Line LLC, a Delaware limited liability company (“ORPL”).

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