CREDIT AGREEMENT dated as of July 21, 2017,Credit Agreement • July 27th, 2017 • MPLX Lp • Pipe lines (no natural gas) • 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.
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MPLX LP A Delaware Limited Partnership Dated as of October 31, 2012MPLX Lp • November 6th, 2012 • Pipe lines (no natural gas) • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MPLX LP dated as of October 31, 2012, is entered into by and between MPLX GP LLC, a Delaware limited liability company, as the General Partner, and MPLX Logistics Holdings LLC, a Delaware limited liability company, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MPLX LP A Delaware Limited Partnership Dated as of October 31, 2016MPLX Lp • October 31st, 2016 • Pipe lines (no natural gas) • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MPLX LP dated as of October 31, 2016, 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.
MPLX LP PHANTOM UNIT AWARD AGREEMENT SENIOR LEADERS (CEO, DESIGNATED POSITIONS & EXECUTIVE RESOURCES)Phantom Unit Award Agreement • February 23rd, 2023 • MPLX Lp • Pipe lines (no natural gas)
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:
REVOLVING CREDIT AGREEMENT dated as of July 7, 2022, among MPLX LP, the LENDERS from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., BARCLAYS BANK...Revolving Credit Agreement • July 12th, 2022 • MPLX Lp • Pipe lines (no natural gas) • New York
REVOLVING CREDIT AGREEMENT dated as of July 7, 2022, among MPLX LP, a Delaware limited partnership, the LENDERS from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.
FORM OF SENIOR INDENTURE MPLX LP, as Issuer, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of Debt SecuritiesIndenture • November 26th, 2014 • MPLX Lp • Pipe lines (no natural gas) • New York
THIS INDENTURE dated as of is between MPLX LP, a Delaware limited partnership (the “Partnership”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
MPLX LP 2012 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT2012 Incentive Compensation Plan • April 30th, 2018 • MPLX Lp • Pipe lines (no natural gas)
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:
MPLX LP as Issuer, and MPLX GP LLC as General Partner, $1,100,000,000 5.00% SENIOR NOTES DUE 2033 $500,000,000 5.65% SENIOR NOTES DUE 2053 UNDERWRITING AGREEMENT February 2, 2023MPLX Lp • February 9th, 2023 • Pipe lines (no natural gas) • New York
TRANSPORTATION SERVICES AGREEMENTTransportation Services Agreement • November 6th, 2012 • MPLX Lp • Pipe lines (no natural gas) • Ohio
THIS TRANSPORTATION SERVICES AGREEMENT (this “Agreement”) is dated as of October 31, 2012, by and between Marathon Pipe Line LLC, a Delaware limited liability company (“MPL”), and Marathon Petroleum Company LP, a Delaware limited partnership (“MPC”), both referred to jointly as the “Parties” and each individually as a “Party”.
STORAGE SERVICES AGREEMENTStorage Services Agreement • October 9th, 2012 • MPLX Lp • Pipe lines (no natural gas) • Ohio
THIS STORAGE SERVICES AGREEMENT (this “Agreement”) is dated as of September 24, 2012, by and between MARATHON PIPE LINE LLC (“MPL”), a Delaware limited liability company, with offices at 539 South Main Street, Findlay, Ohio 48540 and MARATHON PETROLEUM COMPANY LP (“MPC”), a Delaware limited partnership, with offices at 539 South Main Street, Findlay, Ohio 45840, both referred to jointly as the “Parties” and individually as a “Party”.
MPLX LP 2012 INCENTIVE COMPENSATION PLAN PHANTOM UNIT AWARD AGREEMENT OFFICER – GRANT (3-year pro-rata vesting)Phantom Unit Award Agreement • April 30th, 2018 • MPLX Lp • Pipe lines (no natural gas)
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:
PARTNERSHIP INTERESTS RESTRUCTURING AGREEMENTPartnership Interests Restructuring Agreement • December 19th, 2017 • MPLX Lp • Pipe lines (no natural gas) • 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.
