Exhibit 4.2


 


 


EXECUTION
VERSION


 


 


 



 


 


 


 


 


MURPHY OIL
CORPORATION

as Issuer,


 


U.S. BANK
NATIONAL ASSOCIATION

as Original Trustee


 


and


 


WELLS FARGO
BANK, NATIONAL ASSOCIATION

as Series Trustee


 


Sixth Supplemental
Indenture

Dated as of March 5, 2021


 


$550,000,000
aggregate principal amount of 6.375% Notes due 2028


 


 


 


 


 


 



 



     


     


    

 


SIXTH
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 5, 2021, among MURPHY OIL CORPORATION,
a Delaware corporation (the “Issuer”), U.S. BANK NATIONAL ASSOCIATION (the “Original Trustee”)
and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Series Trustee (the “Series Trustee”).


 


WITNESSETH
THAT:


 


WHEREAS,
the Issuer and the Original Trustee have entered into an Indenture (the “Base Indenture” and, as supplemented
by this Supplemental Indenture, the “Indenture”) dated as of May 18, 2012 providing for the issuance from time
to time of series of its Securities (as defined in the Base Indenture); and


 


WHEREAS,
Section 7.01(e) of the Base Indenture provides for the Issuer and the applicable trustee to enter into an indenture supplemental
to the Base Indenture to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03 of the
Base Indenture; and


 


WHEREAS,
pursuant to Section 2.03 of the Base Indenture, the Issuer, for its lawful corporate purposes, desires to create and authorize
a new series of Securities to be known as the 6.375% Notes due 2028 (the “Notes”), initially in an aggregate
principal amount of Five Hundred Fifty Million Dollars ($550,000,000), and to be due July 15, 2028; and


 


WHEREAS,
the Issuer has duly authorized the execution and delivery of this Supplemental Indenture, which sets forth the terms and conditions
upon which the Notes are to be executed, registered, authenticated, issued and delivered; and


 


WHEREAS,
the Issuer has elected to appoint Wells Fargo Bank, National Association as the “Series Trustee” in respect of the
Notes to fulfill all duties and responsibilities of the Trustee under the Indenture with respect to the Notes; and


 


WHEREAS,
all things necessary to make this Supplemental Indenture a valid agreement according to its terms have been done, and all things
necessary to make the Notes, when executed by the Issuer and authenticated and delivered by or on behalf of the Series Trustee
as in this Supplemental Indenture provided, the valid, binding and legal obligations of the Issuer have been done.


 


NOW,
THEREFORE:


 


In
order to declare the terms and conditions upon which the Notes are executed, registered, authenticated, issued and delivered,
and in consideration of the premises, of the purchase and acceptance of such Notes by the Holders thereof and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuer covenants and agrees with the
Original Trustee and the Series Trustee, for the equal and proportionate benefit of the respective Holders from time to time of
such Notes, as follows:


 






    1 


     


    

 


ARTICLE
1

Definitions


 


Section
1.01.Relation to Base Indenture. This Supplemental Indenture constitutes an integral part of the Base Indenture. However,
to the extent any provision of the Base Indenture conflicts with the express provisions of this Supplemental Indenture, the provisions
of this Supplemental Indenture will govern and be controlling in respect of the Notes.


 


Section
1.02.Definition of Terms. For all purposes of this Supplemental Indenture:


 


(a)       capitalized
terms used herein without definition shall have the meanings specified in the Base Indenture; and


 


(b)       the
following terms (except as otherwise expressly provided or unless the context otherwise clearly requires) shall have the respective
meanings as set forth in this Section 1.02:


 


