Senior Supplemental Indenture No.1



 EXHIBIT 4.2 
  

MARATHON GLOBAL FUNDING CORPORATION, 
 Issuer

  
  
 MARATHON OIL CORPORATION, 
 Guarantor 
  
  
 and 
  
  
 JPMORGAN CHASE BANK, 
 Trustee 
  
  
 SUPPLEMENTAL INDENTURE NO. 1 
  
  
 Dated as of September 5, 2003 
  
  

  
  
 to the INDENTURE 
  
  
 Dated as of June 14, 2002 
  
  

  
  
 Debt Securities 
  







 SUPPLEMENTAL INDENTURE NO. 1, dated as of September 5, 2003 (“Supplemental Indenture No. 1”),
among MARATHON GLOBAL FUNDING CORPORATION, a Nova Scotia unlimited liability company (the “Company”), having its principal office at 5555 San Felipe Road, Houston, Texas 77056-2723, MARATHON OIL CORPORATION, a Delaware Corporation (the
“Guarantor”), 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”). 
  
 RECITALS 
  
 The Company and Guarantor have heretofore executed and delivered to the
Trustee an Indenture, dated as of June 14, 2002 (the “Original Indenture,” and as hereby supplemented and amended, the “Indenture”), providing for the issuance from time to time of one or more series of the Company’s
Securities, including the Company’s 6% Notes due 2012 (“2012 Notes”). 
  
 There is currently outstanding under the Indenture an aggregate principal amount of $400,000,000 of the 2012 Notes. 
  
 The 2012 Notes are fully and unconditionally guaranteed by Guarantor. 
  
 Section 8.03 of the Original Indenture provides for the assignment or transfer of the Company’s rights and obligations
under the Indenture and the Securities to the Guarantor and, that upon any such assignment or transfer, all of the obligations of the Company under the Indenture and the Securities shall cease and the Company shall be released from all obligations
under the Indenture and the Securities. Any successor to the Company is required to expressly assume by supplemental indenture the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance of
the Company’s covenants and obligations under the Indenture and the Securities. 
  
 The Guarantor desires to expressly assume the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance of the Company’s covenants and obligations under
the Indenture and the Securities, and the Company desires to be released from its obligations under the Indenture and the Securities. 
  
 Section 9.01(1) of the Original Indenture provides that the Company and the Guarantor, each when authorized by its Board of Directors, and the Trustee,
may enter into one or more supplemental indentures to, among other things, evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company under the Indenture and the Securities.

  
 The Company and the Guarantor have been authorized by
resolutions of each of their Board of Directors to enter into this Supplemental Indenture No. 1. 
  
 All things necessary to make this Supplemental Indenture No. 1 a valid agreement of the Company and the Guarantor, in accordance with its terms and the
terms of the Original Indenture, have been done. 
  
 NOW,
THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 1 WITNESSETH: 
  

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 For and in consideration of the premises and the agreements herein, it is mutually agreed, for the equal
and proportionate benefit of all Holders of the Securities or of series thereof, as follows: 
  
 ARTICLE I 
  
 RELATION TO
INDENTURE; ADDITIONAL DEFINITIONS 
  
 SECTION 1.01 Relation to
Indenture. This Supplemental Indenture No. 1 constitutes an integral part of the Indenture. 
  
 SECTION 1.02 Additional Definitions. For all purposes of this Supplemental Indenture No. 1: 
  
 Capitalized terms used herein shall have the meanings specified herein or in
the Original Indenture, as the case may be. 
  
 “2012
Notes” has the meaning stated in the first recital of this Supplemental Indenture No. 1. 
  
 ARTICLE II 
  
 ASSIGNMENT, RELEASE
and AMENDMENT 
  
 SECTION 2.01 Assignment, Transfer and
Assumption. Pursuant to Section 8.03 of the Original Indenture, the Company hereby assigns and transfers all of its rights and obligations under the Indenture and the Securities to the Guarantor, and Guarantor hereby assumes the due and punctual
payment of the principal of and any premium and interest on all the Securities and the performance of the Company’s covenants and obligations under the Indenture and the Securities. 
  
