16. Debt

Our outstanding borrowings at September 30, 2012 and December 31, 2011 consisted of the following:


(In millions)	September 30, 2012			December 31, 2011
Marathon Petroleum Corporation:
Revolving credit agreement due 2017	$	—		$	—
3.500% senior notes due March 1, 2016		750			750
5.125% senior notes due March 1, 2021		1,000			1,000
6.500% senior notes due March 1, 2041		1,250			1,250
Consolidated subsidiaries:
Capital lease obligations due 2012-2027^(a)		342			299
MPLX Operations LLC revolving credit agreement due 2017		—			—
Trade receivables securitization facility due 2014		—			—

Total		3,342			3,299
Unamortized discount		(10	)		(11	)
Fair value adjustments^(b)		17			19
Amounts due within one year		(20	)		(15	)

Total long-term debt due after one year	$	3,329		$	3,292

^(a)

These obligations as of September 30, 2012 include $147 million related to assets under construction at that date for which a capital lease will commence upon completion of construction. The amounts currently reported are based upon the percent of construction completed as of September 30, 2012 and therefore do not reflect future lease obligations of $166 million related to the assets.

^(b)	See Notes 14 and 15 for information on interest rate swaps.

There were no borrowings or letters of credit outstanding under the revolving credit agreements or the trade receivable securitization facility at September 30, 2012.

MPC Revolving Credit Agreement - On September 14, 2012, we entered into a five-year senior unsecured revolving credit agreement (the “Credit Agreement”) with a syndicate of lenders and terminated our previous revolving credit agreement. Under the Credit Agreement, we have an initial borrowing capacity of $2.0 billion. We have the right to seek to increase the total amount available under the Credit Agreement to $2.5 billion, subject to certain conditions including the consent of the lenders whose commitments would be increased. The Credit Agreement includes letter of credit issuing capacity of up to $2.0 billion and swingline loan capacity of up $100 million. We may, subject to certain conditions, request that the term of the Credit Agreement be extended for up to two additional one-year periods. Each such extension would be subject to the approval of lenders holding greater than 50 percent of the commitments then outstanding, and the commitment of any lender that does not consent to an extension of the maturity date will be terminated on the then-effective maturity date.

The Credit Agreement contains representations and warranties, affirmative and negative covenants and events of default that we consider usual and customary for an agreement of this type. The financial covenant included in the Credit Agreement requires us to maintain, as of the last day of each fiscal quarter, a ratio of Consolidated Net Debt (as defined in the Credit Agreement) to Total Capitalization (as defined in the Credit Agreement) of no greater than 0.65 to 1.00. In addition, the Credit Agreement includes limitations on the indebtedness of our subsidiaries, other than subsidiaries that guarantee our obligations under the Credit Agreement and our ability, and the ability of our subsidiaries, to incur liens on property or assets or enter into certain transactions with affiliates.

Borrowings of revolving loans under the Credit Agreement bear interest, at either (i) the sum of the Adjusted LIBO Rate (as defined in the Credit Agreement), plus a margin ranging between 1.00 percent to 2.00 percent, depending on our credit ratings, or (ii) the sum of the Alternate Base Rate (as defined in the Credit Agreement), plus a margin ranging between zero percent to 1.00 percent, depending on our credit ratings. The Credit Agreement also provides for customary fees, including administrative agent fees, annual commitment fees ranging from 0.10 percent to 0.35 percent, depending on our credit ratings, on the unused portion, fees in respect to letters of credit and other fees.

During the three months ended September 30, 2012, we expensed $1 million of the deferred financing costs from the previous revolving credit agreement related to lenders who discontinued participation in the credit revolver arrangement. The remaining $22 million of deferred financing costs from the previous revolving credit agreement will be amortized over the life of the new revolving credit agreement.

MPLX Operations LLC Revolving Credit Agreement - On September 14, 2012, MPLX Operations LLC, an affiliate of MPC and wholly-owned subsidiary of MPLX LP (“MPLX”) following the consummation of the MPLX initial public offering (see Note 21), as the borrower, and MPLX, as the parent guarantor, entered into a five-year senior unsecured revolving credit agreement (“MPLX Credit Agreement”) with a syndicate of lenders, which will provide MPLX with an independent source of liquidity following the MPLX initial public offering. The MPLX Credit Agreement has an initial borrowing loan capacity of $500 million. MPLX has the right to seek to increase the total amount available under the MPLX Credit Agreement to $800 million, subject to certain conditions, including the consent of the lenders whose commitments would be increased. The MPLX Credit Agreement includes letter of credit issuing capacity of up to $250 million and swingline loan capacity of up to $50 million. MPLX may, subject to certain conditions, request that the term of the MPLX Credit Agreement be extended for up to two additional one-year periods. Each such extension would be subject to the approval of lenders holding greater than 50 percent of the commitments then outstanding, and the commitment of any lender that does not consent to an extension of the maturity date will be terminated on the then-effective maturity date.

The MPLX Credit Agreement contains representations and warranties, affirmative and negative covenants and events of default that we consider usual and customary for an agreement of that type. The financial covenant included in the MPLX Credit Agreement requires MPLX to maintain a ratio of Consolidated Total Debt (as defined in the MPLX Credit Agreement) as of the end of each fiscal quarter to Consolidated EBITDA (as defined in the MPLX Credit Agreement) for the prior four fiscal quarters of not greater than 5.0 to 1.0 (or 5.5 to 1.0 during the six-month period following certain acquisitions).

Borrowings of revolving loans under the MPLX Credit Agreement bear interest, at either (i) the sum of the Adjusted LIBO Rate (as defined in the MPLX Credit Agreement), plus a margin ranging from 1.00 percent to 2.00 percent, or (ii) the sum of the Alternate Base Rate (as defined in the MPLX Credit Agreement), plus a margin ranging from zero percent to 1.00 percent. Prior to MPLX receiving a rating from Standard & Poor’s Rating Group or Moody’s Investor Service, Inc. for its Index Debt (as defined in the MPLX Credit Agreement), the margin that is added to the applicable interest rate is based on MPLX’s ratio of Consolidated Total Debt as of the end of each fiscal quarter to Consolidated EBITDA for the prior four fiscal quarters. Once MPLX receives a rating, if ever, the margin added to the applicable interest rate will be based on MPLX’s credit ratings. The MPLX Credit Agreement also provides for customary fees, including administrative agent fees, commitment fees ranging from 0.10 percent to 0.35 percent of the unused portion, depending on MPLX’s ratio of Consolidated Total Debt as of the end of the fiscal quarter to Consolidated EBITDA for the prior four fiscal quarters prior to the rating date, or MPLX’s credit ratings subsequent to the rating date, fronting and issuance fees in respect to letters of credit and other fees.