Exhibit 10.2
Execution Version
SECOND AMENDEDANDRESTATEDLOANAGREEMENT
between
MPLX LP
AstheBorrower and
MPCINVESTMENTLLC
As the Lender
DatedasofOctober30,2026
SECOND AMENDEDANDRESTATEDLOANAGREEMENT
THIS SECOND AMENDED AND RESTATED LOAN AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of October 30, 2026 (the “Effective Date”), by and between MPLX LP, a Delaware limited partnership (the “Borrower”), and MPC Investment LLC, a Delaware limited liability company (the “Lender”).The Borrower and the Lender may be singularly referred to as a “Party” and collectively referred to as the“Parties.”
WITNESS:
WHEREAS,theLender and theBorrower arecurrently partiesto that certain Amended and Restated Loan Agreement, dated asof July 31, 2019,and amended as of January 1, 2023, July 31, 2024, and May 29, 2026 (the“LoanAgreement”),providing for anuncommitted, revolving loanfacility pursuant towhich theLender makes loanstotheBorrower, as requestedby theBorrowerand agreed to by theLender,ofupto$1.5 billion inaggregate principal amount of loans at any one time outstanding; and
WHEREAS, section 7.6 of the Limited Partnership Agreement provides thattheGeneral Partneror anyofits affiliates maylend tothe Borrower or any of its subsidiaries,and theBorrower and any its subsidiaries may borrowfrom theGeneral Partner oranyofitsaffiliates, funds needed ordesiredby theBorrower forsuchperiods oftimeand in suchamountsastheGeneral Partner may determine; and
WHEREAS, the Lender is the sole member of the General Partner and beneficially owns, directly and indirectly through its subsidiaries, a limited partner interest in the Borrower, assuch, the Lender standstobenefit from the extension of credit to the Borrowerhereunder;
WHEREAS, to provide additional credit support to the Borrower, the Lender has agreedto amendand restate the Loan Agreementon the termsand conditions set forth herein to, among other things, increase the maximumborrowing capacitythereundertoup to $2.5 billion ofaggregateborrowings at any one time outstandingand to extend the term for anadditional five years commencing onthe EffectiveDate.
NOW THEREFORE, in consideration of the promises and mutual representations, warranties and covenants in this Agreement, the Parties hereby agree as follows:
ARTICLE 1 DEFINITIONS
1.1 Capitalized terms used in this Agreement have themeanings and aresubject to the rules of construction set forth in AppendixA.
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ARTICLE 2 LOAN
2.1 Loans.SubjecttothetermsprovidedforinthisAgreement,theLendershallfrom time-to-time on or aftertheEffective Date make loansto theBorrower on a revolvingbasis (each,a “Loan”andcollectively,the“Loans”),asrequested bytheBorrowerandagreedtobytheLender (intheLender'ssolediscretion),in amountsthatdonotresultintheaggregate principal amountof allLoansatanyonetimeoutstandingexceeding$2,500,000,000.
2.2 Maturity.The entire unpaid principalamount of the Loans (togetherwith all accrued and unpaid interest and otheramounts, ifany, payablehereunder)shall mature and become due and payable on the fifth anniversary of the Effective Date (such date, the “Maturity Date”). Notwithstanding the foregoing, the Lender may demand payment of all or any portion of the outstanding principal amount of the Loans (together with all accrued and unpaid interest and other amounts, if any, payable hereunder) at any time prior to the Maturity Date by providing written demand totheBorrower,providedthatthe Lendermay not makeany partial demandfor payment in an amount less than Two Million U.S. Dollars ($2,000,000).The Borrower shallpay any amountsdemandedno later than three (3) Business Days following the receipt by the Borrower of the written demand for payment.
2.3 OptionalPrepayment.The Borrowermay, at any time prior to the MaturityDate and withoutpenalty, pay all or any portion of the unpaid principal amount of the Loans (together with all accruedand unpaidinterest and other amounts, if any, payablehereunder), provided that the Borrower may not make any partialprepayment in an amount less than Two Million U.S. Dollars ($2,000,000).
