Exhibit 10.2


 


SUPPORT
AGREEMENT


 


MEMORANDUM
OF AGREEMENT dated  as of the 18th day of October,
2007,


 


AMONG:


 


MARATHON
OIL CORPORATION, a corporation existing under the laws of
Delaware (hereinafter referred to as “Marathon”)


 


-and-


 


1339971 ALBERTA LTD.,
a corporation existing under the laws of Alberta (hereinafter referred to as “AcquisitionCo”)


 


- and -


 


MARATHON CANADIAN OIL SANDS HOLDING
LIMITED, a corporation existing under the laws of Alberta
(hereinafter referred to as “CallCo”)


 


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;


 


AND
WHEREAS the articles of AcquisitionCo set forth the rights,
privileges, restrictions and conditions (collectively, the “Share Provisions”) attaching to the
Exchangeable Shares;


 


AND
WHEREAS the parties hereto desire to make appropriate
provision and to establish a procedure whereby Marathon and CallCo will take
certain actions and make certain payments and deliveries necessary to ensure
that AcquisitionCo will be able to make certain payments and to deliver or
cause to be delivered Marathon Shares in satisfaction of the obligations of
AcquisitionCo under the Share Provisions with respect to the payment and
satisfaction of dividends, Liquidation Amounts, Retraction Prices and
Redemption Prices, all in accordance with the Share Provisions;


 


NOW
THEREFORE in consideration of the respective covenants and
agreements provided in this Agreement and for other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the parties
hereto covenant and agree as follows:


 


ARTICLE 1

DEFINITIONS AND INTERPRETATION


 


1.1                               Defined
Terms


 


Each term denoted herein
by initial capital letters and not otherwise defined herein shall have the
meaning attributed thereto in the Share Provisions, unless the context requires
otherwise.


 

















 


1.2                               Interpretation
Not Affected by Headings, Etc.


 


The division of this
Agreement into Articles, Sections and paragraphs and the insertion of headings
are for convenience of reference only and shall not affect the construction or
interpretation of this Agreement. The terms “this Agreement”, “hereof”, “herein”
and “hereunder” and similar expressions refer to this Agreement and not to any
particular Article, Section or other portion hereof and include any
agreement or instrument supplementary or ancillary hereto.


 


1.3                               Number,
Gender, Etc.


 


Words importing the
singular number only shall include the plural and vice versa. Words importing
the use of any gender shall include all genders.


 


1.4                               Date
for Any Action


 


If any date on which any
action is required to be taken under this Agreement is not a Business Day, such
action shall be required to be taken on the next succeeding Business Day.


 


ARTICLE 2

COVENANTS


 


2.1                               Covenants
of Marathon and CallCo Regarding Exchangeable Shares


 


So long as any
Exchangeable Shares (other than Exchangeable Shares owned by Marathon, CallCo
or their affiliates) are outstanding, Marathon and CallCo each agree that:


 


(a)                                  Marathon will, as soon as practicable
following the declaration of any dividend on the Marathon Shares, issue a press
release as to the resulting change in the Exchange Ratio for the Exchangeable
Shares;


 


(b)                                 Marathon and CallCo will take all such actions
and do all such things as are necessary or desirable to enable and permit
AcquisitionCo, in accordance with applicable law, to pay and otherwise perform its
obligations with respect to the satisfaction of the Liquidation Amount in
respect of each issued and outstanding Exchangeable Share upon the liquidation,
dissolution or winding-up of AcquisitionCo or any other distribution of the
assets of AcquisitionCo for the purpose of winding-up its affairs, including,
without limitation, all such actions and all such things as are necessary or
desirable to enable and permit AcquisitionCo to cause to be delivered Marathon
Shares to holders of Exchangeable Shares in accordance with the provisions of Article 6
of the Share Provisions;


 


(c)                                  Marathon will take all such actions and
do all such things as are necessary or desirable to enable and permit CallCo,
in accordance with applicable law, to pay and otherwise perform its
obligations with respect to the exercise by it of any of the Call Rights,
including, without limitation, all such actions and all such things as are
necessary or desirable to enable and permit CallCo to deliver or cause to be
delivered Marathon Shares to a holder, upon the exercise of any Call Rights by
CallCo pursuant to the Share Provisions;


