AMENDMENT NO. 2 dated as of May 7, 2007 to the Five-Year Credit Agreement dated as of May 20, 2004 among

 

Exhibit 4.1

$2,000,000,000

AMENDMENT NO. 2

dated as of May 7, 2007

to the Five-Year Credit Agreement

dated as of May 20, 2004

among

Marathon Oil Corporation

The Co-Agents and Other Lenders Party Hereto

Bank of America, N.A.,
as Syndication Agent

Citibank, N.A. and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank,
as Documentation Agents,

and

JPMorgan Chase Bank, N.A.,
as Administrative Agent

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AMENDMENT NO. 2 TO FIVE-YEAR CREDIT AGREEMENT

AMENDMENT dated as of May 7, 2007 to the Five-Year Credit Agreement dated as of May 20, 2004 (as heretofore amended, the “Credit Agreement”) among MARATHON OIL CORPORATION (the “Borrower”), the CO-AGENTS and other LENDERS (the “Lenders”) party hereto, BANK OF AMERICA, N.A., as Syndication Agent, CITIBANK, N.A. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, as Documentation Agents and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).

W I T N E S S E T H :

WHEREAS, the Borrower has requested an extension of the term of the Credit Agreement pursuant to Section 2.19 of the Credit Agreement; and

WHEREAS, the parties desire to memorialize such extension through this Amendment rather than through the documentary procedures set out in Section 2.19 of the Credit Agreement; and

WHEREAS, the parties hereto desire to amend Section 2.16(b) of the Credit Agreement as set forth herein;

NOW, THEREFORE, the parties hereto agree as follows:

Section 1.  Defined Terms; References.  Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

Section 2.  Amendment.  Section 2.16(b) of the Credit Agreement is amended by changing the amount specified therein from $2,500,000,000 to $3,000,000,000.

Section 3.  Extension of Termination Date.    The Termination Date is extended for a period of one-year to May 4, 2012, with respect to each Lender executing and delivering a counterpart hereof.

Section 4.  Representations of Borrower.  The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 4 of the Credit Agreement will be true on and as of the Amendment Effective Date and (ii) no Event of Default will have occurred and be continuing on such date.

 

Section 5.  Effect of Amendments.  Except as expressly set forth herein, the amendments contained herein shall not constitute a waiver or amendment of any term or condition of the Credit Agreement, and all such terms and conditions shall remain in full force and effect and are hereby ratified and confirmed in all respects.

Section 6.  Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Section 7.  Counterparts.  This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Section 8. Effectiveness. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to satisfaction of the following conditions:

(a)           the Administrative Agent shall have received from the Borrower and from Lenders comprising the Required Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof; and

(b)           the Administrative Agent shall have received an opinion of the General Counsel or Assistant General Counsel of the Borrower dated as of the Amendment Effective Date, in form and substance satisfactory to the Administrative Agent.

 

3

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

		MARATHON OIL CORPORATION
		By:		/s/ P.C. ▇▇▇▇▇▇▇▇
				Name:		P.C. ▇▇▇▇▇▇▇▇
				Title:		VP Finance & Treasurer

 

 

		Administrative Agent
		JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Lender
		By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
				Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇
				Title:		Vice President

 

 

		Syndication Agent
		BANK OF AMERICA, N.A., as Syndication Agent and as Lender
		By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Title:		Senior Vice President

 

 

		Documentation Agent
		▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, as a Documentation Agent and as Lender
		By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
				Name:		▇▇▇▇▇▇ ▇▇▇▇▇▇
				Title:		Authorized Signatory

 

---

 

		CITIBANK, N.A., as a Documentation Agent and as Lender
		By:		/s/ ▇▇▇ ▇▇▇▇▇
				Name:		▇▇▇ ▇▇▇▇▇
				Title:		Attorney-in-Fact

 

 

		Lenders
		ABN AMRO BANK N.V.
		By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
				Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
				Title:		Managing Director
		By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇
				Name:		▇▇▇▇▇▇ ▇▇▇▇
				Title:		Director

 

 

		BNP PARIBAS
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
				Name:		▇▇▇▇▇ ▇▇▇▇▇▇
				Title:		Vice President
		By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇
				Name:		▇▇▇▇▇▇ ▇▇▇▇
				Title:		Vice President

