Exhibit 4.1


 


$3,000,000,000


 


 


AMENDMENT NO. 3


 


 


dated as of October 4, 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


Morgan
Stanley Bank,

as Documentation Agents,




and




JPMorgan
Chase Bank, N.A.,

as Administrative Agent


 

















 


AMENDMENT NO. 3 TO FIVE-YEAR CREDIT AGREEMENT


 


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”).


 


W I T N E S S E T H :


 


WHEREAS, Section 2.16 of the Credit Agreement
contemplates that the Commitments under the Credit Agreement may be increased
in the manner set forth therein, and the parties wish to memorialize an
increase in the Commitments pursuant to this section;


 


WHEREAS, the parties wish to simultaneously
amend Section 2.16(b) of the Credit Agreement as set forth herein to provide
for additional increases in the Commitments which may be effected in that
manner; and


 


WHEREAS, no Loans are currently outstanding
under the Credit Agreement;


 


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.


 


(a)           Section 2.16 is amended
by inserting, following “Upon execution and delivery by the Borrower and such
Lender or other financial institution of an instrument in form reasonably
satisfactory to the Administrative Agent”, the language “and the delivery by
the Borrower of evidence of appropriate corporate authorization on the part of
the Borrower with respect to the increase in the aggregate amount of the
Commitments as the Administrative Agent may reasonably request”.


 

















 


(b)           Section 2.16(b) of the
Credit Agreement is amended by changing the amount specified therein from
$3,000,000,000 to $4,000,000,000.


 


Section 3. Changes in Commitments. With effect from and including the
Amendment Effective Date, (i) the Commitment of each Lender shall be the amount
set forth opposite the name of such Lender in the Commitment Schedule attached
hereto and (ii) the Commitment Schedule attached hereto shall replace the
Commitment Schedule attached to the Credit Agreement. On the Amendment
Effective Date, the participations in all outstanding Letters of Credit shall
be determined such that all Letters of Credit Liabilities are held by the
Lenders in proportion to their respective Commitments.


 


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 (which shall in any event include each Lender whose Commitment
is increased pursuant to this Amendment) 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


 


3

















 


as of the
Amendment Effective Date, in form and substance satisfactory to the
Administrative Agent.


 


4

















 


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. Reinbolt

  	
   

  
	
   

  	
   

  	
  Name:

  	
  P.C. Reinbolt

  
	
   

  	
   

  	
  Title:

  	
  V.P., Finance & Treasurer

  
						



 

















 


	
   

  	
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., as 

  Administrative Agent and as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Kevin J. Utsey

  	
   

  
	
   

  	
   

  	
  Name: Kevin J. Utsey

  
	
   

  	
   

  	
  Title:   Vice President

  



 

















 


	
   

  	
  Syndication Agent 

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as Syndication 

  Agent and as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Ronald E. McKaig

  	
   

  
	
   

  	
   

  	
  Name: Ronald E. McKaig

  
	
   

  	
   

  	
  Title:   Senior Vice President

  



 

















 


	
   

  	
  Documentation Agent 

  
	
   

  	
   

  	
   

  
	
   

  	
  MORGAN STANLEY BANK, as a 

  Documentation Agent and as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Daniel Twenge

  	
   

  
	
   

  	
   

  	
  Name: Daniel Twenge

  
	
   

  	
   

  	
  Title:   Authorized Signatory

  



 

















 


	
   

  	
  CITIBANK, N.A., as a Documentation 

  Agent and as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s Amy Pincu

  	
   

  
	
   

  	
   

  	
  Name: Amy Pincu

  
	
   

  	
   

  	
  Title:   Attorney-in-Fact

  



 

















 


	
   

  	
  Lenders 

  
	
   

  	
   

  	
   

  
	
   

  	
  ABN AMRO BANK N.V.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Sheldon Stoughton

  	
   

  
	
   

  	
   

  	
  Name: Sheldon Stoughton

  
	
   

  	
   

  	
  Title:   Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Scott Donaldson

  	
   

  
	
   

  	
   

  	
  Name: Scott Donaldson

  
	
   

  	
   

  	
  Title:   Director

  



 

















 


	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Brian M. Malone

  	
   

  
	
   

  	
   

  	
  Name: Brian M. Malone

  
	
   

  	
   

  	
  Title:   Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Betsy Jocher

  	
   

  
	
   

  	
   

  	
  Name: Betsy Jocher

  
	
   

  	
   

  	
  Title:   Director

  



 

















 


	
   