 


(d)                                 Marathon and CallCo will take all such
actions and do all such things as are necessary or desirable to enable and
permit AcquisitionCo, in accordance with applicable law, to pay


 


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and otherwise perform its
obligations with respect to the satisfaction of a Retraction Request by a
holder of Exchangeable Shares or a redemption of Exchangeable Shares by
AcquisitionCo, including, without limitation, all such actions and all such
things as are necessary or desirable to enable and permit AcquisitionCo to
cause to be delivered Marathon Shares to such holder, upon the retraction or
redemption of the Exchangeable Shares in accordance with the provisions of Article 4
or Article 5 of the Share Provisions, as the case may be; and


 


(e)                                  Marathon will not, and will ensure that
its affiliates do not, exercise any vote as common shareholder of AcquisitionCo
to initiate the voluntary liquidation, dissolution or winding-up of
AcquisitionCo or any other distribution of the assets of AcquisitionCo among
its shareholders for the purpose of winding up its affairs, nor take any action
or omit to take any action that is designed to result in the liquidation,
dissolution or winding-up of AcquisitionCo or any other distribution of the
assets of AcquisitionCo among its shareholders for the purpose of winding up
its affairs.


 


2.2                               Segregation
of Funds


 


Subject to the exercise
by Marathon or CallCo of any of the Call Rights, Marathon will cause
AcquisitionCo to, from time to time, deposit a sufficient amount of funds in a
separate account and segregate a sufficient amount of such assets and other
property as is necessary to enable AcquisitionCo to pay or otherwise satisfy
the applicable dividends, Liquidation Amount, Retraction Price or Redemption
Price, in each case for the benefit of holders from time to time of the
Exchangeable Shares, and AcquisitionCo will use such funds, assets and other
property so segregated exclusively for the payment of dividends  and the payment or other satisfaction of the Liquidation
Amount, the Retraction Price or the Redemption Price, as applicable, net of any
corresponding withholding tax obligations and for the remittance of such
withholding tax obligations.


 


2.3                               Notification
of Certain Events


 


In order to assist
Marathon and CallCo to comply with their respective obligations hereunder,
AcquisitionCo will give Marathon and CallCo notice of each of the following
events at the time set forth below:


 


(a)                                  immediately, in the event of any
determination by the Board of Directors to take any action which would require
a vote of the holders of Exchangeable Shares for approval;


 


(b)                                 immediately, upon the earlier of (i) receipt
by AcquisitionCo of notice of, and (ii) AcquisitionCo otherwise becoming
aware of, any threatened or instituted claim, suit, petition or other
proceedings with respect to the involuntary liquidation, dissolution or
winding-up of AcquisitionCo or to effect any other distribution of the assets
of AcquisitionCo among its shareholders for the purpose of winding-up its
affairs;


 


(c)                                  immediately, upon receipt by
AcquisitionCo of a Retraction Request;


 


(d)                                 at least 45 days prior to any Redemption
Date;


 


(e)                                  as soon as practicable upon the issuance
by AcquisitionCo of any Exchangeable Shares or any rights to acquire
Exchangeable Shares; and


 


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(f)                                    in the event of any determination by the
Board of Directors to institute voluntary liquidation, dissolution or
winding-up proceedings with respect to AcquisitionCo or to effect any other
distribution of the assets of AcquisitionCo among its shareholders for the
purpose of winding-up its affairs, at least 60 days prior to the proposed
effective date of such liquidation, dissolution, winding-up or other
distribution.


