EX-10.1



 Exhibit 10.1 

EXECUTION COPY 
  

 
  

TERM LOAN AGREEMENT 
 dated
as of 
 August 26, 2014, 

among 
 MARATHON PETROLEUM
CORPORATION, 
 The LENDERS Party Hereto 

and 
 THE ROYAL BANK OF
SCOTLAND PLC, 
 as Administrative Agent 
  

 
 RBS
SECURITIES INC., 
 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., 

BARCLAYS BANK PLC, 

CITIGROUP GLOBAL MARKETS INC.,  

and 
 MORGAN STANLEY SENIOR
FUNDING, INC., 
 Joint Lead Arrangers and Joint Bookrunners 

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., 

Syndication Agent 
 BARCLAYS
BANK PLC, 
 CITIGROUP GLOBAL MARKETS INC., and 

MORGAN STANLEY SENIOR FUNDING, INC., 

Documentation Agents 
  

 
  







 TABLE OF CONTENTS 

 

							
	 	    	 	  	Page	 
		
	 Article I Definitions
	  	 	1	  
			
	 Section 1.01
	    	 Defined Terms
	  	 	1	  
	 Section 1.02
	    	 Classification of Loans and Borrowings
	  	 	18	  
	 Section 1.03
	    	 Terms Generally
	  	 	18	  
	 Section 1.04
	    	 Accounting Terms; GAAP
	  	 	18	  
		
	 Article II Commitments and Loans
	  	 	18	  
			
	 Section 2.01
	    	 Loans
	  	 	18	  
	 Section 2.02
	    	 Loans and Borrowings
	  	 	19	  
	 Section 2.03
	    	 Requests for Borrowings
	  	 	19	  
	 Section 2.04
	    	 Intentionally Omitted
	  	 	20	  
	 Section 2.05
	    	 Intentionally Omitted
	  	 	20	  
	 Section 2.06
	    	 Funding of Borrowings
	  	 	20	  
	 Section 2.07
	    	 Interest Elections
	  	 	20	  
	 Section 2.08
	    	 Termination and Reduction of Commitments
	  	 	21	  
	 Section 2.09
	    	 Repayment of Loans; Evidence of Debt
	  	 	22	  
	 Section 2.10
	    	 Prepayment of Loans
	  	 	22	  
	 Section 2.11
	    	 Fees
	  	 	23	  
	 Section 2.12
	    	 Interest
	  	 	23	  
	 Section 2.13
	    	 Alternate Rate of Interest
	  	 	24	  
	 Section 2.14
	    	 Increased Costs
	  	 	24	  
	 Section 2.15
	    	 Break Funding Payments
	  	 	25	  
	 Section 2.16
	    	 Taxes
	  	 	26	  
	 Section 2.17
	    	 Payments Generally; Pro Rata Treatment; Sharing of Set-offs
	  	 	29	  
	 Section 2.18
	    	 Mitigation Obligations; Replacement of Lenders
	  	 	30	  
	 Section 2.19
	    	 Defaulting Lenders
	  	 	31	  
		
	 Article III Representations and Warranties
	  	 	31	  
			
	 Section 3.01
	    	 Organization; Powers
	  	 	32	  
	 Section 3.02
	    	 Authorization; Enforceability
	  	 	32	  
	 Section 3.03
	    	 Governmental Approvals; No Conflicts
	  	 	32	  
	 Section 3.04
	    	 Financial Condition; No Material Adverse Change
	  	 	32	  
	 Section 3.05
	    	 Litigation and Environmental Matters
	  	 	32	  
	 Section 3.06
	    	 Compliance with Laws; No Default
	  	 	33	  
	 Section 3.07
	    	 Margin Regulations; Investment Company Status
	  	 	33	  
	 Section 3.08
	    	 Taxes
	  	 	33	  
	 Section 3.09
	    	 ERISA
	  	 	33	  
	 Section 3.10
	    	 Disclosure
	  	 	33	  
	 Section 3.11
	    	 Subsidiaries
	  	 	34	  
	 Section 3.12
	    	 Anti-Corruption Laws and Sanctions
	  	 	34	  
		
	 Article IV Conditions
	  	 	34	  
			
	 Section 4.01
	    	 Conditions to Effectiveness of this Agreement (Execution Date)
	  	 	34	  


  
 i 









							
	 	    	 	  	Page	 
	 Section 4.02
	    	 Conditions to Loans (Closing Date)
	  	 	35	  
		
	 Article V Affirmative Covenants
	  	 	37	  
			
	 Section 5.01
	    	 Financial Statements; Ratings Change and Other Information
	  	 	37	  
	 Section 5.02
	    	 Notices of Defaults
	  	 	38	  
	 Section 5.03
	    	 Existence; Conduct of Business
	  	 	38	  
	 Section 5.04
	    	 Payment of Taxes and other Obligations
	  	 	38	  
	 Section 5.05
	    	 Maintenance of Properties; Insurance
	  	 	39	  
	 Section 5.06
	    	 Books and Records; Inspection Rights
	  	 	39	  
	 Section 5.07
	    	 Compliance with Laws
	  	 	39	  
	 Section 5.08
	    	 Use of Proceeds
	  	 	39	  
	 Section 5.09
	    	 Anti-Corruption Laws and Sanctions
	  	 	39	  
		
	 Article VI Negative Covenants
	  	 	40	  
			
	 Section 6.01
	    	 Indebtedness
	  	 	40	  
	 Section 6.02
	    	 Liens and Sale and Leaseback Transactions
	  	 	41	  
	 Section 6.03
	    	 Fundamental Changes
	  	 	42	  
	 Section 6.04
	    	 Transactions with Affiliates
	  	 	43	  
	 Section 6.05
	    	 Intentionally Omitted
	  	 	43	  
	 Section 6.06
	    	 Intentionally Omitted
	  	 	43	  
	 Section 6.07
	    	 Intentionally Omitted
	  	 	43	  
	 Section 6.08
	    	 Maximum Consolidated Net Debt to Total Capitalization Ratio
	  	 	43	  
		
	 Article VII Events of Default
	  	 	43	  
		
	 Article VIII The Administrative Agent
	  	 	45	  
		
	 Article IX Miscellaneous
	  	 	48	  
			
	 Section 9.01
	    	 Notices
	  	 	48	  
	 Section 9.02
	    	 Waivers; Amendments
	  	 	49	  
	 Section 9.03
	    	 Expenses; Indemnity; Damage Waiver
	  	 	50	  
	 Section 9.04
	    	 Successors and Assigns
	  	 	51	  
	 Section 9.05
	    	 Survival
	  	 	55	  
	 Section 9.06
	    	 Counterparts; Integration; Effectiveness
	  	 	55	  
	 Section 9.07
	    	 Severability
	  	 	55	  
	 Section 9.08
	    	 Right of Setoff
	  	 	56	  
	 Section 9.09
	    	 Subsidiary Guarantees
	  	 	56	  
	 Section 9.10
	    	 Governing Law; Jurisdiction; Consent to Service of Process
	  	 	56	  
	 Section 9.11
	    	 WAIVER OF JURY TRIAL
	  	 	57	  
	 Section 9.12
	    	 Headings
	  	 	57	  
	 Section 9.13
	    	 Confidentiality
	  	 	57	  
	 Section 9.14
	    	 Interest Rate Limitation
	  	 	58	  
	 Section 9.15
	    	 USA PATRIOT Act
	  	 	58	  
	 Section 9.16
	    	 No Advisory or Fiduciary Responsibility
	  	 	59	  


  
 ii 









			
	SCHEDULES:
	
	Schedule 1.01 – Description of MPLX Drop-Down Transactions
	Schedule 2.01 – Commitments
	Schedule 3.05 – Disclosed Matters
	Schedule 3.11 – Subsidiaries
	Schedule 6.01 – Existing Indebtedness
	Schedule 6.02 – Existing Liens
	
	EXHIBITS:
	
	Exhibit A – Form of Assignment and Assumption
	Exhibit B – Form of Borrowing Request
	Exhibit C – Form of Interest Election Request
	Exhibit D – Form of Note
	Exhibit E-1 – Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit E-2 – Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit E-3 – Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit E-4 – Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants That Are Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit F-1 – Intentionally Omitted
	Exhibit F-2 – Intentionally Omitted
	Exhibit G – Form of Subsidiary Guarantee
	Exhibit H – Form of Responsible Officer’s Certificate


  
 iii 








 TERM LOAN AGREEMENT dated as of August 26, 2014, among MARATHON PETROLEUM
CORPORATION, the Lenders party hereto and THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent. 
 The parties hereto
agree as follows: 
 Article I 

Definitions 
 Section 1.01
Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 
 “ABR”, when used
in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. 

“Acquisition” means the acquisition contemplated by the Acquisition Agreement. 

“Acquisition Agreement” means the Purchase Agreement, dated as of May 21, 2014, by and between Speedway and Hess, as it
may from time to time be amended, modified, restated or supplemented. 
 “Act” has the meaning assigned to such term in
Section 9.15. 
 “Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest
Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. 

“Administrative Agent” means The Royal Bank of Scotland plc, in its capacity as administrative agent for the Lenders
hereunder, and any successor in such capacity. 
 “Administrative Questionnaire” means an Administrative Questionnaire in a
form supplied by the Administrative Agent. 
 “Affiliate” means, with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 

“Aggregate Commitments” means, at any time, the sum of the Commitments of all Lenders at such time. The amount of the
Aggregate Commitments as of the Execution Date is $700,000,000. 
 “Agreement” means this Term Loan Agreement, as it may
from time to time be amended, modified, restated or supplemented. 
 “Alternate Base Rate” means, for any day, a rate per
annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus  1⁄2 of
1% per annum and (c) the LIBO Rate on such day (or if such day is not a Business Day, the immediately preceding Business Day) for a deposit in dollars with a maturity of one month plus 1% per annum. For purposes of this definition,
the LIBO Rate for any day shall be based on the rate of interest per annum (rounded upward to the nearest 1/100 of 1%) as calculated by ICE Benchmark Administration Limited (or 







 
any other person which takes over the administration of that rate) and obtained through a nationally recognized service such as the Dow Jones Market Service (Telerate) or Reuters as the London
interbank offered rate for deposits in dollars at approximately 11:00 a.m., London time, on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rate shall be effective from
and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rate, respectively. 

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its
Affiliates from time to time concerning or relating to bribery or corruption. 
 “Applicable Percentage” means, with
respect to any Lender at any time, (a) prior to the Closing Date, the percentage of the Aggregate Commitments (disregarding, to the extent applicable pursuant to Section 2.19, any Defaulting Lender’s Commitment)
represented by such Lender’s Commitment at such time, and (b) after the Closing Date, the percentage of the aggregate outstanding principal amount of all Loans at such time represented by the outstanding principal amount of such
Lender’s Loans at such time. If all of the Commitments have terminated or expired and no Loans are outstanding, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any permitted
assignments made hereunder and, to the extent applicable pursuant to Section 2.19, any Lender’s status as a Defaulting Lender at the time of determination. 

“Applicable Rate” means, for any day, with respect to any ABR Loan or Eurodollar Loan, the applicable rate per annum set
forth below under the caption “ABR Spread” or “Eurodollar Spread”, as the case may be, based upon the ratings by Moody’s and S&P, respectively, applicable on such date to the Index Debt: 

 

									
	 Index Debt Ratings (S&P / Moody’s):
	  	ABR
Spread	 	 	Eurodollar
Spread	 
	 Level I A-/A3
	  	 	0	% 	 	 	0.875	% 
	 Level II BBB+/Baa1
	  	 	0	% 	 	 	1.000	% 
	 Level III BBB/Baa2
	  	 	0.125	% 	 	 	1.125	% 
	 Level IV BBB-/Baa3
	  	 	0.375	% 	 	 	1.375	% 
	 Level V BB+/Ba1
	  	 	0.750	% 	 	 	1.750	% 

 For purposes of the foregoing, (a) if either Moody’s or S&P shall not have in effect a rating
for the Index Debt (other than by reason of the circumstances referred to in the next succeeding paragraph of this definition), then such rating agency shall be deemed to have established a rating in Level V, (b) if the ratings established or
deemed to have been established by Moody’s and S&P for the Index Debt shall fall within different Levels, the Applicable Rate shall be based on the higher of the two ratings unless one of 

  
 2 








 
the two ratings is two or more Levels lower than the other, in which case the Applicable Rate shall be determined by reference to the Level one rating lower than the higher of the two
ratings, and (c) if the ratings established or deemed to have been established by Moody’s and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change
shall be effective as of the date on which it is first announced by the applicable rating agency, irrespective of when notice of such change shall have been furnished by the Borrower to the Administrative Agent and the Lenders pursuant to
Section 5.01 or otherwise. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such
change. 
 If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in
the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the
effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation. 

If both of Moody’s and S&P shall at any time fail to have in effect a rating for the Index Debt (other than by reason of the
circumstances referred to in the immediately preceding paragraph of this definition), the Borrower may seek and obtain a rating of the Facility from Moody’s and/or S&P, and on and after the date on which such rating of the Facility is
obtained until such time (if any) that a rating for the Index Debt becomes effective again, the Applicable Rate shall be based on such rating or ratings of the Facility in the same manner as provided herein with respect to the ratings for the Index
Debt. For any day when no rating for the Index Debt is in effect (other than by reason of the circumstances referred to in the immediately preceding paragraph of this definition) and no rating of the Facility has been obtained, the Applicable Rate
shall be the rates set forth opposite Level V on the pricing grid above. 
 “Approved Fund” has the meaning assigned to
such term in Section 9.04. 
 “Arrangers” means RBS Securities Inc., The Bank of Tokyo-Mitsubishi UFJ,
Ltd., Barclays Bank PLC, Citigroup Global Markets Inc. and Morgan Stanley Senior Funding, Inc. 
 “Assignment and
Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of
Exhibit A or any other form approved by the Administrative Agent in consultation with the Borrower. 

“Attributable Debt” means, as of any date of determination, the present value (discounted semiannually at an interest rate
implicit in the terms of the relevant lease) of the obligation of a lessee for rental payments pursuant to any Sale and Leaseback Transaction (reduced by the amount of the rental obligations of any sublessee of all or part of the same property)
during the remaining term of such Sale and Leaseback Transaction (including any period for which the lease relating thereto has been extended), such rental payments not to include amounts payable by the lessee for maintenance and repairs, insurance,
taxes, assessments and similar charges and for contingent rents (such as those based on sales). In the case of any Sale and Leaseback Transaction in which the lease is terminable by the lessee upon the payment of a penalty, such rental payments
shall be considered for purposes of this definition to be the lesser of (a) the rental payments to be paid under such Sale and Leaseback Transaction until the first date (after the date of such determination) upon which it may be so terminated
plus the then applicable penalty upon such termination and (b) the rental payments required to be paid during the remaining term of such Sale and Leaseback Transaction (assuming such termination provision is not exercised). 

  
 3 








 “Bankruptcy Event” means, with respect to any Person, that such Person becomes
the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business
appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a
Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority, so long as such ownership interest does not result in or provide such Person with
immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any
contracts or agreements made by such Person. 
 “Board” means the Board of Governors of the Federal Reserve System of the
United States of America. 
 “Borrower” means Marathon Petroleum Corporation, a Delaware corporation. 

“Borrowing” means Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans,
as to which a single Interest Period is in effect. 
 “Borrowing Request” means a request by the Borrower for a Borrowing
in accordance with Section 2.03, which, if in writing, shall be substantially in the form of Exhibit B. 

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed; provided that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the
London interbank market. 
 “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or
other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such
Person under GAAP (as GAAP was in effect on December 31, 2013), and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP (as GAAP was in effect on December 31, 2013). 

“Cash Equivalents” means: 

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of
America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof; 

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the
highest credit rating obtainable from S&P or from Moody’s; 
 (c) investments in certificates of deposit, banker’s acceptances
and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of
the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000; 

  
 4 








 (d) fully collateralized repurchase agreements with a term of not more than 30 days
for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; 

(e) deposits in money market funds which invest 95% or more of their funds in investments described in any of clauses
(a), (b) and (c) above; and 
 (f) in the case of any Subsidiary organized or
operating outside the United States, other short-term investments that are analogous to the foregoing, are of comparable credit quality and are customarily used by companies in the applicable foreign jurisdiction for cash management purposes. 

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any
Person or group (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the date hereof), of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests
of the Borrower entitled to vote in the election of directors (other than such Equity Interests having such power only by reason of the happening of a contingency which contingency has not yet happened); or (b) a majority of the members of the
board of directors of the Borrower ceases to be composed of individuals (i) who were members of such board on the Execution Date, (ii) whose election, nomination or appointment to such board was approved by individuals referred to in
clause (i) above constituting at the time of such election, nomination or appointment at least a majority of such board or (iii) whose election, nomination or appointment to such board was approved by individuals referred to
in clauses (i) and (ii) above constituting at the time of such election, nomination or appointment at least a majority of such board. 

“Change in Law” means the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on
which such Lender becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty by any Governmental Authority, (b) any change in any law, rule, regulation or treaty or in the
administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) of any Governmental
Authority; provided, however, that for purposes of this Agreement (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and
(ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,
in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, promulgated or issued. 

“Charges” has the meaning assigned to such term in Section 9.14. 

“Closing Date” means the date on which the conditions specified in Section 4.02 are satisfied (or waived
in accordance with Section 9.02). 
 “Code” means the Internal Revenue Code of 1986, as amended from
time to time. 
 “Commitment” means, as to each Lender, its obligation to make Loans to the Borrower pursuant
to Section 2.01, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which
such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. 

  
 5 








 “Communications” means, collectively, any notice, demand, communication,
information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein that is distributed to the Administrative Agent or any Lender by means of electronic
communications pursuant to Section 9.01, including through the Platform. 
 “Connection Income Taxes”
means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. 

“consolidated” used with reference to a subsidiary means that such subsidiary’s accounts are consolidated with those of
the Borrower in the Borrower’s consolidated financial statements prepared in accordance with GAAP. 
 “Consolidated Net
Debt” means, at any date, (a) without duplication, the aggregate amount of the Indebtedness of the Borrower and the Subsidiaries of the type specified in clause (a), (b), (c),
(d) or (g), clause (h) or (i) (so long as obligations specified in such clause are not contingent) or clause (f) (if the Guarantees specified in such clause are of
Indebtedness of the type referred to above) of the definition of “Indebtedness” as of such date determined on a consolidated basis, but excluding any Securitization Indebtedness, less (b) the aggregate amount of cash and Cash
Equivalents of the Borrower and the Subsidiaries (other than any Securitization Subsidiary) as of such date determined on a consolidated basis in accordance with GAAP, provided that, for purposes of this clause (b),
(i) any portion of such aggregate amount that appears (or would be required to appear) as “restricted” on a consolidated balance sheet of the Borrower and the Subsidiaries prepared in accordance with GAAP will be excluded and
(ii) so long as any Securitization Indebtedness shall be outstanding in respect of any Securitization Transaction, such aggregate amount shall be reduced (but not below zero) by an amount equal to the lesser of (A) the amount of the
Securitization Indebtedness outstanding at such date in respect of such Securitization Transaction and (B) the amount of the proceeds of such Securitization Transaction received by the Borrower or any Subsidiary (excluding any Securitization
Subsidiary) directly or indirectly (including through any Securitization Subsidiary) from third parties. For the avoidance of doubt, the amounts referred to above shall be determined, at any time, excluding all amounts attributable to any Person
that at such time is expressly deemed not to be a Subsidiary pursuant to the definition of such term (other than any Indebtedness of such Person of the type referred to above that shall have been Guaranteed by the Borrower or any Subsidiary). 

