0001552000-15-000119 Sample Contracts

RETENTION AGREEMENT
Retention 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.

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AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
Limited Partnership 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.

LOAN AGREEMENT between MPLX LP As the Borrower and MPC INVESTMENT LLC As the Lender Dated as of December 4, 2015
Loan Agreement • December 10th, 2015 • MPLX Lp • Pipe lines (no natural gas) • Ohio

THIS LOAN AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Loan Agreement”) is entered into as of December 4, 2015 (the “Effective Date”), by and between MPLX LP, a Delaware limited partnership (the “Borrower”), and MPC Investment LLC, a Delaware limited liability company (the “Lender”). The Borrower and the Lender may be singularly referred to as a “Party” and collectively referred to as the “Parties.”

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