“Affiliate”
means, with respect to any specified Person, any other Person, directly or indirectly, controlling or controlled by or under direct
or indirect common control with such specified Person. For the purposes of this definition, “control” when used with
respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Aggregate
Debt” means the sum of the following as of the date of determination: (i) the then outstanding aggregate principal amount
of Debt secured by mortgages permitted by clauses (d), (e), (n) (to the extent the extension, renewal or replacement relates to
Debt secured by mortgages Incurred pursuant to clause (d) or (e)) and (p) under Section 4.02 of this Supplemental Indenture, (ii)
the then outstanding aggregate principal amount of Indebtedness Incurred by the Issuer’s Subsidiaries permitted by clauses
(e), (f) and (m) under Section 4.03 of this Supplemental Indenture and (iii) the then outstanding aggregate principal amount of
Attributable Indebtedness of all outstanding Sale and Lease-Back Transactions permitted under Section 4.04 of this Supplemental
Indenture.


 


“Attributable
Indebtedness” means, with respect to any particular Sale and Lease-Back Transaction and at any date as of which the
amount thereof is to be determined, the present value of the total net amount of rent required to be paid by such person under
the lease during the primary term thereof (including any period for which such lease has been extended or may, at the option of
the lessee, be extended), discounted from the respective due dates thereof at such date at the rate of interest per annum implicit
in the terms of the lease (as determined in good faith by the Issuer).


 


“Calculation
Date” has the meaning set forth in the definition of “Treasury Rate” in this Section 1.02.


 


“Change
of Control” means the occurrence of any of the following:


 






    2 


     


    

 


(1)
the consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation)
the result of which is that any “person” (for purposes of this definition, as that term is used in Section 13(d)(3)
of the Exchange Act), other than the Issuer, any of its Subsidiaries, any of the Murphy Family or any employee benefit plan of
the Issuer or any of its Subsidiaries (each such person, an “Excluded Party”), becomes the beneficial owner
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting
power of the Issuer’s Voting Stock or other Voting Stock into which the Issuer’s Voting Stock is reclassified, consolidated,
exchanged or changed, measured by voting power rather than number of shares; provided that the consummation of any such
transaction will not be considered to be a Change of Control if (a) the Issuer becomes a direct or indirect wholly-owned subsidiary
of a holding company and (b) immediately following such transaction, (x) the direct or indirect holders of the Voting Stock of
the holding company are substantially the same as the holders of the Issuer’s Voting Stock immediately prior to such transaction
or (y) no person (other than the Excluded Parties) is the beneficial owner, directly or indirectly, of more than 50% of the Voting
Stock of such holding company;


 


(2)       the
Issuer consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Issuer,
in any such event pursuant to a transaction in which any of the Issuer’s outstanding Voting Stock or the Voting Stock of
such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where
the shares of the Issuer’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into
or exchanged for, a majority of the Voting Stock of the surviving Person or any direct or indirect parent company of the surviving
Person, measured by voting power rather than number of shares, immediately after giving effect to such transaction; or


 


(3)       the
adoption by the Board of Directors of the Issuer of a plan relating to the Issuer’s liquidation or dissolution.


 


“Change
of Control Offer” has the meaning set forth in Section 4.01(a) of this Supplemental Indenture.


 


“Change
of Control Payment” has the meaning set forth in Section 4.01(a) of this Supplemental Indenture.


 


“Change
of Control Payment Date” has the meaning set forth in Section 4.01(b) of this Supplemental Indenture.


 


“Change
of Control Triggering Event” means (1) the ratings of the Notes is downgraded by any two of the Ratings Agencies during
the 60-day period (the “Trigger Period”) commencing on the earlier of (i) the occurrence of a Change of Control
or (ii) the first public announcement of the occurrence of a Change of Control or the Issuer’s intention to effect a Change
of Control (which Trigger Period will be extended so long as the ratings of the Notes is under publicly announced consideration
for possible downgrade by any of the Ratings Agencies) and (2) the Notes are rated below an Investment Grade rating by any two
of the Ratings Agencies on any date during the Trigger Period; provided that a Change of Control Triggering Event will
not be deemed to have occurred in respect of a particular Change of Control if such Ratings Agencies do not publicly announce
or confirm or inform the Series Trustee in writing at the Issuer’s request that the reduction was the result, in whole or
in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control (whether
or not the applicable Change of Control has occurred at the time of the Change of Control Triggering Event). Notwithstanding the
foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control
unless and until such Change of Control has actually been consummated.