2.4 Promissory Note.The Loans will be evidenced by a single non-negotiable promissory note, dated as of the Effective Date in substantially the form attached hereto as Appendix B(the“PromissoryNote”),to be executed by the Borrower payable to the Lender and delivered tothe Lender concurrentlywith the execution and delivery of this Agreement, and therebycancelling and replacing any prior notes.The Lender shall record, on a schedule to the Promissory Note, (i) the amount and date of each Loan made by the Lender to theBorrower pursuant toSection 2.1,(ii) theamount of interest thataccrues ontheoutstanding principal amount of eachoutstanding Loan during each Interest Period, (iii) the date and amountof each paymentofinterest orprincipalmadeby the Borrower and(iv)the balance of the principal amount ofall outstanding Loans, including unpaid and accrued interest, if any, as of the end of each Interest Period, provided that the failure of the Lender to record such information or any error therein shall not in any manner affect the validity or enforceability of the Borrower's obligations hereunder.The schedule to the Promissory Note, as maintained by the Lender, shall be presumed accurate and complete absent manifest error.
2.5 Payments of Principal and Interest.The Borrower shall make all payments of principal and interestor other amounts, if any,that arerequiredtobemadeunderthisAgreement by wire,electronic or interbank transfer of immediately available funds to an account or accounts designated by the Lender.Any payments received by the Lender from the Borrower shall first be applied to any unpaid interest and other amounts, if any, that are then due and payable with the remainder ofsuch payments tobe appliedtothe unpaid principal amount of theLoan.
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ARTICLE 3 INTEREST
3.1 Interest.Interest shall accrue onthe unpaid principal amount of the Loansat a rate equal to the sum of (i) the one (1) month Term SOFRRate for dollar deposits on thefirst BusinessDayof suchInterest Period, plus (ii) one hundred twenty-five basis points (1.25%) or such lower Term SOFR spread that would be applicable under the Credit Facility. Interest shall be calculated for each Interest Period on the daily principal balance of the Loan outstanding during such Interest Period on the basis of a year of 360 days for the actual number of days elapsed. The Lender's calculation of interest accruing on any Loan shall be presumed accurate absent manifest error. In the event that borrowings based on the Term SOFR Rate (or a derivative thereof) cease to be available to the Borrower under the Credit Facility, the Borrower and the Lender shall negotiate in good faith to amend this Agreement to provide for a mutually agreeable replacement interest rate.
3.2.Interest Payments.TheBorrower shall pay interest inarrearson thelastday ofeach Interest Period (or if such day is not a Business Day, the first Business Day following the end of the Interest Period); provided, however, that (i) any interest accrued pursuant to Section 3.3shall be payableon demandand (ii)in the event of a repaymentdemandby the Lenderor prepaymentby the Borrower oftheprincipal amount of the Loans outstanding (orany portion thereof), theaccrued and unpaidinterest ontheprincipal amount ofthe Loansrepaid shall bepayable on thedate ofsuch repayment.
3.3Delinquent Payments.Notwithstanding the foregoing, if any principal payment, interest or other amount, ifany, required tobe paid on anyLoan is not paid when dueand payable hereunder,such overdueamountshallbearinterest, afteraswell asbefore judgment, on thebasis of a year of 360 days for the actualnumberof days elapsedthroughthe date of payment,at a rate per annum equal to two percentage points (2.00%) plus the interest rate otherwise payable on the principal balance ofsuch Loan as provided in Section 3.1.
ARTICLE4 WARRANTIES
EachPartyherebyrepresentsandwarrantstotheother,asoftheEffectiveDate,that:
4.1 Organization;Powers.Such Party (a) is duly organized,validly existing andin good standing under the laws of the jurisdiction of its organization,(b) has all the requisite power and authority to carry on its business as now conducted and (c) except where the failure to be so qualifiedor in good standing would not reasonablybeexpected tohaveaMaterialAdverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.
