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 .
