Marathon Petroleum Corporation and MPLX LP Enters into Credit Agreements

Marathon Petroleum Corporation, a Delaware corporation (MPC), entered into a $5,000 million, five-year Revolving Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, each of JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, Barclays Bank PLC, BofA Securities Inc., Citibank, N.A., Goldman Sachs Bank 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, Wells Fargo Bank, National Association, 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 MPC Credit Agreement). The New MPC Credit Agreement replaces the previously effective 2022 MPC Credit Agreement (as defined below) and is intended to be used for general corporate purposes. There were no borrowings outstanding under the 2022 MPC Credit Agreement at the time of its termination, and as of the date hereof, there are no borrowings outstanding under the New MPC Credit Agreement.

As of March 31, 2026, MPC had $2,200 million of cash and cash equivalents, including $1,500 million of cash and cash equivalents held by MPLX. The New MPC Credit Agreement provides for a $5,000 million unsecured revolving credit facility that matures on April 7, 2031. MPC has an option to increase the aggregate commitments by up to an additional $1,000 million, subject to, among other conditions, the consent of the lenders whose commitments would be increased.

In addition, MPC may request up to two one-year extensions of the maturity date of the New MPC 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 MPC Credit Agreement includes sub-facilities for swing-line loans of up to $300 million and letters of credit of up to $2,000 million (which may be increased to up to $3,000 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 MPC's credit ratings, accrue on the unused commitments under the New MPC Credit Agreement.

Borrowings under the New MPC Credit Agreement bear interest, at MPC's election, at either (i) the Term SOFR (as defined in the New MPC Credit Agreement) plus the applicable margin, depending on MPC's credit ratings, or (ii) the Alternate Base Rate (as defined in the New MPC Credit Agreement) plus the applicable margin ranging from 0.0 basis points to 75.0 basis points per annum, depending on MPC's credit ratings. The New MPC Credit Agreement contains representations and warranties, affirmative and negative covenants and events of default that MPC considers customary for an agreement of its nature and type, including a covenant that requires MPC to maintain a ratio (expressed as a percentage) of Consolidated Net Debt (as defined in the New MPC Credit Agreement) to Total Capitalization (as defined in the New MPC Credit Agreement) not to exceed 65% as of the last day of each fiscal quarter. If an event of default exists under the New MPC Credit Agreement, the lenders may terminate the commitments thereunder and require the immediate repayment of all outstanding borrowings and the cash collateralization of all outstanding letters of credit.

In addition to commitment fees and interest charges, MPC 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 MPC Credit Agreement. On April 7, 2026, MPLX LP, a Delaware master limited partnership sponsored by MPC ("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 Bank 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 MPLX Credit Agreement (as defined below) and is intended to be used for general partnership purposes.

There were no borrowings outstanding under the 2022 MPLX 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).