 






    3 


     


    

 


“Comparable
Treasury Issue” means the U.S. Treasury security selected by an Independent Investment Banker as having a maturity comparable
to the remaining term (“Remaining Life”) of the Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes.


 


“Comparable
Treasury Price” means, with respect to any date fixed for redemption, (i) the average of four Reference Treasury Dealer
Quotations for the relevant date fixed for redemption, after excluding the highest and lowest Reference Treasury Dealer Quotations,
or (ii) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of
all such quotations.


 


“Corporate
Trust Office” means, with respect to, and only with respect to, the Indenture and the Notes, the office of the Series
Trustee at which the corporate trust business of the Series Trustee shall, at any particular time, be principally administered,
which office is, at the date as of which this Supplemental Indenture is dated, located at Wells Fargo Bank, National Association,
CTSO Mail Operations, Attn: Patrick Giordano, MAC: N9300-070, 600 South 4th Street, 7th Floor, Minneapolis, MN 55415.


 


“Consolidated
Net Assets” means the total of all assets (less depreciation and amortization reserves and other valuation reserves
and loss reserves) which, under generally accepted accounting principles, would appear on the asset side of the Issuer’s
consolidated balance sheet, less the aggregate of all liabilities, deferred credits, minority shareholders’ interests in
Subsidiaries, reserves and other items which, under such principles, would appear on the liability side of such consolidated balance
sheet, except debt for borrowed money and stockholders’ equity; provided, however, that in determining Consolidated
Net Assets, there shall not be included as assets, (a) all assets (other than goodwill, which shall be included) which would be
classified as intangible assets under generally accepted accounting principles, including, without limitation, patents, trademarks,
copyrights and unamortized debt discount and expense, (b) any treasury stock carried as an asset, or (c) any write-ups of capital
assets (other than write-ups resulting from the acquisition of stock or assets of another corporation or business).


 


“Debt”
means debt for money borrowed.


 


“Default
Direction” has the meaning set forth in Section 5.03(a) of this Supplemental Indenture.


 






    4 


     


    

 


“Derivative
Instrument” means, with respect to a Person, any contract, instrument or other right to receive payment or delivery
of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection
with such Person’s investment in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further
performance by such Person), the value or cash flows of which (or any material portion thereof) are materially affected by the
value or performance of the Notes or the creditworthiness of the Issuer (the “Performance References”).


 


“Directing
Holder” has the meaning set forth in Section 5.03(a) of this Supplemental Indenture.


 


“DTC”
means The Depository Trust Company.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Excluded
Party” has the meaning set forth in the definition of “Change of Control” in this Section 1.02.


 


“Fitch”
means Fitch Ratings, Inc. and its successors.


 


“GAAP”
means generally accepted accounting principles in the United States of America as in effect as of the Measurement Date.


 


“Immediate
Family” of a Person means such Person’s spouse, children, siblings, parents, mother-in-law and father-in-law,
sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law.


 


“Incur”
means create, incur, issue, assume or guarantee. The term “Incurrence” when used as a noun shall have a correlative
meaning.


 


“Indebtedness”
means any liability of any person (i) for borrowed money, (ii) evidenced by a bond, note, debenture or similar instrument (other
than a trade payable or liabilities arising in the ordinary course of business), (iii) for the payment of money relating to a
capital lease obligation, or (iv) any liability of others described in the preceding clauses (i), (ii) or (iii) that the person
has guaranteed; in each case, solely to the extent such indebtedness would appear as a liability on the balance sheet of such
person in accordance with GAAP. For the avoidance of doubt, surety bonds and similar instruments shall not be deemed Indebtedness.


 


“Independent
Investment Banker” means BofA Securities, Inc. or its successors, as specified by the Issuer, or, if such firm is unwilling
or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed
by the Issuer.