4.2 Authorization; Enforceability.The execution, delivery and performance by such Party of this Agreement and the other Loan Documents are within such Party's limited liability company or limited partnership powers, as applicable, and have been duly authorized by all necessary limited liability company or limited partnership action, as applicable. This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Party that is a party thereto. This Agreement constitutes, and each other Loan Document when so executed and delivered will constitute, a legal, valid and binding obligation of each Party that is a party thereto, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy,
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insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
4.3 Governmental Approvals; No Conflicts.The execution, delivery and performance by each Party of this Agreement and each other Loan Document to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or will be obtained or made after the date hereof, (b) will not violate in any material respect any law or regulation or any order of any Governmental Authority, in each case, applicable to or binding upon such Party or any of its property, (c) will not violate or result in a default under any indenture, agreement or otherinstrument binding upon such Party, or by which any property orasset of such Party isbound, except to the extent that a Material Adverse Effect would not reasonably be expected to result therefrom and (d) will not violate the organizational documents of such Party.
ARTICLE 5 COVENANTS
From and after the Effective Date and until the principal amount of all Loans, interest and other amounts, if any, payable by the Borrower hereunder have been paid in full (other than indemnities andother contingent obligations notthendueand payable andastowhichnoclaim has been made), the Borrower covenants and agrees with the Lender that:
5.1 Existence;Conductof Business.TheBorrower willdo or cause tobe done all things necessary topreserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except to the extent that the failure to maintain and preserve the same would not reasonably be expected to result in a Borrower Material Adverse Effect.
5.2 Payment of Taxes and other Obligations.The Borrower will pay its Tax liabilities and other governmental obligations which, if unpaid, would reasonably be expected to result in a Lien upon any property of the Borrower before the same shall become delinquent or in default, except to the extent that (a) the validity or amount thereof is being contested in good faith by appropriate proceedings or (b) the failure to make such payment would not reasonably be expected to result in a Borrower Material Adverse Effect.
5.3 Maintenance of Properties; Insurance.The Borrower will (a) maintain all property material to theconduct of its business in good working orderand condition,ordinary wearandtear excepted, and(b)maintain, with financially sound and reputable insurance companies, insurance in such amounts and subjectto such self-insuredretentionsas is reasonablynecessary, in the judgmentof theBorrower,to adequatelyprotecttheBorrower'sassets andpropertiesandinsure the Borrower against risks customarily insured against in theBorrower's industry.
5.4 Books and Records; InspectionRights.The Borrower shall maintain proper books of record and accountin which complete and accurate entries, inall materialrespects, are madeof its financial and business transactions to the extent required by GAAP and applicable law.The Borrower will permit any representativesdesignatedby theLender,at the Lender's expense(unless an Event of Default hasoccurred and is continuing, in which caseitshall beat the Borrower's sole expense) and upon reasonableprior notice and subject to any applicable restrictions or limitations on access to any
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facility or information that is classified or restricted by contract or by law, regulation or governmentalguidelines,to visit and inspect the Borrower's properties, to examine and make extracts from the Borrower's books and records, and to discuss the Borrower's affairs, finances and condition with the Borrower's officers and independentaccountants.
5.5 Compliance with Laws.The Borrowershallcomply with all laws,rules,regulations and orders ofany GovernmentalAuthority applicableto it or its property,except where the failure todoso would not reasonably beexpected to result ina BorrowerMaterial Adverse Effect.
5.6 Compliance with Revolving Credit Facility.The Borrower will comply in all material respects with the covenants, terms and conditions to which it is subject under the Credit Facility.
5.7 Useof Proceeds.TheBorrower shall use the proceeds from the Loans for working capital and general partnership purposes.