 

 

		THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
		By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
				Name:		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
				Title:		Vice President & Manager

 

 

		DEUTSCHE BANK AG NEW YORK BRANCH
		By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
				Name:		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
				Title:		Director
		By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
				Name:		▇▇▇▇▇▇ ▇▇▇▇▇
				Title:		Vice President

 

 

		▇▇▇▇▇▇ BROTHERS BANK, FSB
		By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Title:		Authorized Signatory

 

 

		NATIONAL CITY BANK
		By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
				Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
				Title:		Senior Vice President

 

 

		THE BANK OF NOVA SCOTIA
		By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
				Name:		▇▇▇▇▇▇ ▇▇▇▇▇▇
				Title:		Director

 

---

 

		SOCIETE GENERALE
		By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
				Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇
				Title:		Vice President

 

 

		FIFTH THIRD BANK
		By:		/s/ ▇▇▇▇ Mondenav
				Name:		▇▇▇▇ Mondenav
				Title:		Vice President

 

 

		THE BANK OF NEW YORK
		By:		/s/ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇
				Name:		▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇
				Title:		Managing Director

 

 

		COMERICA BANK
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
				Name:		▇▇▇▇▇ ▇▇▇▇▇▇▇
				Title:		Vice President

 

 

 

		CREDIT SUISSE, Cayman Islands Branch, formerly known as CREDIT SUISSE FIRST BOSTON
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇
				Name:		▇▇▇▇▇ ▇▇▇▇
				Title:		Vice President
		By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
				Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
				Title:		Associate

 

 

		DNB NOR BANK ASA
		By:		/s/ Erlend Bryn
				Name:		Erlend Bryn
				Title:		Vice President
		By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
				Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
				Title:		Senior Vice President

 

 

		MIZUHO CORPORATE BANK, LTD.
		By:		/s/ L. Mo
				Name:		L. Mo
				Title:		Senior Vice President

 

 

		THE ROYAL BANK OF SCOTLAND PLC
		By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇
				Name:		▇▇▇▇ ▇▇▇▇▇▇
				Title:		Vice President

 

---

 

		STANDARD CHARTERED BANK
		By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
				Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
				Title:		Director
		By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
				Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
				Title:		AVP Credit Documentation Credit Risk Control

 

 

		SUMITOMO MITSUI BANKING CORPORATION
		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
				Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇
				Title:		General Manager

 

 

		WACHOVIA BANK, NATIONAL ASSOCIATION
		By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
				Name:		▇▇▇▇▇▇▇ ▇▇▇▇▇▇
				Title:		Vice President

 

 

		▇▇▇▇▇▇▇ STREET COMMITMENT CORPORATION (Recourse only to assets of ▇▇▇▇▇▇▇ Street Commitment Corporation)
		By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇
				Name:		▇▇▇▇ ▇▇▇▇▇▇
				Title:		Assistant Vice-President

 

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		US BANK, N.A.
		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
				Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
				Title:		Vice President

 

 

		BAYERISCHE LANDESBANK, acting through its Cayman Islands Branch
		By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
				Name:		▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
				Title:		Senior Vice President
		By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇
				Title:		Vice President

 

 

		RIYAD BANK
		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
				Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
				Title:		General Manager
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
				Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇
				Title:		Vice President & Head of Corporate Finance

 

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		BANCO BILBAO VIZCAYA ARGENTARIA
		By:		/s/ ▇▇▇▇▇▇ de las ▇▇▇▇▇
				Name:		▇▇▇▇▇▇ de las ▇▇▇▇▇
				Title:		Head of New York

 

 

		AMEGY BANK NATIONAL ASSOCIATION
		By:		/s/ W. ▇▇▇▇▇ ▇▇▇▇▇▇▇
				Name:		W. ▇▇▇▇▇ ▇▇▇▇▇▇▇
				Title:		Senior Vice President

 

 

		ARAB BANKING CORPORATION
		By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
				Name:		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
				Title:		Asst. GM/Admin
		By:		/s/ Rami El Rifai
				Name:		Rami El Rifai
				Title:		Vice President