 


“Investment
Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s),
a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P), a rating of BBB- or
better by Fitch (or its equivalent under any successor rating category of Fitch) or an equivalent investment grade rating from
any replacement ratings agency appointed by the Issuer.


 






    5 


     


    

 


“issue
date” means March 5, 2021.


 


“Long
Derivative Instrument” means a Derivative Instrument (i) the value of which generally increases, or the payment or delivery
obligations under which generally decrease, with positive changes to the Performance References or (ii) the value of which generally
decreases, or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.


 


“Measurement
Date” means August 18, 2017, which is the date of issuance of the Issuer’s 5.750% senior notes due 2025.


 


“Moody’s”
means Moody’s Investors Service Inc. and its successors.


 


“Murphy
Family” means (1) (i) the C.H. Murphy Family Investments Limited Partnership; (ii) the estate and descendants of C.H.
Murphy, Jr.; (iii) the siblings of the late C.H. Murphy, Jr. and their respective estates and descendants; (iv) the respective
Immediate Family of, Immediate Family of descendants of and descendants of Immediate Family of, any individual included in clause
(ii) or (iii); (v) any trust established for the benefit of any of the foregoing or any charitable trust or foundation established
by any of the foregoing, and the respective trustees, fiduciaries and beneficiaries of any such trust or foundation; and (vi)
any corporation, limited partnership, limited liability company or other entity owned by any of the foregoing, or organized to
achieve estate planning objectives of any of the foregoing; and (2) any affiliate (as defined in Rule 12b-2 under the Exchange
Act) or successor of any of the foregoing.


 


“Net
Short” means, with respect to a Holder or beneficial owner, as of a date of determination, either (i) the value of its
Short Derivative Instruments exceeds the sum of the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments
as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or
Bankruptcy Credit Event (each as defined in the 2014 International Swaps and Derivatives Association, Inc. Credit Derivatives
Definitions, as supplemented by the 2019 Narrowly Tailored Credit Event Supplement) to have occurred with respect to the Issuer
immediately prior to such date of determination.


 


“New
York Agency” means, with respect to, and only with respect to, the Indenture and the Notes, the office of Wells Fargo
Bank, National Association, serving as agent of the Series Trustee in The City of New York, which office is, at the date as of
which this Supplemental Indenture is dated, located at 150 East 42nd Street, 40th Floor, New York, NY 10017.


 


“Noteholder
Direction” has the meaning set forth in Section 5.03(a) of this Supplemental Indenture.


 


“Notice
of Default” has the meaning set forth in Section 5.03(a) of this Supplemental Indenture.


 






    6 


     


    

 


“Performance
References” has the meaning set forth for such term in the definition of “Derivative Instrument” in this
Section 1.02.


 


“Person”
means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision thereof or any other entity.


 


“Position
Representation” has the meaning set forth in Section 5.03(a) of this Supplemental Indenture.


 


“Primary
Treasury Dealer” has the meaning set forth in the definition of “Reference Treasury Dealer” in this Section
1.02.


 


“Principal
Property” means all property and equipment directly engaged in the Issuer’s exploration, production and transportation
activities.


 


“Project
Financing” means any Indebtedness that is Incurred to finance or refinance the acquisition, improvement, installation,
design, engineering, construction, development, completion, maintenance, operation, securitization or monetization, in respect
of all or any portion of any project, any group of projects, or any asset related thereto, and any guaranty with respect thereto,
other than such portion of such Indebtedness or guaranty that expressly provides for direct recourse to the Issuer or any of the
Issuer’s Subsidiaries (other than a Project Financing Subsidiary) or any of their respective property other than recourse
to the equity in, Indebtedness or other obligations of, or properties of, one or more Project Financing Subsidiaries; provided,
however, that support such as limited guaranties or obligations to provide or guaranty equity contributions or to make
subordinated loans that are customary in similar financing arrangements shall not be considered direct recourse for the purpose
of this definition.