 


2.4                               Delivery
of Marathon Shares


 


In furtherance of its
obligations hereunder, upon notice of any event which requires AcquisitionCo to
cause to be delivered Marathon Shares to any holder of Exchangeable Shares,
subject to the exercise by Marathon or CallCo of any of the Call Rights,
Marathon shall forthwith issue and deliver the requisite Marathon Shares to or
to the order of the former holder of the surrendered Exchangeable Shares, as
AcquisitionCo shall direct. All such Marathon Shares shall be free and clear of
any lien, claim, encumbrance, security interest or adverse claim or interest. Marathon
hereby represents, warrants and covenants that it has irrevocably reserved for
issuance and will at all times keep available, free from pre-emptive or other
rights, out of its authorized and unissued Marathon Shares, such number of
Marathon Shares (or other securities into which Marathon Shares may be
reclassified or changed as contemplated by Section 2.6 hereof) (i) as
is equal to the sum of the number of Marathon Shares issuable upon the
redemption, retraction or exchange of all (A) Exchangeable Shares issued
and outstanding from time to time and (B) Exchangeable Shares issuable
upon the exercise of all rights to acquire Exchangeable Shares outstanding from
time to time and (ii) as are now and may hereafter be required to
enable and permit AcquisitionCo to meet its obligations hereunder, under the
Voting and Exchange Trust Agreement and under the Share Provisions.


 


2.5                               Qualification
of Marathon Shares


 


Marathon covenants that
if any Marathon Shares (or other securities into which Marathon Shares may be
reclassified or changed as contemplated by Section 2.6 hereof) to be
issued and delivered hereunder (including for greater certainty, in payment of
or pursuant to, as applicable, the Liquidation Amount, the Retraction Price,
the Redemption Price, the Call Rights, the Exchange Rights or the Automatic
Exchange Rights (as that term is defined in the Voting and Exchange Trust
Agreement)), require registration or qualification with or approval of or the
filing of any document including any prospectus, registration statement or
similar document, the taking of any proceeding with or the obtaining of any
order, ruling or consent from any Governmental Entity under any Canadian or
United States federal, state or provincial law or regulation or pursuant to the
rules and regulations of any regulatory authority, or the fulfilment of
any other legal requirement (collectively, the “Applicable Laws”) before such securities (or other securities
into which Marathon Shares may be reclassified or changed as contemplated
by Section 2.6 hereof) may be delivered by Marathon or CallCo to the
initial holder thereof (other than AcquisitionCo) or in order that such
securities may be freely traded in Canada or the United States thereafter
(other than any restrictions on transfer by reason of a holder being a “control
person” or “affiliate”, as the case may be, of Marathon for purposes of
Canadian or U.S. securities laws), Marathon and CallCo will in good faith
expeditiously take all such actions and do all such things as are necessary to
cause the Marathon Shares (or other securities into which Marathon Shares may be
reclassified or changed as contemplated by Section 2.6 hereof) to be and
remain duly registered, qualified or approved. Marathon and CallCo represent
and warrant that they have in good faith taken all actions and done all things
as are necessary under Applicable Laws as they exist on the date hereof to
cause the Marathon Shares (or other securities into which Marathon Shares may be
reclassified or changed as contemplated by Section 2.6 hereof) to be
issued and delivered hereunder to be freely tradeable in Canada or the United
States thereafter (other than restrictions on transfer by reason of a holder
being a “control person” or “affiliate”, as the case may be, of Marathon
for the purposes of Canadian or U.S. securities laws). Marathon and CallCo will
in good faith expeditiously take all such actions and do all such things as are


 


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necessary to cause
all Marathon Shares (or other securities into which Marathon Shares may be
reclassified or changed as contemplated by Section 2.6 hereof) to be
delivered hereunder to be listed, quoted or posted for trading on the stock
exchange or quotation system on which such securities are principally listed,
quoted or posted for trading at such time.