“Consolidated Net Tangible Assets” means, at any date, (a) total assets of the Borrower and the Subsidiaries determined
on a consolidated basis in accordance with GAAP (but, for the avoidance of doubt, excluding, at any time, all amounts attributable to the assets of, and all equity investments in, any Person that at such time is expressly deemed not to be a
Subsidiary pursuant to the definition of such term) minus (b) the sum of (i) current liabilities (excluding short-term Indebtedness and the current portion of long-term Indebtedness) of the Borrower and the Subsidiaries and
(ii) goodwill and other intangible assets of the Borrower and the Subsidiaries, in each case determined on a consolidated basis in accordance with GAAP, all as reflected in the consolidated financial statements of the Borrower most recently
delivered to the Administrative Agent and the Lenders pursuant to Section 5.01(a) or 5.01(b) (or, prior to the first delivery of such financial statements, the consolidated financial statements of the Borrower
referred to in Section 3.04(a)). For purposes of this definition, the amount of assets and liabilities of any Subsidiary that is not wholly owned by the Borrower shall be included or deducted, as the case may be, only to the
extent of the proportional equity interest directly or indirectly owned by the Borrower in such Subsidiary, provided that, in the case of any such liabilities, to the extent such liabilities are recourse to the Borrower or any other
Subsidiary, the full amount of such liabilities that are so recourse shall be deducted for purposes of this definition. 

  
 6 








 “Consolidated Stockholders’ Equity” means, at any date, the total
stockholders’ equity of the Borrower and the Subsidiaries, determined on a consolidated basis in accordance with GAAP (but, for the avoidance of doubt, excluding, at any time, all amounts attributable to (including all retained earnings of) any
Person that at such time is expressly deemed not to be a Subsidiary pursuant to the definition of such term). 
 “Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and
“Controlled” have meanings correlative thereto. 
 “Credit Contact” means, with respect to each Credit
Party, such Person designated in the Administrative Questionnaire or other notice provided to the Administrative Agent as the Credit Contact for such Credit Party. 

“Credit Party” means the Administrative Agent or any Lender. 

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both
would, unless cured or waived, become an Event of Default. 
 “Defaulting Lender” means any Lender that (a) has
failed, within three Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, unless such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith
determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, or (ii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless
(in the case of this clause (ii)) such Lender notifies the Administrative Agent in writing that such failure is the result of a good faith dispute with respect to the requirement to pay such amount, (b) has notified the Borrower
or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position
is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements
in which it commits to extend credit, (c) has failed, within three Business Days after request by the Borrower or a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will
comply with its obligations to fund prospective Loans, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Borrower’s or such Credit Party’s receipt of such
certification in form and substance satisfactory to the Borrower or such Credit Party, as applicable, and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event. 

“Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed on
Schedule 3.05. 
 “dollars” or “$” refers to lawful money of the United States of
America. 
 “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments,
injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of
any Hazardous Material or to health and safety matters. 

  
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 “Environmental Liability” means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), directly or indirectly resulting from or based upon (a) the violation of any Environmental Law, (b) any Environmental Law with
respect to the generation, use handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest (other than any debt security which by its terms
is convertible at the option of the holder into Equity Interests, to the extent such holder has not so converted such debt security). 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. 

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a
single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the
Code. 
 “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of
ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) a failure by any Plan to satisfy the “minimum funding standards” (as defined in
Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each instance, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA
of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan;
(e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the
Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of
Title IV of ERISA. 
 “Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or
the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate. 
 “Events of
Default” has the meaning assigned to such term in Article VII. 
 “Exchange Act” means the
United States Securities Exchange Act of 1934, as amended. 
 “Excluded Taxes” means any of the following Taxes imposed on
or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed
as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any


  
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political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the
account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment
request by the Borrower under Section 2.18) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.16, amounts with respect to such Taxes were payable
either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with
Section 2.16(f) and (d) any U.S. federal withholding Taxes imposed under FATCA. 
 “Execution
Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02). 

“Existing Securitization Facility” means the Amended and Restated Receivables Purchase Agreement dated as of October 1,
2011, by and among MPC Trade Receivables Company LLC, Marathon Petroleum Company LP, the Purchasers (as defined therein) from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and certain other agents from time to time
party thereto. 
 “Facility” means the term loan facility provided for herein. 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended
or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of
the Code. 
 “Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary,
to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or,
if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal
funds brokers of recognized standing selected by it. 
 “Financial Officer” means the chief financial officer, principal
accounting officer, treasurer, assistant treasurer or controller of the Borrower. 
 “GAAP” means generally accepted
accounting principles in the United States of America as in effect from time to time. 
 “Governmental Authority”
means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). 

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor
guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor,
direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance 

  
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or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such
Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness
or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or
deposit in the ordinary course of business. 
 “Guarantor” means, at any time, each Subsidiary of the Borrower that is
party to a Subsidiary Guarantee as a guarantor. 
 “Hazardous Materials” means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other
substances or wastes of any nature regulated pursuant to any Environmental Law. 
 “Hess” means Hess Corporation, a
Delaware corporation. 
 “Indebtedness” of any Person means, without duplication, (a) all obligations of
such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding (i) accounts payable and accrued liabilities incurred in the ordinary course of business and
(ii) amounts which are being contested in good faith and for which reserves in conformity with GAAP have been provided), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person (other than, in the case of property owned or acquired by the Borrower or any Subsidiary, Liens on Equity Interests in Joint Ventures which are
permitted under Section 6.02(a)(ix)), whether or not the Indebtedness secured thereby has been assumed, but only to the extent of such property’s fair market value, (f) all Guarantees by such Person of Indebtedness of
others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (i) all obligations, contingent or
otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other Person (including any partnership in which such Person is a general partner) to the extent such Person is
legally liable therefor as a result of such Person’s ownership interest in or other relationship with such other Person, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. The Indebtedness of
any Person shall not include endorsements of checks, bills of exchange and other instruments for deposit or collection in the ordinary course of business. 

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on
account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes. 

“Indemnitee” has the meaning assigned to such term in Section 9.03(b). 

“Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of the Borrower that is not guaranteed by any
other Person or subject to any other credit enhancement. 
 “Information” has the meaning assigned to such
term in Section 3.10. 

  
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 “Information Memorandum” means the Confidential Information Memorandum dated
July 2014, relating to the Borrower and the Facility. 
 “Interest Election Request” means a request by the Borrower to
convert or continue a Borrowing in accordance with Section 2.07, which, if in writing, shall be substantially in the form of Exhibit C. 

“Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and
December, and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three
months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period. 

“Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and
ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the
last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made. 

“IRS” means the United States Internal Revenue Service. 

“Joint Venture” means a joint venture entity the Equity Interests of which are owned by the Borrower or a Subsidiary with a
third party so long as such joint venture entity does not constitute a Subsidiary. 
 “Joint Venture Obligations” means,
with respect to any Joint Venture owned in part by the Borrower or any Subsidiary, Indebtedness of such Joint Venture that is non-recourse to the Borrower or any Subsidiary or to any property of the Borrower or any Subsidiary other than the Equity
Interests in such Joint Venture. 
 “Lender Parent” means, with respect to any Lender, each Person in respect of which such
Lender is, directly or indirectly, a subsidiary. 
 “Lenders” means (a) the Persons listed on
Schedule 2.01, and (b) any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. 

 “LIBO Rate” means, for any Interest Period, the rate of interest per annum (rounded upward to the nearest 1/100
of 1%) as calculated by ICE Benchmark Administration Limited (or any other Person which takes over the administration of that rate) and obtained through a nationally recognized service such as the Dow Jones Market Service (Telerate) or Reuters as
the London interbank offered rate (the “LIBO Screen Rate”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period as the rate for dollar deposits with a maturity equal to such
Interest Period; provided that if the LIBO Screen Rate shall be less than zero, the LIBO Rate shall be deemed to be zero for purposes of this Agreement. 

  
 11 








 “Lien” means, with respect to any asset, (a) any mortgage, deed of trust,
lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset or (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating to such asset. 
 “Loan”
means a loan made by a Lender to the Borrower under Section 2.01. 
 “Loan
Documents” means this Agreement, each Subsidiary Guarantee (if any) and each promissory note executed and delivered by the Borrower under Section 2.09(e) (if any). 

“Loan Parties” means the Borrower and each Guarantor. 

“Material Adverse Change” means any event, development or circumstance that has had or could reasonably be expected to have a
Material Adverse Effect. 
 “Material Adverse Effect” means a material adverse effect on (a) the business, operations,
property or financial condition of the Borrower and the Subsidiaries, taken as a whole, (b) the ability of the Borrower and the Guarantors to perform their obligations under the Loan Documents or (c) the rights and remedies of the
Administrative Agent and the Lenders under the Loan Documents (it being understood that in no event shall the consummation of the Acquisition as contemplated by and effected substantially in accordance with the terms of the Acquisition Agreement
constitute a Material Adverse Effect). 
 “Material Indebtedness” means Indebtedness (other than the Loans), or obligations
in respect of one or more Swap Agreements, of any one or more of the Borrower and the Subsidiaries in an aggregate principal amount exceeding $100,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the
obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap
Agreement were terminated at such time. 
 “Maturity Date” means the fifth anniversary of the Closing Date. 

“Maximum Rate” has the meaning assigned to such term in Section 9.14. 

“Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating agency business thereof. 

“MPLX” means MPLX LP, a Delaware limited partnership. 

“MPLX Drop-Down Transactions” means any acquisition by MPLX or one or more of its subsidiaries, in a single transaction or in
a series of related transactions, of midstream assets (including pipeline systems, barges, transport trucks, rail cars, barge docks, tank farms, terminals and other assets used in the storage or transport of crude oil, refined products and other
hydrocarbon-based products) of the Borrower or any Subsidiary, and all transactions consummated or agreements entered into in connection therewith, including the transactions set forth on Schedule 1.01; provided that
(a) such acquisition shall be made for fair value (as reasonably determined by the chief financial officer of the Borrower) and (b) such acquisition is otherwise on terms and conditions that are fair and reasonable to the Borrower and the
Subsidiaries, taking into account the totality of the relationship between the Borrower and the Subsidiaries, on the one hand, and MPLX and its subsidiaries, on the other. 

  
 12 








 “MPLX GP” means MPLX GP LLC, a Delaware limited liability company. 

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. 

“Non-Guarantor Subsidiary” means a Subsidiary of the Borrower that is not a Guarantor. 

“Non-U.S. Lender” means a Lender that is not a U.S. Person. 

“OFAC” means the United States Treasury Department Office of Foreign Assets Control. 

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection
between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a
security interest under, or engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan or Loan Document). 

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar
Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such
Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment under Section 2.18). 

“Outside Closing Date” means October 31, 2014. 

“Participant” has the meaning assigned to such term in Section 9.04(c). 

“Participant Register” has the meaning assigned to such term in Section 9.04(c). 

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing
similar functions. 
 “Permitted Encumbrances” means: 

(a) Liens imposed by law for Taxes that (i) are not yet due, (ii) are not more than 60 days past due and not
subject to penalties for non-payment or (iii) are being contested in compliance with Section 5.04; 

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, workmen’s, landlords’
and other like Liens arising in the ordinary course of business (or deposits to obtain the release of such Liens) and securing obligations that are not overdue for more than 60 days or, if so overdue, that are being contested in compliance with
Section 5.04; 
 (c) pledges and deposits made in compliance with, or deemed trusts arising in connection
with, workers’ compensation, unemployment insurance and other social security laws or regulations (other than Liens imposed by ERISA); 

(d) Liens and deposits to secure the performance of bids, trade contracts, government contracts, leases, statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; 

  
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 (e) judgment or attachment liens in respect of judgments that do not constitute an
Event of Default under clause (k) of Article VII; 
 (f) easements, zoning restrictions,
rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially
interfere with the ordinary conduct of business of the Borrower or any Subsidiary; 
 (g) any Lien in favor of the United States of America,
any state or any agency, department, political subdivision or other instrumentality of either, to secure partial, progress or advance payments to the Borrower or any Subsidiary pursuant to the provisions of any contract or any statute; 

(h) Liens created or evidenced by or resulting from precautionary financing statements filed by lessors of property (but only relating to the
leased property), other than in connection with capital leases and sale-leasebacks; 
 (i) Liens imposed by ERISA which are being contested
in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with GAAP, provided that the aggregate amount of the obligations secured by such Liens shall not at any time exceed
$50,000,000; and 
 (j) Liens in favor of banks having a right of setoff, revocation, refund or chargeback with respect to money or
instruments of the Borrower or any of its Subsidiaries on deposit with or in the possession of such bank, in each case in the ordinary course of business; 

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness of the type included in
clause (a) of the definition of the term “Consolidated Net Debt”. 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity. 
 “Plan” means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA. 

“Platform” has the meaning assigned to such term in Section 9.01(d). 

“Prime Rate” means the rate of interest per annum quoted in the “Money Rates” section of The Wall Street
Journal from time to time and designated as the “Prime Rate.” If such prime rate, as quoted, is split between two or more different interest rates, then the “Prime Rate” shall be the highest of such interest rates. If such
prime rate shall cease to be published or is published infrequently or sporadically, then the “Prime Rate” shall be determined by reference to another base rate, prime rate or similar lending rate index, generally accepted on a national
basis, as selected by the Administrative Agent in its reasonable discretion. 
 “Recipient” means the Administrative
Agent and any Lender, or any combination thereof (as the context requires). 
 “Register” has the meaning
assigned to such term in Section 9.04(b). 

  
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 “Related Parties” means, with respect to any specified Person, such
Person’s Affiliates and the respective directors, officers, partners, members, trustees, employees, agents and advisors of such Person and such Person’s Affiliates. 

“Removal Effective Date” has the meaning assigned to such term in Article VIII. 

“Required Lenders” means, at any time, subject to Section 2.19, Lenders having more than 50% of the
Aggregate Commitments or Total Outstandings, as applicable, at such time. The Aggregate Commitments or Total Outstandings, as applicable, of any Defaulting Lender shall be disregarded in determining Required Lenders at any time. 

“Responsible Officer” means, with respect to any Person, the president, the chief financial officer, the treasurer or the
principal accounting officer of such Person. 
 “Revolving Credit Agreement” means the $2,000,000,000 Revolving Credit
Agreement dated as of September 14, 2012, among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, as amended and increased to $2,500,000,000 by the First Amendment dated as of December 20,
2012, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, together with any credit facility or credit facilities that refinance or replace all or substantially all of the commitments and/or loans
outstanding thereunder at the time of the refinancing or replacement. 
 “S&P” means Standard & Poor’s
Ratings Group, a division of The McGraw-Hill Companies, Inc., or any successor to the ratings agency business thereof. 
 “Sale and
Leaseback Transaction” means any arrangement with any Person providing for the leasing by the Borrower or any Subsidiary of any property (whether such property is now owned or hereafter acquired) that has been or is to be sold or
transferred by the Borrower or any Subsidiary to such Person, other than (a) temporary leases for a term, including renewals at the option of the lessee, of not more than three years and (b) leases between the Borrower and a Subsidiary or
between Subsidiaries. 
 “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or
enforced from time to time by (a) the United States government, including those administered by OFAC or the United States Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state
or Her Majesty’s Treasury of the United Kingdom. 
 “Sanctioned Country” means a country or territory which is itself
the subject or target of any Sanctions. 
 “Sanctioned Person” means (a) any Person listed in any Sanctions-related
list of designated Persons maintained by OFAC, the United States Department of State, or by the United Nations Security Council, the European Union or any European Union member state, (b) any Person operating, organized or resident in a
Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b). 

“SEC” means the United States Securities and Exchange Commission, or any Governmental Authority succeeding to the functions
of said Commission. 
 “Securitization Indebtedness” means (a) any Indebtedness of a Securitization Subsidiary issued
or incurred under any Securitization Transaction and (b) in the case of any Securitization Transaction that is a purchase and sale, or otherwise does not involve issuance or incurrence of Indebtedness, the uncollected


  
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amount of the Securitization Receivables sold without recourse to one or more third party purchasers or investors pursuant to such Securitization Transaction, net of any such Securitization
Receivables that have been written off as uncollectible. 
 “Securitization Receivables” has the meaning assigned to such
term in the definition of “Securitization Transaction”. 
 “Securitization Subsidiary” means, with respect to any
Person, any special purpose subsidiary or special purpose Affiliate to which such Person sells, conveys or otherwise transfers, or grants a Lien on, Securitization Receivables pursuant to a Securitization Transaction. 

“Securitization Transaction” means any financing transaction or series of financing transactions (including factoring
arrangements) in connection with which the Borrower or any Affiliate of the Borrower may sell, convey or otherwise transfer, or grant a Lien on, accounts, payments, receivables, accounts receivable, rights to future lease payments or residuals or
similar rights to payment and in each case any related assets (the “Securitization Receivables”) to a Securitization Subsidiary or directly to one or more investors or purchasers, provided, in each case, that any obligations
arising therefrom do not permit or provide recourse to the Borrower or any Subsidiary (other than a Securitization Subsidiary) or any property or asset of the Borrower or any Subsidiary (other than the property or assets of a Securitization
Subsidiary or any Equity Interests in a Securitization Subsidiary), other than with respect to any representations, warranties, servicer obligations, covenants and indemnities entered into by the Borrower or any Subsidiary of a type that are
reasonable and customary in securitizations of Securitization Receivables. The parties hereto acknowledge and agree that the representations, warranties, servicer obligations, covenants and indemnities contained in the Existing Securitization
Facility are reasonable and customary. 
 “Significant Subsidiary” has the meaning ascribed to such term under Regulation
S-X promulgated under the Exchange Act. Unless otherwise specified, all references herein to a Significant Subsidiary or Significant Subsidiaries shall refer to a Significant Subsidiary or Significant Subsidiaries of the Borrower. 

“Speedway” means Speedway LLC, a Delaware limited liability company. 

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the
denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves), expressed as a decimal, established by the Board to which the Administrative Agent is
subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentage shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to
constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability
company, partnership, association or other entity of which Equity Interests representing more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, directly
or indirectly, owned, controlled or held by the parent. 
 “Subsidiary” means any subsidiary of the Borrower,
provided that (a) any subsidiary of the Borrower that is (i) not wholly owned, directly or indirectly, by the Borrower and (ii) not consolidated 

  
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with the Borrower pursuant to GAAP, consistent with past practice and (b) MPLX GP, MPLX and their respective subsidiaries for so long as MPLX is not wholly owned, directly or
indirectly, by the Borrower, in each case shall be deemed not to be subsidiaries of the Borrower except for purposes of Section 5.07 (provided that the term “Material Adverse Effect” as used in such
Section 5.07 shall be determined by reference to the Borrower and the Subsidiaries but excluding MPLX GP, MPLX and their respective subsidiaries for so long as MPLX is not wholly owned, directly or indirectly, by the
Borrower). 
 “Subsidiary Guarantee” means a guarantee of the Borrower’s obligations hereunder in
substantially the form of Exhibit G or any other form approved by the Administrative Agent. 
 “Swap
Agreement” means any agreement with respect to any swap, forward, future or derivative transaction, or any option or similar agreement, involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt
instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar
plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement. 

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding),
assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Total Capitalization” means, at any date, the sum of the Consolidated Net Debt and the Consolidated Stockholders’
Equity as of such date. 
 “Total Outstandings” means, at any time, the aggregate outstanding principal amount of Loans on
such date after giving effect to any borrowing and prepayment or repayment of Loans occurring on such date. 
 “Type”, when
used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate. 

