SUPPORT AGREEMENTSupport Agreement • November 7th, 2007 • Marathon Oil Corp • Petroleum refining • Alberta
WHEREAS pursuant to an arrangement agreement dated as of July 30, 2007 among Marathon, AcquisitionCo, Western Oil Sands Inc. and WesternZagros Resources Inc. (such agreement, as it may be amended or restated, is hereafter referred to as the “Arrangement Agreement”), the parties thereto have agreed that on the Effective Date (as defined in the Arrangement Agreement) the parties would execute and deliver a support agreement which would govern the relationship among the parties as it related to the issuance and existence of exchangeable shares in the capital of AcquisitionCo (the “Exchangeable Shares”), which will be issued pursuant to the Arrangement Agreement;
VOTING AND EXCHANGE TRUST AGREEMENTVoting and Exchange Trust Agreement • November 7th, 2007 • Marathon Oil Corp • Petroleum refining • Alberta
MARATHON CANADIAN OIL SANDS HOLDING LIMITED, a corporation existing under the laws of Alberta (hereinafter referred to as “CallCo”)
AMENDMENT NO. 3 dated as of October 4, 2007 to the Five-Year Credit Agreement dated as of May 20, 2004 amongFive-Year Credit Agreement • November 7th, 2007 • Marathon Oil Corp • Petroleum refining • New York
AMENDMENT dated as of October 4, 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 MORGAN STANLEY BANK, as Documentation Agents and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).
