Item 1.01. Entry into a Material Definitive Agreement.
On December 4, 2020, Marathon Oil Corporation entered into a Fifth Amendment (the “Amendment”) 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 and the Fourth Amendment dated as of September 24, 2019, 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 (as so amended, the “Credit Agreement”). The Amendment, among other things: (i) permits an add-back to shareholders’ equity for certain non-cash write-downs in connection with the calculation of the total debt to capitalization ratio, which is the Company's sole financial covenant, (ii) adds certain customary events of default, including a cross payment event of default, and (iii) imposes certain restrictions on the incurrence of subsidiary indebtedness.
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, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.