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the
Code. 
 “U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section
2.16(f)(ii)(B)(3). 
 “wholly owned” means, when used in reference to any subsidiary of any Person, that all of the
Equity Interests in such Subsidiary are directly or indirectly (through one or more other wholly owned subsidiaries of such Person) owned by such Person, excluding directors’ qualifying shares and other nominal amounts of Equity Interests that
are required to be held by other Persons under applicable law. 
 “Withdrawal Liability” means liability to a Multiemployer
Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 

“Withholding Agent” means any Loan Party and the Administrative Agent. 

  
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 Section 1.02 Classification of Loans and Borrowings. For purposes of this Agreement,
Loans may be classified and referred to by Type (e.g., a “Eurodollar Loan”). Borrowings also may be classified and referred to by Type (e.g., a “Eurodollar Borrowing”). 

Section 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and
properties, including intellectual property, cash, securities, accounts and contract rights, (f) with respect to the determination of any period of time, the word “from” means “from and including” and the word “to”
means “to but excluding” and (g) reference to any law, rule or regulation means such as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time. 

Section 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature
shall be construed in accordance with GAAP, as in effect from time to time; provided that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, for purposes of calculations made pursuant to the terms of
this Agreement or any other Loan Document, (a) GAAP will be deemed to treat leases that would have been classified as operating leases in accordance with generally accepted accounting principles in the United States of America as in effect on
December 31, 2013 in a manner consistent with the treatment of such leases under generally accepted accounting principles in the United States of America as in effect on December 31, 2013, notwithstanding any modifications or interpretive
changes thereto that may occur thereafter and (b) no effect shall be given to any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto
(including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Borrower or any Subsidiary at “fair value”, as defined therein. 

Article II 
 Commitments and
Loans 
 Section 2.01 Loans. Subject to the terms and conditions set forth herein, each Lender agrees to make a Loan to the
Borrower in a single borrowing on the Closing Date, in an amount not to exceed the 

  
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amount of such Lender’s Commitment at such time; provided that the aggregate principal of all Loans made on such date shall not exceed the Aggregate Commitments. Any undrawn Commitments
shall be reduced to $0 immediately following the funding of the Loans on the Closing Date. The Commitments are not revolving in nature, and amounts borrowed under this Section 2.01 and repaid under Section 2.09
or Section 2.10 may not be reborrowed. Loans may be ABR Loans or Eurodollar Loans, as further provided herein. 

Section 2.02 Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders
ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several
and no Lender shall be responsible for any other Lender’s failure to make Loans as required. 
 (b) Subject to
Section 2.13, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. 

(c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000. Borrowings of more
than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of 10 Eurodollar Borrowings outstanding. 

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue,
any Eurodollar Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. 
 Section 2.03
Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone, fax or electronic mail (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City
time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable
and, in the case of a telephonic Borrowing Request, shall be confirmed promptly by hand delivery, fax or electronic mail (in .pdf form) to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and
written Borrowing Request shall specify the following information in compliance with Section 2.02: 
 (i) the aggregate
principal amount of the requested Borrowing; 
 (ii) the date of such Borrowing, which shall be a Business Day; 

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; 

(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the
definition of the term “Interest Period”; and 
 (v) the location and number of the Borrower’s account to which funds are to
be disbursed, which shall comply with the requirements of Section 2.06. 

  
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 If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing.
If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. 

Section 2.04 Intentionally Omitted. 

Section 2.05 Intentionally Omitted. 

Section 2.06 Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such
Loans available to the Borrower by promptly remitting the amounts so received, in like funds, to an account of the Borrower designated by the Borrower in the applicable Borrowing Request. 

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Eurodollar Borrowing that such
Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph
(a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative
Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to the Loans comprising such Borrowing. If the Borrower and such Lender shall both pay such interest to the Administrative Agent for the same or
an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute
such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. 

Section 2.07 Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may, at any time and from time to time, elect to convert such Borrowing to a different Type or
to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in
which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. 

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone, fax or
electronic mail by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each
such telephonic 

  
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Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery, fax or electronic mail to the Administrative Agent of a written Interest Election Request signed
by the Borrower. 
 (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with
Section 2.02: 
 (i) the Borrowing to which such Interest Election Request applies and, if different options are being
elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall
be specified for each resulting Borrowing); 
 (ii) the effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day; 
 (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and 

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term “Interest Period”. 
 If any such Interest Election Request requests a
Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. 

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and
of such Lender’s portion of each resulting Borrowing. 
 (e) If the Borrower fails to deliver a timely Interest Election Request with
respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be continued as a Eurodollar Borrowing
with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default under clause (h) or (i) of Article VII has occurred and is continuing with respect
to the Borrower, or if any other Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, notifies the Borrower of the election to give effect to this sentence on account of such other
Event of Default, then, in each such case, so long as such Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be
converted to an ABR Borrowing at the end of the Interest Period applicable thereto. 
 Section 2.08 Termination and Reduction of
Commitments. (a) Mandatory. The Commitments under this Agreement shall terminate at 5:00 p.m., New York City time, on the earliest of the following dates: (i) the Closing Date (in accordance with
Section 2.01); (ii) the date that is three Business Days after the date of the consummation of the Acquisition; (iii) the Outside Closing Date; and (iv) the date of abandonment of the Acquisition by
the Borrower and its Subsidiaries or the termination of the obligations of the applicable Subsidiary under the Acquisition Agreement to consummate the Acquisition. 

(b) Optional. The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that each reduction
of the Commitments shall be in an amount that is an integral multiple of $10,000,000 and not less than $50,000,000. 

  
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 (c) Procedures for Optional Termination or Reduction. The Borrower shall notify the
Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election
and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided
that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of one or more securities offerings, in which case such notice may
be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments
shall be made ratably among the Lenders in accordance with their respective Commitments. 
 Section 2.09 Repayment of Loans;
Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan of such Lender on the Maturity Date. 

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to
such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type
thereof and, in the case of Eurodollar Loans, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount
of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. 

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not
in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. 

(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and substantially in the form of Exhibit D. Thereafter, the Loans evidenced by
such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if
such promissory note is a registered note, to such payee and its registered assigns). 
 Section 2.10 Prepayment of
Loans. (a) Optional. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. 

(b) Procedure for Optional Prepayments. The Borrower shall notify the Administrative Agent by telephone, fax or electronic mail (and,
in the case of telephonic notice, promptly confirmed by hand delivery, fax or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, one Business Day
before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York 

  
 22 








 
City time, on the same Business Day as the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion
thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice of prepayment may be
revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof.
Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably
to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12. Any prepayment of a Eurodollar Borrowing shall be accompanied with any additional amounts
required pursuant to Section 2.15. 
 (c) Mandatory Prepayment. If the Acquisition shall not be consummated on or
before the tenth Business Day after the Closing Date, the Borrower shall prepay all outstanding Loans on such tenth Business Day, together with accrued interest thereon. Any prepayment of a Eurodollar Borrowing shall be accompanied with any
additional amounts required pursuant to Section 2.15. 
 Section 2.11 Fees. (a) The Borrower agrees to
pay to the Administrative Agent, for the account of each Lender, fees in the amount agreed by the Borrower separately prior to the Execution Date. 

(b) The Borrower agrees to pay to the Arrangers, for their own respective accounts, fees in the amounts separately agreed by the Borrower and
the Arrangers. 
 (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the
times separately agreed upon between the Borrower and the Administrative Agent. 
 (d) All fees payable hereunder shall be paid on the dates
due, in immediately available funds, to the Administrative Agent (in the case of clause (a) of this Section, for distribution to the Lenders). Fees paid shall not be refundable under any circumstances. 

Section 2.12 Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the
Applicable Rate. 
 (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period
in effect for such Borrowing plus the Applicable Rate. 
 (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or
any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to
(i) in the case of overdue principal of any Loan, 2.000% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.000% plus the rate applicable to
ABR Loans as provided in paragraph (a) of this Section. 
 (d) Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan and on the Maturity Date; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or
prepayment of any Loan (other than a voluntary prepayment of an ABR Loan prior to the Maturity Date), accrued interest on the 

  
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principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the
current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. 
 (e) All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year
of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be
determined by the Administrative Agent in accordance with the terms hereof, and such determination shall be conclusive absent manifest error. 

Section 2.13 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing: 

(a) the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that adequate and
reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or 
 (b)
the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such
Interest Period; 
 then the Administrative Agent shall give written notice thereof to the Borrower and the Lenders as promptly as practicable thereafter
and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any ABR Borrowing to, or continuation
of any Eurodollar Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. 

Section 2.14 Increased Costs. (a) If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); 

(ii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or
Eurodollar Loans made by such Lender; or 
 (iii) subject any Recipient to any Taxes on its loans, loan principal, letters of credit,
commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (A) Indemnified Taxes, (B) Connection Income Taxes and (C) Excluded Taxes described in clauses
(d) and (e) of the definition of “Excluded Taxes”); 
 and the result of any of the foregoing shall be to increase
the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender
or such other Recipient hereunder (whether of principal, interest or otherwise), then, upon request of such Lender or other Recipient, subject to paragraphs (c) and (d) of this Section, the Borrower will pay to


  
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such Recipient such additional amount or amounts as will compensate such Recipient for such additional costs incurred or reduction suffered. 

(b) If any Lender determines in good faith that any Change in Law affecting such Lender or any lending office of such Lender regarding capital
or liquidity requirements has the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitment of or the Loans made by such
Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with
respect to capital adequacy and liquidity), then from time to time, subject to paragraphs (c) and (d) of this Section, the Borrower will pay to such Lender such additional amount or amounts as will compensate
such Lender or such Lender’s holding company for any such reduction suffered; provided that such Lender is generally seeking, or intends generally to seek, compensation from similarly situated borrowers under similar credit facilities
(to the extent such Lender has the right under such similar credit facilities to do so) with respect to such Change in Law regarding capital or liquidity requirements. 

(c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may
be, as specified in paragraph (a) or (b) of this Section, including in reasonable detail a description of the basis for such claim for compensation and a calculation of such amount or amounts, shall be delivered
to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof. 

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such
Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such
Lender notifies the Borrower in writing of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 

Section 2.15 Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on
the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure (other
than as a result of the failure of a Lender to fund a Loan required to be funded hereunder) to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice
may be revoked under Section 2.10(b) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the
Borrower pursuant to Section 2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event in accordance with the terms of this Section. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had
such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan (but not including the Applicable Rate applicable thereto), for the period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period
at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks 

  
 25 








 
in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, including in reasonable detail a
description of the basis for such compensation and a calculation of such amount or amounts, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such
certificate within 30 days after receipt thereof. 
 Section 2.16 Taxes. (a) Withholding of Taxes; Gross-Up. Any and
all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith
discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall
timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so
that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no
such deduction or withholding been made. 
 (b) Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the
relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. 

(c) Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority, such Loan
Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent. 
 (d) Indemnification by the Loan Parties. The Loan Parties shall jointly and severally
indemnify each Recipient for any Indemnified Taxes that are paid or payable or required to be withheld or deducted from a payment to such Recipient (without duplication) by such Recipient in connection with any Loan Document (including Indemnified
Taxes imposed or asserted on or attributable to amounts paid or payable under this paragraph) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. The indemnity under this paragraph shall be paid within 20 days after the Recipient delivers to any Loan Party a certificate stating the amount of any Indemnified Taxes so paid or payable by such Recipient and
describing the basis for the indemnification claim. Such Recipient shall deliver a copy of such certificate to the Administrative Agent. 

(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent for (i) any Indemnified Taxes
attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 9.04 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case that are
paid or payable by the Administrative Agent in connection with any Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. The indemnity under this paragraph shall be paid within 10 days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such
certificate shall be conclusive of the amount so paid or payable absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off 

  
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and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source
against any amount due to the Administrative Agent under this paragraph. 
 (f) Status of Lenders. (i) Any Lender
that is entitled to an exemption from, or reduction of, withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the
Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender,
if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to
determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and
submission of such documentation (other than such documentation set forth in Section 2.16(f)(ii)(A) through (F) and Section 2.16(f)(iii) below) shall not be required if in the Lender’s
reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.  

(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person, 

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup
withholding tax; 
 (B) any Non U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the
Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the
Borrower or the Administrative Agent), whichever of the following is applicable: 
 (1) in the case of a Non U.S. Lender
claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN (or W-8BEN-E, as applicable) establishing an exemption
from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN (or W-8BEN-E, as applicable)
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 

(2) executed copies of IRS Form W-8ECI; 

(3) in the case of a Non U.S. Lender claiming the benefits of the exemption for portfolio interest under
Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit E-1 to the effect that such Non U.S. Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent
shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign 

  
 27 








 
corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN (or
W-8BEN-E, as applicable); or 
 (4) to the extent a Non U.S. Lender is not the beneficial owner, executed
copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN (or W-8BEN-E, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit E-3, IRS Form W-9, and/or other certification documents
from each beneficial owner, as applicable; provided that if the Non U.S. Lender is a partnership and one or more direct or indirect partners of such Non U.S. Lender are claiming the portfolio interest exemption, such Non U.S. Lender may provide a
U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such direct and indirect partner; 
 (C) any Non
U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non U.S. Lender becomes a
Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a
reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to
be made; and 
 (iii) If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed
by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the
Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower or the Administrative Agent to comply with their obligations
under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this paragraph, “FATCA” shall
include any amendments made to FATCA after the date of this Agreement. 
 Each Lender agrees that if any form or certification it
previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. 

(g) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a
refund of any Taxes as to which it has been indemnified pursuant to this Section 2.16 (including additional amounts paid pursuant to this Section 2.16), it shall pay to the indemnifying party an amount equal to
such refund (but only to the extent of indemnity payments made under this Section 2.16 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of such indemnified party and
without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid to such
indemnifying party pursuant to this paragraph (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this paragraph, in 

  
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no event will any indemnified party be required to pay any amount to any indemnifying party pursuant to this paragraph the payment of which would place such indemnified party in a less favorable
net after-Tax position than such indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to
make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. 

(h) Intentionally Omitted 

(i) Survival. Without limiting the provisions of Section 9.05, each party’s obligations under
this Section 2.16 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or
discharge of all obligations under any Loan Document. 
 Section 2.17 Payments Generally; Pro Rata Treatment; Sharing
of Set-offs. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Section 2.14, Section 2.15 or
Section 2.16, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after the time set forth above on any date may, in
the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to such account in the United
States as it may specify from time to time, except that payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent
shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. 

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to
such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. 

(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount
of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and
the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of
this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or other Affiliate thereof (as to
which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a 

  
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participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a
direct creditor of the Borrower in the amount of such participation. 
 (d) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment
on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders, as the case may
be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Sections 2.06(b),
2.17(d) or 9.03(c), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of
such Lender for the benefit of the Administrative Agent to satisfy such Lender’s obligations to such Person under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account
as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the
Administrative Agent in its discretion. 
 Section 2.18 Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches
or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment. 
 (b) If (i) any Lender requests compensation under Section 2.14, or
if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16 and, in each case, such Lender has declined or is unable to designate a
different lending office in accordance with Section 2.18(a), (ii) any Lender becomes a Defaulting Lender or (iii) any Lender refuses to consent to any proposed amendment, modification, waiver or consent with respect to
any provision hereof that requires the unanimous approval of all Lenders, or the approval of each of the Lenders affected thereby (in each case in accordance with Section 9.02), and the consent of the Required Lenders shall have
been obtained with respect to such amendment, modification, waiver or consent, then the Borrower may, at its sole expense and effort (including payment of any applicable processing and recordation fees), upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent with
respect to any assignee that is not already a Lender hereunder, which consent 

  
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shall not unreasonably be withheld, conditioned or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (C) in the case of any such
assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments,
(D) in the case of any such assignment resulting from the failure to provide a consent, the assignee shall have given such consent and, as a result of such assignment and any contemporaneous assignments and consents, the applicable amendment,
modification, waiver or consent can be effected and (E) such assignment does not conflict with applicable law. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender
or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment
and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto (it being understood and agreed that such Lender shall not be deemed
to make the representations and warranties in such Assignment and Assumption if such Lender has not executed such Assignment and Assumption). 

Section 2.19 Defaulting Lenders. Notwithstanding any provision of any Loan Document to the contrary, if any Lender becomes a
Defaulting Lender, then the provisions set forth in the following paragraphs (a) and (b) shall apply for so long as such Lender is a Defaulting Lender: 

(a) if any Lender becomes a Defaulting Lender pursuant to clause (a)(i) of the definition thereof, such Defaulting Lender shall not be
entitled to receive its portion of the fees required to be paid by the Borrower to the Administrative Agent for the account of the Lenders (and the total amount of such fees required to be paid by the Borrower shall be reduced by the amount that
would have been paid to such Lender if it had not been a Defaulting Lender); 
 (b) the Commitment and outstanding Loans of
such Defaulting Lender shall not be included in determining whether all Lenders (or each Lender) or the Required Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or
other modification pursuant to Section 9.02); provided that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification providing for an
increase in such Defaulting Lender’s Commitment, providing for an extension of such Defaulting Lender’s Commitment or requiring the consent of each Lender affected thereby (including pursuant to Sections 9.02(b)(ii) and
(iii)) if such Defaulting Lender is an affected Lender; and 
 (c) the rights and remedies
against, and with respect to, a Defaulting Lender under this Section 2.19 are in addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent and each Lender, the Borrower or
any other Loan Party may at any time have against, or with respect to, such Defaulting Lender. 
 Article III 

Representations and Warranties 

The Borrower represents and warrants to the Lenders, as of the Execution Date and the Closing Date, that: 

  
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 Section 3.01 Organization; Powers. Each of the Borrower and its Significant
Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted and (c) except where
the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such
qualification is required. 
 Section 3.02 Authorization; Enforceability. The execution, delivery and performance by each Loan
Party of the Loan Documents to which it is a party are within such Loan Party’s limited liability company, partnership or corporate powers, as applicable, and have been duly authorized by all necessary limited liability company, partnership or
corporate action, as applicable. This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan
Document when so executed and delivered will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 

Section 3.03 Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement and
the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and
effect (except for any reports required to be filed by the Borrower with the SEC pursuant to the Exchange Act, provided that the failure to make any such filings shall not affect the validity or enforceability of this Agreement or any such
other Loan Document or the rights and remedies of the Administrative Agent and the Lenders hereunder or thereunder), (b) will not violate in any material respect any law or regulation or any order of any Governmental Authority, in each case,
applicable to or binding upon the Borrower or any of its property, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or by which any property or
asset of the Borrower or any of its Subsidiaries is bound, except to the extent that a Material Adverse Effect would not reasonably be expected to result therefrom, (d) will not result in the creation or imposition of any Lien prohibited
hereunder on any asset of the Borrower or any of its Subsidiaries and (e) will not violate the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries. 

Section 3.04 Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its
consolidated balance sheet and consolidated statements of income, comprehensive income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013, reported on by PricewaterhouseCoopers LLP, independent
registered public accounting firm, and (ii) as of and for the fiscal quarter and the portion of the fiscal year most recently ended prior to the Execution Date for which quarterly financial statements of the Borrower are available, certified by
its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods
on a consolidated basis in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. 

(b) There has been no Material Adverse Change since December 31, 2013. 

Section 3.05 Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator
or Governmental Authority pending against or, to the knowledge 

  
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of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely
determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or which would reasonably be expected to have a material
adverse effect on the consummation of the Acquisition. 
 (b) Except for the Disclosed Matters and except with respect to any other matters
that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or
comply with any permit, license or other approval required under any Environmental Law, or (ii) has become subject to any Environmental Liability. 