 


“Project
Financing Subsidiary” means any of the Issuer’s Subsidiaries whose principal purpose is to Incur Project Financing
or to become a direct or indirect partner, member or other equity participant or owner in a person so created, and substantially
all the assets of such subsidiary are limited to (i) those assets for which the acquisition, improvement, installation, design,
engineering, construction, development, completion, maintenance, operation, securitization or monetization is being financed in
whole or in part by one or more Project Financings, or (ii) the equity in, indebtedness or other obligations of, one or more other
such Subsidiaries or persons.


 


“Ratings
Agency” means each of Fitch, Moody’s and S&P; provided that if any of Fitch, Moody’s and S&P
ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s control,
the Issuer may appoint a replacement for such ratings agency that is a “nationally recognized statistical rating organization”
within the meaning of Section 3(a)(62) of the Exchange Act with respect to the Notes.


 


“Reference
Treasury Dealer” means each of (i) BofA Securities, Inc. or its successors, provided, however, that if
the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a “Primary Treasury
Dealer”), the Issuer will substitute therefor another Primary Treasury Dealer and (ii) any three other Primary Treasury
Dealers selected by the Issuer after consultation with an Independent Investment Banker.


 






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“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any date fixed for redemption,
the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the Calculation Date.


 


“Refinancing
Indebtedness” means, in respect of any Indebtedness (the “Original Indebtedness”), any extension,
renewal or refinancing thereof so long as (a) the principal amount of such Refinancing Indebtedness does not exceed the then existing
principal amount of the Original Indebtedness (other than amounts Incurred to pay accrued and unpaid interest, fees and expenses
(including original issue discount and upfront fees) and prepayment premiums on such Original Indebtedness or costs of such extension,
renewal or refinancing), (b) the scheduled maturity date thereof is not shorter than the scheduled maturity date of the Original
Indebtedness, (c) any remaining scheduled amortization of principal thereunder prior to the maturity date of the Notes is not
shortened, (d) such Refinancing Indebtedness shall not constitute an obligation (including pursuant to a guarantee) of any of
the Issuer’s Subsidiaries that shall not have been an obligor in respect of such Original Indebtedness, (e) if such Original
Indebtedness shall have been subordinated to the Notes, such Refinancing Indebtedness shall also be subordinated to the Notes
and (f) such Refinancing Indebtedness shall not be secured by any mortgage on any asset other than the assets that secured such
Original Indebtedness.


 


“Remaining
Life” has the meaning set forth in the definition of “Comparable Treasury Issue” in this Section 1.02.


 


“Remaining
Scheduled Payments” means the remaining scheduled payments of principal of and interest on each Note to be redeemed
that would be due after the related date fixed for redemption but for such redemption. If the date fixed for redemption is not
an interest payment date with respect to the Note being redeemed, the amount of the next succeeding scheduled interest payment
on the Note will be reduced by the amount of interest accrued thereon to that date fixed for redemption.


 


“Revolving
Credit Facility” means that certain Credit Agreement, dated as of November 28, 2018, among the Issuer, the lenders party
thereto and JPMorgan Chase Bank, N.A., as administrative agent, including any related notes, guarantees and collateral documents
as the same may be amended, restated, refinanced, replaced, modified or otherwise supplemented from time to time.


 


“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.


 






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“Screened
Affiliate” means any Affiliate of a Holder (i) that makes investment decisions independently from such Holder and any
other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between
it and such Holder and any other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing
of information with respect to the Issuer or its Subsidiaries, (iii) whose investment policies are not directed by such Holder
or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the Notes
and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such
Holder that is acting in concert with such Holders in connection with its investment in the Notes.


 


“Short
Derivative Instrument” means a Derivative Instrument (i) the value of which generally decreases, or the payment or delivery
obligations under which generally increase, with positive changes to the Performance References or (ii) the value of which generally
increases, or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.


