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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                       )                           
                                           File No. EB-08-SE-601   
     In the Matter of                  )                           
                                           Acct. No. 201032100005  
     Marathon Petroleum Company, LLC   )                           
                                           FRN No. 0003012192      
                                       )                           


                                     order

   Adopted: January 13, 2010 Released: January 15, 2010

   By the Chief, Spectrum Enforcement Division, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau") and Marathon Petroleum
       Company, LLC ("Marathon"). The Consent Decree terminates an
       investigation by the Bureau into Marathon's possible violations of
       Section 301 of the Communications Act of 1934, as amended, ("Act"),
       and Sections 1.903 and 1.949(a) of the Commission's Rules ("Rules").

    2. The Bureau and Marathon have negotiated the terms of the Consent
       Decree that resolve this matter. A copy of the Consent Decree is
       attached hereto and incorporated by reference.

    3. After reviewing the terms of the Consent Decree and evaluating the
       facts before us, we find that the public interest would be served by
       adopting the Consent Decree which terminates the investigation.

    4. In the absence of new material evidence relating to this matter, we
       conclude that our investigation raises no substantial or material
       question of fact as to whether Marathon possesses the basic
       qualifications, including those related to character, to hold or
       obtain any Commission license or authorization.

    5. Accordingly, IT IS ORDERED that, pursuant to section 4(i) of the Act,
       and sections 0.111 and 0.311 of the Rules, the Consent Decree attached
       to this Order IS ADOPTED.

    6. IT IS FURTHER ORDERED that the above-captioned investigation IS
       TERMINATED.

    7. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
       shall be sent by first class mail and certified mail, return receipt
       requested, to C. Douglas Jarrett, Esq., Keller and Heckman, LLP, 1001
       G Street, N.W., Washington DC 20001.

   FEDERAL COMMUNICATIONS COMMISSION

   Kathryn S. Berthot

   Chief, Spectrum Enforcement Division

   Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                      )                           
                                                                  
                                      )   File No. EB-08-SE-601   
     In the Matter of                                             
                                      )   Acct. No. 201032100005  
     Marathon Petroleum Company LLC                               
                                      )   FRN No. 0003012192      
                                                                  
                                      )                           


                                 CONSENT DECREE

   The Enforcement Bureau of the Federal Communications Commission
   ("Commission") and Marathon Petroleum Company LLC ("Marathon" or
   "Company"), by their authorized representatives, hereby enter into this
   Consent Decree for the purpose of resolving the Enforcement Bureau's
   investigation of compliance by Marathon with Section 301 of the
   Communications Act of 1934, as amended, ("Act"), and Sections 1.903 and
   1.949(a) of the Commission's Rules ("Rules").

   I. Definitions

    8. For purposes of this Consent Decree, the following definitions shall
       apply:

    a. "Act" means the Communications Act of 1934, as amended, 47 U.S.C. S:
       151 et seq.

    b. "Adopting Order" means an Order of the Bureau adopting the terms of
       this Consent Decree without change, addition, deletion, or
       modification.

    c. "Bureau" means the Enforcement Bureau of the Federal Communications
       Commission.

    d. "Commission" and "FCC" mean the Federal Communications Commission and
       all of its bureaus and offices.

    e. "Compliance Plan" means the program described in this Consent Decree
       at paragraph 8.

    f. "Effective Date" means the date on which the Bureau releases the
       Adopting Order.

    g. "Investigation" means the investigation commenced by the Bureau's
       March 18, 2009 Letter of Inquiry ("LOI") relating to whether Marathon
       complied with Section 301 of the Act and Sections 1.903(a) and
       1.949(a) of the Rules.

    h. "Marathon" means Marathon Petroleum Company LLC and its
       predecessors-in-interest and successors-in-interest.

    i. "Parties" means Marathon and the Bureau.

    j. "Rules" means the Commission's regulations found in Title 47 of the
       Code of Federal Regulations.

   II. Background

    9. Pursuant to Section 301 of the Act and Section 1.903(a) of the Rules,
       the use or operation of any apparatus for the transmission of energy
       or communications or signals by a wireless radio station is prohibited
       except under, and in accordance with, a Commission authorization.
       Additionally, Section 1.949(a) of the Rules requires that licensees
       file renewal applications for wireless radio stations, "no later than
       the expiration date of the authorization for which renewal is sought,
       and no sooner than 90 days prior to expiration." Absent a timely filed
       renewal application, a wireless radio station license automatically
       terminates.

         1. On March 18, 2009, the Bureau issued a Letter of Inquiry to
            Marathon. The March 18, 2009 LOI directed Marathon, among other
            things, to submit a sworn written response to a series of
            questions relating to the unauthorized operation and the failure
            to timely renew the license of Station WPJY 949, the land mobile
            radio system at Marathon's Catlettsburg, Kentucky refinery.
            Marathon responded to the March 18, 2009 LOI on May 1, 2009.