Section 3.06 Compliance with Laws; No Default. Each of the Borrower and the Subsidiaries is in compliance with all laws,
regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. No Default has
occurred and is continuing or will result from the execution and delivery of this Agreement or any of the other Loan Documents, or the making of the Loans hereunder. 

Section 3.07 Margin Regulations; Investment Company Status. The Borrower is not engaged in the business of extending credit for
the purpose of “purchasing” or “carrying” “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board. No proceeds of any Loan hereunder will be used by the Borrower or its
Subsidiaries for “purchasing” or “carrying” “margin stock” as so defined in contravention of the provisions of Regulations T, U, or X of the Board. Neither the Borrower nor any of its Subsidiaries is an “investment
company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended. 
 Section 3.08
Taxes. Each of the Borrower and the Subsidiaries has filed or caused to be filed all Tax returns and reports required to have been filed by it and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes
or the filing of Tax returns or reports that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the
failure to do so would not reasonably be expected to result in a Material Adverse Effect. 
 Section 3.09 ERISA. No ERISA Event
has occurred or is reasonably expected to occur that would reasonably be expected to result in a Material Adverse Effect. 

Section 3.10 Disclosure. Neither the Information Memorandum nor any of the other written reports, financial statements,
certificates or other written information (collectively, the “Information”) furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered
hereunder (as modified or supplemented by other Information theretofore furnished) contained, when taken as a whole, as of the date such Information was furnished (or, if such Information expressly related to a specific date, as of such specific
date) any material misstatement of fact or omitted to state, as of the date such Information was furnished (or, if such Information expressly related to a specific date, as of such specific date), any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided that with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon
assumptions believed by it to be reasonable at the time. 

  
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 Section 3.11 Subsidiaries. Set forth in Schedule 3.11 is a complete and
accurate list showing, as of the Execution Date, all Subsidiaries of the Borrower and, as to each such Subsidiary, the jurisdiction of its organization. Other than as set forth in Schedule 3.11, as of the Execution Date, no
capital stock of any Guarantor is subject to any outstanding option, warrant, right of conversion or purchase of any similar right. All of the outstanding capital stock of each Guarantor owned (directly or indirectly) by the Borrower has been
validly issued, is fully paid and non-assessable (to the extent applicable) and is owned (directly or indirectly), free and clear of all Liens (other than Liens permitted pursuant to Section 6.02). 

Section 3.12 Anti-Corruption Laws and Sanctions. The Borrower has policies and procedures designed and implemented to ensure, in
its reasonable business judgment, compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Borrower and its Subsidiaries and to the knowledge
of the Borrower, their respective officers, employees, directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or to the knowledge of the
Borrower, any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility
established hereby, is a Sanctioned Person. No Borrowing, use of proceeds or other transaction contemplated by this Agreement will, to the knowledge of the Borrower, violate Anti-Corruption Laws or applicable Sanctions. 

Article IV 
 Conditions 

Section 4.01 Conditions to Effectiveness of this Agreement (Execution Date). This Agreement shall be effective on the date on
which each of the following conditions is satisfied (or waived in accordance with Section 9.02); provided that the obligations of the Lenders to make Loans hereunder are subject to satisfaction (or waiver in accordance with
Section 9.02) of the conditions set forth in Section 4.02: 
 (a) The Administrative Agent (or its
counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include fax transmission of a signed
signature page to this Agreement) that such party has signed a counterpart of this Agreement. 
 (b) The Administrative Agent shall have
received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Execution Date) of Jones Day, counsel for the Borrower, reasonably satisfactory to the Administrative Agent, and covering such matters relating
to the Borrower or this Agreement as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. 

(c) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated as of the
Execution Date, certifying (i) the resolutions of the board of directors of the Borrower authorizing the execution of each Loan Document to which the Borrower is a party, (ii) the charter, bylaws or other applicable organizational
documents of the Borrower and (iii) the names and true signatures of the officers executing any Loan Document on behalf of the Borrower on the Execution Date. 

(d) The Administrative Agent shall have received a certificate of good standing with respect to the Borrower from appropriate public officials
in the jurisdiction of organization of the Borrower. 

  
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 (e) (i) The representations and warranties of the Borrower set forth in this Agreement shall be
true and correct in all material respects on and as of the Execution Date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be
true and correct in all material respects as of such specified earlier date, provided that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text
thereof, and (ii) no Default shall exist. 
 (f) The Administrative Agent shall have received (i) a certificate,
dated the Execution Date and signed by the chief financial officer of the Borrower, as to the solvency (on a consolidated basis) of the Borrower and the Subsidiaries as of the Execution Date and (ii) a certificate, dated the Execution Date and
signed by the President, a Vice President or a Financial Officer of the Borrower, certifying as to the matters set forth in clause (e) above, each such certificate to be in form and substance reasonably satisfactory to the
Administrative Agent. 
 (g) On or before the Execution Date, the Borrower shall have paid to the Administrative Agent for the
account of the Lenders and for its own account and to the Arrangers all fees and expenses required to be paid on or before such date, including the reasonable fees and expenses of counsel to the Administrative Agent for which reasonably detailed
invoices have been presented to the Borrower on or before the date that is two Business Days prior to the Execution Date, and the Borrower shall have complied in all material respects with its other obligations set forth in the commitment letter
dated July 29, 2014, among the Arrangers and the Borrower and the fee letters relating thereto and each dated July 29, 2014, in each case, entered into in connection herewith. 

(h) The Lenders shall have received all documentation and other information that may be required by such Lenders in order to
enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 9.15, to the extent requested by the
Lenders in writing to the Borrower reasonably in advance of the Execution Date. 
 (i) The Administrative Agent shall have
received copies of financial statements provided by Hess pursuant to the Acquisition Agreement, as follows: (A) the audited combined balance sheet of Hess’s retail gasoline operations as of December 31, 2013 and 2012; (B) the
audited combined statement of income and combined statement of cash flows of Hess’s retail gasoline operations for the years ended December 31, 2013, 2012 and 2011; (C) the audited combined statement of Hess’s investment in its
retail gasoline operations for the years ended December 31, 2013, 2012 and 2011; (D) the audited consolidated balance sheet of WilcoHess as of December 31, 2013 and 2012; (E) the audited consolidated statement of comprehensive
income, statement of changes in members’ equity and statement of cash flows of WilcoHess for the years ended December 31, 2013, 2012 and 2011; and (F) the unaudited combined balance sheet of Hess’s retail gasoline operations
(which include WilcoHess) as of March 31, 2014, and pro forma, unaudited combined statements of income of Hess’s retail gasoline operations (including WilcoHess) for the three months ended March 31, 2013 and 2014. 

(j) The Execution Date shall occur no later than September 30, 2014. 

The Administrative Agent shall notify the Borrower and the Lenders of the Execution Date, and such notice shall be conclusive and binding. 

Section 4.02 Conditions to Loans (Closing Date). The obligation of each Lender to make Loans hereunder is subject to the
occurrence of the Execution Date and satisfaction (or waiver in accordance with Section 9.02) of the following conditions precedent: 

  
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 (a) The Administrative Agent shall have received a Borrowing Request in accordance with
Section 2.03. 
 (b) Before and after taking into account Loans made on the Closing Date and, if the Acquisition is being
consummated on the Closing Date, before and after taking into account consummation of the Acquisition, (i) the representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct
in all material respects on and as of the Closing Date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the Closing Date, such representations and warranties shall
continue to be true and correct in all material respects as of such specified earlier date; provided that in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified
by materiality in the text thereof and (ii) no Default shall exist. 
 (c) The Administrative Agent shall have received
(i) a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, certifying as to the matters in clause (b) of this Section, and (ii) if the Acquisition has
been consummated, the certificate required by Section 5.01(h), in each case in form and substance reasonably satisfactory to the Administrative Agent. 

(d) The Administrative Agent shall have received unaudited consolidated balance sheets and related statements of income, comprehensive income,
stockholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal quarter ended June 30, 2014, in each case prepared in conformity with GAAP in all material respects, and presenting fairly, in all material respects
the financial position and results of operations and cash flows of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.

 (e) To the extent not previously delivered, the Lenders shall have received all documentation and other information that
may be required by such Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in
Section 9.15, to the extent requested by the Lenders in writing to the Borrower reasonably in advance of the Closing Date. 

(f) On or before the Closing Date, the Borrower shall have paid to the Administrative Agent for the account of the Lenders and for its own
account and to the Arrangers all fees and expenses required to be paid on or before such date, including the reasonable fees and expenses of counsel to the Administrative Agent for which reasonably detailed invoices have been presented to the
Borrower on or before the date that is two Business Days prior to the Closing Date, and the Borrower shall have complied in all material respects with its other obligations set forth in the commitment letter dated July 29, 2014, among the
Arrangers and the Borrower and the fee letters relating thereto and each dated July 29, 2014, in each case, entered into in connection herewith. 

(g) The Closing Date shall occur no later than the Outside Closing Date. 

The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding. Notwithstanding the
foregoing, the obligations of the Lenders to make Loans shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) on or prior to the Outside Closing Date, and, in the
event such conditions are not so satisfied or waived, the Commitments shall terminate at such time. 

  
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 Article V 

Affirmative Covenants 
 From and
after the Execution Date and until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder have been paid in full (other than indemnities and other contingent
obligations not then due and payable and as to which no claim has been made), the Borrower covenants and agrees with the Lenders that: 

Section 5.01 Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent for
distribution to each Lender: 
 (a) within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet
and related statements of income, comprehensive income, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by
PricewaterhouseCoopers LLP or other independent registered public accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of
such audit) to the effect that such consolidated financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis
in accordance with GAAP consistently applied; 
 (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal
year of the Borrower, its consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting
fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end
audit adjustments and the absence of footnotes; 
 (c) concurrently with any delivery of financial statements under
clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default
has occurred and is continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance
with Section 6.08, (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts
set forth in the financial statements accompanying such certificate and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this
Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.08 and, if any such change has occurred, specifying the nature of such change and the
effect of such change on such calculation; 
 (d) promptly after the same become publicly available, copies of all periodic
and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; 

  
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 (e) promptly after Moody’s or S&P shall have announced a change in the rating
established or deemed to have been established for the Index Debt, written notice of such rating change; 
 (f) promptly following any
request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably
request; 
 (g) promptly following the Administrative Agent’s request therefor, all documentation and other information
that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including
information required by the Act and information described in Section 9.15; and 
 (h) on the
date the Acquisition is consummated, a certificate executed by a Responsible Officer on behalf of the Borrower substantially in the form of Exhibit H. 

Information required to be delivered pursuant to clause (a), (b) or (d) of this Section
shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at http://www.sec.gov. Information required to be delivered pursuant to
this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. 

Section 5.02 Notices of Defaults. The Borrower will furnish to the Administrative Agent for distribution to each Lender prompt
written notice of the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledge. 
 Each notice delivered under this
Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect
thereto. 
 Section 5.03 Existence; Conduct of Business. The Borrower will, and will cause each Significant Subsidiary to, do or
cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing
shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03; and provided further that this Section 5.03 shall not require the Borrower or any Significant
Subsidiary to preserve or maintain any rights, licenses, permits, privileges or franchises if the Borrower shall reasonably determine that (a) the preservation and maintenance thereof is no longer desirable in the conduct of the business of the
Borrower and the Subsidiaries, taken as a whole, and that the loss thereof is not disadvantageous in any material respect to the Lenders, or (b) the failure to maintain and preserve the same would not reasonably be expected, in the aggregate,
to result in a Material Adverse Effect. 
 Section 5.04 Payment of Taxes and other Obligations. The Borrower will, and will
cause each of its Subsidiaries to, pay its Tax liabilities and other governmental obligations which, if unpaid, would reasonably be expected to result in a Lien upon any property of the Borrower or such Subsidiary before the same shall become
delinquent or in default, except to the extent that (a) the validity or amount thereof is being contested in good faith by appropriate proceedings and the Borrower or such Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with GAAP or (b) the failure to make such payment would not reasonably be expected to result in a Material Adverse Effect. 

  
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 Section 5.05 Maintenance of Properties; Insurance. The Borrower will, and will cause
each of its Subsidiaries to, (a) maintain all property material to the conduct of the business of the Borrower and the Subsidiaries, taken as a whole, in good working order and condition, ordinary wear and tear excepted, and (b) maintain,
with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations (including,
without limitation, by the maintenance of adequate self-insurance reserves to the extent customary among such companies). 

Section 5.06 Books and Records; Inspection Rights. The Borrower will, and will cause each of its Subsidiaries to, keep proper
books of record and account in which complete and accurate entries, in all material respects, are made of its financial and business transactions to the extent required by GAAP and applicable law. The Borrower will, and will cause each of its
Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, at the Administrative Agent’s or such Lender’s expense (unless an Event of Default has occurred and is continuing, in which case it shall be
at the Borrower’s sole expense) upon reasonable prior notice and subject to any applicable restrictions or limitations on access to any facility or information that is classified or restricted by contract or by law, regulation or governmental
guidelines, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as
reasonably requested; provided that advance notice of any discussion with such independent accountants shall be given to the Borrower and, so long as no Event of Default shall have occurred and be continuing, the Borrower shall have the
opportunity to be present at any such discussion. The Administrative Agent and each Lender agree to keep all information obtained by them pursuant to this Section confidential in accordance with Section 9.13. 

Section 5.07 Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. 

Section 5.08 Use of Proceeds. The proceeds of the Loans may be used for payment of the purchase price and related fees and
expenses in connection with the Acquisition and for working capital and general corporate purposes of the Borrower and the Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a
violation of any of the Regulations of the Board, including Regulations T, U and X. The Borrower will not request any Borrowing, and the Borrower shall not use, or permit its Subsidiaries and its or their respective directors, officers, employees
and agents to use, the proceeds of any Borrowing (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, in
any material respect, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (c) in any other manner that would result in the
material violation of any Sanctions applicable to any party to this Agreement. 
 Section 5.09 Anti-Corruption Laws and
Sanctions. The Borrower will maintain and implement policies and procedures designed, in its reasonable business judgment, to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with
Anti-Corruption Laws and applicable Sanctions. 

  
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 Article VI 

Negative Covenants 
 From and
after the Execution Date and until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder have been paid in full (other than indemnities and other contingent
obligations not then due and payable and as to which no claim has been made), the Borrower covenants and agrees with the Lenders that: 

Section 6.01 Indebtedness. The Borrower will not permit any Non-Guarantor Subsidiary to create, incur, assume or permit to exist
any Indebtedness, except: 
 (a) Securitization Indebtedness; provided that the aggregate principal amount thereof owing to a Person
that is not the Borrower or a Subsidiary shall not exceed $1,350,000,000 at any one time outstanding; 
 (b) Indebtedness existing on the
Execution Date which is either (i) set forth on Schedule 6.01 or (ii) in a principal amount which is less than (x) $25,000,000 individually and (y) $50,000,000 in the aggregate; 

(c) Indebtedness of any Non-Guarantor Subsidiary owing to the Borrower or any Subsidiary; 

(d) Indebtedness of any Non-Guarantor Subsidiary incurred to finance the acquisition, construction, repair, development or improvement of any
fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that such
Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction, repair, development or improvement; 

(e) Indebtedness of any Non-Guarantor Subsidiary as an account party in respect of trade letters of credit; 

(f) Indebtedness of a Person existing at the time such Person becomes a Subsidiary after the Execution Date or is merged with or into the
Borrower or any Subsidiary after the Execution Date and, in each case, not incurred in contemplation of such transaction; 
 (g) other
Indebtedness of any Non-Guarantor Subsidiary; provided that the sum, without duplication, of (A) the outstanding aggregate principal amount of all such Indebtedness of any Non-Guarantor Subsidiary, plus (B) the Attributable
Debt under all Sale and Leaseback Transactions of the Borrower and the Subsidiaries permitted under Section 6.02(b) (other than Sale and Leaseback Transactions permitted by the proviso set forth therein), plus (C) the
outstanding aggregate principal amount of all Indebtedness or other obligations secured by Liens permitted under Section 6.02(a)(vi), shall not exceed 15% of Consolidated Net Tangible Assets at the time of creation, incurrence or
assumption thereof; and 
 (h) extensions, refinancings, renewals or replacements of the Indebtedness permitted by clause (b),
(d) or (f) above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than
amounts incurred to pay the costs of such extension, refinancing, renewal or replacement. 

  
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 Section 6.02 Liens and Sale and Leaseback Transactions. (a) The Borrower will
not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any Securitization Receivables in connection with any financing
transaction or series of financing transactions (including factoring arrangements), except: 
 (i) Permitted Encumbrances; 

(ii) any Lien on any property or asset of the Borrower or any Subsidiary existing on the Execution Date which is either (A) set forth on
Schedule 6.02 or (B) securing Indebtedness or other obligations in a principal amount which is less than (x) $25,000,000 individually and (y) $50,000,000 in the aggregate; 

(iii) Liens on fixed or capital assets acquired, constructed, repaired, developed or improved by the Borrower or any Subsidiary;
provided that (A) any Indebtedness secured by such Liens is incurred to finance the acquisition, construction, repair, development or improvement of such fixed or capital asset or is an extension, refinancing, renewal or replacement
thereof does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacement, (B) such Liens and the Indebtedness
secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction, repair, development or improvement and (C) such Liens shall not apply to any other property or assets of the Borrower or any
Subsidiary; 
 (iv) Securitization Transactions and Liens on the Equity Interests or assets of any Securitization Subsidiary, or Liens on
Securitization Receivables sold, contributed, financed or otherwise conveyed or pledged in connection with a Securitization Transaction, in each case, so long as the aggregate outstanding principal amount of the Securitization Indebtedness arising
therefrom or secured thereby does not exceed $1,350,000,000 at any one time; 
 (v) Liens under any Sale and Leaseback Transaction permitted
under Section 6.02(b); 
 (vi) Liens not otherwise permitted by the other clauses of this Section securing Indebtedness
or other obligations of the Borrower or any of its Subsidiaries; provided that the sum, without duplication, of (A) the aggregate principal amount of all such Indebtedness and obligations, plus (B) the outstanding aggregate
principal amount of all Indebtedness of any Non-Guarantor Subsidiary permitted under Section 6.01(g), plus (C) the Attributable Debt under all Sale and Leaseback Transactions of the Borrower and the Subsidiaries
permitted under Section 6.02(b) (other than Sale and Leaseback Transactions permitted by the proviso set forth therein), shall not exceed 15% of Consolidated Net Tangible Assets at the time of creation, incurrence or assumption of
such Lien; 
 (vii) Liens securing Indebtedness or other obligations of the Borrower or any Subsidiary in favor of the Borrower or any
Subsidiary; 
 (viii) Liens on property existing at the time such property is acquired by the Borrower or any of its Subsidiaries and not
created in contemplation of such acquisition (or on repairs, improvements, additions or accessions thereto), and Liens on the assets of any Person at the time such Person becomes a Subsidiary of the Borrower and not created in contemplation of such
Person becoming a Subsidiary of the Borrower (or on repairs, improvements, additions or accessions thereto), provided that such Liens do not extend to any other assets; 

  
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 (ix) Liens on Equity Interests in a Joint Venture owned by the Borrower or any Subsidiary
securing Joint Venture Obligations of such Joint Venture; 
 (x) Liens securing obligations under any Swap Agreement, provided that
the aggregate amount of all such obligations secured by such Liens shall not at any time exceed $200,000,000; 
 (xi) extensions, renewals
and replacements of the Liens described in clause (ii), (iii) or (viii) above, so long as there is no increase in the Indebtedness or other obligations secured thereby (other than amounts incurred
to pay costs of renewal and replacement) and no additional property (other than accessions, improvements, and replacements in respect of such property) is subject to such Lien; and 

(xii) other Liens on the assets of the Borrower or any Subsidiary securing any Indebtedness or other obligations of the Borrower or any
Subsidiary, provided that (x) in the case of any such Liens on any assets of such Subsidiary, such Subsidiary, if not already a Guarantor, shall become a Guarantor hereunder for so long as such other Indebtedness or other obligations are
secured by such Liens and (y) the Borrower or such Subsidiary, as the case may be, shall secure all the Indebtedness and other obligations under the Loan Documents equally and ratably with such other Indebtedness or other obligations for so
long as such other Indebtedness or other obligations are secured by such Liens. 
 (b) The Borrower will not, and will not permit any
Subsidiary to, enter into any Sale and Leaseback Transaction if, after giving effect to such Sale and Leaseback Transaction, the sum, without duplication, of (i) the Attributable Debt under all Sale and Leaseback Transactions of the Borrower
and the Subsidiaries, plus (ii) the outstanding aggregate principal amount of all Indebtedness of any Non-Guarantor Subsidiary permitted under Section 6.01(g), plus (iii) the outstanding aggregate principal
amount of all Indebtedness or other obligations secured by Liens permitted under Section 6.02(a)(vi), shall exceed 15% of Consolidated Net Tangible Assets at the time of consummation of such Sale and Leaseback Transaction;
provided that the Borrower or any Subsidiary may enter into any Sale and Leaseback Transaction of any fixed or capital assets acquired or constructed by the Borrower and the Subsidiaries after the Execution Date so long as such Sale and
Leaseback Transaction is consummated within 180 days after such acquisition or the completion of construction, as the case may be. 