ARTICLE 6
EVENTSOFDEFAULT
If anyof thefollowing events (each, an “Event ofDefault”) occur on or after the Effective Date and prior to the payment in full of the principal amount of the Loans, interest and other amounts, ifany, payable bythe Borrower hereunder have been paid in full (other than indemnities and other contingentobligationsnot then due and payable and asto which no claim has been made):
6.1 the Borrower fails to make any paymenton the principal of any Loan when and as thesame shallbecome due and payable hereunder;
6.2 the Borrower fails to make any interest payment on any Loan or fails to make any other payment, if any, required to be under this Agreement (other than an amount referred to in Section 6.1), when and as the same shall become due and payable, and such failure shall continue unremediedfor a period of ten (10) days after the Borrower receives written demand for payment from theLender;
6.3 anyrepresentation orwarrantymadeby the Borrower inthis Agreementor any other Loan Document shall prove to have beeninaccurate when made without giving effect to any materiality orMaterialAdverse Effect qualifier containedthereinand such inaccuracy is reasonably likely to result ina Borrower Material Adverse Effect;
6.4 the Borrower fails to observe or perform any covenant oragreement containedin thisAgreementorotherLoanDocument, andsuchfailureshallcontinue unremedied fora periodof thirty (30) days after receipt of notice thereof from the Lender tothe Borrower;
6.5 an involuntary proceeding is commenced, or aninvoluntary petition is filed, in any court of competentjurisdictionseeking (i)liquidation,reorganizationorother reliefin respect of the Borrower or its debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency,receivershipor similar law now orhereafter in effect or (ii) the appointment ofa receiver, trustee,custodian,conservator or similar official for the Borrowerorfor a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of theforegoing shall be entered by such court;
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6.6 the Borrower shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 6.5, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, conservator or similar official for the Borrower or for a substantial portion of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any corporate action for the purpose of effecting any of the foregoing;
6.7 the Borrower shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; or
6.8 any event ofdefaultoccursandiscontinuingundertheCreditFacility;
then, and in every such event the Lender may, upon written notice to the Borrower, declare the principal amount of each Loan then outstanding (together with all accrued and unpaid interest thereon, and other amounts, if any, required to be paid hereunder) due and payable immediately, withoutpresentment,demand, protest orothernotice ofany kind, all of which are herebywaived by the Borrower.
ARTICLE 7 MISCELLANEOUS
7.1 Notices.(a)All notices and other communications required or permitted to be providedunder thisAgreement,or any other Loan Document, shallbe inwritingand shallbe sent by hard copy delivery by hand or overnight courier service, mailed by certified or registered mail, as follows:
(i) iftotheBorrower,to:
MPLX LP
c/oMPLXGPLLC
200E. Hardin Street Findlay,Ohio 45840 Attention:Treasurer
or
(ii) iftotheLender,to:
MPCInvestmentLLC 539 S. Main St.
Findlay, Ohio45840 Attention:Treasurer
(b)Any Party may change its address fornoticesand other communications hereunder by providing notice to the other Party hereto in accordance with this Section 7.1.Notices sent by hand or overnight courier service, or mailed by certified or registeredmail, shallbe deemed tohave been given when received.
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7.2 Waivers; Amendments.No failure or delay by the Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Lender hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver or amendment or other modification of any provision of this Agreement will be effective except as agreed to inwriting by the Borrower and the Lender.
7.3 Expenses.The Borrower shallpayall reasonable and documented outofpocket expenses incurred by the Lender, including the reasonable attorney fees, in the preparation and administrationof this Agreement and any amendments, modifications or waivers of the provisions hereof, or inconnection with theenforcement orprotection of the Lender's rights hereunder.