 


“Subsidiary”
means (a) any corporation of which more than 50% of the total voting power of shares of capital stock entitled (without regard
to the occurrence of any contingency) to vote in the election of directors thereof is at the time directly or indirectly owned
by the Issuer or by one or more of the Issuer’s Subsidiaries, and (b) any limited partnership in which the Issuer or a subsidiary
is a general partner and in which more than 50% of the capital accounts, distribution rights and voting interests thereof is at
the time directly or indirectly owned by the Issuer or by one or more of the Issuer’s Subsidiaries.


 


“Treasury
Rate” means, with respect to any date fixed for redemption, (i) the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,”
for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining
Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and
the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month);
or (ii) if such release (or any successor release) is not published during the week preceding the Calculation Date or does not
contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such date fixed for redemption. The Treasury Rate will be calculated on the third Business Day next preceding
the date fixed for redemption (the “Calculation Date”).


 


“Trigger
Period” has the meaning set forth in the definition of “Change of Control Triggering Event” in this Section
1.02.


 


“Verification
Covenant” has the meaning set forth in Section 5.03(a) of this Supplemental Indenture.


 






    9 


     


    

 


“Voting
Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to
vote generally in the election of the board of directors of such Person.


 


The
terms “Supplemental Indenture,” “Issuer,” “Original Trustee,” “Series
Trustee,” “Indenture,” “Base Indenture” and “Notes” shall have
the respective meanings set forth in the recitals to this Supplemental Indenture and the paragraph preceding such recitals.


 


ARTICLE
2

General Terms And Conditions Of The Notes


 


Section
2.01.Designation and Principal Amount. There is hereby created and authorized a series of Notes designated as the “6.375%
Notes due 2028”, which shall be a series initially limited to $550,000,000 aggregate principal amount and which shall be
initially due on July 15, 2028 (except, in respect of the aggregate principal amount of the Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.08, 2.09, 2.11 or 11.03
of the Base Indenture).


 


Section
2.02.Form of Notes. The Notes and the Series Trustee’s certificate of authentication to be borne by the Notes
are to be substantially in the form attached as Exhibit A hereto, with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by the Indenture and may have imprinted or otherwise reproduced thereon such
legend or legends, not inconsistent with the provisions of the Indenture, as may be required to comply with any law or with any
rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may
be determined by the officers executing such Notes, as evidenced by their execution of the Notes. The Notes shall be initially
issued in the form of one or more Global Securities in minimum denominations of $2,000 and any integral multiple of $1,000 in
excess thereof at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, and in the manner and
subject to the limitations provided in the Base Indenture, but without the payment of any service charge.


 


Section
2.03.Additional Notes. The Issuer may from time to time, without the consent of the existing Holders and notwithstanding
Section 2.01 of this Supplemental Indenture, create and issue additional Notes hereunder having the same terms and conditions
in all respects as the Notes issued on the issue date, except for the date of issuance, issue price and the date of the first
payment of interest on any such additional Notes (if such additional Notes are issued after the first interest payment date immediately
following the issue date); provided that if any such additional Notes are not fungible with the Notes issued on the issue
date for U.S. federal income tax purposes, such additional Notes shall have a different CUSIP number. Additional Notes issued
pursuant to this Section 2.03 shall be consolidated with and form a single series with the previously outstanding Notes.


 






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ARTICLE
3

Redemption Of The Notes


 


Section
3.01.Optional Redemption. i) At any time prior to July 15, 2024, the Issuer may redeem the Notes in accordance with
Article 11 of the Base Indenture, as amended by this Supplemental Indenture, in whole or in part, at its option, at a redemption
price equal to the greater of:


 


(i)       100%
of the principal amount of the Notes to be redeemed, or


 


(ii)       the
sum of the present values of the Remaining Scheduled Payments of principal and interest on the Notes to be redeemed (not including
any portion of such payments of interest accrued and unpaid to the date of redemption), discounted to the date fixed for redemption
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points,


 


plus, in
either case, accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the date fixed
for redemption.