Section 6.03 Fundamental Changes. The Borrower will not merge into or consolidate with any other Person, or permit any other
Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its consolidated assets (in each case, whether now owned or hereafter
acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing, (a) any Person may merge with or into the Borrower in a transaction
in which the Borrower is the surviving entity; and (b) the Borrower may merge with or into any other Person in a transaction in which such other Person is the surviving entity (the “Surviving Person”) so long as (i) such
Surviving Person is a corporation or other entity organized or existing under the or laws of the state of Ohio or Delaware, (ii) prior to such merger, such Person is a shell company with no liabilities, (iii) such Surviving Person assumes
the obligations of the Borrower under this Agreement and the other Loan Documents pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent and (iv) on the date of such transaction, the
Borrower delivers to the Administrative Agent a favorable written opinion of counsel for the Borrower covering such matters relating to such Surviving Person, the Loan Documents or such merger as the Administrative Agent may reasonably request,
which opinion and counsel shall be reasonably satisfactory to the Administrative Agent. 

  
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 Section 6.04 Transactions with Affiliates. The Borrower will not, and will not permit
any of its Subsidiaries to, enter into or engage in any material transaction (including any sale, lease, transfer, purchase or acquisition of property or assets) with any of its Affiliates (including MPLX and its subsidiaries), except on terms and
conditions, taken as a whole, that are substantially no less favorable to the Borrower or such Subsidiary as could be obtained on an arm’s-length basis from unrelated third parties (or, if in the good faith judgment of the Borrower’s board
of directors, no comparable transaction is available with which to compare any such transaction, such transaction, taken as a whole, is otherwise fair to the Borrower or such Subsidiary); provided that the foregoing restriction shall not
apply to (a) transactions between or among the Borrower and the Subsidiaries or between or among Subsidiaries, (b) transactions involving any employee benefit plans or related trusts of the Borrower or any of the Subsidiaries, (c) the
payment of reasonable compensation, fees and expenses to, and indemnity provided on behalf of, directors and officers of the Borrower or any Subsidiary, and (d) the MPLX Drop-Down Transactions and (e) transactions entered into with MPLX
and its subsidiaries in the ordinary course of business on terms and conditions that are fair and reasonable to the Borrower and the Subsidiaries, taking into account the totality of the relationship between the Borrower and the Subsidiaries, on the
one hand, and MPLX and its subsidiaries, on the other. 
 Section 6.05 Intentionally Omitted. 

Section 6.06 Intentionally Omitted. 

Section 6.07 Intentionally Omitted. 

Section 6.08 Maximum Consolidated Net Debt to Total Capitalization Ratio. The Borrower shall maintain, as of the last day of each
fiscal quarter commencing September 30, 2014, a ratio of Consolidated Net Debt as of such date to Total Capitalization as of such date of no greater than 0.65 to 1.00. 

Article VII 
 Events of
Default 
 If any of the following events (“Events of Default”) shall occur on or after the Execution Date and until the
Commitments have expired or terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder have been paid in full (other than indemnities and other contingent obligations not then due and payable and as to
which no claim has been made): 
 (a) the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; 
 (b) the Borrower shall fail to pay any
interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue
unremedied for a period of five Business Days; 
 (c) any representation or warranty made or deemed made by or on behalf of the Borrower or
any Subsidiary in any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or
modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made; 

  
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 (d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained
in Section 5.02, 5.03 (with respect to the Borrower’s existence) or 5.08 or in Article VI; 

(e) the Borrower or any Guarantor shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any
other Loan Document (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice thereof from the
Administrative Agent to the Borrower (which notice will be given at the request of any Lender); 
 (f) the Borrower or any Subsidiary shall
fail to make any payment in excess of $1,000,000 in the aggregate (whether of principal, interest or fees) in respect of any Material Indebtedness, when and as the same shall become due and payable, and such failure shall continue after the
applicable grace period, if any, specified in the agreement or instrument relating to such Material Indebtedness; 
 (g) any event or
condition occurs that results in (x) any Indebtedness under the Revolving Credit Agreement becoming due prior to its scheduled maturity or (y) any other Indebtedness that constitutes Material Indebtedness becoming due prior to its
scheduled maturity, provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; 

(h) an involuntary proceeding shall be commenced, or an involuntary petition shall be filed, in any court of competent jurisdiction seeking
(i) liquidation, reorganization or other relief in respect of the Borrower or any Significant Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar
law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Significant Subsidiary or for a substantial part of its assets, and, in any such
case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered by such court; 

(i) the Borrower or any Significant Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any
Significant Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or
(vi) take any corporate action for the purpose of effecting any of the foregoing; 
 (j) the Borrower or any Significant Subsidiary
shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; 
 (k) one or more final
judgments (whether or not appealable) for the payment of money in an aggregate amount in excess of $100,000,000 (to the extent not covered by independent third-party insurance (other than normal deductibles) as to which the insurer has been notified
of such judgment and has not issued a notice denying coverage thereof) shall be rendered by a court of competent jurisdiction against the Borrower, any Subsidiary or any combination thereof, and either (i) the same shall remain undischarged or
unsatisfied for a period of 45 consecutive days (or 60 consecutive days in the case of judgments rendered in foreign jurisdictions outside of the United States of America and the District of Columbia) during which execution shall not be effectively
stayed (it being understood that, for the purposes of this clause (k), “independent third-party insurance” shall include industry mutual insurance 

  
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companies in which the Borrower or any Subsidiary has an ownership interest) or (ii) any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the
Borrower or any Subsidiary to enforce any such judgment; 
 (l) an ERISA Event shall have occurred that, when taken together with all other
ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; 
 (m) other than as a result of
(i) the termination of the obligations of any Guarantor under a Subsidiary Guarantee pursuant to the terms thereof or pursuant to Section 9.09, (ii) the exchange or replacement of any promissory note hereunder (with
respect to the previously existing promissory note which was so exchanged or replaced), (iii) the agreement of the Required Lenders or all Lenders, as may be required hereunder, or (iv) in accordance with the other provisions of this
Agreement, the expiration or termination of the Commitments, the payment in full of the principal and interest on each Loan and all fees payable hereunder, any Loan Document (or any material provision thereof), at any time after its execution and
delivery, ceases to be in full force and effect or is declared by a court of competent jurisdiction to be null and void, invalid or unenforceable; or the Borrower or any Guarantor denies in writing that it has any liability or obligation thereunder,
or purports to revoke, terminate or rescind any Loan Document (other than pursuant to the terms hereof or thereof); or 
 (n) a Change in
Control shall occur; 
 then, and in every such event (other than an event with respect to the Borrower described in clause (h) or
(i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent shall at the request, or may with the consent of the Required Lenders, by notice to the Borrower, take either or both
of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in
which case any principal not so declared to be due and payable may thereafter (at any time during the continuance of such event) be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together
with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived
by the Borrower. 
 Article VIII 

The Administrative Agent 
 Each
of the Lenders hereby irrevocably appoints the entity named as the Administrative Agent to act as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. 

The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to, own 

  
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securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if
it were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. 
 The Administrative Agent shall
not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative
Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an
administrative relationship between contracting parties), (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated
hereby and by the other Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent
shall believe in good faith to be necessary, under the circumstances as provided in Section 9.02), provided that the Administrative Agent shall not be required to take any action that, in its opinion, could expose the
Administrative Agent to liability or is contrary to any Loan Document or applicable law, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Borrower or any of its Subsidiaries or other Affiliates that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent
shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good
faith to be necessary, under the circumstances as provided in Section 9.02) or unless a court of competent jurisdiction shall have determined by a final, nonappealable judgment that the Administrative Agent was grossly negligent
or acted with willful misconduct in taking or not taking any such action. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a
Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the
sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein,
other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 
 The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed or sent by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof). The
Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the
signatory, sender or authenticator thereof), and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender,
the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of


  
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such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 
 The Administrative Agent may
perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its
rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the Facility as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent
that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. 

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor approved by the Borrower (such approval not to be unreasonably withheld, conditioned or
delayed); provided that no approval of the Borrower shall be necessary if an Event of Default has occurred and is continuing. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within
30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New
York, or an Affiliate of any such bank; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. 

If the Person serving as the Administrative Agent becomes a Defaulting Lender pursuant to clause (d) of the definition
thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person, remove such Person as Administrative Agent (the effectiveness thereof being subject to the following sentence) and
appoint a successor in accordance with the immediately preceding paragraph. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after delivery of such notice (or such earlier
day as shall be agreed to by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date, whereupon, on the date of
effectiveness of such removal, (a) the removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (b) the Required Lenders shall succeed to and become vested with all
the rights, powers, privileges and duties of the removed Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other
than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender. 

Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested
with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation or removal hereunder, the provisions of this
Article and Section 9.03 shall continue in effect for the benefit of such 

  
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retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as
Administrative Agent. 
 Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other
Lender or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any other Lender or any of the Related Parties of any of the foregoing, and based on such documents and information as it shall from time to time deem appropriate, continue to
make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement or any document furnished hereunder or thereunder. 

Each Lender, by delivering its signature page to this Agreement, or delivering its signature page to an Assignment and Assumption or any other
Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or
satisfactory to, the Administrative Agent or the Lenders on the Execution Date that has been made available by the Administrative Agent to the Lenders. 

Each Arranger and each institution identified as a “Syndication Agent”, “Documentation Agent” or “Joint Lead Arranger
and Bookrunner” on the cover page to this Agreement shall have no obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity. 

Article IX 
 Miscellaneous 

Section 9.01 Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone
or electronic mail (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered
mail or sent by fax, as follows: 
 (i) if to the Borrower, to it at Marathon Petroleum Corporation, 539 South Main Street, Findlay, Ohio
45840, Attention of Chief Financial Officer (Fax No. (419) 421-2540) (Email: detemplin@marathonpetroleum.com); 
 (ii) if to the
Borrower or any Subsidiary in respect of any service of process to be delivered to the Borrower or such Subsidiary, to the Borrower or such Subsidiary at Marathon Petroleum Corporation, 539 South Main Street, Findlay, Ohio 45840, Attention of
General Counsel (Fax No. (419) 421-3124) (Email: jmwilder@marathonpetroleum.com ); 
 (iii) if to the Administrative Agent, to The
Royal Bank of Scotland plc., RBS Americas HQ, 600 Washington Boulevard, Stamford, Connecticut 06901, Attention of Damon Matthews (Fax No. 203-873-5300) (Email: damon.matthews@rbs.com), with a copy to GBMNAAgency@rbs.com; 

(iv) if to any other Lender, to it at its address (or fax number or email) set forth in its Administrative Questionnaire. 

  
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 (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications (including email and Internet and intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices under Article II to any Lender if
such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 

(c) Any party hereto may change its address, fax number or electronic mail address for notices and other communications hereunder by notice to
the other parties hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by fax shall be deemed to have been given when sent (except that,
if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient); and notices delivered through electronic communications to the extent provided in
paragraph (b) below shall be effective as provided in such paragraph. 
 (d) The Borrower agrees that the
Administrative Agent may, but shall not be obligated to, make any Communication by posting such Communication on Debt Domain, Intralinks, Syndtrak or a similar electronic transmission system (the “Platform”). The Platform is
provided “as is” and “as available”. Neither the Administrative Agent nor any of its Related Parties warrants, or shall be deemed to warrant, the adequacy of the Platform and expressly disclaim liability for errors or omissions
in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is
made, or shall be deemed to be made, by the Administrative Agent or any of its Related Parties in connection with the Communications or the Platform. 

Section 9.02 Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right
or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of
this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender may have
had notice or knowledge of such Default at the time. 
 (b) None of this Agreement, any other Loan Document or any provision hereof or
thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the
consent of the Required Lenders and, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with
the consent of the Required Lenders; provided that (subject to Section 2.19 with respect to any Defaulting Lender) no such agreement shall (i) increase the Commitment of any Lender without the written consent of such
Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees or other amounts (to the extent that such other amounts are then due and payable) payable hereunder, without the


  
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written consent of each Lender affected thereby, (iii) (A) modify, waive or amend Section 4.02(g) or the definition of “Outside Closing Date” without the
written consent of each Lender, or (B) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone
the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.17(b) or 2.17(c) in a manner that would alter the pro rata sharing of
payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the percentage set forth in the definition of “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender, (vi) change any of the provisions of
Section 2.19, without the prior written consent of the Required Lenders and the Administrative Agent, or (vii) release any material Guarantor from its Subsidiary Guarantee, except as provided in
Section 9.09, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior
written consent of the Administrative Agent. 
 Section 9.03 Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay
(i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of one outside counsel for the Administrative
Agent and the Arrangers (and, if necessary, one firm of local and regulatory counsel in each appropriate jurisdiction and regulatory field, as applicable, at any one time for the Administrative Agent, the Arrangers and their respective Affiliates
taken as a whole) in connection with the syndication of the Facility, the preparation and administration of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not
the transactions contemplated hereby or thereby shall be consummated), and (ii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative
Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including
all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. 
 (b) The Borrower
shall indemnify the Administrative Agent (and any sub-agent thereof) and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages and liabilities (and shall reimburse each Indemnitee upon demand for any reasonable legal or other expenses incurred by such Indemnitee in connection with investigating or defending any of the foregoing),
incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of
their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any
property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto and regardless of whether brought by a third party or by the Borrower or any of its
Affiliates and regardless of any exclusive or contributory negligence of any Indemnitee; provided that (i) the foregoing indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses are found by a final, non-appealable judgment of a court of competent jurisdiction to arise out of or in connection with the willful misconduct or gross negligence of such Indemnitee or the material breach by such Indemnitee of
the express terms of the Loan 

  
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Documents; (ii) the Borrower shall not, in connection with any such proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate
law firm (and, if necessary, one firm of local and regulatory counsel in each appropriate jurisdiction and regulatory field, as applicable, at any one time for the Indemnitees as a whole; provided that in the case of a conflict of interest
where the Indemnitee affected by such conflict informs the Borrower of such conflict, the Borrower shall be responsible for the reasonable fees and expenses of one firm of counsel (and, if necessary, one firm of local and regulatory counsel in each
appropriate jurisdiction and regulatory field, as applicable) for each such affected Indemnitee); (iii) each Indemnitee shall consult with the Borrower from time to time at the request of the Borrower regarding the conduct of the defense in any
such proceeding (other than in respect of proceedings in which the Borrower or any of its Affiliates is a party adverse to such Indemnitee); and (iv) the Borrower shall not be obligated to pay an amount of any settlement entered into without
its consent (which shall not be unreasonably withheld). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. 

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent (or any sub-agent thereof)
or any Related Party of any of the foregoing under paragraph (a) or (b) of this Section (and without limiting the Borrower’s obligation to do so), each Lender severally agrees to pay to the Administrative
Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or
against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. 

(d) To the extent permitted by applicable law and without limiting in any way the Borrower’s reimbursement or indemnification obligations
set forth in paragraph (a) or (b) of this Section or the Lenders’ payment obligations set forth in paragraph (c) of this Section, no party hereto shall assert, or permit any of its
Affiliates or Related Parties to assert, and each party hereto hereby waives, any claim against each other such Person (and, in the case of the Borrower, any Indemnitee), on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby,
any Loan or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through electronic, telecommunications or other
information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. 

(e) All amounts due under this Section shall be payable promptly after written demand therefor. 

Section 9.04 Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby, except that (i) except as expressly provided in Section 6.03, the Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations
hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants
(to the extent provided in paragraph (c) of this Section), the Arrangers and, to the 

  
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extent expressly contemplated hereby, the sub-agents of the Administrative Agent and the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy
or claim under or by reason of this Agreement. 
 (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below,
any Lender may assign to one or more assignees (other than a natural person, the Borrower or any Subsidiary or other Affiliate thereof or any Defaulting Lender) all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed, except that at all times prior to the funding of Loans required to be funded
pursuant to Section 2.01 by a Lender, the Borrower in the exercise of its sole discretion may withhold or grant its consent to a proposed assignment by such Lender) of: 

(A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to (x) a Lender, an
Affiliate of a Lender or an Approved Fund or (y) if an Event of Default has occurred and is continuing, any other assignee; and provided further that reference is hereby made to the penultimate sentence of Section 9.04(b)(ii)
for further provisions governing consent by the Borrower; and 
 (B) the Administrative Agent; provided that no
consent of the Administrative Agent shall be required for an assignment of any Commitment to any Lender, any Affiliate of a Lender or any Approved Fund. 

(ii) Assignments shall be subject to the following additional conditions: 

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the
entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 unless each of the Borrower and the Administrative Agent otherwise consent (not to be unreasonably withheld or delayed); provided that no such consent of
the Borrower shall be required if an Event of Default has occurred and is continuing; 
 (B) each partial assignment shall be
made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and the Commitment assigned; 

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together
with a processing and recordation fee of $3,500; 
 (D) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their related
parties or the respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws; and 

  
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 (E) the assignee, if it shall not be a Lender, shall be required to execute and
deliver the applicable forms to the extent required under Section 2.16(f) for any Lender, and no assignment shall be effective in connection herewith unless and until such forms are so delivered. 