7.4 Indemnity.The Borrower shall indemnify the Lender and any of its affiliates, excluding the Borrower or any of its subsidiaries (each such person, an “Indemnified Person”), against, and hold the Indemnified Persons harmless from, any and all losses, claims, damages, judgements, settlements, liabilities, obligations and costs and expenses, including reasonable attorney fees and defense costs (collectively,“Losses”) incurred by, asserted against or otherwise involving an IndemnifiedPersonarising out of, in connectionwith, or as a resultof (i) the execution or delivery of this Agreement or any other Loan Document, the performanceby the Parties hereto of their respective obligations under this Agreement or other Loan Document or the consummationof the transactionscontemplatedhereby, (ii)the enforcementof theLender's rights ortherightsofanyotherIndemnifiedPersonunderthisAgreementorotherLoanDocument,(iii) the Loans or the use of the proceeds therefrom or (iv) any actual or prospective claim, suit, cause of action, litigation, investigation or proceeding relating to any of the foregoing (a “Covered Proceeding”), whether based on contract, tort or any other theory and regardless of whether the Lender or other Indemnified Person is a party thereto and regardless of whether brought by a third party or by the Borrower; provided; however, that the foregoing indemnity shall not be available to the extent that such Losses are determined by a final, non-appealable judgment of a court of competent jurisdiction to primarily arise out of the willful misconduct or gross negligence of the Lender or other Indemnified Person. The Borrower shall promptly, upon demand, reimburse the Lender or other Indemnified Person for any costs and expenses (including reasonable attorney fees and defense costs) incurred in any Covered Proceeding, provided that the Lender or other Indemnified Person undertakes in writing to repay any such costs or expenses so reimbursed upon a final, non-appealable judgment of a court of competent jurisdiction that the Lender or other Indemnified Person is not entitled to indemnification with respect to such Covered Proceeding.
7.5 Successors and Assigns.The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided, however, that the Borrower may not assign, delegate or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void).
7.6 No Third-Party Beneficiaries.Nothing in this Agreement, expressed or implied, shall be construed to confer upon any person or entity other than the Parties and their respective successors and permitted assigns any legal or equitable right, remedy or claim under or by reason of this Agreement.
7.7 Survival.All covenants, agreements, representations and warranties made by the Borrower herein or in any other Loan Document shall be considered to have been relied upon by the
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Lender and shall survive the execution and delivery of this Agreement and the making of any Loan, regardless of any investigation made by the Lender or on its behalf and notwithstanding that the Lender may have had notice or knowledge of any incorrect representation or warranty at the time of making any Loan or entering into this Agreement or other Loan Document, and shall continue in full force and effect until the principal balance of all Loans, interest and other amounts, if any, payable hereunder by the Borrower are paid in full, at which time all covenants, agreements, representations and warranties will automatically, without any further action by the Parties, terminate and be of no further force and effect except as with respect to any claims for indemnification arising out of events occurring prior to the effective date of such termination.
7.8 Counterparts; Integration.This Agreement and the other Loan Documents may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire agreement among the Parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall be deemed to amend and restate and replace in its entirety the Loan Agreement. Any Loans outstanding under the Loan Agreement on the Effective Date will be deemed to be Loans made and outstanding under this Agreement and reflected on the Promissory Note.
7.9 Severability.Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality orunenforceabilitywithout affecting the validity, legality andenforceabilityof the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
7.10Rightof Setoff.If an Event of Default occurs and is continuing, the Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any or all of the existing payment obligations of the Lender or any of its Affiliates to the Borrower against any or all of the obligations of the Borrower which are then due and payable under this Agreement. The Lenderagreestopromptlynotifythe Borrowerafterany suchsetoff; provided,however,thatthefailure togivesuchnotice shall notaffectthevalidity of such setoff and application.
7.11 Governing Law; Jurisdiction; Consent to Service of Process.(a) ThisAgreement and theother Loan Documents shall be construedin accordancewith and governed bythe lawof the State of Ohio.
