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”).
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”).
GUARANTEE BY MARATHON OIL CORPORATION in favor of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee for the Holders of the Securities Specified Below of MARATHON PETROLEUM CORPORATIONMarathon Oil Corp • February 1st, 2011 • Petroleum refining • New York
GUARANTEE, dated as of February 1, 2011 (as amended from time to time, this “Guarantee”), made by Marathon Oil Corporation, a Delaware corporation (the “Guarantor”), in favor of (a) the Holders (as defined in the Indenture (as defined below)) of (i) 3 1/2% Senior Notes due 2016, (ii) 5 1/8% Senior Notes due 2021 and (iii) 6 1/2% Senior Notes due 2041 (collectively, the “Securities”), each of Marathon Petroleum Corporation, a Delaware corporation (the “Issuer”), and (b) The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as trustee under the Indenture with respect to the Securities.
