ARTICLE I DEFINITIONS.......................... 1 SECTION 1.1. Definition of Terms............................. 1 ARTICLE II GENERAL TERMS AND CONDITIONS OF THE CONVERTIBLE DEBENTURES SECTION 2.1. Designation and Principal Amount................ 9...Rights Agreement • May 23rd, 1997 • Usx Corp • Petroleum refining • New York
EXHIBIT 4.4 THIRD AMENDMENT TO RIGHTS AGREEMENT THIS THIRD AMENDMENT TO RIGHTS AGREEMENT, dated as of January 29, 2003, is entered into between Marathon Oil Corporation, a Delaware corporation (the "Company"), and National City Bank, as Rights Agent...Rights Agreement • January 31st, 2003 • Marathon Oil Corp • Petroleum refining • Delaware
EXECUTION VERSION MARATHON GLOBAL FUNDING CORPORATION DEBT SECURITIES (FULLY AND UNCONDITIONALLY GUARANTEED BY MARATHON OIL CORPORATION) UNDERWRITING AGREEMENTMarathon Oil Corp • June 21st, 2002 • Petroleum refining • New York
3 4 EXHIBIT A CERTIFICATE OF INCORPORATION OF PENNACO ENERGY, INC.Agreement and Plan of Merger • February 6th, 2001 • Usx Corp • Petroleum refining • Delaware
Exhibit 10.1 ================================================================== ============== LIMITED LIABILITY COMPANY AGREEMENTUsx Corp • January 12th, 1998 • Petroleum refining • Delaware
CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:Usx Corp • October 12th, 1999 • Petroleum refining • New York
Execution Version MARATHON OIL CORPORATION DEBT SECURITIES UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2002 • Marathon Oil Corp • Petroleum refining • New York
Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939:Usx Corp • October 12th, 1999 • Petroleum refining • New York
USX CORPORATION As Issuer andUsx Corp • July 20th, 2001 • Petroleum refining • New York
EXHIBIT 4.6 SECOND AMENDMENT TO RIGHTS AGREEMENT THIS SECOND AMENDMENT TO RIGHTS AGREEMENT, dated as of December 31, 2001, is entered into between USX Corporation, a Delaware corporation, to be renamed "Marathon Oil Corporation" (the "Company" or...Rights Agreement • February 6th, 2002 • Marathon Oil Corp • Petroleum refining • New York
FORM OF SECOND AMENDMENT TO RIGHTS AGREEMENT -------------------------------------Rights Agreement • September 20th, 2001 • Usx Corp • Petroleum refining • Delaware
EXHIBIT 1.1 MARATHON OIL CORPORATION DEBT SECURITIES UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2002 • Marathon Oil Corp • Petroleum refining • New York
Reconciliation and Tie between Sections 3.10 through 3.18(a), Inclusive, of the Trust Indenture Act of 1939 and Sections of this Indenture:Indenture • February 1st, 2011 • Marathon Oil Corp • Petroleum refining • New York
INDENTURE, dated as of February 1, 2011, between MARATHON PETROLEUM CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 539 South Main Street, Findlay, Ohio 45840-3229, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (herein called the “Trustee”).