(b) Each Partyhereby irrevocably and unconditionally submits to the exclusive personal jurisdiction of the United States District Court for theNorthern District of Ohio, orifsuch court isnotpermittedtoadjudicate such matter under federal law, toanyOhiostate court of first impression,in any action orproceeding arising out of or relating to this Agreement,any other Loan Document or the transactions contemplated hereby or thereby, and each Party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined solely in such courts. Each Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
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(c) Each Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectivelydoso,any objectionwhichitmay nowor hereafter have to the laying of venue ofany suit, actionor proceeding arising outof or relating to thisAgreement, anyother Loan Documentor thetransactionscontemplatedhereby ortherebyinany court referred to in paragraph (b)of this Section 7.11.Each Party hereby irrevocably waives, tothefullest extent permittedby law,thedefense of an inconvenient forum to the maintenance ofsuch action or proceeding in any such court.
(d) Each Party irrevocably consents to service of process in the manner provided for notices in Section 7.1above.Nothing in this Agreement will affect the right of any Partyto thisAgreement to serve process in anyother manner permitted by law.
7.12 WAIVER OF JURY TRIAL.EACH PARTY HEREBYIRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT ANDTHE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.12.
7.13 Headings.Article and Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
7.14 Interest Rate Limitation.Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to the Loan, together with all fees, charges and other amounts, if any, which are treated as interest on the Loan under applicablelaw shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding the Loan in accordance with applicable law, the rate of interest payable in respect of theLoan hereunder,together withall fees,charges and otheramounts payable in respect thereof, shall be limited to theMaximumRate.
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IN WITNESSWHEREOF,each of the Parties has executedthis Second Amendedand Restated Loan Agreement as of the Effective Date.
MPC INVESTMENT LLC
as Lender
By: __/s/ Kristina A. Kazarian______
Kristina A. Kazarian
Vice President and Treasurer
MPLX LP
By: MPLX GP LLC, its General Partner
as Borrower
By: _/s/ Brian Kreinbrink_____
Brian R. Kreinbrink
Assistant Treasurer
[Signature Page to Loan Agreement]
Appendices
| Appendix A | Definition of Terms | |||||||||||||
| Appendix B | Form of Promissory Note |
APPENDIX A
DEFINITIONOFTERMS
Introductory Note--Construction.Whenever the context requires, the gender of all words used in this Agreementincludes the masculine, feminine and neuter and terms defined in the singular have the corresponding meanings in the plural, and vice versa. Except as this Agreement otherwise specifies, all references herein to any law, are references to that law (and any rules and regulations promulgated thereunder), as the same may have been amended. The word “includes” or “including” means “including, but not limited to,” unless the context otherwise requires. The words “shall” and “will” are used interchangeably and have the same meaning. The words “this Agreement,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Second Amended and Restated Loan Agreement refer to the relevant agreement as a whole and not any particular Section or Article in which such words appear. If a word or phrase is defined, its other grammatical forms have a corresponding meaning. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless business days or “Business Days” are specified. Time periods within or following which any payment is to be made or an act is to be done shall be calculated by excluding the day on which the time period commences and including the day on which the time period ends. Unless specifically provided for in this Agreement, the term “or” shall not be deemed to be exclusive. References to a person are also to its successors and/or permitted assigns, if any. All exhibits and annexes attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. All references to currency in this Agreement shall be to, and all payments required under this Agreement shall be paid in, lawful currency of the United States.
Definitions.
“Agreement” has the meaning set forth in the preamble.
“Borrower”hasthemeaningsetforthinthepreamble.
“Borrower Material Adverse Effect” means a material adverse effect on (a) the business, operations, property orfinancial condition of the Borrower, (b) the ability of the Borrower to perform its obligationsunder the Loan Documents or (c) the rights and remedies of the Lender under the Loan Documents.
“Business Day”means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with any interest rate settings, fundings, disbursements, settlements or payments of any Loan referencing SOFR, the term “Business Day” shall also exclude any day that is not a U.S. Government Securities Business Day.
“CoveredProceeding”hasthemeaningsetforthinSection7.4.
“Credit Facility” means that certain RevolvingCredit Agreement, dated asof April7,2026,byand among the Borrower, as borrower,Wells Fargo Bank, National Association, as
administrativeagent, and theother financialbanking institutionsthat are parties thereto, as may befurther amended, amended and restated, supplemented, modified, replaced or superseded.
