This SUPPORT AGREEMENT (this Agreement), dated as of May 7, 2019, is entered into by and among Andeavor Logistics LP, a Delaware limited partnership (ANDX), MPLX LP, a Delaware limited partnership (MPLX), Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of ANDX (ANDX GP), Western Refining Southwest, Inc., an Arizona corporation (Southwest, and together with ANDX GP, each a Unitholder and collectively the Unitholders), and, solely for the purpose of Section 8, Marathon Petroleum Corporation, a Delaware corporation (MPC and each of MPC, the Unitholders, ANDX and MPLX, each a Party and collectively the Parties).
1. Concurrently herewith, ANDX, ANDX GP, MPLX, MPLX GP LLC, a Delaware limited liability company and the general partner of MPLX, and MPLX MAX LLC, a Delaware limited liability company and a wholly owned Subsidiary of MPLX (Merger Sub), are entering into an Agreement and Plan of Merger (as it may be amended from time to time, the Merger Agreement), pursuant to which (and subject to the terms and conditions set forth therein) Merger Sub will be merged with and into ANDX, with ANDX as the surviving entity (the Merger).
2. As of the date hereof, each Unitholder is the Record Holder and beneficial owner in the aggregate of, and has the right to vote and dispose of, the number of ANDX Common Units set forth opposite such Unitholders name on Schedule A hereto (the Existing Units).
3. As a condition and inducement to ANDXs and MPLXs willingness to enter into the Merger Agreement and to proceed with the transactions contemplated thereby, including the Merger, ANDX, MPLX and the Unitholders are entering into this Agreement.
4. The Unitholders acknowledge that ANDX and MPLX are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Unitholders set forth in this Agreement and would not enter into the Merger Agreement if the Unitholders did not enter into this Agreement.
5. In consideration of the representations, warranties, covenants and agreements set forth in this Agreement, the Parties agree as follows:
1. Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement.
ANDX Proxy Designee means a Person designated by the MPLX Conflicts Committee by written notice to each of the Parties, which notice may simultaneously revoke the designation of any other Person as an ANDX Proxy Designee.