Exhibit 10.1

AMENDMENT TO EMPLOYEE MATTERS AGREEMENT

This Amendment to Employee Matters Agreement (this “ Amendment ”), dated as of June 30, 2011, is by and between Marathon Oil Corporation, a Delaware corporation (“ Marathon Oil ” or “ MRO ”), and Marathon Petroleum Corporation, a Delaware corporation (“ Marathon Petroleum ” or “ MPC ”, and together with Marathon Oil, the “ Parties ”).

PRELIMINARY STATEMENT

WHEREAS, the Parties are parties to an Employee Matters Agreement dated as of May 25, 2011 (the “ Employee Matters Agreement ”; capitalized terms used but not defined in this Amendment shall have the respective meanings given such terms in the Employee Matters Agreement); and

WHEREAS, the Employee Matters Agreement contains provisions relating to adjustments to equity-based awards held by MRO Participants, MPC Participants and other grantees, which adjustments are generally designed to preserve the intrinsic values of those awards on the Distribution Date;

WHEREAS, the Parties now desire to amend the Employee Matters Agreement as provided herein, to permit an Alternative Methodology for adjusting certain equity-based awards and provide specific provisions for holders of equity-based awards who are subject to the Income Tax Act (Canada);

NOW, THEREFORE, in consideration of the premises and of the respective agreements and covenants contained in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1. Section 1.1 of the Employee Matters Agreement is hereby amended to add the following new definitions:

“Adjustment Time” shall have the meaning set forth in Section 13.2(d)(ii).

“Canadian Pre-Distribution Spread” means, for purposes of Section 13.2(d)(ii) and Section 13.3(c)(ii), with respect to a Person’s MRO Unvested Options or MRO Vested Options, as applicable, the product of (a) the number of shares of MRO common stock subject to such MRO Unvested Options or MRO Vested Options immediately prior to the Adjustment Time, and (b) the excess of the MRO Pre-Distribution Stock Value over the per-share exercise price for such MRO Unvested Options or MRO Vested Options immediately prior to the Adjustment Time.

“ITA” shall have the meaning set forth in Section 13.2(d)(ii).

“Post-Distribution Spread” means, (a) for purposes of Section 13.2(d)(ii), with respect to a Person’s Remaining MRO Unvested Options or MPC Unvested Options, as applicable, the product of (a) the number of shares of MRO common stock or shares of MPC common stock, as applicable, subject to such Remaining MRO Unvested Options or MPC Unvested Options, as applicable, immediately after the Adjustment Time, and (b) the excess of the MRO Post-Distribution Stock Value or MPC Post-Distribution Stock Value, as applicable, over the per-share exercise price for such Remaining MRO Unvested Options or MPC Unvested Options, as applicable, immediately after the Adjustment Time and (b) for purposes of Section 13.3(c)(ii), with respect to a Person’s Remaining MRO Vested Options and MPC Vested Options, the sum of: (A) the product of: (w) the number of shares of MRO common stock

subject to such Remaining MRO Vested Options, immediately after the Adjustment Time, and (x) the excess of the MRO Post-Distribution Stock Value over the per-share exercise price for such Remaining MRO Vested Options, immediately after the Adjustment Time, and (B) the product of: (y) the number of shares of MPC common stock subject to such MPC Vested Options, immediately after the Adjustment Time, and (x) the excess of the MPC Post-Distribution Stock Value over the per-share exercise price for such MPC Vested Options, immediately after the Adjustment Time.

“Post-Distribution Value” means, with respect to a Person’s MRO RSUs or MPC RSUs, as applicable, the product of (a) the number of shares of MRO common stock or shares of MPC common stock, as applicable, subject to such MRO RSUs or MPC RSUs, as applicable, immediately after the Adjustment Time, and (b) the MRO Post-Distribution Stock Value or MPC Post-Distribution Stock Value, as applicable.

“Pre-Distribution Value” means, with respect to a Person’s MRO RSUs, the product of (a) the number of shares of MRO common stock subject to such MRO RSUs immediately prior to the Adjustment Time, and (b) the MRO Pre-Distribution Stock Value.

2. A new Section 13.2(d) is added, as follows:

(d) Special Rules .

