DESCRIPTION OF OTHER INDEBTEDNESS
MPLX Credit Agreement
On July 26,
2019, in connection with the closing of our merger with ANDX, MPLX entered into an amended and restated credit agreement, by and among MPLX, as borrower, Wells Fargo Bank, National Association, as administrative agent, each of Wells Fargo
Securities, LLC, JPMorgan Chase Bank, N.A., Barclays Bank PLC, BofA Securities, Inc., Citibank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd. and Royal Bank of Canada, as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A., as
syndication agent, each of Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd. and Royal Bank of Canada, as documentation agents, and the other lenders and issuing banks that are parties thereto, which we
refer to as the MPLX Credit Agreement, providing for a five-year $3.5 billion Revolving Credit Facility, which we refer to as the Revolving Credit Facility. The MPLX Credit Agreement amended and restated MPLXs
previously existing credit agreement, dated July 21, 2017, and became effective on July 30, 2019 upon the closing of our merger with ANDX.
The MPLX Credit Agreement includes letter of credit issuing capacity of up to approximately $300 million (subject to agreement of any
lenders to increase their letter of credit issuing commitments thereunder) and swingline loan capacity of up to $150 million. Pursuant to the terms of the MPLX Credit Agreement, the Revolving Credit Facility may be increased by up to an
additional $1.0 billion in borrowing capacity, subject to certain customary conditions, including the consent of the lenders whose commitments would increase. The MPLX Credit Agreement is for a five-year term with a maturity date of
July 30, 2024 and may be extended for up to two additional one-year periods subject to, among other conditions, the consent of the lenders holding a majority of the Revolving Credit Facility commitments,
provided that the commitments held by any non-consenting lenders will terminate on the original maturity date.
Commitment fees ranging from 10.0 basis points to 25.0 basis points per annum, depending on MPLXs credit ratings (currently 15.0 basis
points), accrue on the unused commitments under the MPLX Credit Agreement. Borrowings under the MPLX Credit Agreement bear interest, at MPLXs election, at either (i) the Adjusted LIBO (as defined in the MPLX Credit Agreement) plus a
margin ranging from 100.0 basis points to 175.0 basis points per annum, depending on MPLXs credit ratings (currently 125.0 basis points), or (ii) the Alternate Base Rate (as defined in the MPLX Credit Agreement) plus a margin ranging from
0 basis points to 75.0 basis points per annum, depending on MPLXs credit ratings (currently 25.0 basis points).
The MPLX Credit
Agreement contains certain representations and warranties, affirmative and negative covenants and events of default that we consider to be customary for an agreement of this type, including a covenant that requires MPLXs ratio of Consolidated
Total Debt (as defined in the MPLX Credit Agreement) to Consolidated EBITDA (as defined in the MPLX Credit Agreement) for the four prior fiscal quarters not to exceed 5.0 to 1.0 as of the last day of each fiscal quarter (or 5.5 to 1.0 during an
Acquisition Period (as defined in the MPLX Credit Agreement)). Consolidated EBITDA is subject to adjustments for certain acquisitions completed and capital projects undertaken during the relevant period. In addition to commitment fees and interest
charges, MPLX agreed to pay administrative fees, letter of credit fronting fees and other customary fees and to reimburse certain expenses of the lenders and agents incurred in connection with the MPLX Credit Agreement.
As of December 31, 2021 and March 7, 2022, there was approximately $300 million and $575 million of borrowings, respectively, and
less than $1 million of letters of credit outstanding under the MPLX Credit Agreement. A portion of the proceeds of this offering will be used to repay outstanding borrowings under the MPLX Credit Agreement.
MPC Intercompany Loan Agreement
MPLX is
party to an loan agreement with MPC Investment LLC, a wholly owned subsidiary of MPC which we refer to as MPC Investment, dated as of July 31, 2019. We refer to such amended and restated loan
S-10