 


2.6                               Equivalence


 


(a)                                  Marathon will not:


 


(i)                                     issue or distribute additional Marathon
Shares (or securities exchangeable for or convertible into or carrying rights
to acquire Marathon Shares) to the holders of all or substantially all of the
then outstanding Marathon Shares by way of stock dividend or other
distribution, other than an issue of Marathon Shares (or securities
exchangeable for or convertible into or carrying rights to acquire Marathon
Shares) to holders of Marathon Shares (i) who exercise an option to
receive dividends in Marathon Shares (or securities exchangeable for or
convertible into or carrying rights to acquire Marathon Shares) in lieu of
receiving cash dividends or (ii) pursuant to any dividend reinvestment
plan;


 


(ii)                                  issue or distribute rights, options or
warrants to the holders of all or substantially all of the then outstanding
Marathon Shares entitling them to subscribe for or to purchase Marathon Shares
(or securities exchangeable for or convertible into or carrying rights to
acquire Marathon Shares);


 


(iii)                               issue or distribute to the holders of all
or substantially all of the then outstanding Marathon Shares:


 


(A)                              securities of Marathon of any class other
than Marathon Shares (other than securities convertible into or exchangeable
for or carrying rights to acquire Marathon Shares);


 


(B)                                rights, options or warrants other than
those referred to in Section 2.6(a)(ii) above;


 


(C)                                evidences of indebtedness of Marathon; or


 


(D)                               assets of Marathon other than Marathon
Dividends which result in an adjustment to the Exchange Ratio;


 


(iv)                              subdivide, redivide or change the then
outstanding Marathon Shares into a greater number of Marathon Shares; or


 


(v)                                 reduce, combine or consolidate or change
the then outstanding Marathon Shares into a lesser number of Marathon Shares;
or


 


(vi)                              reclassify or otherwise change the
rights, privileges or other terms of the then outstanding Marathon Shares or
effect an amalgamation, combination, merger, reorganization or other
transaction involving or affecting Marathon Shares;


 


unless


 


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(vii)                           the same or an economically equivalent
change, issuance or distribution is simultaneously made in connection with, or
in the rights of the holders of, the Exchangeable Shares; or


 


(viii)                        it has received the prior approval of
each of (A) AcquisitionCo and (B) the holders of the Exchangeable
Shares.


 


(b)                                 Marathon will ensure that the record date
for any event referred to in section 2.6(a) above, or (if no record
date is applicable for such event) the effective date for any such event, is
not less than 10 Business Days after the date on which such event is declared
or announced by Marathon (with simultaneous notice thereof to be given by
Marathon to AcquisitionCo).


 


(c)                                  The Board of Directors shall determine,
in good faith and in its sole discretion, economic equivalence for the purposes
of any event referred to in Section 2.6(a) or 2.6(b) above and
each such determination shall be conclusive and binding on Marathon and the
holders of Exchangeable Shares. In making each such determination, the
following factors shall, without excluding other factors determined by the
Board of Directors of the Corporation to be relevant, be considered by the
Board of Directors of the Corporation:


 


(i)                                     in the case of any stock dividend or
other distribution payable in Marathon Shares, the number of such shares issued
as a result of any stock dividend or other distribution in proportion to the
number of Marathon Shares previously outstanding;


 


(ii)                                  in the case of the issuance or
distribution of any rights, options or warrants to subscribe for or purchase
Marathon Shares (or securities exchangeable for or convertible into or carrying
rights to acquire Marathon Shares), the relationship between the exercise price
of each such right, option or warrant and the Current Market Price, the
volatility of the Marathon Shares and the term of any such instrument;


 


(iii)                               in the case of the issuance or
distribution of any other form of property (including any shares or
securities of Marathon of any class other than Marathon Shares, any
rights, options or warrants other than those referred to in Section 2.6(a)(ii) above,
any evidences of indebtedness of Marathon or any assets of Marathon), the
relationship between the fair market value (as determined by the Board of
Directors of the Corporation in the manner above contemplated) of such property
to be issued or distributed with respect to each outstanding Marathon Share and
the Current Market Price; and


 


(iv)                              in the case of any subdivision,
redivision or change of the then outstanding Marathon Shares into a greater
number of Marathon Shares or the reduction, combination, consolidation or
change of the then outstanding Marathon Shares into a lesser number of Marathon
Shares or any amalgamation, merger, reorganization or other transaction
affecting Marathon Shares, the effect thereof upon the then outstanding
Marathon Shares.


 


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2.7                               Tender
Offers, Etc.