(i) Alternative Conversion Methodology . Notwithstanding the other provisions of this Section 13.2 respecting the conversion of each MRO Unvested Option into a Remaining MRO Unvested Option or an MPC Unvested Option, the conversion for administrative convenience may be effected using any other reasonable methodology (an “Alternate Methodology”) recommended by or reasonably acceptable to the recordkeeper for the MRO Stock Plans provided (A) the conversion effected in accordance with the Alternate Methodology results in tax consequences for option holders which are no less favorable than the consequences to such option holders if the conversion was effected in accordance with the express provisions of this Section 13.2, (B) the conversion is (subject to Section 13.2(d)((ii)) effected on a uniform and consistent basis and (C) the difference for each option holder between the aggregate “spread” respecting his or her Remaining MRO Unvested Option (as determined using the MRO Post-Distribution Stock Value) or MPC Unvested Option (as determined using the MPC Stock Value) resulting from a conversion effected in accordance with the Alternative Methodology and the aggregate “spread” resulting from a conversion effected pursuant to the express provisions of this Section 13.2 is no more than one and two/tenths (1.2) percent.

(ii) Canadian Employees . Notwithstanding the other provisions of this Section 13.2 (including, for greater certainty, Section 13.2(d)(i)), respecting the conversion or adjustment of each MRO Unvested Option into a Remaining MRO Unvested Option or an MPC Unvested Option, as applicable, if MRO Unvested Options are held by a Person who, for the purposes of the Income Tax Act (Canada) (the “ ITA ”), is a resident of Canada or who was granted such MRO Unvested Options in respect of, in the course of, or by virtue of employment in Canada, the conversion or adjustment of that Person’s MRO Unvested Options shall be effected with such modifications as may be required such that: (A) any action under Section 13.2(b) which is called for at or as of the Effective Time shall be taken or completed at the time that is immediately before the time that is immediately before the Effective Time (in this Section 13.2(d)(ii), the applicable time for the actions under Section 13.2 is the “ Adjustment Time ”), (B) if the Canadian Pre-Distribution Spread respecting such Person’s MRO Unvested Options is nil or positive, the Post-Distribution Spread of such Person’s Remaining MRO Unvested Options or MPC Unvested Options, as applicable, shall be equal to or less than such Canadian Pre-Distribution Spread, and

(C) if the Canadian Pre-Distribution Spread respecting such Person’s MRO Unvested Options is negative, the Post-Distribution Spread of such Person’s Remaining MRO Unvested Options or MPC Unvested Options, as applicable, shall be less than nil. Notwithstanding anything herein contained, it is the intention that subsection 7(1.4) of the ITA shall apply to the adjustments and conversions contemplated in this Section 13.2(d)(ii). Accordingly, if at any time hereafter, for the purposes of the ITA (or any corresponding provincial income tax legislation) and determining the income tax consequences, if any, of the actions taken pursuant to this Section 13.2(d)(ii), it is finally determined, whether by a tribunal or a court of competent jurisdiction, or otherwise that (A) the total value of the shares of common stock which may be acquired pursuant to a Person’s Remaining MRO Unvested Options or MPC Unvested Options, as applicable, less the aggregate exercise price payable under such options, as determined immediately after the Adjustment Time, exceeds (B) the total value of the shares of common stock that could be acquired under that Person’s MRO Unvested Options, less the aggregate amount payable under such options, as determined immediately before the Adjustment Time, then the results of the adjustment or conversion undertaken pursuant to this Section 13.2 shall be altered in order to ensure that the excess is reduced to nil by changing: (i) the number of shares of common stock subject to the Remaining MRO Unvested Options or MPC Unvested Options, as applicable, (ii) the exercise price payable under the Remaining MRO Unvested Options or MPC Unvested Options, as applicable, or (iii) a combination of (i) and (ii). Any changes made under (i), (ii), or (iii) will be deemed to be effective from and after the Adjustment Time.

3. Section 13.3(b) is amended to read as follows:

(b) Any MRO Vested Option that is held by an MRO Employee who is an employee of Marathon Oil Canada Corporation (Canada), Marathon Oil Sands (USA) Inc., Marathon Petroleum Company Norway LLC, Marathon Services Company or Marathon Services (G.B.) Limited (England) shall be converted as provided in Section 13.2(a) or 13.2(d)(ii), as applicable, rather than as provided in this Section 13.3, and any MRO Vested Option that is held by an MPC Employee to whom MRO common stock registered on Form S-8 cannot be issued shall be converted as provided in Section 13.2(b), rather than as provided in this Section 13.3.

4. A new Section 13.3(c) is added, as follows:

(c) Special Rules .