 


(b)       On
or after July 15, 2024, the Issuer may redeem the Notes, in whole or in part, at its option, at the redemption prices set forth
below (expressed in percentages of principal amount of such Notes being redeemed on the date fixed for redemption), plus accrued
and unpaid interest on the principal amount of such Notes being redeemed to, but not including, the date fixed for redemption,
if redeemed during the 12-month period commencing on July 15 of the years set forth below:


 


	Period
	Redemption
Price

	2024	103.188%
	2025	101.594%
	2026 and thereafter	100.000%


 


(c)       Unless
the Issuer defaults on payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called
for redemption on and after the date fixed for redemption. If fewer than all of the Notes are to be redeemed, the Series Trustee
will select, not more than 60 days prior to the date fixed for redemption, the particular Notes or portions thereof for redemption
from the outstanding Notes not previously called by such method as the Series Trustee deems fair and appropriate (or, in the case
of Notes issued in global form, by such method as DTC may require). The redemption price pursuant to Section 3.01(a) shall be
calculated by the Independent Investment Banker and the Issuer, the Series Trustee and any Paying Agent for the Notes shall be
entitled to rely on such calculation.


 






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Section
3.02.Notice of Redemption. The Issuer will deliver electronically or, at its option, mail by first-class mail a notice
of redemption to each Holder of Notes to be redeemed at least 15 and not more than 60 days prior to the date fixed for redemption.
Notice of any redemption of the Notes in connection with a transaction (including an Incurrence of Indebtedness, a Change of Control
or other transaction) may, at the Issuer’s discretion, be given prior to the completion thereof. Any redemption or notice
of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including completion of a
related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice
shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption date
may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including
by electronic transmission) as any or all such conditions shall be satisfied (or waived), or such redemption or purchase may not
occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived)
by the redemption date, or by the redemption date as so delayed. In addition, the Issuer may provide in such notice that payment
of the redemption price and performance of its obligations with respect to such redemption may be performed by another Person.
The Issuer will provide written notice to the Series Trustee no later than the close of business on the Business Day prior to
the redemption date if any such redemption has been rescinded or delayed.


 


Section 3.03.No
Other Redemption. Except as set forth in this Article 3, Section 4.01(e) of this Supplemental Indenture and Article 11 of
the Base Indenture, the Notes shall not be redeemable by the Issuer prior to maturity and shall not be entitled to the benefit
of any sinking fund. For the avoidance of doubt, Section 11.05 of the Base Indenture shall not apply to the Notes.


 


ARTICLE
4

Additional Covenants


 


Section
4.01.Repurchase Upon a Change of Control Triggering Event. ii) Upon the occurrence of a Change of Control Triggering
Event with respect to the Notes, unless the Issuer has exercised its right to redeem all of the Notes as described under Article
3 of this Supplemental Indenture, each Holder of Notes will have the right to require the Issuer to purchase all or a portion
of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase
price in cash (the “Change of Control Payment”) equal to 101% of the principal amount thereof plus accrued
and unpaid interest, if any, to the date of purchase, provided that any payment of interest becoming due on or prior to the Change
of Control Payment Date shall be payable to the Holders of such Notes registered as such on the relevant record date.


 


(b)       Within
30 days following the date upon which the Change of Control Triggering Event occurs, or at the Issuer’s option, prior to
any Change of Control but after the public announcement of the pending Change of Control, the Issuer will be required to send
electronically or, at its option, by first class mail, a notice to each Holder of Notes, with a copy to the Series Trustee, which
notice will govern the terms of the Change of Control Offer and describe the Change of Control Triggering Event. Such notice will
state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such
notice is mailed or otherwise transmitted, other than as may be required by law (the “Change of Control Payment Date”).
The notice, if mailed or otherwise transmitted prior to the date of consummation of the Change of Control, will state that the
Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment
Date.