  	
  THE BANK OF TOKYO-MITSUBISHI

  UFJ, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Linda Terry

  	
   

  
	
   

  	
   

  	
  Name: Linda Terry

  
	
   

  	
   

  	
  Title:   Vice President & Manager

  



 

















 


	
   

  	
  DEUTSCHE BANK AG NEW YORK

  BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Marcus Tarkington

  	
   

  
	
   

  	
   

  	
  Name: Marcus Tarkington

  
	
   

  	
   

  	
  Title:   Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Rainer Meier

  	
   

  
	
   

  	
   

  	
  Name: Rainer Meier

  
	
   

  	
   

  	
  Title:   Vice President

  



 

















 


	
   

  	
  LEHMAN BROTHERS BANK, FSB

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Janine M. Shugan

  	
   

  
	
   

  	
   

  	
  Name: Janine M. Shugan

  
	
   

  	
   

  	
  Title:   Authorized
  Signatory

  



 

















 


	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Thomas E. Redmond

  	
   

  
	
   

  	
   

  	
  Name: Thomas E. Redmond

  
	
   

  	
   

  	
  Title:   Senior Vice President

  



 

















 


	
   

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Andrew Ostrov

  	
   

  
	
   

  	
   

  	
  Name: Andrew Ostrov

  
	
   

  	
   

  	
  Title:   Director

  



 

















 


	
   

  	
  SOCIETE GENERALE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Stephen W. Warfel

  	
   

  
	
   

  	
   

  	
  Name: Stephen W. Warfel

  
	
   

  	
   

  	
  Title:   Managing Director

  



 

















 


	
   

  	
  FIFTH THIRD BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Mike Mendenhall

  	
   

  
	
   

  	
   

  	
  Name: Mike Mendenhall

  
	
   

  	
   

  	
  Title:   Vice President

  



 

















 


	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hussam S. Alsahlani

  	
   

  
	
   

  	
   

  	
  Name: Hussam S. Alsahlani

  
	
   

  	
   

  	
  Title:   Vice President

  



 

















 


	
   

  	
  COMERICA BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Mark B. Grover

  	
   

  
	
   

  	
   

  	
  Name: Mark B. Grover

  
	
   

  	
   

  	
  Title:   First Vice President

  



 

















 


	
   

  	
  CREDIT SUISSE, Cayman Islands Branch, 

  formerly known as CREDIT SUISSE FIRST 

  BOSTON

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ David Dodd

  	
   

  
	
   

  	
   

  	
  Name: David Dodd

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Christopher Reo Day

  	
   

  
	
   

  	
   

  	
  Name: Christopher Reo Day

  
	
   

  	
   

  	
  Title:   Associate

  
					



 

















 


	
   

  	
  DNB NOR BANK ASA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Asa Jemseby Rodgers

  	
   

  
	
   

  	
   

  	
  Name: Asa Jemseby Rodgers

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Cathleen Buckley

  	
   

  
	
   

  	
   

  	
  Name: Cathleen Buckley

  
	
   

  	
   

  	
  Title:   Vice President

  



 

















 


	
   

  	
  MIZUHO CORPORATE BANK, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Raymond Ventura

  	
   

  
	
   

  	
   

  	
  Name: Raymond Ventura

  
	
   

  	
   

  	
  Title:   Deputy General Manager

  



 

















 


	
   

  	
  THE ROYAL BANK OF SCOTLAND PLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Matthew Main

  	
   

  
	
   

  	
   

  	
  Name: Matthew Main

  
	
   

  	
   

  	
  Title:   Managing Director

  



 

















 


	
   

  	
  STANDARD CHARTERED BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Benjamin Velazquez

  	
   

  
	
   

  	
   

  	
  Name: Benjamin Velazquez

  
	
   

  	
   

  	
  Title:   Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Robert K. Reddington

  	
   

  
	
   

  	
   

  	
  Name: Robert K. Reddington

  
	
   

  	
   

  	
  Title:   AVP/Credit
  Documentation

  



 

















 


	
   

  	
  SUMITOMO MITSUI BANKING 

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ David A. Buck

  	
   

  
	
   

  	
   

  	
  Name: David A. Buck

  
	
   

  	
   

  	
  Title:   Senior Vice President

  



 

















 


	
   

  	
  WACHOVIA BANK, NATIONAL 

  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Allison Newman

  	
   

  
	
   

  	
   

  	
  Name: Allison Newman

  
	
   

  	
   

  	
  Title:   Vice President

  