(i) Alternative Conversion Methodology . Notwithstanding the other provisions of this Section 13.3 respecting the conversion of each MRO Vested Option into a Remaining MRO Vested Option or an MPC Vested Option, the conversion for administrative convenience may be effected using any other reasonable methodology (an “Alternate Methodology”) recommended by or reasonably acceptable to the recordkeeper for the MRO Stock Plans provided (A) the conversion effected in accordance with the Alternate Methodology results in tax consequences for option holders which are no less favorable than the consequences to such option holders if the conversion was effected in accordance with the express provisions of this Section 13.3, (B) the conversion is (subject to Section 13.3(b) and Section 13.3(c)((ii)) effected on a uniform and consistent basis and (C) the difference for each Person between the aggregate “spread” respecting such Person’s Remaining MRO Vested Option (as determined using the MRO Post-Distribution Stock Value) and MPC Vested Option (as determined using the MPC Stock Value) resulting from a conversion effected in accordance with the Alternative Methodology and the aggregate “spread” resulting from a conversion effected pursuant to the express provisions of this Section 13.3 is no more than one and two/tenths (1.2) percent.

(ii) Canadian Employees . Notwithstanding the express provisions of this Section 13.3, except for Section 13.3(b), respecting the adjustment of each MRO Vested Option into a Remaining MRO Vested Option and an MPC Vested Option, as applicable, if MRO Vested Options are held by a Person who, for the purposes of the ITA, is a resident of Canada or who was granted such MRO Vested Options in respect of, in the course of, or by virtue of employment in Canada, the adjustment shall be effected with such modifications as may be required such that: (A) any action under this Section 13.3 which is called for at or as of the Effective Time shall be taken or completed at the Adjustment Time, (B) a proportionate number of that Person’s MRO Vested Options shall be adjusted to become Remaining MRO Vested Options and a proportionate number of that Person’s MRO Vested Options shall be adjusted to become MPC Vested Options, (C) if the Canadian Pre-Distribution Spread respecting such Person’s MRO Vested Options is nil or positive, the Post-Distribution Spread of such Person’s Remaining MRO Vested Options and MPC Vested Options shall be equal to or less than such Canadian Pre-Distribution Spread, and (D) if the Canadian Pre-Distribution Spread respecting such Person’s MRO Vested Options is negative, the Post-Distribution Spread of such Person’s Remaining MRO Vested Options and MPC Vested Options shall be less than nil. Notwithstanding anything herein contained, it is the intention that subsection 7(1.4) of the ITA shall apply to the adjustments contemplated in this Section 13.3(c)(ii). Accordingly, if at any time hereafter, for the purposes of the ITA (or any corresponding provincial income tax legislation) and determining the income tax consequences, if any, of the actions taken pursuant to this Section 13.3(c)(ii), it is finally determined, whether by a tribunal or a court of competent jurisdiction, or otherwise that (A) the total value of the shares of common stock which may be acquired pursuant to a Person’s Remaining MRO Vested Options and MPC Vested Options, less the aggregate exercise price payable under such options, as determined immediately after the Adjustment Time, exceeds (B) the total value of the shares of common stock that could be acquired under that Person’s MRO Vested Options, less the aggregate amount payable under such options, as determined immediately before the Adjustment Time, then the results of the adjustment undertaken pursuant to this Section 13.3 shall be altered in order to ensure that the excess is reduced to nil by changing: (i) the number of shares of common stock subject to the Remaining MRO Vested Options or MPC Vested Options, (ii) the exercise price payable under the Remaining MRO Vested Options or MPC Vested Options, as applicable, or (iii) a combination of (i) and (ii). Any changes made under (i), (ii), or (iii) will be deemed to be effective from and after the Adjustment Time.

5. A new Section 13.6(d) is added, as follows:

(d) Special Rule for Canadian RSU Holders . Notwithstanding the other provisions of this Section 13.6, if MRO RSUs are held by a Person who, for the purposes of the ITA, is a resident of Canada or who was granted such MRO RSUs in respect of, in the course of, or by virtue of employment in Canada, the conversion or adjustment of that Person’s MRO RSUs shall be effected such that: (A) any action under Section 13.6(b) which is called for at or as of the Effective Time shall be taken or completed at the Adjustment Time, (B) the Post-Distribution Value of such Person’s MRO RSUs as adjusted under Section 13.6(a) or such Person’s MPC RSUs, as applicable, shall be equal to or less than the Pre-Distribution Value of such Person’s MRO RSUs determined immediately before the Adjustment Time. Notwithstanding anything herein contained, it is the intention that the adjustments contemplated in this Section 13.6 be completed on a tax-neutral basis under the provisions of the ITA. Accordingly, if at any time hereafter, for the purposes of the ITA (or any corresponding provincial income tax legislation) and determining the income tax consequences, if any, of the actions taken pursuant to this Section 13.6(c), it is finally determined, whether by a tribunal or a court of competent jurisdiction, or otherwise that (A) the total value of the shares of common stock which may be acquired pursuant to a Person’s MRO RSUs (as adjusted under this Section 13.6) or MPC RSUs, as determined immediately after the Adjustment Time, exceeds (B) the total value of the shares of common stock that could be acquired under that Person’s