If the consent of the Borrower is required pursuant to this Section 9.04(b) in connection with any assignment after the
funding of the Loans pursuant to Section 2.01, then the Borrower shall be deemed to have provided such consent unless it has notified the Administrative Agent of its refusal to give such consent within ten Business Days following
the Borrower receiving a written request for such consent with respect to such assignment. 
 For the purposes of this
Section 9.04(b), the term “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary
course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective
date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and
the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03).
Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (c) of this Section. 
 (iv) The Administrative Agent, acting for
this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative
Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 
 (v) Upon its
receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and the applicable forms to the extent required under
Section 2.16(f) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not be required
to accept such Assignment and Assumption or record the information therein in the Register if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section or is otherwise not in
proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any
defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee; provided further that if 

  
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either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Sections 2.06(b), 2.17(d) or
9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all
accrued interest thereon. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section with
respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and
Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is eligible to be a Lender hereunder. No assignment shall be effective for purposes of this Agreement unless it has been recorded
in the Register as provided in this paragraph. 
 (c) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell
participations to one or more banks or other entities (other than a natural person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, or the Borrower or any Subsidiary or other
Affiliate thereof or any Defaulting Lender) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it);
provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the
Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a
Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document;
provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the second proviso to Section 9.02(b)
(other than clause (vi) thereof to the extent that any applicable change to Section 2.19 pursuant to such clause (vi) would not result in any of the changes referred to in the other clauses of
such second proviso) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 (subject to the requirements and limitations
therein, including the requirements under Section 2.16(f) (it being understood that the documentation required under Section 2.16(f) shall be delivered to the participating Lender)) to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that (A) such Participant agrees to be subject to the provisions of Sections 2.16 (including
Section 2.16(f)), 2.17 and 2.18 as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; (B) such Participant shall not be
entitled to receive any greater payment under Sections 2.14 or 2.16, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a
greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation, and (C) the Borrower shall be notified promptly by the applicable Lender of each participation sold by such Lender to a
Participant pursuant to this paragraph. A Participant that fails to comply with the preceding sentence shall not be entitled to any of the benefits of Sections 2.14, 2.15 and 2.16. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.17(c) as though it were a Lender. Each Lender
that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each
Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to
any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, 

  
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Loans or its other obligations under any Loan Document) except to the Borrower as provided above and to the extent that such disclosure is necessary to establish that such Commitment, Loan or
other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative
Agent) shall have no responsibility for maintaining a Participant Register. 
 (d) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank having jurisdiction over such Lender,
and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such
pledgee or assignee for such Lender as a party hereto. 
 Section 9.05 Survival. All covenants, agreements, representations and
warranties made by the Borrower and the other Loan Parties herein and in the other Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or
any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any
Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.14, 2.15,
2.16 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Commitments or the termination of this Agreement or any provision hereof. 
 Section 9.06 Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single
contract. This Agreement, any other Loan Documents and any separate letter agreements referred to in Section 4.01(e) and any other letter agreements with respect to fees payable to the Administrative Agent constitute the entire
contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns; provided that the obligations of the Lenders to make Loans hereunder are subject to the satisfaction or waiver of the conditions set forth in
Section 4.02. Delivery of an executed counterpart of a signature page of this Agreement by fax or electronic transmission (in .pdf form) shall be effective for all purposes as delivery of a manually executed counterpart of this
Agreement. 
 Section 9.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 

  
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 Section 9.08 Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any of and all the
obligations of the Borrower existing under this Agreement held by such Lender or their respective Affiliates which are then due and payable, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement and
although such obligations of the Borrower are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective
Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or its respective Affiliates may have. Each Lender agrees to promptly notify the Borrower and the Administrative Agent
after any such setoff and application by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application. 

Section 9.09 Subsidiary Guarantees. The Borrower may (but is not required to), at any time upon three Business Days’ notice
to the Administrative Agent, cause any of its Subsidiaries organized under the laws of the United States of America, any State thereof or the District of Columbia to become a Guarantor by such Subsidiary executing and delivering to the
Administrative Agent a Subsidiary Guarantee, together with such evidence of authority and opinions (which may be opinions of in-house counsel) as the Administrative Agent may reasonably request. So long as no Default has occurred and is continuing
(or would result from such release), (i) if all of the Equity Interests in a Guarantor that are owned by the Borrower or a Subsidiary are sold or otherwise disposed of in a transaction or transactions permitted by this Agreement or (ii) in
the event that, immediately after giving effect to the release of any Guarantor’s Subsidiary Guarantee, all of the Indebtedness of the Non-Guarantor Subsidiaries is permitted under Section 6.01, then, in each case, promptly
following the Borrower’s request, the Administrative Agent shall execute a release of such Guarantor from its Subsidiary Guarantee. 

Section 9.10 Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance
with and governed by the law of the State of New York. 
 (b) Each party hereto hereby irrevocably and unconditionally submits, for itself
and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each party hereto hereby agrees that it will not commence any action, litigation or proceeding of
any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any other party hereto or any Related Party of any such party in any way relating to this Agreement or any other Loan Document or transactions
relating hereto or thereto, in any other forum. Each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined solely in such New York State or, to the
extent permitted by law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law. 
 (c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this
Section. Each party hereto hereby irrevocably 

  
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waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in
this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 

Section 9.11 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

Section 9.12 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only,
are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 

Section 9.13 Confidentiality. (a) Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of
the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) upon the request or demand of any regulatory authority (including any
self-regulatory authority) having or purporting to have jurisdiction over the Administrative Agent or such Lender, as applicable, or its Affiliates (in which case such Person shall, except with respect to any audit or examination conducted by bank
accountants or any governmental bank regulatory authority exercising examination or regulatory authority, (i) promptly notify the Borrower in advance of such disclosure, to the extent permitted by law, and (ii) so furnish only that portion
of such information which the applicable Person is legally required to disclose), (c) to the extent required by any legal, judicial, administrative proceeding or other process or otherwise as required by applicable law or regulations (in which
case the Administrative Agent or such Lender, as applicable, shall (i) promptly notify the Borrower in advance of such disclosure, to the extent permitted by law, and (ii) so furnish only that portion of such information which the
applicable Person is legally required to disclose), (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of
rights hereunder, (f) subject to an agreement containing provisions no less restrictive than those of this Section, (i) to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or
obligations under this Agreement and (ii) any actual or prospective party (or its Related Parties), surety, reinsurer, guarantor or credit liquidity enhancer (or their advisors) to or in connection with any swap, derivative or other similar
transaction under which payments are to be made by reference to the Obligations or to the Borrower and its obligations or to this Agreement or payments hereunder, (g) with the consent of the Borrower or (h) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower


  
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or any of its Affiliates; provided that (notwithstanding the foregoing) no such nonpublic information which contains projections or forecasts with respect to the Borrower or any of its
Affiliates shall be disclosed, disseminated or otherwise made available pursuant to clause (f) above. For the purposes of this Section, “Information” means all information received from the Borrower, MPLX GP, MPLX
or any of the subsidiaries of the foregoing relating to the Borrower or any of its Affiliates (including, for the avoidance of doubt, MPLX GP, MPLX and any of their respective subsidiaries) or their business, other than any such information that is
available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any of its Affiliates. Any Person required to maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 

(b) EACH LENDER ACKNOWLEDGES THAT INFORMATION (AS DEFINED IN Section 9.13(a)) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY
INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL
HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS. 

(c) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT
TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER
REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE
PROCEDURES AND APPLICABLE LAW. 
 Section 9.14 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if
at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate
(the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section
shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds
Effective Rate to the date of repayment, shall have been received by such Lender. 
 Section 9.15 USA PATRIOT Act. Each Lender
that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby notifies the Borrower and the Guarantors that pursuant to the requirements of the Act, it
is required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information includes the name and address of the Borrower and each Guarantor and other information that will allow such Lender to identify
the Borrower and the Guarantors in accordance with the Act. This notice is given in 

  
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accordance with the requirements of the Act and is effective for the Administrative Agent and each Lender. 

Section 9.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby
(including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that:
(i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Party and their
respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to
the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents;
(ii) (A) each of the Administrative Agent, the Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an
advisor, agent or fiduciary for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) none of the Administrative Agent, the Arrangers or any Lender has any obligation to the Borrower, any other
Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the
Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and none of the Administrative Agent, the
Arrangers or any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby
waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated
hereby. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written. 
  

					
	MARATHON PETROLEUM CORPORATION
		
	By:	 	 /s/ Timothy T. Griffith

		 	Name:	 	Timothy T. Griffith
		 	Title:	 	Vice President, Finance and Investor Relations, and Treasurer



  
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	THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent
		
	By:	 	 \s\ Matthew Main

		 	Name:	 	Matthew Main
		 	Title:	 	Authorised Signatory



  
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	THE ROYAL BANK OF SCOTLAND FINANCE (IRELAND)
			
	By:	 	\s\ Paul Mitchell	 	\s\ L. O’Connell
		 	 Name:
 Title:
	 	 Paul Mitchell
 Director
	 	 Name:
 Title:
	 	 L. O’Connell
 Director




  
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	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
		
	By:	 	 \s\ Maria Ferradas

		 	Name:	 	Maria Ferradas
		 	Title:	 	Vice President



  
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	BARCLAYS BANK PLC
		
	By:	 	 \s\ Irina Dimova

		 	Name:	 	Irina Dimova
		 	Title:	 	Vice President



  
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	CITIBANK, N.A.
		
	By:	 	 \s\ Andrew Sidford

		 	Name:	 	Andrew Sidford
		 	Title:	 	Vice President



  
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	MORGAN STANLEY BANK, N.A.
		
	By:	 	 \s\ Michael King

		 	Name:	 	Michael King
		 	Title:	 	Authorized Signatory



  
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	BANK OF AMERICA, N.A.
		
	By:	 	 \s\ Bryan Heller

		 	Name:	 	Bryan Heller
		 	Title:	 	Director



  
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	THE BANK OF NOVA SCOTIA
		
	By:	 	 \s\ J. Frazell

		 	Name:	 	J. Frazell
		 	Title:	 	Director



  
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	BNP PARIBAS
		
	By	 	 \s\ Joe Onischuk

		 	Name:	 	Joe Onischuk
		 	Title:	 	Managing Director
		
	By	 	 \s\ Joanna Lau

		 	Name:	 	Joanna Lau
		 	Title:	 	Vice President



  
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	DNB CAPITAL LLC
		
	By	 	 \s\ Joe Hykle

		 	Name:	 	Joe Hykle
		 	Title:	 	Senior Vice President
		
	By	 	 \s\ Jill Ilski

		 	Name:	 	Jill Ilski
		 	Title:	 	First Vice President



  
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	FIFTH THIRD BANK
		
	By:	 	 \s\ Matthew Lewis

		 	Name:	 	Matthew Lewis
		 	Title:	 	Vice President



  
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	GOLDMAN SACHS BANK USA
		
	By:	 	 \s\ Rebecca Kratz

		 	Name:	 	Rebecca Kratz
		 	Title:	 	Authorized Signatory



  
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	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 \s\ Dave Katz

		 	Name:	 	Dave Katz
		 	Title:	 	Executive Director



  
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	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	 \s\ Thomas E. Redmond

		 	Name:	 	Thomas E. Redmond
		 	Title:	 	Senior Vice President



  
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	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 \s\ John Prigge

		 	Name:	 	John Prigge
		 	Title:	 	Vice President



  
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	WELLS FARGO BANK, N.A.
		
	By:	 	 \s\ Borden Tennant

		 	 Name:
 Title:
	 	 Borden Tennant
 Assistant Vice
President




  
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	THE BANK OF NEW YORK MELLON
		
	By:	 	 \s\ Hussam S. Alsahlani

		 	Name:	 	Hussam S. Alsahlani
		 	Title:	 	Vice President



  
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	THE NORTHERN TRUST COMPANY
		
	By:	 	 \s\ John DiLeggee

		 	Name:	 	John DiLegge
		 	Title:	 	Vice President



  
 Signature Page to Term
Loan Agreement 








 
					
	RIYAD BANK, HOUSTON AGENCY
		
	By	 	 \s\ Paul N. Travis

		 	Name:	 	Paul N. Travis
		 	Title:	 	VP & Head of Corporate Finance
		
	By	 	 \s\ Tim Hartnett

		 	Name:	 	Tim Hartnett
		 	Title:	 	VP & Administrative Officer



  
 Signature Page to Term
Loan Agreement 








 Schedule 1.01 

Description of MPLX Drop-Down Transactions 

MPLX Drop Down Transactions 
 Any potential acquisition by
MPLX or one of its subsidiaries of any of the following midstream assets owned or leased by the Borrower or any Subsidiary: 
  

	 	•	 	The ownership interest in MPLX Pipe Line Holdings LP that is retained by Borrower or any Subsidiary following the initial public offering of limited partnership units of MPLX; 


 

	 	•	 	crude oil, refined product and other hydrocarbon-based product pipelines; 

  

	 	•	 	liquefied petroleum gas storage facilities; 

  

	 	•	 	tank farm, terminals and other assets or facilities used in the storage of crude oil, refined products or other hydrocarbon-based products; 


 

	 	•	 	owned and/or leased transport trucks or rail cars; 

  

	 	•	 	marine assets, including owned and/or leased towboats and barges; and 

  

	 	•	 	interests of Borrower or any Subsidiary in joint-interest pipelines or terminals or in joint venture entities that primarily own or operate any of the foregoing assets. 


Any relinquishment, resetting or other adjustment to the right of Borrower or any Subsidiary to receive incentive distribution payments from MPLX in
connection with any acquisition of assets by MPLX or any of its subsidiaries. 

  
 Schedule 1.01 – Page
1 








 Schedule 2.01 

Commitments 
  

					
	 Lender
	  	Commitment	 
	 The Royal Bank of Scotland Finance (Ireland)
	  	$	60,000,000.00	  
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	  	 	60,000,000.00	  
	 Barclays Bank PLC
	  	 	50,000,000.00	  
	 Citibank, N.A.
	  	 	50,000,000.00	  
	 Morgan Stanley Bank, N.A.
	  	 	50,000,000.00	  
	 Bank of America, N.A.
	  	 	35,000,000.00	  
	 The Bank of Nova Scotia
	  	 	35,000,000.00	  
	 BNP Paribas
	  	 	35,000,000.00	  
	 DNB Capital LLC
	  	 	35,000,000.00	  
	 Fifth Third Bank
	  	 	35,000,000.00	  
	 Goldman Sachs Bank USA
	  	 	35,000,000.00	  
	 JPMorgan Chase Bank, N.A.
	  	 	35,000,000.00	  
	 PNC Bank, National Association
	  	 	35,000,000.00	  
	 U.S. Bank National Association
	  	 	35,000,000.00	  
	 Wells Fargo Bank, N.A.
	  	 	35,000,000.00	  
	 The Bank of New York Mellon
	  	 	30,000,000.00	  
	 The Northern Trust Company
	  	 	25,000,000.00	  
	 Riyad Bank, Houston Agency
	  	 	25,000,000.00	  
		  	  
	  
	 
	 Total
	  	$	700,000,000.00	  
		  	  
	  
	 


  
 Schedule 2.01 – Page
1 








 Schedule 3.05 

Disclosed Matters 
 None. 

  
 Schedule 3.05 – Page
1 








 Schedule 3.11 

Subsidiaries 
 I. Subsidiaries of the
Borrower and jurisdictions of organization. 
  

			
	 SUBSIDIARY
	  	 JURISDICTION

	Blanchard Holdings Company LLC	  	Delaware
	Blanchard Pipe Line Company LLC	  	Delaware
	Blanchard Refining Company LLC	  	Delaware
	Blanchard Terminal Company LLC	  	Delaware
	Bonded Oil Company	  	Delaware
	Buckeye Assurance Corp.	  	Vermont
	Catlettsburg Refining, LLC	  	Delaware
	Green Bay Terminal Corporation	  	Wisconsin
	Hardin Assurance Ltd.	  	Bermuda
	Hardin Street Holdings LLC	  	Delaware
	Hardin Street Marine LLC	  	Delaware
	Hardin Street Terminals LLC	  	Delaware
	Hardin Street Transportation LLC	  	Delaware
	Lincoln Pipeline LLC	  	Delaware
	Mannheim Terminal and Warehousing Service Company	  	Illinois
	Marathon Canada Marketing, Ltd.	  	Delaware
	Marathon Carbon Management LLC	  	Delaware
	Marathon Domestic LLC	  	Delaware
	Marathon Petroleum Company Canada, Ltd.	  	Alberta
	Marathon Petroleum Company LP	  	Delaware
	Marathon Petroleum Logistics Services LLC	  	Delaware
	Marathon Petroleum Service Company	  	Delaware
	Marathon Petroleum Supply LLC	  	Delaware
	Marathon Petroleum Trading Canada LLC	  	Delaware
	Marathon Pipe Line Company	  	Nevada
	Marathon PrePaid Card LLC	  	Ohio
	Marathon Renewable Fuels Corp.	  	Delaware
	Marathon Renewable Supply LLC	  	Delaware
	Mid-Valley Supply LLC	  	Delaware
	MPC Investment Fund, Inc.	  	Delaware
	MPC Investment LLC	  	Delaware
	MPC Loop Holdings LLC	  	Delaware
	MPC Trade Receivables Company LLC	  	Delaware
	MPL Investment LLC	  	Delaware
	MPL Louisiana Holdings LLC	  	Delaware
	MPLX Logistics Holdings LLC	  	Delaware
	Muskegon Pipeline LLC	  	Delaware


  
 Schedule 3.11 – Page
1 









			
	Niles Properties LLC	  	Delaware
	South Houston Green Power, LLC	  	Delaware
	Speedway LLC	  	Delaware
	Speedway Petroleum Corporation	  	Delaware
	Speedway Prepaid Card LLC	  	Ohio
	Speedway.com LLC	  	Delaware
	Starvin Marvin, Inc.	  	Delaware
	Williston Basin Pipe Line LLC	  	Delaware

 II. Description of any outstanding options, warrants, rights of conversion or purchase of similar rights. 

None. 

  
 Schedule 3.11 – Page
2 








 Schedule 6.01 

Existing Indebtedness 
 None. 

  
 Schedule 6.01 – Page
1 








 Schedule 6.02 

Existing Liens 
 None. 

  
 Schedule 6.02 – Page
1 








 EXHIBIT A 

ASSIGNMENT AND ASSUMPTION 
 This
Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms
used but not defined herein shall have the meanings given to them in the Term Loan Agreement identified below (as amended, supplemented or otherwise modified from time to time, the “Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment
and Assumption as if set forth herein in full. 
 For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Agreement, as of the Effective Date inserted by the Administrative Agent as
contemplated below, (a) all of the Assignor’s rights and obligations in its capacity as a Lender under the Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage
interest identified below of all of such outstanding rights and obligations of the Assignor under the credit facility provided for under the Agreement (including any Guarantees made pursuant to, such credit facility) and (b) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Agreement, any
other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other
claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively
as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 

 

							
	1.	  	Assignor:	    	  
	  	
				
	2.	  	Assignee:	    	  
	  	
		  		    	[and is [a Lender] [an Affiliate/Approved Fund of [Identify Lender]]]1
			
	3.	  	Borrower:	    	Marathon Petroleum Corporation, a Delaware corporation
			
	4.	  	Administrative Agent:	    	The Royal Bank of Scotland plc, as the administrative agent under the Agreement
			
	5.	  	Agreement:	    	The Term Loan Agreement dated as of August 26, 2014, among Marathon Petroleum Corporation, the Lenders parties thereto and The Royal Bank of Scotland plc, as Administrative Agent

  
  

	1 	Select as applicable. 


  
 Exhibit A – Page 1










							
			
	6.	  	Assigned Interest:	  	

  

									
	
Aggregate Amount of
Commitment/Loans for all
Lenders
	  	Amount of Commitment/
Loans Assigned	 	  	Percentage Assigned of
Commitment/Loans2	 
	 $            
	  	$	            	  	  	 	 	% 
	 $            
	  	$	            	  	  	 	 	% 
	 $            
	  	$	            	  	  	 	 	% 

 Effective Date:                  ,
20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 

The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates
one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such
information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 
 The terms set
forth in this Assignment and Assumption are hereby agreed to: 
  

			
	 ASSIGNOR
 [NAME OF
ASSIGNOR]

		
	By:	 	  

		 	Name:
		 	Title:
	
	 ASSIGNEE
 [NAME OF
ASSIGNEE]

		
	By:	 	  

		 	Name:
		 	Title:


  
  

	2 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 


  
 Exhibit A – Page 2










			
	[Consented to and]3 Accepted:
	
	THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent
		
	By:	 	  

		 	Name:
		 	Title:
	
	[Consented to:]4
	
	MARATHON PETROLEUM CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:

  
  

	3 	To be added only if the consent of the Administrative Agent is required by the terms of the Agreement. 


	4 	To be added only if the consent of the Borrower is required by the terms of the Agreement. 


  
 Exhibit A – Page 3









 ANNEX 1 TO 

ASSIGNMENT AND ASSUMPTION 
 STANDARD
TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION 
  

	 	1.	Representations and Warranties. 

 1.1 Assignor. The Assignor (a) represents
and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Agreement or any other Loan Document, other than statements made by it herein, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Agreement or any other Loan Document, (iii) the financial condition of the Borrower, any of its Subsidiaries or other Affiliates or any other Person obligated in respect of the Agreement or (iv) the performance or observance by the
Borrower, any of its Subsidiaries or other Affiliates or any other Person of any of their respective obligations under the Agreement or any other Loan Document. 