USX CORPORATION as Issuer and THE BANK OF NEW YORK as Trustee MULTIPLE SERIES INDENTURE Dated as of May 16, 1997Usx Corp • May 23rd, 1997 • Petroleum refining • New York
CONFORMED] AGREEMENT AND PLAN OF MERGER Dated as of December 22, 2000Agreement and Plan of Merger • January 8th, 2001 • Usx Corp • Petroleum refining • Delaware
INDENTURE Dated as of July 27, 2001 The Bank of New York, TrusteeIndenture • August 6th, 2001 • Usx Corp • Petroleum refining • New York
FULLY AND UNCONDITIONALLY GUARANTEED BY MARATHON OIL CORPORATION) PRICING AGREEMENTMarathon Oil Corp • June 21st, 2002 • Petroleum refining
ofLimited Liability Company Agreement • August 13th, 1999 • Usx Corp • Petroleum refining • Delaware
Issuer andUsx Corp • November 1st, 2001 • Petroleum refining • New York
EXHIBIT 4.4 MARATHON OIL CORPORATION, Issuer and JPMORGAN CHASE BANK, Trustee INDENTURE Dated as of _____________, 2002, Senior Debt Securities RECONCILIATION AND TIE BETWEEN SECTIONS 3.10 THROUGH 3.18(a), INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939...Marathon Oil Corp • February 6th, 2002 • Petroleum refining • New York
PRICING AGREEMENTPricing Agreement • March 4th, 2002 • Marathon Oil Corp • Petroleum refining
USX CORPORATION andRights Agreement • September 28th, 1999 • Usx Corp • Petroleum refining • New York
USX CORPORATION DEBT SECURITIESUsx Corp • February 2nd, 1999 • Petroleum refining • New York
EXHIBIT 99.9 FORM OF EXCHANGE AGENT AGREEMENT -------------------------------- The Bank of New York 101 Barclay Street, Floor 21 West New York, New York 10286 Attention: Corporate Trust Administration Ladies and Gentlemen: United States Steel LLC, a...Exchange Agent Agreement • November 1st, 2001 • Usx Corp • Petroleum refining • New York
THIS TRANSITION SERVICES AGREEMENT ("Agreement"), dated as of ________, --------- 2001, by and between USX Corporation, a Delaware corporation, to be renamed "Marathon Oil Corporation" ("USX"), and United States Steel LLC, a Delaware --- limited...Transition Services Agreement • September 7th, 2001 • Usx Corp • Petroleum refining • Delaware
DEBT SECURITIES PRICING AGREEMENTMarathon Oil Corp • May 29th, 2002 • Petroleum refining
EXHIBIT 4.5 MARATHON OIL CORPORATION, Issuer and JPMORGAN CHASE BANK, Trustee INDENTURE Dated as of _____________, 2002, Subordinated Debt Securities RECONCILIATION AND TIE BETWEEN SECTIONS 3.10 THROUGH 3.18(a), INCLUSIVE, OF THE TRUST INDENTURE ACT...Marathon Oil Corp • February 6th, 2002 • Petroleum refining • New York
STOCK PURCHASE AND SALE AGREEMENT This STOCK PURCHASE AND SALE AGREEMENT is entered into this 21st day of October, 1997 by and between USX CORPORATION, a Delaware corporation ("USX") and KOCH MIDSTREAM ENTERPRISES, INC., a Delaware corporation ("Buyer").Stock Purchase and Sale Agreement • October 23rd, 1997 • Usx Corp • Petroleum refining • Delaware
MARATHON OIL CORPORATION,Indenture • February 28th, 2014 • Marathon Oil Corp • Crude petroleum & natural gas • New York
INDENTURE, dated as of February 26, 2002, between MARATHON OIL CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 5555 San Felipe Road, Houston, Texas 77056-2723, and JPMORGAN CHASE BANK, a corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the “Trustee”).
Exhibit 1.1 DEALER MANAGER AGREEMENT March 31, 1997 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated 250 Vesey Street New York, New York 10281 Ladies and Gentlemen: 1....Dealer Manager Agreement • May 23rd, 1997 • Usx Corp • Petroleum refining • New York
Exhibit 4(a) FIVE-YEAR CREDIT AGREEMENTAssignment and Assumption Agreement • March 12th, 2001 • Usx Corp • Petroleum refining • New York
TARRAGON OIL AND GAS LIMITED AND MARATHON OIL COMPANY AND 761581 ALBERTA LTD. AND 787722 ALBERTA LTD.Arrangement Agreement • July 20th, 1998 • Usx Corp • Petroleum refining • Alberta
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2011 • Marathon Oil Corp • Petroleum refining • New York
This REGISTRATION RIGHTS AGREEMENT dated February 1, 2011 (this “Agreement”) is entered into by and among Marathon Petroleum Corporation, a Delaware corporation (the “Company”), Marathon Oil Corporation, a Delaware corporation (the “Guarantor”), and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and J.P. Morgan Securities LLC (“J.P. Morgan”) as representatives (the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
EXHIBIT 10.1 TAX SHARING AGREEMENT dated as of ____, 2001Tax Sharing Agreement • September 7th, 2001 • Usx Corp • Petroleum refining • Delaware
Reconciliation and Tie between Sections 3.10 through 3.18(a), Inclusive, of the Trust Indenture Act of 1939 and Sections of this Indenture:Indenture • July 26th, 2007 • Marathon Oil Corp • Petroleum refining • New York
INDENTURE, dated as of February 26, 2002, between MARATHON OIL CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 5555 San Felipe Road, Houston, Texas 77056-2723, and JPMORGAN CHASE BANK, a corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the “Trustee”).
