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| Entry into a Material Definitive Agreement. |
On April 7, 2026, MPLX LP, a Delaware master limited partnership (“MPLX”), entered into a $2.5 billion, five-year Revolving
Credit Agreement with 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., Goldman Sachs Banks USA, Mizuho
Bank, Ltd., MUFG Bank, Ltd., RBC Capital Markets, Sumitomo Mitsui Banking Corporation and TD Securities (USA) LLC, 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., Goldman Sachs Bank USA, Mizuho Bank, Ltd., MUFG Bank, Ltd., Royal Bank of Canada,
Sumitomo Mitsui Banking Corporation and The Toronto-Dominion Bank, New York Branch, as documentation agents, and the
other lenders and issuing banks that are parties thereto (the “New MPLX Credit Agreement”).
The New MPLX Credit Agreement replaces the previously effective 2022 Credit Agreement (as defined below) and is intended to
be used for general partnership purposes. There were no borrowings outstanding under the 2022 Credit Agreement at the time of
its termination, and as of the date hereof, there are no borrowings outstanding under the New MPLX Credit Agreement. As of
March 31, 2026, MPLX had $1.5 billion of cash and cash equivalents.
The New MPLX Credit Agreement provides for a $2.5 billion unsecured revolving credit facility that matures on April 7, 2031.
MPLX has an option to increase the aggregate commitments by up to an additional $1.0 billion, subject to, among other
conditions, the consent of the lenders whose commitments would be increased. In addition, MPLX may request up to two one-
year extensions of the maturity date of the New MPLX Credit Agreement subject to, among other conditions, the consent of
lenders holding a majority of the commitments, provided that the commitments of any non-consenting lenders will terminate on
the then-effective maturity date. The New MPLX Credit Agreement includes sub-facilities for swing-line loans of up to $150.0
million and letters of credit of up to $150.0 million (which may be increased to up to $200.0 million upon receipt of additional letter
of credit issuing commitments).
Commitment fees ranging from 10.0 basis points to 25.0 basis points per annum, depending on MPLX’s credit ratings, accrue on
the unused commitments under the New MPLX Credit Agreement. Borrowings under the New MPLX Credit Agreement bear
interest, at MPLX’s election, at either (i) the Adjusted Term SOFR (as defined in the New MPLX Credit Agreement) plus a margin
ranging from 100.0 basis points to 175.0 basis points per annum, depending on MPLX’s credit ratings or (ii) the Alternate Base
Rate (as defined in the New MPLX Credit Agreement) plus a margin ranging from 0.0 basis points to 75.0 basis points per
annum, depending on MPLX’s credit ratings.
The New MPLX Credit Agreement contains representations and warranties, affirmative and negative covenants and events of
default that MPLX considers customary for an agreement of its nature and type, including a covenant that requires MPLX’s ratio
of Consolidated Total Debt (as defined in the New MPLX Credit Agreement) to Consolidated EBITDA (as defined in the New
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 New 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 New MPLX Credit Agreement.
Certain parties to the New MPLX Credit Agreement have in the past performed, and may in the future from time to time perform,
investment banking, financial advisory, lending or commercial banking services for MPLX and its subsidiaries and affiliates, for
which they have received, and may in the future receive, customary compensation and reimbursement of expenses.
The above description of the material terms and conditions of the New MPLX Credit Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 hereto and
incorporated by reference herein.
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| Termination of a Material Definitive Agreement. |
The New MPLX Credit Agreement replaced MPLX’s previously existing $2.0 billion credit agreement, dated as of July 7, 2022
(the “2022 Credit Agreement”), by and among MPLX, Wells Fargo Bank, National Association, as administrative agent, and the
various other commercial lending institutions that were party thereto. The 2022 Credit Agreement was terminated in connection
with and as a condition to the availability of the lending and credit commitments under the New MPLX Credit Agreement. A
summary of the material terms of the 2022 Credit Agreement may be found in the Current Report on Form 8-K filed by MPLX on
July 12, 2022, which summary is incorporated herein by reference.
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| Results of Operations and Financial Condition. |
The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to MPLX’s preliminary estimate of its cash
and cash equivalents as of March 31, 2026, is incorporated herein by reference. Such information is unaudited and preliminary
and does not present all information necessary for an understanding of the MPLX’s results of operations for the quarter ended
March 31, 2026.
