MEMBERSHIP INTERESTS CONTRIBUTIONS AGREEMENT among MPLX LOGISTICS HOLDINGS LLC, MPLX HOLDINGS INC., MPLX GP LLC, MPLX LP, and, MPC INVESTMENT LLC. Dated March 1, 2017Membership Interests Contributions Agreement • March 2nd, 2017 • MPLX Lp • Pipe lines (no natural gas) • Ohio
THIS MEMBERSHIP INTERESTS CONTRIBUTIONS AGREEMENT (the “Agreement”) is entered into on March 1, 2017, by and among MPLX Logistics Holdings LLC, a Delaware limited liability company (“Logistics”), MPLX Holdings, Inc., a Delaware corporation (“Holdings”), MPLX GP LLC, a Delaware limited liability company (“MPLX GP”), MPLX LP, a Delaware limited partnership (“MPLX”), and MPC Investment LLC, a Delaware limited liability company (“MPCI” and, collectively with Logistics, Holdings, MPLX GP and MPLX, the “Parties” and each individually a “Party”).
EXPLANATORY NOTEMembership Interests Contributions Agreement • May 1st, 2017 • MPLX Lp • Pipe lines (no natural gas)
On March 1, 2017, MPLX LP (the “Partnership”) entered into a Membership Interests Contributions Agreement (the “Contributions Agreement”) with MPLX GP LLC (the “General Partner”), MPLX Logistics Holdings LLC (“MPLX Logistics”), MPLX Holdings Inc. (“MPLX Holdings”) and MPC Investment LLC (“MPC Investment”), each a wholly owned subsidiary of Marathon Petroleum Corporation (“MPC”). Pursuant to the Contributions Agreement, MPC Investment agreed to contribute the outstanding membership interests in Hardin Street Transportation LLC (“HST”), Woodhaven Cavern LLC (“WHC”) and MPLX Terminals LLC (“MPLXT”) through a series of intercompany contributions to the Partnership for approximately $1.5 billion in cash and equity consideration valued at approximately $504 million (the “Transaction”). The number of common units representing the equity consideration was determined by dividing the contribution amount by the simple average of the ten day trailing volume weighted average New York Stock Exchange