 


In the event that a
tender offer, share exchange offer, issuer bid, take-over bid or similar
transaction with respect to Marathon Shares (a “Bid”) is proposed by Marathon or is proposed to Marathon or
the holders of Marathon Shares, and is recommended by the Marathon board of
directors or is otherwise effected or to be effected with the consent or
approval of the Marathon board of directors, as applicable, Marathon or
AcquisitionCo or both shall, in good faith, use reasonable efforts to take all
such actions and do all such things as are necessary or desirable to enable and
permit holders of Exchangeable Shares to participate in such Bid to the same
extent and on an economically equivalent basis as the holders of Marathon
Shares, without discrimination, including, without limiting the generality of
the foregoing, Marathon or AcquisitionCo or both will use its good faith
efforts expeditiously to (and shall, in the case of a transaction proposed by
Marathon or AcquisitionCo or both or where Marathon or AcquisitionCo or both is
a participant in the negotiation thereof) ensure that holders of Exchangeable
Shares may participate in such Bid without being required to retract
Exchangeable Shares as against AcquisitionCo (or, if so required, to ensure
that any such retraction shall be effective only upon, and shall be conditional
upon, the closing of the Bid and only to the extent necessary to tender or
deposit to the Bid).


 


2.8                               Ownership
of Outstanding Shares


 


Marathon covenants and
agrees that, as long as any outstanding Exchangeable Shares are owned by any
person or entity other than Marathon, CallCo or any of their respective
affiliates, Marathon will, unless approval to do otherwise is obtained in
accordance with Section 10.2 of the Share Provisions from the holders of
the Exchangeable Shares, be and remain the direct or indirect beneficial owner
of more than 50% of all issued and outstanding voting securities of
AcquisitionCo. Notwithstanding the foregoing, Marathon shall not be in
violation of this Section 2.8 if any Person or group of Persons acting
jointly or in concert acquires all or substantially all of the assets of
Marathon.


 


2.9                               Marathon
and CallCo Not to Vote Exchangeable Shares


 


Marathon and CallCo
covenant and agree that they will appoint and cause to be appointed proxy
holders with respect to all Exchangeable Shares held by Marathon, CallCo or any
of their respective affiliates for the sole purpose of attending each meeting
of holders of Exchangeable Shares in order to be counted as part of the
quorum for each such meeting. Marathon and CallCo further covenant and agree
that they will not, and will cause their respective affiliates not to, exercise
any voting rights which may be exercisable by holders of Exchangeable
Shares from time to time pursuant to the Share Provisions or pursuant to the
provisions of the Act with respect to any Exchangeable Shares held by them or
by their respective affiliates in respect of any matter considered at any
meeting of holders of Exchangeable Shares.


 


2.10                        Due
Performance


 


On and after the
Effective Date, Marathon and CallCo shall duly and timely perform all of
their obligations under the Share Provisions.


 


2.11                        Exercise
of Call Rights


 


Marathon and CallCo
covenant and agree that, as long as any outstanding Exchangeable Shares are
owned by any Person other than Marathon, CallCo or any of their respective
affiliates, Marathon and CallCo will formulate a policy respecting whether
Marathon and CallCo or either of them will exercise any of the Call Rights.


 


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ARTICLE 3

SUCCESSORS


 


3.1                               Certain
Requirements in Respect of Combination, etc.


 


Marathon shall not
complete any transaction (whether by way of reconstruction, reorganization,
consolidation, merger, transfer, sale, lease or otherwise) whereby all or
substantially all of its undertaking, property and assets would become the
property of any other Person or, in the case of a merger, of the continuing
entity resulting therefrom unless, and may do so if:


 


(a)                                  such other Person or continuing entity
(herein called the “Successor”),
by operation of law, becomes, without more, bound by the terms and provisions
of this Agreement or, if not so bound, executes, prior to or contemporaneously
with the consummation of such transaction, an agreement supplemental hereto and
such other instruments (if any) as are reasonably necessary or advisable to
evidence the assumption by the Successor of liability for all moneys payable
and property deliverable hereunder and the covenant of such Successor to pay
and deliver or cause to be delivered the same and its agreement to observe and
perform all the covenants and obligations of Marathon under this
Agreement; and


 


(b)                                 such transaction shall be upon such terms
and conditions as substantially to preserve and not to impair in any material
respect any of the rights, duties, powers and authorities of the other parties
hereunder.


