Exhibit 10.1 ================================================================== ============== LIMITED LIABILITY COMPANY AGREEMENTUsx Corp • January 12th, 1998 • Petroleum refining • Delaware
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
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
3 4 EXHIBIT A CERTIFICATE OF INCORPORATION OF PENNACO ENERGY, INC.Agreement and Plan of Merger • February 6th, 2001 • Usx Corp • Petroleum refining • Delaware
Execution Version MARATHON OIL CORPORATION DEBT SECURITIES UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2002 • Marathon Oil Corp • Petroleum refining • New York
DEBT SECURITIES PRICING AGREEMENTMarathon Oil Corp • May 29th, 2002 • Petroleum refining
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”).
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
ofLimited Liability Company Agreement • August 13th, 1999 • Usx Corp • Petroleum refining • Delaware
USX CORPORATION DEBT SECURITIESUsx Corp • February 2nd, 1999 • Petroleum refining • New York
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
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
Issuer andUsx Corp • November 1st, 2001 • 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 As Issuer andUsx Corp • July 20th, 2001 • 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
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
ANDUsx Corp • January 12th, 1998 • Petroleum refining • Delaware
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
2 This First Supplemental Indenture (the "Supplemental Indenture") is made and entered into as of December 3, 1996 between USX Corporation, a Delaware corporation (the "Company" or "Issuer"), and PNC Bank, a national banking association (the...Usx Corp • December 3rd, 1996 • Steel works, blast furnaces & rolling mills (coke ovens) • 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”).