   III. Terms of Agreement

   4 Adopting Order. The Parties agree that the provisions of this Consent
   Decree shall be subject to final approval by the Bureau by incorporation
   of such provisions by reference in the Adopting Order without change,
   addition, modification, or deletion.

   5. Jurisdiction. Marathon agrees that the Bureau has jurisdiction over it
   and the matters contained in this Consent Decree and has the authority to
   enter into and adopt this Consent Decree.

   6. Effective Date; Violations. The Parties agree that this Consent Decree
   shall become effective on the date on which the Bureau releases the
   Adopting Order. Upon release, the Adopting Order and this Consent Decree
   shall have the same force and effect as any other Order of the Bureau. Any
   violation of Adopting Order or the terms or conditions of this Consent
   Decree shall constitute a separate violation of a Bureau Order, entitling
   the Bureau to exercise any rights and remedies attendant to the
   enforcement of a Commission Order.

   7. Termination of Investigation. In express reliance on the covenants and
   representations in this Consent Decree and to avoid further expenditure of
   public resources, the Bureau agrees to terminate its investigation. In
   consideration for the termination of said investigation, Marathon agrees
   to the terms, conditions, and procedures contained herein. The Bureau
   further agrees that in the absence of new material evidence, the Bureau
   will not use the facts developed in this investigation through the
   Effective Date of the Consent Decree, or the existence of this Consent
   Decree, to institute, on its own motion, any new proceeding, formal or
   informal, or take any action on its own motion against Marathon concerning
   the matters that were the subject of the investigation. The Bureau also
   agrees that it will not use the facts developed in this investigation
   through the Effective Date of this Consent Decree, or the existence of
   this Consent Decree, to institute on its own motion any proceeding, formal
   or informal, or take any action on its own motion against Marathon with
   respect to Marathon's basic qualifications, including its character
   qualifications, to be a Commission licensee.

   8. Compliance Plan. For purposes of settling the matters set forth herein,
   Marathon agrees to create within thirty (30) days of the Effective Date a
   Compliance Plan ("the Plan") related to future compliance with the Act,
   the Commission's Rules, and the Commission's Orders. The Plan will include
   the following components:

      a. Leadership and Management Commitment. Marathon shall designate a
         responsible staff person as a Single Point of Accountability ("SPA")
         who will be responsible for ensuring that all radio systems operated
         by the Company are duly authorized and operated pursuant to the
         terms of the Commission's authorizations and the Commission's rules.
         The SPA or specifically authorized employees will oversee the
         preparation and filing of all applications for new, modified and
         renewal authority.

      b. Audit. The SPA will oversee a physical inspection of all private
         land mobile radio systems operated by Marathon to confirm that these
         radio systems are being operated pursuant to effective Commission
         authorizations. Marathon shall conduct these inspections and submit
         a report thereof to the Commission no later than nine months after
         the Effective Date. This Audit Report will be certified by a
         corporate officer and the SPA or his designee as being true and
         accurate.

      c. Compliance Officer. Marathon will appoint a Compliance Officer who
         will be responsible for overseeing Marathon's compliance with this
         Compliance Plan and applicable FCC requirements.

      d. Compliance Reports. Marathon will file compliance reports with the
         Commission ninety (90) days after the Effective Date, six months
         after the Effective Date, and twelve months after the Effective
         Date. Each compliance report shall include a compliance certificate
         from an officer, as an agent of Marathon, stating that the officer
         has personal knowledge that Marathon has established operating
         procedures intended to ensure compliance with this Consent Decree,
         together with an accompanying statement explaining the basis for the
         officer's compliance certification. All compliance reports shall be
         submitted to the Chief, Spectrum Enforcement Division, Enforcement
         Bureau, Federal Communications Commission, 445 12th Street, S.W.,
         Washington, D.C. 20554. All reports shall also be submitted
         electronically to Ricardo M. Durham, Senior Deputy Chief,
         Enforcement Bureau, Spectrum Enforcement Division, Ricardo.Durham
         @fcc.gov, and Susan Stickley, Attorney Advisor, Enforcement Bureau,
         Spectrum Enforcement Division, Susan.Stickley@fcc.gov.

      e. Termination Date. Unless stated otherwise,  the requirements of this
         Consent Decree will expire twelve months after the Effective Date.