“EffectiveDate”hasthemeaningsetforthinthepreamble.
“EventofDefault”hasthemeaningsetforthinArticle6.
“GAAP”means generally accepted accounting principles in the United States of America as in effect, from time to time.
“General Partner”has the meaning set forth in the Limited Partnership Agreement.
“GovernmentalAuthority”means any federal,state,local,foreign,multi-national,supra-national,national,regionalorothergovernmentalagency,authority,administrativeagency,regulatory body, commission, board, bureau, agency, officer, official, instrumentality, court or arbitral tribunalhaving governmentalorquasi-governmentalpowersor anyother instrumentalityor political subdivision thereof; provided, however, that such term shall not include any entity or organization that is engaged in industrialor commercialoperations and iswholly or partly owned byanygovernment,tothe extentthat such entity or organizationisacting in a commercial capacity.
“IndemnifiedPerson”hasthemeaningsetforthinSection7.4.
“Interest Period” means each successive calendar month during which any principalamount or interest on the Loans is outstanding.
“Lender”hasthemeaningsetforthinthepreamble.
“Lender Material Adverse Effect” means a material adverse effect on (a) the business, operations,property or financial condition of theLender or (b)theability of the Lender toperform its obligationsunder the Loan Documents.
“Lien”means, with respect to any asset of Borrower, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset or (b) the interest of a vendor or a lessor under any conditional sale agreement, finance lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.
“Limited Partnership Agreement”means that certain Sixth Amended and Restated Agreement of the Borrower, dated as of February 1, 2021, as amended, amended and restated, supplemented, modified, replaced or superseded.
“Loan”hasthemeaningsetforthinSection2.1.
“LoanAgreement”hasthe meaningsetforthintherecitals.
“Loan Documents” means collectively, this Agreement,the Promissory Note and eachotherancillary agreement, certificate, instrument orotherdocument required or contemplatedtobe executed in connection with this Agreement or any Loan.
“Losses”hasthemeaningsetforthinSection7.4.
“MaterialAdverseEffect”meansaBorrowerMaterialAdverseEffectoraLender MaterialAdverseEffect,as applicable.
“MaturityDate”hasthemeaningsetforthinSection2.2.
“MaximumRate”hasthemeaningsetforthinSection7.14.
“Party”hasthemeaningsetforthinthepreamble.
“PromissoryNote” hasthemeaningsetforthinSection2.4.
“Tax” means (i) any and all federal, state, provincial, county, local orforeign taxes or leviesof any kindandany and all other like assessments, customs, duties, imposts, charges orfees, including income, grossreceipts, ad valorem, value added, excise, real property, personal property, escheat, asset, sales, use,franchise, license, payroll, transaction, capital, capital gains, net worth, withholding, estimated, social security, utility, workers' compensation, severance, disability, wage, employment, production, unemployment compensation, occupation, premium, windfall profits, transfer,gains,alternativeoradd-onminimum,stamp,documentary,recapture,businesslicense, business organization, environmental, profits, lease, or other taxes or other charges imposed by or on behalf or payable to any Governmental Authority, together with any interest, fines, penalties, assessments, or additions resulting from, attributable to, or incurred in connection with any of the foregoing (whether or not disputed) and (ii) any transferee or other secondary or non-primary liability or other obligations with respect to any item in clause (i)above, whether such liability or obligation arises byassumption, operation of law, contract, indemnity, guarantee, as a successor or otherwise).
“Term SOFR Rate”means with respect to any Loan comparable to the applicable Interest Period, the rate per annum published by the CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR), or a successor administrator; provided that if Term SOFR Rate, as so determined, would be less than zero, Term SOFR Rate shall be deemed to be zero for purposes of this Agreement.
“U.S. Government Securities Business Day”means any day except for (a) a Saturday, (b) a Sunday, or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.