Item 1.01. Entry into a Material Definitive Agreement.

On July 28, 2022, Marathon Oil Corporation entered into a Seventh 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) extend the maturity date under the credit facility by three years to July 28, 2027, (ii) decrease the size of the credit facility from $3.149 billion to $2.5 billion, (iii) replace the LIBOR interest rate benchmark with the secured overnight financing rate ("SOFR") and (iv) implement certain revisions to the Pricing Schedule.

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                Seventh Amendment, dated as of     July 28    ,     2022, 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, the Fifth Amendment, dated as of December 4,
                  2020 and the Sixth Amendment, dated as of June 21, 2021, and as supplemented by
                  the Incremental Commitments Supplement, dated as of March 4, 2016 and
                  Incremental Commitments Supplement, dated as     of     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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