   9. Voluntary Contribution. Marathon agrees to make a voluntary
   contribution to the United States Treasury in the amount of seven thousand
   five hundred dollars ($7,500) within thirty (30) calendar days after the
   Effective Date of the Adopting Order. The payment must be made by check or
   similar instrument, payable to the Order of the Federal Communications
   Commission. The payment must include the Account Number and FRN Number
   referenced in the caption to the Adopting Order. Payment by check or money
   order may be mailed to Federal Communications Commission, P.O. Box 979088,
   St. Louis, MO 63197-9000. Payment by overnight mail may be sent to U.S.
   Bank - Government Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza, St.
   Louis, MO 63101. Payment by wire transfer may be made to ABA Number
   021030004, receiving bank TREAS/NYC, and account number 27000001. For
   payment by credit card, an FCC Form 159 (Remittance Advice) must be
   submitted. When completing the FCC Form 159, enter the Account number in
   block number 23A (call sign/other ID), and enter the letters "FORF" in
   block number 24A (payment type code). Marathon will also send electronic
   notification on the date said payment is made to Ricardo.Durham @fcc.gov
   and Susan.Stickley@fcc.gov.

   10. Waivers. Marathon waives any and all rights it may have to seek
   administrative or judicial reconsideration, review, appeal or stay, or to
   otherwise challenge or contest the validity of this Consent Decree and the
   Adopting Order, provided the Bureau issues an Adopting Order adopting the
   Consent Decree without change, addition, modification, or deletion.
   Marathon shall retain the right to challenge Commission interpretation of
   the Consent Decree or any terms contained herein. If either Party (or the
   United States on behalf of the Commission) brings a judicial action to
   enforce the terms of the Adopting Order, neither Marathon nor the
   Commission shall contest the validity of the Consent Decree or the
   Adopting Order, and Marathon shall waive any statutory right to a trial de
   novo. Marathon hereby agrees to waive any claims it may otherwise have
   under the Equal Access to Justice Act, 5 U.S.C. S: 504 and 47 C.F.R. S:
   1.1501 et seq., relating to the matters addressed in this Consent Decree.

   11. Invalidity. In the event that this Consent Decree in its entirety is
   rendered invalid by any court of competent jurisdiction, it shall become
   null and void and may not be used in any manner in any legal proceeding.

   12. Subsequent Rule or Order. The Parties agree that if any provision of
   the Consent Decree conflicts with any subsequent rule or Order adopted by
   the Commission (except an Order specifically intended to revise the terms
   of this Consent Decree to which Marathon does not expressly consent) that
   provision will be superseded by such Commission rule or Order.

   13. Successors and Assigns. Marathon agrees that the provisions of this
   Consent Decree shall be binding on its successors, assigns, and
   transferees.

   14. Final Settlement. The Parties agree and acknowledge that this Consent
   Decree shall constitute a final settlement between the Parties. The
   Parties further agree that this Consent Decree does not constitute either
   an adjudication on the merits or a factual or legal finding or
   determination regarding any compliance or noncompliance with the
   requirements of the Act or the Commission's Rules and Orders.

   15. Modifications. This Consent Decree cannot be modified without the
   advance written consent of both Parties.

   16. Paragraph Headings. The headings of the Paragraphs in this Consent
   Decree are inserted for convenience only and are not intended to affect
   the meaning or interpretation of this Consent Decree.

   17. Authorized Representative. Each party represents and warrants to the
   other that it has full power and authority to enter into this Consent
   Decree.

   18. Counterparts. This Consent Decree may be signed in any number of
   counterparts (including by facsimile), each of which, when executed and
   delivered, shall be an original, and all of which counterparts together
   shall constitute one and the same fully executed instrument.

   _______________________________

   Kathryn S. Berthot

   Chief, Spectrum Enforcement Division

   Enforcement Bureau

   ______________

   Date

   _________________________________

   James F. Cantrell

   Refinery Division Manager

   Marathon Petroleum Company LLC

   ____________

   Date

   47 U.S.C. S: 301.

   47 C.F.R. S:S: 1.903 and 1.949(a).

   47 U.S.C. S: 154(i).

   47 C.F.R. S:S: 0.111, 0.311.

   47 U.S.C. S: 301.

   47 C.F.R. S:S: 1.903 and 1.949(a).

   See Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   Enforcement Bureau to C. Douglas Jarrett, Esq., counsel for Marathon
   Petroleum Company LLC (initially referred to as Marathon Oil Company)
   (March 18, 2009) (" March 18, 2009 LOI").

   47 U.S.C. S: 301.

   47 C.F.R. S:S: 1.903(a) and 1.949(a).

   47 U.S.C. S: 301; 47 C.F.R. S: 1.903(a).

   47 C.F.R. S: 1.949(a).

   47 C.F.R. S: 1.955(a)(1).

   See March 18, 2009 LOI.

   See Letter from C. Douglas Jarrett, Esq., counsel for Marathon Petroleum
   Company LLC (initially referred to as Marathon Oil Company) to Susan M.
   Stickley, Esq., Spectrum Enforcement Division, Enforcement Bureau (May 1,
   2009).

   (Continued from previous page)

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