VOTING AGREEMENTVoting Agreement • November 17th, 2015 • MPLX Lp • Pipe lines (no natural gas) • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of November 16, 2015, is entered into by and among MPLX LP, a Delaware limited partnership (“Parent”), MPLX GP LLC, a Delaware limited liability company and the general partner of Parent (“Parent GP”), and Sapphire Holdco LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub” and, with Parent and Parent GP, the “Parent Entities”), and each of the Persons set forth on Schedule A hereto (each, a “Unitholder”), as investment adviser, manager or general partner on behalf of various record and beneficial owners. All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
THIRD AMENDED AND RESTATED DISTRIBUTION AGREEMENTDistribution Agreement • March 13th, 2018 • MPLX Lp • Pipe lines (no natural gas) • New York
MPLX LP, a Delaware limited partnership (the “Partnership”), and MPLX GP LLC, a Delaware limited liability company and the sole general partner of the Partnership (the “General Partner”), and each of J.P. Morgan Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (each an “Agent” and collectively the “Agents”) confirm their agreement to amend and restate the Second Amended and Restated Distribution Agreement, dated August 4, 2016 (the “Second Amended and Restated Distribution Agreement”), between the Partnership, the General Partner and certain of the Agents, on the terms and conditions described below in this Third Amended and Restated Distribution Agreement (this “Agreement”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 18th, 2012 • MPLX Lp • Pipe lines (no natural gas) • Delaware
This Management Services Agreement (this “Agreement”) is entered into effective October 10, 2012 by and between MPL Louisiana Holdings LLC, a Delaware limited liability company (“MLH”), and Marathon Pipe Line LLC, a Delaware limited liability company (“MPL”) (each a “Party” and collectively the “Parties”).
MPLX LP 2012 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT MARATHON PETROLEUM CORPORATION OFFICERIncentive Compensation Plan • April 30th, 2018 • MPLX Lp • Pipe lines (no natural gas)
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:
SECOND AMENDED AND RESTATED EMPLOYEE SERVICES AGREEMENTEmployee Services Agreement • March 2nd, 2017 • MPLX Lp • Pipe lines (no natural gas) • Delaware
THIS SECOND AMENDED AND RESTATED EMPLOYEE SERVICES AGREEMENT (as amended, restated and otherwise modified, the "Agreement") is made by Marathon Petroleum Logistics Services LLC, a Delaware limited liability company ("MPLS"), MPLX GP LLC, a Delaware limited liability company ("GP"), and Marathon Pipe Line LLC, a Delaware limited liability company ("MPL").
Amended and Restated Agreement of Limited Partnership of MPLX Pipe Line Holdings LPMPLX Lp • November 6th, 2012 • Pipe lines (no natural gas) • Delaware
This Amended and Restated Agreement of Limited Partnership (this “Agreement”) of MPLX Pipe Line Holdings LP (the “Partnership”), effective as of October 31, 2012 (the “Effective Date”), is entered into by and between MPLX Operations LLC, a Delaware limited liability company (the “General Partner”), and MPL Investment LLC, a Delaware limited liability company (the “Limited Partner”).
TRANSPORTATION SERVICES AGREEMENTTransportation Services Agreement • November 6th, 2012 • MPLX Lp • Pipe lines (no natural gas) • Ohio
THIS TRANSPORTATION SERVICES AGREEMENT (this “Agreement”) is dated as of October 31, 2012, by and between Marathon Pipe Line LLC, a Delaware limited liability company (“MPL”), and Marathon Petroleum Company LP, a Delaware limited partnership (“MPC”), both referred to jointly as the “Parties” and each individually as a “Party”.
RETENTION AGREEMENTRetention Agreement • February 26th, 2016 • MPLX Lp • Pipe lines (no natural gas) • Colorado
THIS RETENTION AGREEMENT ("Retention Agreement"), is made and entered into on September 14, 2015, by and between Marathon Petroleum Company LP (the "Company"), and Greg S. Floerke ("Executive") to be effective as of the closing of the Merger.
ANDEAVOR LOGISTICS LP AND TESORO LOGISTICS FINANCE CORP. AND as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of September 6, 2019 to Indenture Dated as of May 12, 2016Fourth Supplemental Indenture • September 9th, 2019 • MPLX Lp • Pipe lines (no natural gas) • New York
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 6, 2019, is by and among Andeavor Logistics LP (f/k/a Tesoro Logistics LP), a Delaware limited partnership (“ANDX”), Tesoro Logistics Finance Corp., a Delaware corporation (together with ANDX, the “Issuers”), and U.S. Bank National Association, as trustee (the “Trustee”).
