Item 1.01. Entry into a Material Definitive Agreement.

On June 21, 2021, Marathon Oil Corporation entered into a Sixth Amendment (the "Amendment") to the Amended and Restated Credit Agreement dated as of May 28, 2014 (as previously amended and supplemented, the "Credit Agreement"). The Amendment, which includes customary representations and warranties, amends the Credit Agreement to, among other things, (i) increase the size of the credit facility from $3 billion to $3.149 billion, (ii) extend the maturity of the commitments of certain consenting lenders from May 28, 2023 to June 21, 2024 (with the remaining commitments of the non-consenting lenders to mature on May 28, 2023, at which time the size of the credit facility will be reduced to $2.995 billion), (iii) implement certain revisions to the Pricing Schedule and (iv) include certain other provisions, including provisions to provide for the eventual replacement of LIBOR as a benchmark interest rate.

One or more lenders party to the Amendment have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending or commercial banking services for us and our subsidiaries, for which they have received, and may in the future receive, customary compensation and reimbursement of expenses.

The above description of the material terms and conditions of the Amendment is a summary only and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is hereby incorporated into this Item 2.03 by reference.




Item 9.01. Financial Statements and Exhibits.
10.1                Sixth Amendment, dated as of June 21, 2021, to the Amended and Restated Credit
                  Agreement dated as of May 28, 2014, as amended by the First Amendment, dated as
                  of May 5, 2015, the Second Amendment, dated as of June 22, 2017, the Third
                  Amendment, dated as of October 18, 2018, the Fourth Amendment, dated as of
                  September 24, 2019, and the Fifth Amendment, dated as of December 4, 2020 and as
                  supplemented by the Incremental Commitments Supplement, dated as of March 4,
                  2016 and Incremental Commitments Supplement, dated as July 11, 2017, among
                  Marathon Oil Corporation, as borrower, JPMorgan Chase Bank, N.A., as
                  administrative agent, and certain other financial institutions named therein

104               Cover Page Interactive Data File - the cover page XBRL tags are embedded within
                  the Inline XBRL Document

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