 

















 


	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ William S. Rogers

  	
   

  
	
   

  	
   

  	
  Name: William S. Rogers

  
	
   

  	
   

  	
  Title:   Vice President

  



 

















 


	
   

  	
  WILLIAM STREET COMMITMENT 

  CORPORATION (Recourse only to assets

  of William Street Commitment Corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Mark Walton

  	
   

  
	
   

  	
   

  	
  Name: Mark Walton

  
	
   

  	
   

  	
  Title:   Assistant
  Vice-President

  



 

















 


	
   

  	
  US BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Frances W. Josephic

  	
   

  
	
   

  	
   

  	
  Name: Frances W. Josephic

  
	
   

  	
   

  	
  Title:   Vice President

  



 

















 


	
   

  	
  BAYERISCHE LANDESBANK, acting 

  through its Cayman Islands Branch

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Craig Anderson

  	
   

  
	
   

  	
   

  	
  Name: Craig Anderson

  
	
   

  	
   

  	
  Title:   First Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Donna M. Quilty

  	
   

  
	
   

  	
   

  	
  Name: Donna M. Quilty

  
	
   

  	
   

  	
  Title:   Vice President

  



 

















 


	
   

  	
  RIYAD BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ William B. Shepard

  	
   

  
	
   

  	
   

  	
  Name: William B. Shepard

  
	
   

  	
   

  	
  Title:   General Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Harlene Sridharan

  	
   

  
	
   

  	
   

  	
  Name: Harlene Sridharan

  
	
   

  	
   

  	
  Title:   Operations Manager

  



 

















 


	
   

  	
  ARAB BANKING CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Robert Ivosevich

  	
   

  
	
   

  	
   

  	
  Name: Robert Ivosevich

  
	
   

  	
   

  	
  Title:   General Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Rami El-Rifai

  	
   

  
	
   

  	
   

  	
  Name: Rami El-Rifai

  
	
   

  	
   

  	
  Title:   Vice President

  



 

















 


COMMITMENT SCHEDULE


 


	
  Lender

  	
   

  	
  Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  $

  	
  295,000,000

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  295,000,000

  	
   

  
	
  Morgan Stanley Bank

  	
   

  	
  $

  	
  295,000,000

  	
   

  
	
  Citibank, N.A.

  	
   

  	
  $

  	
  295,000,000

  	
   

  
	
  BNP Paribas

  	
   

  	
  $

  	
  125,000,000

  	
   

  
	
  The Bank of Tokyo-Mitsubishi UFJ, Ltd.

  	
   

  	
  $

  	
  125,000,000

  	
   

  
	
  Deutsche Bank AG, New York Branch

  	
   

  	
  $

  	
  125,000,000

  	
   

  
	
  National City Bank

  	
   

  	
  $

  	
  125,000,000

  	
   

  
	
  The Bank of Nova Scotia

  	
   

  	
  $

  	
  125,000,000

  	
   

  
	
  Societe Generale

  	
   

  	
  $

  	
  125,000,000

  	
   

  
	
  ABN Amro Bank, N.V.

  	
   

  	
  $

  	
  100,000,000

  	
   

  
	
  Fifth Third Bank

  	
   

  	
  $

  	
  90,000,000

  	
   

  
	
  Lehman Brothers Bank, FSB

  	
   

  	
  $

  	
  85,000,000

  	
   

  
	
  DnB NOR Bank ASA

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
  William Street Commitment Corporation

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  U.S. Bank, N.A.

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  Comerica Bank

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  Credit Suisse, Cayman Islands Branch

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  Mizuho Corporate Bank, Ltd

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  The Royal Bank of Scotland plc

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  Standard Chartered Bank

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  Sumitomo Mitsui Banking Corporation

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  Wachovia Bank, National Association

  	
   

  	
  $

  	
  40,000,000

  	
   

  
	
  Wells Fargo Bank, N.A.

  	
   

  	
  $

  	
  40,000,000

  	
   

  
	
  The Bank of New York

  	
   

  	
  $

  	
  35,000,000

  	
   

  
	
  Bayerische Landesbank, Cayman Islands
  Branch

  	
   

  	
  $

  	
  35,000,000

  	
   

  
	
  Riyad Bank

  	
   

  	
  $

  	
  35,000,000

  	
   

  
	
  Banco Bilbao Vizcaya Argentaria

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  Amegy Bank National Association

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  Arab Banking Corporation

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  Total

  	
   

  	
  $

  	
  3,000,000,000