 


3.2                               Vesting
of Powers in Successor


 


Whenever the conditions
of Section 3.1 have been duly observed and performed, the Successor,
CallCo and AcquisitionCo shall, if required by Section 3.1, execute and
deliver the supplemental agreement provided for in Section 3.1(a) and
thereupon the Successor shall possess and from time to time may exercise
each and every right and power of Marathon under this Agreement in the name of
Marathon or otherwise and any act or proceeding by any provision of this
Agreement required to be done or performed by the board of directors of
AcquisitionCo or any officers of AcquisitionCo on behalf of Marathon may be
done and performed with like force and effect by the directors, or officers (or
other agents or governing body) of such Successor.


 


3.3                               Wholly-Owned
Subsidiaries


 


Nothing herein shall be
construed as preventing the combination of any wholly-owned direct or indirect
subsidiary of Marathon with or into Marathon or the winding-up, liquidation or
dissolution of any wholly-owned subsidiary of Marathon provided that the assets
of such subsidiary are transferred to Marathon or another wholly-owned direct
or indirect subsidiary of Marathon. Any such transactions are expressly
permitted by this Article 3.


 


ARTICLE 4

GENERAL


 


4.1                               Term


 


This Agreement shall come
into force and be effective as of the date hereof and shall terminate and be of
no further force and effect at such time as no Exchangeable Shares (or
securities or rights


 


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convertible into
or exchangeable for or carrying rights to acquire Exchangeable Shares) are held
by any party other than Marathon, CallCo or any of their respective
subsidiaries or affiliates.


 


4.2                               Changes
in Capital of Marathon and AcquisitionCo


 


Notwithstanding the
provisions of Section 4.4 hereof, at all times after the occurrence of any
event effected pursuant to Section 2.6 or 2.7 hereof, as a result of which
either Marathon Shares or the Exchangeable Shares or both are in any way
changed, this Agreement shall forthwith be amended and modified as necessary in
order that it shall apply with full force and effect, mutatis mutandis, to all
new securities into which Marathon Shares or the Exchangeable Shares or both
are so changed, and the parties hereto shall as soon as possible execute and
deliver an agreement in writing giving effect to and evidencing such necessary
amendments and modifications.


 


4.3                               Severability


 


If any provision of this
Agreement is held to be invalid, illegal or unenforceable, the validity,
legality or enforceability of the remainder of this Agreement shall not in any
way be affected or impaired thereby and this Agreement shall be carried out as
nearly as possible in accordance with its original terms and conditions.


 


4.4                               Amendments,
Modifications, Etc.


 


This Agreement may not
be amended, modified or waived except by an agreement in writing executed by
Marathon, CallCo and AcquisitionCo and approved by the holders of the
Exchangeable Shares in accordance with Section 10.2 of the Share
Provisions.


 


4.5                               Amendments


 


Notwithstanding the
provisions of Section 4.4, the parties to this Agreement may in
writing, at any time and from time to time, without the approval of the holders
of the Exchangeable Shares, amend or modify this Agreement for the purposes of:


 


(a)                                  adding to the covenants of Marathon,
CallCo, AcquisitionCo or any combination of them for the protection of the
holders of the Exchangeable Shares, provided that the board of directors of
each of Marathon, AcquisitionCo and CallCo are of the opinion, after consultation
with counsel, that such additions are not prejudicial to the rights or
interests of the holders of the Exchangeable Shares;


 


(b)                                 making such amendments or modifications
not inconsistent with this Agreement as may be necessary or desirable with
respect to matters or questions arising hereunder which, in the good faith
opinion of the board of directors of each of Marathon, AcquisitionCo and
CallCo, having in mind the best interests of the holders of Exchangeable
Shares, it may be expedient to make, provided that such boards of
directors shall be of the opinion, after consultation with counsel, that such
amendments and modifications will not be prejudicial to the rights or interests
of the holders of Exchangeable Shares; or


 


(c)                                  making such changes or corrections to
this Agreement which, on the advice of counsel, are required for the purpose of
curing or correcting any ambiguity, defect, inconsistent provision, clerical
omission, mistake or manifest error; provided that the board of directors of
each of Marathon, AcquisitionCo and CallCo are of the opinion that such 


 


9

















 


changes or
corrections will not be prejudicial to the rights and interests of the holders
of the Exchangeable Shares.