1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Agreement, (ii) it satisfies the requirements specified in the Agreement that are required
to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Agreement as a Lender thereunder and, to the extent of the Assigned
Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such
other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision
independently and without reliance on the Assignor, the Administrative Agent, the Arrangers or any other Lender, (v) if it is a U.S. Person, attached hereto is an executed original of IRS Form W-9 certifying that it is exempt from U.S. Federal
backup withholding tax, duly completed and executed by the Assignee, and (vi) if it is a Non-U.S. Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Assignor, the Administrative Agent, the Arrangers or any other Lender, and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under the Agreement and the other Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Agreement
are required to be performed by it as a Lender. 
 2. Payments. From and after the Effective Date, the Administrative Agent shall
make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to or on or after the Effective Date. The Assignor and the Assignee
shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves. 

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This 

  
 Exhibit A – Page 4









 
Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), which together shall constitute one instrument. Delivery of an
executed counterpart of a signature page of this Assignment and Assumption by facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption shall be governed by, and construed in accordance with, the laws of the State of New York. 

  
 Exhibit A – Page 5









 EXHIBIT B 

FORM OF BORROWING REQUEST 
 The Royal Bank of
Scotland plc 
 as Administrative Agent under the 
 Agreement
referred to below 
 [                    ] 

[                    ] 

[                    ] 

Attention: [                    ] 

                 , 20     

 

	 	Re:	Marathon Petroleum Corporation 

 Reference is made to the Term Loan Agreement dated as of
August 26, 2014 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Marathon Petroleum Corporation, a Delaware corporation (“Borrower”), the Lenders parties thereto and
The Royal Bank of Scotland plc, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Agreement. 

The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.03 of the Agreement that the Borrower hereby requests a
Borrowing and, in that connection, sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.03 of the Agreement: 

(a) the aggregate principal amount of the Proposed Borrowing is
$            ;1 

(b) the date of the Proposed Borrowing is             ,
20     (the “Funding Date”);2 

(c) the Proposed Borrowing is [an ABR Borrowing] [a Eurodollar Borrowing]; 

(d) [such Eurodollar Borrowing shall have an initial Interest Period of [one] [two] [three] [six] month[s];] and 

(e) the funds of the Proposed Borrowing are to be disbursed to [Account Name and Number]. 

The undersigned hereby certifies as follows: 

(a) the representations and warranties of the Loan Parties set forth in the Agreement and the other Loan Documents are true and
correct in all material respects on and as of the Funding Date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the Funding Date such representations and 

 

	1 	For any Eurodollar Borrowing, such Proposed Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. For an ABR Borrowing, such Proposed Borrowing shall be an
integral multiple of $1,000,000 and not less than $1,000,000, except as permitted by Section 2.02(c) of the Agreement. 


	2 	Such Funding Date must be a Business Day. 


  
 Exhibit B – Page 1









 
warranties continue to be true and correct in all material respects as of such specified earlier date; provided that in each case, such materiality qualifier is not be applicable to any
representations and warranties that already are qualified or modified by materiality in the text thereof; and 
 (b) at the
time of and immediately after giving effect to the Proposed Borrowing on the Funding Date, no Default has occurred and is continuing. 
  

			
	MARATHON PETROLEUM CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:



  
 Exhibit B – Page 2









 EXHIBIT C 

FORM OF INTEREST ELECTION REQUEST 
 The Royal
Bank of Scotland plc 
 as Administrative Agent under the 

Agreement referred to below 

[                    ] 

[                    ] 

[                    ] 

Attention: [                    ] 

                 , 20     

 

	 	Re:	Marathon Petroleum Corporation 

 Reference is made to the Term Loan Agreement dated as of
August 26, 2014 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Marathon Petroleum Corporation, a Delaware corporation (“Borrower”), the Lenders parties thereto and
The Royal Bank of Scotland plc, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Agreement. 

The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.07 of the Agreement that it elects to [continue the Borrowing
listed below, or a portion thereof as described below] [convert the Borrowing listed below, or a portion thereof as described below, to a different Type], and in that connection sets forth below the terms on which such [conversion] [continuation] is
to be made. The applicable Borrowing is a Borrowing of $             in principal amount of presently outstanding Loans that are [ABR Loans] [Eurodollar Loans having an Interest Period
ending on                  , 20    ]. 
  

					
	(a)	  	The amount of the Borrowing to which this Interest Election Request applies:1	  	  

			
	(b)	  	The effective date of the election (which is a Business Day):	  	  

			
	(c)	  	Type of Borrowing following [conversion] [continuation]:	  	[ABR Borrowing] [Eurodollar Borrowing]

  

	1 	If different options are being elected with respect to different portions of such Borrowing, specify the portions thereof to be allocated to each resulting Borrowing and specify the information requested in clauses (b),
(c) and (d) for each resulting Borrowing. 


  
 Exhibit C – Page 1










					
	(d)	  	Interest Period and the last day thereof:2	  	[one] [two] [three] [six] month[s]
			
		  		  	  


  

			
	MARATHON PETROLEUM CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:


  

	2 	For Eurodollar Borrowings only. Shall be subject to the definition of “Interest Period” in the Agreement. 


  
 Exhibit C – Page 2









 EXHIBIT D 

FORM OF NOTE 
  

			
	Lender: [NAME OF LENDER]	  	New York, New York
	Principal Amount: [$            ]	  	[            ], 20[    ]

 For value received, the undersigned, Marathon Petroleum Corporation, a Delaware corporation (the
“Borrower”), hereby promises to pay to the order of the Lender set forth above (the “Lender”) the principal sum of [             dollars
($        )], or such lesser amount as shall equal the aggregate unpaid principal amount of all Loans (as defined in the Agreement referred to below) of the Lender to the Borrower, payable at such times, and
in such amounts, as are specified in the Agreement. 
 The Borrower promises to pay interest on the unpaid principal amount of each Loan
from the date such Loan is made until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Agreement. 

Both principal and interest payable to the Lender under this Note shall be payable in dollars (as defined in the Agreement referred to below)
to The Royal Bank of Scotland plc, as Administrative Agent, to such account as it may specify from time to time pursuant to the Agreement, in immediately available funds. 

This Note is issued pursuant to, governed by and is entitled to the benefits of, the Term Loan Agreement dated as of August 26, 2014 (as
amended, supplemented or otherwise modified from time to time, the “Agreement”), among the Borrower, the Lenders parties thereto and The Royal Bank of Scotland plc, as Administrative Agent. Capitalized terms used herein and not
defined herein are used herein as defined in the Agreement. 
 The Agreement, among other things, contains provisions for acceleration of
the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions therein specified. 

Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Borrower. 

This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and delivered by its duly authorized officer as of the day and year set
forth above. 
  

			
	MARATHON PETROLEUM CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:



  
 Exhibit D – Page 1









 EXHIBIT E-1 

FORM OF 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is made to the Term Loan Agreement dated as of August 26, 2014 (as amended, supplemented or otherwise modified from time to
time, the “Agreement”), among Marathon Petroleum Corporation, a Delaware corporation (“Borrower”), the Lenders parties thereto and The Royal Bank of Scotland plc, as Administrative Agent. 

Pursuant to the provisions of Section 2.16 of the Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it
is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

 The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form
W-8BEN (or W-8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and
(ii) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned,
or in either of the two calendar years preceding such payments. 
 Unless otherwise defined herein, terms defined in the Agreement and used
herein shall have the meanings given to them in the Agreement. 
  

			
	[NAME OF LENDER]
		
	By:	 	  

		 	Name:
		 	Title:

 Date:                 ,
201     

  
 Exhibit E-1 – Page 1









 EXHIBIT E-2 

FORM OF 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is made to the Term Loan Agreement dated as of August 26, 2014 (as amended, supplemented or otherwise modified from time to
time, the “Agreement”), among Marathon Petroleum Corporation, a Delaware corporation (“Borrower”), the Lenders parties thereto and The Royal Bank of Scotland plc, as Administrative Agent. 

Pursuant to the provisions of Section 2.16 of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any note(s)
evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to the Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a
loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within
the meaning of Section 871(h)(3)(B) of the Code, and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from
each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN (or W-8BEN-E, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN (or W-8BEN-E, as applicable) from each of such
partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall
promptly so inform the Borrower and the Administrative Agent and (ii) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the
calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. 

 

			
	[NAME OF LENDER]
		
	By:	 	  

		 	Name:
		 	Title:

 Date:                 ,
201     

  
 Exhibit E-2 – Page 1









 EXHIBIT E-3 

FORM OF 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is made to the Term Loan Agreement dated as of August 26, 2014 (as amended, supplemented or otherwise modified from time to
time, the “Agreement”), among Marathon Petroleum Corporation, a Delaware corporation (“Borrower”), the Lenders parties thereto and The Royal Bank of Scotland plc, as Administrative Agent. 

Pursuant to the provisions of Section 2.16 of the Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within
the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN (or W-8BEN-E, as
applicable). By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (ii) the undersigned shall have at all
times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. 

 

			
	[NAME OF LENDER]
		
	By:	 	  

		 	Name:
		 	Title:

 Date:                 ,
201     

  
 Exhibit E-3 – Page 1









 EXHIBIT E-4 

FORM OF 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is made to the Term Loan Agreement dated as of August 26, 2014 (as amended, supplemented or otherwise modified from time to
time, the “Agreement”), among Marathon Petroleum Corporation, a Delaware corporation (“Borrower”), the Lenders parties thereto and The Royal Bank of Scotland plc, as Administrative Agent. 

Pursuant to the provisions of Section 2.16 of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned
nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of
its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (v) none of its direct or indirect partners/members is a controlled foreign corporation
related to the Borrower as described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished its participating Lender
with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN (or W-8BEN-E, as applicable) or (ii) an IRS Form W-8IMY accompanied
by an IRS Form W-8BEN (or W-8BEN-E, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) if the
information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in
either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. 

 

			
	[NAME OF PARTICIPANT]
		
	By:	 	  

		 	Name:
		 	Title:

 Date:                 ,
201     

  
 Exhibit E-4 – Page 1









 EXHIBIT F-1 

[RESERVED] 

  
 Exhibit F-1 – Page 1









 EXHIBIT F-2 

[RESERVED] 

  
 Exhibit F-2 – Page 1









 EXHIBIT G 

[FORM OF] SUBSIDIARY GUARANTEE 

GUARANTEE dated as of                  ,
         (this “Guarantee”), by each of the entities listed on the signature pages hereof or becoming a party hereto pursuant to Section 14.08 hereof (collectively, the
“Guarantors”) and each a “Guarantor”), in favor of the Administrative Agent, each Lender and each other holder of an Obligation (as such term is defined below) (collectively, the “Guarantied
Parties”). 
 WHEREAS, pursuant to the Term Loan Agreement dated as of August 26, 2014 (together with all appendices, exhibits
and schedules thereto and as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms defined therein and used herein having the meanings given to them in the
Agreement), among Marathon Petroleum Corporation, a Delaware corporation (the “Borrower”), the Lenders party thereto and The Royal Bank of Scotland plc, as Administrative Agent (in such capacity, the “Administrative
Agent”), the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; 

WHEREAS, each Guarantor is a direct or indirect Subsidiary of the Borrower; 

WHEREAS, each Guarantor will receive substantial direct and indirect benefits from the making of the Loans and the granting of the other
financial accommodations to the Borrower under the Agreement; and 
 WHEREAS, the Borrower and the Guarantors have elected, pursuant to
Section 9.09 of the Agreement, to have the Guarantors execute and deliver this Guarantee for the benefit of the Guarantied Parties. 

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 ARTICLE I

 Guarantee 
 (a)
Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, as primary obligor and not merely as surety, the full and punctual payment when due and in the currency due, whether at
stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all the Obligations (as defined below), whether or not from time to time reduced or extinguished or
hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Borrower, whether now or hereafter existing, and whether due or to become due,
including principal, interest (including interest accrued or accruing after the commencement of any proceeding under Title 11 of the United States Code (the “Bankruptcy Code”) or any other bankruptcy, insolvency, receivership
or other similar proceeding, and interest at the contract rate applicable upon default accrued or accruing after the commencement of any such proceeding, in each case regardless of whether allowed or allowable in such proceeding), fees and costs of
collection. This Guarantee constitutes a guaranty of payment when due (whether or not any proceeding under the Bankruptcy Code shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not of
collection. 

  
 Exhibit G – Page 1









 (b) Each Guarantor further agrees that, if any payment made by the Borrower or any other Person
and applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, then, to the extent of such payment or repayment, any such
Guarantor’s liability hereunder shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, this Guarantee shall have been cancelled or surrendered, this Guarantee shall be
reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Guarantor in respect of the amount of such payment. 

(c) In furtherance of the foregoing and not in limitation of any other right that any Guarantied Party has at law or in equity against any
Guarantor by virtue hereof, upon the failure of the Borrower to pay any Obligation when and as the same shall become due and payable, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance
herewith or any other Loan Document, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Guarantied Parties in cash the amount of such unpaid Obligations. Upon
payment by any Guarantor of any sums to the Administrative Agent as provided in this paragraph, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or
otherwise shall in all respects be subject to Article VIII hereof. 
 (d) As used herein, the term “Obligations” means all
obligations of the Loan Parties to pay (a) the aggregate outstanding principal amount of, and all unpaid interest (including interest accrued or accruing after the commencement of any proceeding under the Bankruptcy Code or any other
bankruptcy, insolvency, receivership or other similar proceeding, and interest at the contract rate applicable upon default accrued or accruing after the commencement of any such proceeding, in each case regardless of whether allowed or allowable in
such proceeding) on, the Loans when and as due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, and (b) all other outstanding liabilities,
obligations and indebtedness owing by the Borrower to the Administrative Agent, any Lender or any other Indemnitee arising under the Agreement or any other Loan Document, of every type and description (whether by reason of an extension of credit,
opening or amendment of a letter of credit or payment of any draft drawn thereunder, loan, guarantee, indemnification or otherwise), present or future, whether direct or indirect (including those acquired by assignment), absolute or contingent, due
or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guarantee or other instrument for the payment of money (including any such liabilities, obligations and indebtedness incurred after
the commencement of any proceeding under the Bankruptcy Code or any other bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding). 

ARTICLE II 
 Limitation
of Guarantee 
 Any term of this Guarantee to the contrary notwithstanding, the maximum aggregate amount of the Obligations for which
any Guarantor shall be liable shall not exceed the maximum amount for which such Guarantor can be liable without rendering this Guarantee, as it relates to such Guarantor, subject to avoidance under applicable law relating to fraudulent conveyance
or fraudulent transfer (including Section 548 of the Bankruptcy Code or any applicable provisions of comparable state law) (collectively, “Fraudulent Transfer Laws”), in each case after giving effect (a) to all other
liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany


  
 Exhibit G – Page 2









 
Indebtedness to the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and (b) to the value as assets of
such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) applicable federal,
state, local and foreign laws, rules and regulations, orders, judgments, decrees and other determinations of any Governmental Authority or arbitrator and common law, (ii) Article III of this Guarantee or (iii) any other obligation,
agreement, undertaking or similar provisions of any security or any agreement, undertaking, contract, lease, indenture, mortgage, deed of trust or other instrument (excluding any Loan Document) providing for an equitable allocation among such
Guarantor and other Subsidiaries or Affiliates of the Borrower of obligations arising under this Guarantee or other guaranties of the Obligations by such parties. 

ARTICLE III 
 Indemnity
and Contribution 
 SECTION 3.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the
Guarantors may have under applicable law (but subject to Article VIII hereof), the Borrower agrees that in the event a payment in respect of any Obligation shall be made by any Guarantor under this Guarantee, the Borrower shall indemnify such
Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment. 

SECTION 3.02. Contribution. In the event that any Guarantor (the “Claiming Party”) shall be required hereunder
to make a payment in respect of any Obligation exceeding the greater of (a) the amount of the economic benefit actually received by such Guarantor from the Loans and the other financial accommodations provided to the Borrower under the Loan
Documents and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the Obligations (excluding the amount thereof repaid by the Borrower) in the same proportion as such Guarantor’s net
worth on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 14.08, the date of the supplement hereto executed and delivered by such Guarantor) bears to the aggregate net worth of all the Guarantors on
the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 14.08, the date of the supplement hereto executed and delivered by such Guarantor), then (subject to Article VIII hereof) such Guarantor shall be
reimbursed by such other Guarantors (each, a “Contributing Party”) for the amount of such excess, pro rata, based on the respective net worths of such other Guarantors at the date enforcement hereunder is sought. Any Contributing
Party making a payment to a Claiming Party pursuant to this Section 3.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment. 