TWENTY-SEVENTH SUPPLEMENTAL INDENTURESupplemental Indenture • February 9th, 2023 • MPLX Lp • Pipe lines (no natural gas) • New York
THIS TWENTY-SEVENTH SUPPLEMENTAL INDENTURE, dated as of February 9, 2023 (this “Supplemental Indenture”), is between MPLX LP, a limited partnership duly formed and existing under the laws of the State of Delaware (the “Partnership”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
TERM LOAN AGREEMENT dated as of January 2, 2018,Credit Agreement • January 4th, 2018 • MPLX Lp • Pipe lines (no natural gas) • 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.
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 • August 3rd, 2015 • MPLX Lp • Pipe lines (no natural gas) • 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 .
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OFPartnership Agreement • December 10th, 2015 • MPLX Lp • Pipe lines (no natural gas) • 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.
MPLX LP PERFORMANCE UNIT AWARD AGREEMENT2012 Incentive Compensation Plan • May 9th, 2013 • MPLX Lp • Pipe lines (no natural gas)
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 the Company, on [DATE] (the “Grant Date”), [NUMBER] performance units (“Performance Units”), conditioned upon the Company’s 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:
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • November 6th, 2012 • MPLX Lp • Pipe lines (no natural gas) • 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”).
TWENTY-SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • September 27th, 2019 • MPLX Lp • Pipe lines (no natural gas) • New York
THIS TWENTY-SECOND SUPPLEMENTAL INDENTURE, dated as of September 23, 2019 (this “Supplemental Indenture”), is between MPLX LP, a limited partnership duly formed and existing under the laws of the State of Delaware (the “Partnership”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
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 • October 9th, 2012 • MPLX Lp • Pipe lines (no natural gas) • 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.
EMPLOYEE SERVICES AGREEMENTEmployee Services Agreement • October 9th, 2012 • MPLX Lp • Pipe lines (no natural gas) • Delaware
THIS EMPLOYEE SERVICES AGREEMENT (“Agreement”) is made as of September 30, 2012 by Catlettsburg Refining LLC, a Delaware limited liability company (“CRL”), MPLX GP LLC, a Delaware limited liability company (“GP”) and MPLX Terminal and Storage LLC, a Delaware limited liability company (“MTS”).
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MPLX LPPartnership Agreement • February 24th, 2017 • MPLX Lp • Pipe lines (no natural gas) • Delaware
This First Amendment (this “Amendment”) to the THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MPLX LP, a Delaware limited partnership (the “Partnership”), dated effective as of October 31, 2016 (the “Partnership Agreement”), is entered into as of February 23, 2017 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.
MPLX LP 2018 INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT AWARD AGREEMENT MPLX OFFICER (amended effective January 25, 2022)2018 Incentive Compensation Plan • May 3rd, 2022 • MPLX Lp • Pipe lines (no natural gas)
As evidenced by this Award Agreement and under the MPLX LP 2018 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 MICHAEL J. HENNIGAN (the “Participant”), an officer of the Company, on 03/01/2020 (the “Grant Date”), 460,000 performance units (“Performance Units”), conditioned upon the Company’s total unitholder return (or “TUR”) ranking relative to the Peer Group and the DCF Payout Percentages 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 (a) which were provided in the original Award effective March 1, 2020, and (b) the additional terms and conditions in the amendment to this Award as approved by the Committee effective January 25, 2022 (the additional terms and conditions are shown in double-underlined text and shall be deemed
RETENTION AGREEMENTAward Agreement • December 10th, 2015 • MPLX Lp • Pipe lines (no natural gas) • Colorado
THIS RETENTION AGREEMENT ("Retention Agreement"), is made and entered into on November 12, 2015, by and between Marathon Petroleum Company LP (the "Company"), and John C. Mollenkopf ("Executive") to be effective as of the closing of the Merger.
SECOND AMENDMENT TO TERMINAL SERVICES AGREEMENTTerminal Services Agreement • August 4th, 2021 • MPLX Lp • Pipe lines (no natural gas)
This Second Amendment to Terminal Services Agreement (this "Amendment") is dated as of May 30, 2021 (the “Amendment Date”), by and between, with respect to each respective Terminal set forth on Schedule I, the party identified as "Customer" with respect to such respective Terminal as set forth on Schedule I (such party, as applicable to the respective Terminal, a "Customer"), and the party identified as "Terminal Owner" with respect to such respective Terminal as set forth on Schedule I (such party, as applicable to the respective Terminal, a "Terminal Owner").
MPLX LP 17,300,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 2012 • MPLX Lp • Pipe lines (no natural gas) • New York