 


4.6                               Meeting
to Consider Amendments


 


AcquisitionCo, at the
request of Marathon, CallCo, or both, shall call a meeting or meetings of the
holders of the Exchangeable Shares for the purpose of considering any proposed
amendment or modification requiring approval of such shareholders. Any such
meeting or meetings shall be called and held in accordance with the by-laws of
AcquisitionCo, the Share Provisions and all applicable laws.


 


4.7                               Amendments
Only in Writing


 


No amendment to or
modification or waiver of any of the provisions of this Agreement otherwise
permitted hereunder shall be effective unless made in writing and signed by all
of the parties hereto.


 


4.8                               Enurement


 


This Agreement shall be
binding upon and inure to the benefit of the parties hereto and the holders,
from time to time, of Exchangeable Shares and each of their respective heirs,
successors and assigns.


 


4.9                               Notices
to Parties


 


All notices and other
communications between the parties shall be in writing and shall be deemed to
have been given if delivered personally or by confirmed fax to the parties at
the following addresses (or at such other address for either such party as
shall be specified in like notice):


 


if to Marathon,
AcquisitionCo or CallCo to:


 


Marathon Oil Corporation


5555 San Felipe Road


Houston, Texas


77056-2723


 


Attention:                                         Richard
L. Horstman, Assistant General Counsel


Fax No.:                                                  (713)
513-4172


 


Any notice or other
communication given personally shall be deemed to have been given and received
upon delivery thereof and if given by fax shall be deemed to have been given
and received on the date of confirmed receipt thereof, unless such day is not a
Business Day, in which case it shall be deemed to have been given and received
upon the immediately following Business Day.


 


4.10                        Counterparts


 


This Agreement may be
executed in counterparts, each of which shall be deemed an original, and all of
which taken together shall constitute one and the same instrument.


 


4.11                        Governing
Law


 


This Agreement shall be
construed and enforced in accordance with the laws of the Province of Alberta
and the federal laws of Canada applicable therein.


 


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4.12                        Assignment
by and successor to CallCo


 


Notwithstanding any other
provision in this Agreement to the contrary:


 


(a)                                  any corporation into or with which CallCo
may be merged or consolidated or amalgamated, or any corporation resulting
therefrom to which CallCo shall be a party, shall be the successor to CallCo
hereunder without any further act on its part or any of the parties hereto;
and


 


(b)                                 CallCo may transfer or assign its
rights and interest in or under this Agreement to any affiliate of
AcquisitionCo or Marathon; provided, however, that such affiliate shall
expressly assume, by agreement satisfactory in form and substance to the
Trustee and executed and delivered to the Trustee, the due and punctual
performance and observance of each and every covenant and condition of this
Agreement to be performed and observed by CallCo.


 


4.13                        Attornment


 


Each of Marathon, CallCo
and AcquisitionCo agrees that any action or proceeding arising out of or
relating to this Agreement may be instituted in the courts of the Province
of Alberta, waives any objection which it may have now or hereafter to the
venue of any such action or proceeding, irrevocably submits to the jurisdiction
of such courts in any such action or proceeding, agrees to be bound by any
judgment of such courts and not to seek, and hereby waives, any review of the
merits of any such judgment by the courts of any other jurisdiction.


 


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IN WITNESS WHEREOF the
parties hereto have caused this Agreement to be signed by their respective
officers thereunder duly authorized, all as of the date first written above.


 


	
   

  	
  MARATHON OIL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David E. Roberts, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1339971 ALBERTA LTD.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard L. Horstman

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MARATHON CANADIAN OIL SANDS

  HOLDING LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard L. Horstman

  	
   

  
					



 


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