EXECUTION VERSION 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. - i - Page THE MERGER EFFECT ON UNITS REPRESENTATIONS AND...Merger Agreement • May 5th, 2020 • Delaware
Contract Type FiledMay 5th, 2020 JurisdictionThis 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.