Exhibit 4.1
Executed Version
TENTH SUPPLEMENTAL INDENTURE
THIS TENTH SUPPLEMENTAL INDENTURE, dated as of February 10, 2025 (this Supplemental Indenture), is between
Marathon Petroleum Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the Company), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as
trustee (the Trustee).
WITNESSETH
WHEREAS, pursuant to the Indenture, dated as of February 1, 2011, between the Company and the Trustee, as supplemented by
the First Supplemental Indenture, dated as of September 5, 2014, the Second Supplemental Indenture, dated as of December 14, 2015, the Third Supplemental Indenture, dated as of October 2, 2018, the Fourth Supplemental Indenture, dated
as of October 2, 2018, the Fifth Supplemental Indenture, dated as of October 2, 2018, the Sixth Supplemental Indenture, dated as of October 2, 2018, the Seventh Supplemental Indenture, dated as of October 2, 2018, the Eighth
Supplemental Indenture, dated as of October 2, 2018 and the Ninth Supplemental Indenture, dated as of April 27, 2020 (collectively, the Indenture), the Company may from time to time issue and sell Securities in one or more
series;
WHEREAS, the Company desires to create and authorize two new series of Securities entitled 5.150% Senior
Notes due 2030 (the 2030 Notes), limited initially to $1,100,000,000 in aggregate principal amount, and 5.700% Senior Notes due 2035 (the 2035 Notes and, together with the 2030 Notes, the Notes),
limited initially to $900,000,000 in aggregate principal amount, and to provide the terms and conditions upon which the Notes are to be executed, registered, authenticated, issued and delivered, the Company has duly authorized the execution and
delivery of this Supplemental Indenture;
WHEREAS, the 2030 Notes and the 2035 Notes are two series of Securities and are
being issued under the Indenture, as supplemented by this Supplemental Indenture, and are subject to the terms contained therein and herein;
WHEREAS, the 2030 Notes and the 2035 Notes are to be substantially in the form attached hereto as Exhibit A and Exhibit
B, respectively; and
WHEREAS, all acts and things necessary to make the Notes, when executed by the Company and
authenticated and delivered by or on behalf of the Trustee as provided in the Indenture and this Supplemental Indenture, the valid, binding and legal obligations of the Company, and to make this Supplemental Indenture a legal, binding and
enforceable agreement, have been done and performed.
NOW, THEREFORE, in order to declare the terms and conditions upon
which the Notes are executed, registered, authenticated, issued and delivered, and in consideration of the foregoing premises and the purchase of such Notes by the Holders thereof, the Company and the Trustee mutually covenant and agree, for the
equal and proportionate benefit of the Holders from time to time of the Notes, as follows:
Section 1.
Definitions. Terms used in this Supplemental Indenture and not defined herein shall have the respective meanings given such terms in the Indenture.