This excerpt taken from the MRO 8-K filed Mar 17, 2008.
SECTION 1.02, 2.01, 3.01 AND 3.03 OF THE INDENTURE
March 17, 2008
The undersigned, Janet F. Clark and William F. Schwind, Jr., do hereby certify that they are the duly appointed Executive Vice President and Chief Financial Officer and Vice President, General Counsel and Secretary, respectively, of Marathon Oil Corporation, a Delaware corporation (the Company). This Officers Certificate is being executed and delivered (a) pursuant to Sections 1.02, 2.01, 3.01 and 3.03 of the Indenture, dated as of February 26, 2002 (the Indenture), between the Company and The Bank of New York Trust Company, N.A., successor in interest to JPMorgan Chase Bank, as trustee (the Trustee), and (b) in connection with the order dated March 17, 2008 by the Company to the Trustee (the Order) for the authentication and delivery of the Companys 5.900% Senior Notes Due 2018 (the Notes). The undersigned hereby certify that:
1. As of March 17, 2008, the terms of the Notes (including the form of the Notes) set forth in Annex A hereto were established by an authorized committee of officers of the Company.
2. The undersigned have read Sections 1.02, 2.01, 3.01 and 3.03 of the Indenture and the definitions in the Indenture relating thereto.
3. The statements made herein are based either upon the personal knowledge of the persons making this Certificate or on information, data and reports furnished to such persons by the officers, counsel, department heads or employees of the Company who have knowledge of the facts involved.
4. The undersigned have examined the Order, and they have examined the covenants, conditions and provisions of the Indenture relating thereto.
5. In the opinion of the undersigned, they have made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not all covenants and conditions provided for in the Indenture with respect to the authentication and delivery of the Notes have been complied with.
6. In the opinion of the undersigned, all covenants and conditions provided in the Indenture to the authentication and delivery by the Trustee of the Notes have been complied with.
IN WITNESS WHEREOF, the undersigned have executed this certificate effective as of the date set forth above.