MRO RSUs, as determined immediately before the Adjustment Time, then the results of the adjustment undertaken pursuant to this Section 13.6 shall be altered in order to ensure that the excess is reduced to nil by changing the number of shares of common stock subject to the MRO RSUs (as adjusted under this Section 13.6) or MPC RSUs, as applicable. Any such change will be deemed to be effective from and after the Adjustment Time.

6. Miscellaneous.

This Amendment may be executed in two or more counterparts, each of which will be deemed an original but all of which together shall be considered one and the same amendment and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party, it being understood that each of the Parties need not sign the same counterpart. When this Amendment becomes effective pursuant to the immediately preceding sentence, (i) all references to “this Agreement” in the Employee Matters Agreement shall be deemed to refer to the Employee Matters Agreement as amended by this Amendment, and (ii) all references to the “Employee Matters Agreement” in the Distribution Agreement shall be deemed to refer to the Employee Matters Agreement as amended by this Amendment, unless the context otherwise requires. Except as amended hereby, all provisions of the Employee Matters Agreement are and will remain in full force and effect. To the extent not preempted by applicable federal law, this Amendment shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of New York, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their authorized representatives as of the date first above written.

Exhibit 10.2

EXECUTION VERSION

AMENDMENT NO. 1

TO

REVOLVING CREDIT AGREEMENT

This AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT, dated as of June 30, 2011 (this “ Amendment ”) is entered into among MARATHON PETROLEUM CORPORATION, a Delaware corporation (the “ Borrower ”), the Lenders party hereto and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “ Administrative Agent ”), and amends the Revolving Credit Agreement, dated as of March 11, 2011 (the “ Credit Agreement ”), among the Borrower, the Lenders and the Administrative Agent. Capitalized terms not otherwise defined in this Amendment have the meanings ascribed to such terms in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders and the Administrative Agent are party to the Credit Agreement;

WHEREAS, the Borrower desires to amend certain provisions of the Credit Agreement; and

WHEREAS, in accordance with Section 9.02(b) of the Credit Agreement, the Administrative Agent and the Lenders party hereto constituting the Required Lenders agree, subject to the limitations and conditions set forth herein, to amend the Credit Agreement as set forth below.

NOW, THEREFORE, in consideration of the premises and the covenants and obligations contained herein, the parties hereto agree as follows:

SECTION 1. Amendments to the Credit Agreement

The Credit Agreement is, effective as of the Amendment No. 1 Effective Date (as defined below), hereby amended as follows:

(a) Amendments to Section 1.01 (Defined Terms) . Section 1.01 is hereby amended by deleting the definition of “Securitization Indebtedness” in its entirety and replacing it as follows as follows:

“ Securitization Indebtedness ” means any Indebtedness of a Securitization Subsidiary under any Securitization Transaction.

(b) Amendments to Section 6.01 (Indebtedness) .

(i) Section 6.01(a) is hereby deleted in its entirety and is replaced as follows:

(c) Securitization Indebtedness; provided , that the aggregate principal amount thereof owing to a Person that is not the Borrower or a Subsidiary of the Borrower shall not exceed $1,000,000,000 at any one time outstanding;

(ii) Section 6.01(c) is hereby deleted in its entirety and is replaced as follows:

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

(iii) Section 6.01(d) is hereby deleted in its entirety and is replaced as follows:

(d) Guarantees by any Non-Guarantor Subsidiary of Indebtedness of the Borrower, any Guarantor or any other Non-Guarantor Subsidiary;

(c) Amendment to Section 6.02 (Liens) . Section 6.02(a)(vii) is hereby deleted in its entirety and is replaced as follows:

(vii) Liens securing Indebtedness or other obligations of the Borrower or any Subsidiary in favor of any Loan Party or any Non-Guarantor Subsidiary;

(d) Amendment to Section 6.03 (Fundamental Changes) . Section 6.03 is hereby amended by deleting the word “and” that is immediately before clause (e) thereof and by inserting the following at the end of Section 6.03 immediately prior to the period:

