To:
Marathon Petroleum Corporation
c/o Global Bondholder Services Corporation
65 Broadway, Suite 404
New York, New York 10006
Facsimile: (212) 624-0294
Email: info@gbsc-usa.com
To Confirm: (866) 924-2200 (Toll-Free)
or (212) 925-1630 (Collect)
Attention: Corporation Actions
Ladies and Gentlemen:
The undersigned acknowledges receipt of your letter dated August 29, 2018 (the “Letter”). Capitalized terms used and not defined in this letter shall have the meanings set forth in your letter.
The undersigned hereby represents and warrants to Marathon Petroleum Corporation and its affiliates (“MPC”) as follows:
(1) it is the beneficial owner, or is acting on behalf of a beneficial owner, of the 5.375% Senior Notes due 2022 (CUSIP No. 881609 AZ4) issued by Andeavor, the 4.750% Senior Notes due 2023 (CUSIP Nos. 03349M AC9, 881609 BB6 and U88149 AK2) issued by Andeavor, the 5.125% Senior Notes due 2024 (CUSIP No. 881609 BA8) issued by Andeavor, the 5.125% Senior Notes due 2026 (CUSIP Nos. 03349M AD7, 881609 BC4 and U88149 AL0) issued by Andeavor, the 3.800% Senior Notes due 2028 (CUSIP No. 03349M AA3) issued by Andeavor and the 4.500% Senior Notes due 2048 (CUSIP No. 03349M AB1) issued by Andeavor (collectively, the “Notes”) in the amounts set forth below; and
(2) it is, or in the event that the undersigned is acting on behalf of a beneficial owner of Notes, the undersigned has received a written certification from such beneficial owner (dated as of a specific date on or since the close of such beneficial owner’s most recent fiscal year) to the effect that such beneficial owner is (please indicate below):
The undersigned understands that it is providing the information contained herein to MPC solely for purposes of MPC’s consideration of certain transactions with respect to the Notes. This letter neither is an offer nor a solicitation of an offer with respect to the Notes nor creates any obligations whatsoever on the part of MPC to make any offer or on the part of the undersigned to participate if an offer is made.
The undersigned agrees (1) not to copy or reproduce any part of any materials (except as permitted therein) received in connection with any transaction MPC may undertake, (2) not to distribute or disclose any part of such materials or any of their contents (except as permitted therein) to anyone other than, if applicable, the aforementioned beneficial owners on whose behalf the undersigned is acting and (3) to notify MPC if any of the representations the undersigned makes in this letter cease to be correct.
Very truly yours,