ARTICLE IV 

Authorization; Other Agreements 

The Guarantied Parties are hereby authorized, without notice to, or demand upon, any Guarantor, which notice and demand requirements each are
expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to
do each of the following: 
 (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating
to, the Obligations, or any part of them, or otherwise modify, amend or change 

  
 Exhibit G – Page 3









 
the terms of any promissory note or other agreement, document or instrument (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guarantied Parties
or any of them, including any increase or decrease of principal or the rate of interest thereon; 
 (b) waive or otherwise consent to
noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and
delivered to the Guarantied Parties or any of them; 
 (c) accept partial payments on the Obligations; 

(d) receive, take and hold security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive,
substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such security or collateral; 

(e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter,
affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; 
 (f)
add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; 

(g) apply to the Obligations any payment or recovery (i) from the Borrower, from any other guarantor, maker or endorser of the
Obligations or any part of them or (ii) from any Guarantor in such order as provided herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; 

(h) apply to the Obligations any payment or recovery from any Guarantor of the Obligations or any sum realized from security furnished by such
Guarantor upon its indebtedness or obligations to the Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Obligations; and 

(i) refund at any time any payment received by any Guarantied Party in respect of any Obligation, and payment to such Guarantied Party of the
amount so refunded shall be fully guaranteed hereby even though prior thereto this Guarantee shall have been cancelled or surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the
obligations of any Guarantor hereunder in respect of the amount so refunded; 
 in each case, even if any right of reimbursement or subrogation or other
right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including any election of remedies by reason of any judicial, nonjudicial or other proceeding in respect of the Obligations that impairs any subrogation,
reimbursement or other right of such Guarantor). 
 ARTICLE V 

Guarantee Absolute and Unconditional 

Each Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in
respect of any of the following and hereby agrees that its obligations under this Guarantee are absolute and unconditional and shall not be discharged, reduced, limited, impaired or terminated or otherwise affected as a result of any of the
following: 
 (a) the invalidity or unenforceability of, or any impossibility in the performance of, any of the Borrower’s obligations
under the Agreement or any other Loan Document or any other agreement or instrument relating thereto, or any security for, or other guaranty of the Obligations or any part of them; 

  
 Exhibit G – Page 4









 (b) the absence of any attempt to collect on the Obligations or any part of them from the
Borrower or other action to enforce the same; 
 (c) any Guarantied Party’s election, in any proceeding instituted under chapter 11 of
the Bankruptcy Code, of the application of Section 1111 (b)(2) of the Bankruptcy Code or any applicable provisions of comparable state or foreign law; 

(d) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the
Bankruptcy Code or any applicable provisions of comparable state or foreign law; 
 (e) the disallowance, under Section 502 of the
Bankruptcy Code, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the Obligations; 
 (f) any use of
cash collateral under Section 363 of the Bankruptcy Code; 
 (g) any agreement or stipulation as to the provision of adequate
protection in any bankruptcy proceeding; 
 (h) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason;

 (i) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or
against the Borrower, any Guarantor or any of the Borrower’s other Subsidiaries, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest thereon) in or as a result of any such proceeding;

 (j) failure by any Guarantied Party to file or enforce a claim against the Borrower or its estate in any bankruptcy or insolvency case or
proceeding or otherwise; 
 (k) any action taken by any Guarantied Party if such action is authorized hereby; 

(l) any change in the corporate existence or structure of the Borrower or any other Loan Party; 

(m) any defense, set-off, counterclaim, recoupment or termination (other than a defense of payment or performance) which may at any time be
available to or be asserted by any Guarantor or any other Person against any Guarantied Party; 
 (n) any applicable federal, state, local
and foreign laws, rules and regulations, orders, judgments, decrees and other determinations of any Governmental Authority or arbitrator and common law affecting any term of any Guarantor’s obligations under this Guarantee; 

(o) any rescission, waiver, amendment or modification of, or release from any of the terms or provisions of, any Loan Document or any other
agreement, including with respect to any other Guarantor under this Guarantee; or 

  
 Exhibit G – Page 5









 (p) any other act, omission or circumstance that might otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor or any other obligor on any obligations, other than the payment in full in cash of the Obligations (other than indemnities and other contingent obligations not then due and payable and as to which no
claim has been made as of the time of determination). 
 ARTICLE VI 

Waivers 
 Each Guarantor
hereby waives diligence, promptness, presentment, demand for payment or performance and protest and notice of protest, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of
any disability or other defense of the Borrower or any of its Subsidiaries or the unenforceability of the Obligations or any part thereof from any cause or the cessation from any cause of the liability of the Borrower or any of its Subsidiaries,
other than any defense of payment in full in cash of the Obligations. In connection with the foregoing, each Guarantor covenants that its obligations hereunder shall not be discharged, except in accordance with Article X or XV hereof. 

ARTICLE VII 

Reliance 
 Each Guarantor
hereby assumes responsibility for keeping itself informed of the financial condition of the Borrower and any endorser and other guarantor of all or any part of the Obligations, and of all other circumstances bearing upon the risk of nonpayment of
the Obligations, or any part thereof, that diligent inquiry would reveal, and each Guarantor hereby agrees that no Guarantied Party shall have any duty to advise any Guarantor of information known to it regarding such condition or any such
circumstances. In the event any Guarantied Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any Guarantor, such Guarantied Party shall be under no obligation (a) to undertake any
investigation not a part of its regular business routine, (b) to disclose any information that such Guarantied Party, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (c) to
make any other or future disclosures of such information or any other information to any Guarantor. 
 ARTICLE VIII 

Waiver of Subrogation and Contribution Rights 

Until the Obligations have been paid in full in cash (other than indemnities and other contingent obligations not then due and payable and as
to which no claim has been made as of the time of determination) and the Commitments have expired or have been terminated, the Guarantors shall not enforce or otherwise exercise any right of subrogation to any of the rights of the Guarantied Parties
or any part of them against the Borrower or any right of reimbursement, indemnity or contribution or similar right against the Borrower by reason of this Guarantee or by any payment made by any Guarantor in respect of the Obligations. No failure on
the part of the Borrower or any other Guarantor or Grantor to make the payments required by Article III hereof (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any
Guarantor with respect to its obligations hereunder, and each Guarantor and Grantor shall remain liable for the full amount of the obligations of such Guarantor hereunder. 

  
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 ARTICLE IX 

Default; Remedies 
 The
obligations of each Guarantor hereunder are independent of and separate from the Obligations. Upon any Event of Default, the Administrative Agent may, at its sole election, proceed directly and at once, without notice, against any Guarantor to
collect and recover the full amount or any portion of the Obligations then due, without first proceeding against the Borrower or any other guarantor of the Obligations, or joining the Borrower or any other guarantor in any proceeding against any
Guarantor. 
 ARTICLE X 

Irrevocability 
 Subject
to Article XV below, this Guarantee shall be irrevocable as to the Obligations (or any part thereof) until the Commitments have expired or have been terminated and the Obligations have been paid in full in cash (other than indemnities and other
contingent obligations not then due and payable and as to which no claim has been made), at which time this Guarantee shall automatically be cancelled. Upon such cancellation and at the written request of any Guarantor or its successors or assigns,
and at the cost and expense of such Guarantor or its successors or assigns, the Administrative Agent shall execute in a timely manner a satisfaction of this Guarantee and such instruments, documents or agreements as are necessary or desirable to
evidence the termination of this Guarantee. Any execution and delivery of the instruments, documents and agreements by the Administrative Agent pursuant to this Article X shall be without recourse or warranty by the Administrative Agent. 

ARTICLE XI 
 Setoff

 If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of any Guarantor against any of and all the Obligations held by such Lender or their respective Affiliates which are then
due and payable, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Guarantee and although any of the Obligations is owed to a branch, office or Affiliate of such Lender different from the branch, office or
Affiliate holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Article XI are in addition to other rights and remedies (including other rights of setoff) which such Lender or
their respective Affiliates may have. Each Lender agrees to promptly notify the applicable Guarantor and the Administrative Agent after any such setoff and application by such Lender, provided that the failure to give such notice shall not
affect the validity of such setoff and application. 
 ARTICLE XII 

No Marshalling 
 Each
Guarantor consents and agrees that no Guarantied Party or any Person acting for or on behalf of any Guarantied Party shall be under any obligation to marshal any assets in favor of any Guarantor or against or in payment of any or all of the
Obligations. 

  
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 ARTICLE XIII 

Representations and Warranties 

Each Guarantor hereby represents and warrants that the representations and warranties as to it made by the Borrower in Article III of the
Agreement with respect to any Borrowing, on or after the date hereof, are true and correct in all material respects on and as of the date of such Borrowing, except to the extent any such representations and warranties are expressly limited to an
earlier date, in which case, on and as of the date of such Borrowing, such representations and warranties are true and correct in all material respects as of such specified earlier date; provided that, in each case, such materiality qualifier
shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. 

ARTICLE XIV 

Miscellaneous 
 SECTION
14.01. Successors and Assigns. This Guarantee shall be binding upon each Guarantor and upon the successors and assigns of such Guarantors and shall inure to the benefit of the Guarantied Parties and their respective successors and assigns.
The successors and assigns of the Guarantors and the Borrower shall include their respective receivers, trustees and debtors-in-possession. 

SECTION 14.02. Enforcement; Waivers; Amendments 

(a) No delay on the part of any Guarantied Party in the exercise of any right or remedy arising under this Guarantee, the Agreement, any other
Loan Document or otherwise with respect to all or any part of the Obligations or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any
such right or remedy, or any abandonment or discontinuance of steps to enforce such a right or remedy, shall preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies of the Guarantied
Parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. Failure by any Guarantied Party at any time or times hereafter to require strict performance by the Borrower, any Guarantor, any other
guarantor of all or any part of the Obligations or any other Person of any provision, warranty, term or condition contained in any Loan Document now or at any time hereafter executed by any such Persons and delivered to any Guarantied Party shall
not waive, affect or diminish any right of any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act (except by a written instrument pursuant to
Section 14.02(b)) or knowledge of any Guarantied Party, or its respective agents, officers or employees. No waiver of any provision of this Guarantee or consent to any departure by any Guarantor therefrom shall in any event be effective unless
the same shall be permitted by a written instrument pursuant to Section 14.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No action by any Guarantied Party permitted
hereunder shall in any way affect or impair any Guarantied Party’s rights and remedies or the obligations of any Guarantor under this Guarantee. Any determination by a court of competent jurisdiction of the amount of any principal or interest
owing by the Borrower to a Guarantied Party shall be conclusive and binding on each Guarantor irrespective of whether such Guarantor was a party to the suit or action in which such determination was made. 

(b) None of the terms or provisions of this Guarantee may be waived, amended, supplemented or modified except pursuant to an agreement in
writing entered into by the Guarantors and the Administrative Agent with the consent of the Required Lenders. 

  
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 SECTION 14.03. Governing Law; Jurisdiction; Consent to Service of Process. 

(a) This Guarantee shall be construed in accordance with and governed by the law of the State of New York. 

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the
Supreme Court of the State of New York and sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to
this Guarantee, or for recognition or enforcement of any judgment, and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined solely in such New York
State or, to the extent permitted by law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. 
 (c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guarantee in any court referred to in paragraph (b) of this Section. Each party
hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(d) Each party hereto hereby irrevocably consents to service of process in the manner provided for notices in Section 9.01 of the
Agreement. Nothing in this Guarantee will affect the right of any party to this Guarantee to serve process in any other manner permitted by law. 

SECTION 14.04. Certain Terms. The definitions of terms herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or
modifications set forth in the Agreement), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and
words of similar import, shall be construed to refer to this Guarantee in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections
of, and Exhibits to, this Guarantee, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including
intellectual property, cash, securities, accounts and contract rights, (f) with respect to the determination of any period of time, the word “from” means “from and including” and the word “to” means “to but
excluding” and (g) reference to any law, rule or regulation means such as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time. 

SECTION 14.05. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER 

  
 Exhibit G – Page 9









 
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTEE BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 SECTION 14.06. Notices. Any notice or other
communication herein required or permitted shall be given as provided in Section 9.01 of the Agreement and, in the case of any Guarantor, to such Guarantor in care of the Borrower. 

SECTION 14.07. Severability. Wherever possible, each provision of this Guarantee shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Guarantee shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Guarantee. 
 SECTION 14.08. Additional Guarantors. Each of the Guarantors agrees that,
if, pursuant to Section 9.09 of the Agreement, the Borrower desires any Subsidiary to become a Guarantor hereunder, such Subsidiary shall execute and deliver to the Administrative Agent a Guarantee Supplement in substantially the form of
Exhibit A (Guarantee Supplement) attached hereto and shall thereafter become a Guarantor for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the rights, benefits and obligations of this
Guarantee. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary as a party to this Guarantee. 

SECTION 14.09. Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse the Administrative Agent and each of the
other Guarantied Parties upon demand for all out-of-pocket expenses incurred by the Administrative Agent or any other Guarantied Party, including the fees, charges and disbursements of any counsel for the Administrative Agent or any other Guarantied
Party, in connection with the enforcement of this Guarantee against such Guarantor or the exercise or enforcement of any other right or remedy available in connection herewith or therewith. 

(b) The Guarantors jointly and severally agree to indemnify and hold harmless each Guarantied Party and the other Indemnitees as provided in
Section 9.03(b) of the Agreement as if each reference in such Section to “the Borrower” was a reference to “the Guarantors” and with the same force and effect as if such Guarantors were parties to the Agreement. 

(c) Any amounts payable as provided in paragraphs (a) and (b) of this Section shall be additional Obligations guaranteed hereby. All
amounts due under paragraph (a) or (b) of this Section shall be payable promptly after written demand therefor. 
 SECTION 14.10.
Waiver of Consequential Damages. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND WITHOUT LIMITING IN ANY WAY THE BORROWER’S AND THE GUARANTORS’ OBLIGATIONS HEREUNDER (INCLUDING THE GUARANTORS’ OBLIGATIONS SET FORTH IN SECTIONS
14.09(a) AND 14.09(b)), NO PARTY HERETO SHALL ASSERT, OR PERMIT ANY OF ITS AFFILIATES OR RELATED PARTIES TO ASSERT, AND EACH PARTY HERETO HEREBY WAIVES, ANY CLAIM AGAINST EACH OTHER SUCH PERSON (AND, IN THE CASE OF THE BORROWER OR ANY GUARANTOR, ANY
GUARANTIED PARTY AND ANY OTHER INDEMNITEE), ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS GUARANTEE OR ANY
OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE TRANSACTIONS CONTEMPLATED HEREBY, ANY LOAN OR THE USE OF THE PROCEEDS THEREOF. 

  
 Exhibit G – Page 10









 SECTION 14.11. Entire Agreement. This Guarantee, taken together with all of the other Loan
Documents executed and delivered by the Guarantors, represents the entire agreement and understanding of the parties hereto and supersedes all prior understandings, written and oral, relating to the subject matter hereof. 

SECTION 14.12. Counterparts. This Guarantee may be executed in any number of separate counterparts and by different parties in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple counterparts and attached to a single
counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by facsimile transmission or electronic mail shall be effective as delivery of a manually executed counterpart. 

SECTION 14.13. Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Guarantee
and shall not affect the construction of, or be taken into consideration in interpreting, this Guarantee. 
 SECTION 14.14. Certain
Acknowledgements and Agreements. Each Guarantor hereby acknowledges the provisions of Section 2.16 of the Agreement and agrees to be bound by such provisions with the same force and effect, and to the same extent, as if such Guarantor was a
party to the Agreement. 
 ARTICLE XV 

Termination 
 In addition
to termination in accordance with Article X, so long as no Default has occurred and is continuing under the Loan Documents (or would result from such release), (a) if all of the capital stock of a Guarantor that is owned by the Borrower or a
Subsidiary is sold or otherwise disposed of in a transaction or transactions permitted by the Agreement or (b) in the event that, immediately after giving effect to the release of any Guarantor hereunder, all of the Indebtedness of the
Non-Guarantor Subsidiaries is permitted under Section 6.01 of the Agreement, then, in each case, promptly following the Borrower’s request and at the cost and expense of the Borrower, the Administrative Agent shall execute a release of
such Guarantor from this Guarantee. Any execution and delivery of any such release by the Administrative Agent shall be without recourse or warranty by the Administrative Agent. 

[Signature Pages Follow] 

  
 Exhibit G – Page 11









 IN WITNESS WHEREOF, this Guarantee has been duly executed by the Guarantors as of the day and
year first set forth above. 
  

			
	[NAME OF GUARANTOR]
		
	By:	 	  

		 	Name:
		 	Title:
	
	ACKNOWLEDGED AND AGREED
	as of the date first above written:
	
	THE ROYAL BANK OF SCOTLAND PLC,
	as Administrative Agent
		
	By:	 	  

		 	Name:
		 	Title:


 [SIGNATURE PAGE TO GUARANTEE] 







 EXHIBIT A TO 

SUBSIDIARY GUARANTEE 
 GUARANTEE
SUPPLEMENT 
 The undersigned hereby agrees to be bound as a Guarantor for purposes of the Subsidiary Guarantee, dated as of
[                 ,     ] (the “Guarantee”), among certain Subsidiaries of Marathon Petroleum Corporation, a Delaware corporation,
listed on the signature pages thereof or becoming party thereto pursuant to the terms thereof and acknowledged by The Royal Bank of Scotland plc, in its capacity as the Administrative Agent, and the undersigned hereby acknowledges receipt of a copy
of the Guarantee. Each reference to a “Guarantor” in the Guarantee shall be deemed to include the undersigned. 
 The undersigned
hereby represents and warrants that each of the representations and warranties contained in Article XIII of the Guarantee applicable to it is true and correct on and as the date hereof as if made on and as of such date. 

This Guarantee Supplement may be executed in any number of separate counterparts and by different parties in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple counterparts and attached to a single counterpart so that all
signature pages are attached to the same document. Delivery of an executed counterpart by facsimile transmission or electronic mail shall be effective as delivery of a manually executed counterpart. 

This Guarantee Supplement shall be construed in accordance with and governed by the law of the State of New York. 

Capitalized terms used herein but not defined herein are used with the meanings given them in the Guarantee. 

IN WITNESS WHEREOF, the undersigned has caused this Guarantee Supplement to be duly executed and delivered as of
                 ,     . 
  

			
	[NAME OF GUARANTOR]
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	ACKNOWLEDGED AND AGREED
	as of the date first above written:
	
	THE ROYAL BANK OF SCOTLAND PLC,
	as Administrative Agent
		
	By:	 	  

	Name:	 	
	Title:	 	

 [SIGNATURE PAGE TO GUARANTEE SUPPLEMENT] 







 EXHIBIT H 

MARATHON PETROLEUM CORPORATION 

Responsible Officer’s Certificate 

[            ], 2014 

This Responsible Officer’s Certificate (this “Certificate”) is delivered pursuant to Section 5.01(h) of that certain Term
Loan Agreement dated as of August 26, 2014 (the “Agreement”), among Marathon Petroleum Corporation, a Delaware corporation (“Borrower”), the Lenders parties thereto and The Royal Bank of Scotland plc, as
Administrative Agent. As used in this Certificate, “Original Acquisition Agreement” means the Acquisition Agreement, in the form of the final Acquisition Agreement dated May 21, 2014 and filed as an exhibit to the
Borrower’s Form 8-K filed with the SEC on May 27, 2014. Capitalized terms used herein and not defined shall have the meanings attributed to them in the Agreement. 

The undersigned, a Responsible Officer of the Borrower, does hereby certify on behalf of the Borrower as follows: 

1. The Acquisition is within the Borrower’s and Speedway’s corporate and company powers and has been duly authorized by all
necessary corporate and company action. 
 2. Consummation of the Acquisition (a) did not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and any applicable waiting periods have expired without any action being taken or threatened
by any Governmental Authority which would restrain or prevent the Acquisition, and (b) does not violate or result in a default under any material indenture or material agreement (as defined in Regulation S-X under the Exchange Act) binding upon
the Borrower or any of its Subsidiaries. 
 3. The Acquisition has been consummated in all material respects in compliance with applicable
laws, regulatory approvals and orders of Governmental Authorities. 
 4. The Acquisition has been consummated in accordance with the
material terms of the Acquisition Agreement. 
 5. [No provision of the Original Acquisition Agreement has been waived, amended,
supplemented or otherwise modified in a manner that would reasonably be expected to have a material adverse effect on the Borrower and its Subsidiaries, taken as a whole.] 

OR 
 5. [No provision of the
Original Acquisition Agreement has been waived, amended, supplemented or otherwise modified in a manner that would reasonably be expected to have a material adverse effect on the Borrower and its Subsidiaries, taken as a whole, except with the prior
written consent of RBS Securities Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd.] 
 [Signature on the following page.] 

  
 Exhibit H – Page 1









 IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the date set forth above. 

 

			
	MARATHON PETROLEUM CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:


 Signature Page to Responsible Officer’s Certificate