; and (f) any Securitization Subsidiary may sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets pursuant to a Securitization Transaction

(e) Amendment to Section 6.05 (Restrictive Agreements) . Section 6.05 is hereby amended by inserting the following at the end thereof immediately prior to the period:

and (g) prohibitions, restrictions and conditions with respect to any Securitization Subsidiary contained in, or existing by reason of, any agreement or instrument relating to any Securitization Transaction

(f) Amendments to Schedules : The Schedules to the Credit Agreement are hereby amended by (i) amending and restating Schedule 3.06 in its entirety in the form of Exhibit A attached hereto, (ii) amending and restating Schedule 3.12 in its entirety in the form of Exhibit B attached hereto and (iii) amending and restating Schedule 6.04 in its entirety in the form of Exhibit C attached hereto.

SECTION 2. Conditions Precedent to the Effectiveness of this Amendment

This Amendment shall become effective on the date on which each of the following conditions is satisfied or waived in accordance with Section 9.02(b) of the Credit Agreement (the “ Amendment No. 1 Effective Date ”):

(a) The Administrative Agent shall have received each of the following, each dated the Amendment No. 1 Effective Date (unless otherwise provided below or agreed by the Administrative Agent):

(i) a counterpart of this Amendment, duly executed by the Borrower and Lenders constituting Required Lenders; and

- 2 -

(ii) a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 1 Effective Date) of Baker Botts L.L.P., counsel for the Borrower, reasonably satisfactory to the Administrative Agent and covering such matters relating to this Amendment as the Required Lenders may reasonably request (which, for the avoidance of doubt, may be combined with the opinion delivered pursuant to Section 4.01(b) of the Credit Agreement).

(b) On or before the Amendment No. 1 Effective Date, the Administrative Agent and the Lenders shall have received all fees required to be paid, and all reasonable out-of pocket expenses required to be paid for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the Amendment No. 1 Effective Date.

SECTION 3. Representations and Warranties

The Borrower hereby represents and warrants to the Lenders, as of the Amendment No. 1 Effective Date, after giving effect to this Amendment, that:

(a) The execution, delivery and performance by the Borrower of this Amendment are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate action. This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable 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.

(b) The representations and warranties of the Loan Parties set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment No. 1 Effective 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 Amendment No. 1 Effective Date, such representations and warranties continue to be true and correct in all material respects as of such specified earlier date; provided , however , that references therein to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended by this Amendment; and

(c) At the time of and immediately after giving effect to Amendment No. 1, no Default shall have occurred and be continuing.

SECTION 4. Costs and Expenses

The Borrower shall pay in accordance with, and to the extent required by, the terms of Section 9.03(a) of the Credit Agreement all reasonable and documented costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and reasonable and documented out of pocket expenses of Weil, Gotshal & Manges LLP, counsel for the Administrative Agent) in connection with the preparation, reproduction, execution and delivery of this Amendment.

- 3 -

SECTION 5. Reference to the Effect on the Loan Documents

(a) As of the Amendment No. 1 Effective Date, each reference in the Credit Agreement to “ this Agreement ,” “ hereunder ,” “ hereof ,” “ herein ,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “ thereunder ”, “ thereof ” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. As of the Amendment No. 1 Effective Date, each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended, as applicable, to reflect the changes made pursuant to this Amendment.

(b) Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein.

(d) This Amendment is a Loan Document.

SECTION 6. Execution in Counterparts

This Amendment 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 Amendment 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. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or electronic transmission (in .pdf form) shall be effective for all purposes as delivery of a manually executed counterpart of this Amendment.

SECTION 7. Governing Law

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

SECTION 8. Headings

Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

SECTION 9. Notices

All communications and notices hereunder shall be given as provided in the Credit Agreement.

- 4 -

SECTION 10. Severability

Any provision of this Amendment 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.

SECTION 11. Successors

The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit).

SECTION 12. 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 AMENDMENT 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 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 AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

[SIGNATURE PAGES FOLLOW]

- 5 -

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by their respective officers, as of the date first written above.

Exhibit A

SCHEDULE 3.06

DISCLOSED MATTERS

Exhibit C

SCHEDULE 6.04

TRANSACTIONS WITH AFFILIATES

Existing related party transactions with MRO and its subsidiaries to the extent described in the combined financial statements included in the Registration Statement (as such combined financial statements have been amended by the amendment to the Registration Statement filed May 26, 2011).