 SECTION 2.02 Release. Due to the assignment, transfer and assumption set forth in Section 2.01 hereof, all of the
Company’s obligations under the Indenture and the Securities shall hereby cease, and the Company is hereby released from all obligations under the Indenture and the Securities. 
  
 SECTION 2.03 Amendment of Article XIV Guarantees. Due to the Company’s assignment of all of its rights and
obligations in respect of this Indenture and the Securities to the Guarantor and pursuant to Section 8.03 of the Original Indenture, the provisions of Article XIV of the Indenture shall no longer apply to the Securities, however, the other covenants
of Guarantor set forth in the Indenture and any other covenants of the Guarantor provided with respect to any series of Securities shall remain in full force and effect. 
  

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 ARTICLE III 
  
 MISCELLANEOUS 
  
 SECTION 3.01 Adoption, Ratification and Confirmation. 
  
 The Original Indenture, as supplemented and amended by this Supplemental Indenture No. 1, is in all respects hereby adopted, ratified and confirmed.

  
 SECTION 3.02 Counterpart Originals. 
  
 This Supplemental Indenture No. 1 may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. 
  
 SECTION 3.03 Governing Law. 
  
 THIS SUPPLEMENTAL INDENTURE NO. 1 SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY
PRINCIPLES OF CONFLICTS OF LAWS THEREUNDER TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
  
 SECTION 3.04 Conflict With Trust Indenture Act. 
  
 If any provision in this Supplemental Indenture No. 1 limits, qualifies or conflicts with another provision hereof which is required to be included herein
by any provisions of the Trust Indenture Act, such required provision shall control. 
  
 SECTION 3.05 Separability Clause. 
  
 In case any provision in this Supplemental Indenture No. 1 shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby. 
  
 SECTION 3.06 The Trustee. 
  
 The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity of sufficiency of this Supplemental Indenture No. 1 or for or in respect of the recitals contained herein, all of which are made solely by the Company and the Guarantor. 
  
 SECTION 3.07 Certain Duties and Responsibilities of the Trustee.

  
 In entering into this Supplemental Indenture No. 1, the
Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 1 to be duly executed,
and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. 
  

	MARATHON GLOBAL FUNDING CORPORATION
		
	By:	 	/s/ John T. Mills
	 	

	 	 	 John T. Mills
 President

	
	MARATHON OIL CORPORATION
		
	By:	 	/s/ John T. Mills
	 	

	 	 	 John T. Mills
 Chief Financial
Officer

	
	JPMORGAN CHASE BANK
		
	By:	 	/s/ Carol Logan
	 	

	 	 	 Carol Logan
 Vice
President



  

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	STATE OF TEXAS	  	§
	 	  	§
	COUNTY OF HARRIS	  	§

  
 On the 5th day of
September, 2003, before me personally came John T. Mills, to me known, who, being by me duly sworn, did depose and say that he is President of Marathon Global Funding Corporation, one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like
authority. 
  

	
	/s/ Cristina Arias
	

	Notary Public


  
 [NOTARIAL SEAL] 
  
 Seal: Cristina Arias, Notary Public State of Texas, Expires 6-3-2007 
  
  

	STATE OF TEXAS	  	§
	 	  	§
	COUNTY OF HARRIS	  	§

  
 On the 5th day of
September, 2003, before me personally came John T. Mills, to me known, who, being by me duly sworn, did depose and say that he is Chief Financial Officer of Marathon Oil Corporation, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto
by like authority. 
  

	
	/s/ Cristina Arias
	

	Notary Public


  
 [NOTARIAL SEAL] 
  
 Seal: Cristina Arias, Notary Public State of Texas, Expires 6-3-2007 
  

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	STATE OF TEXAS	  	§
	 	  	§
	COUNTY OF HARRIS	  	§

  
 On the 5th day of
September, 2003, before me personally came Carol Logan, to me known, who, being by me duly sworn, did depose and say that she is a Vice President of JPMorgan Chase Bank, one of the corporations described in and which executed the foregoing
instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that she signed her name thereto by like
authority. 
  

	
	/s/ Treva Bushnell
	

	Notary Public


  
 [NOTARIAL SEAL] 
  
 Seal: Treva Bushnell, Notary Public State of Texas, My Comm. Exp. 5-18-2006 
  

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