 






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(c)       Upon
the Change of Control Payment Date, the Issuer will, to the extent lawful:


 


(i)       accept
for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;


 


(ii)       deposit
with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered;
and


 


(iii)       deliver,
or cause to be delivered, to the Series Trustee the Notes properly accepted together with an Officers’ Certificate stating
the aggregate principal amount of Notes or portions thereof being purchased.


 


(d)       The
Issuer will not be required to make a Change of Control Offer if (i) a third party makes such an offer in the manner, at the times
and otherwise in compliance with the requirements for such an offer made by the Issuer and such third party purchases all Notes
properly tendered and not withdrawn under its offer or (ii) a notice of redemption for all outstanding Notes has been given previous
to, or concurrently with, the Change of Control pursuant to Article 3 of this Supplemental Indenture, unless and until there is
a default in payment of the applicable redemption price.


 


(e)       If
Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes
in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer, as described
in Section 4.01(d), purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party
will have the right, upon not less than 15 nor more than 60 days’ prior notice, with such notice given not more than 30
days following the Change of Control Payment Date, to redeem all Notes that remain outstanding following such purchase at a redemption
price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid
interest, if any, on the Notes that remain outstanding to the date of redemption provided that any payment of interest becoming
due on or prior to the redemption date shall be payable to the Holders of such Notes registered as such on the relevant record
date.


 


(f)       The
Issuer will comply with the applicable requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result
of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with
the Change of Control Offer provisions of the Notes, the Issuer will comply with those securities laws and regulations and will
not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of any such
conflict.


 


(g)       Unless
the Issuer defaults in the Change of Control Payment, on and after the Change of Control Payment Date, interest will cease to
accrue on the Notes or portions of the Notes tendered for repurchase pursuant to the Change of Control Offer.


 


Section
4.02.Limitation on Liens. With respect to the Notes, Section 3.09 of the Base Indenture is hereby amended to be replaced
with the following:


 


The
Issuer will not, nor will it permit any Subsidiary to, issue, assume or guarantee any Debt secured by a mortgage, lien, pledge
or other encumbrance (hereinafter referred to as a “Mortgage”) upon any Principal Property or upon any Debt
or Capital Stock of any Subsidiary which owns any Principal Property, without providing that the Notes will be secured by such
Mortgage equally and ratably with (or prior to) any other Debt thereby secured, except that the foregoing provisions shall not
apply to:


 






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		(a)	Mortgages
                                         existing on the issue date (other than Mortgages securing Debt outstanding under the
                                         Revolving Credit Facility);



 


		(b)	Mortgages
                                         existing at the time an entity becomes a Subsidiary of the Issuer or is merged into or
                                         consolidated with the Issuer or a Subsidiary of the Issuer (provided that such
                                         Mortgages were not Incurred in contemplation of such transaction);



 


		(c)	Mortgages
                                         in favor of the Issuer or any Subsidiary;



 


		(d)	Mortgages
                                         on property to secure Debt Incurred prior to, at the time of or within 180 days after
                                         the construction, development or improvement of the property or after the completion
                                         of construction of the property, for the purpose of financing all or part of the cost
                                         of construction, development or improvement (provided that such mortgages are
                                         limited to such property and improvements thereon);



 


		(e)	Mortgages
                                         on property, shares of stock or Debt to secure Debt Incurred prior to, at the time of
                                         or within 180 days after the acquisition of the property, shares of stock or Debt, for
                                         the purpose of financing all or part of the purchase price of the property, shares of
                                         stock or Debt (provided that such mortgages are limited to such property and improvements
                                         thereon or the shares of stock or Debt so acquired);



 


		(f)	Mortgages
                                         in favor of the United States of America, any state, any other country or any political
                                         subdivision to secure partial, progress, advance or other payments pursuant to any contract
                                         or statute;



 


		(g)	Mortgages
                                         on property of the Issuer or any Subsidiary securing Debt Incurred in connection with
                                         financing all or part of the cost of operating, constructing or acquiring projects, provided
                                         that the Debt is recourse only to such property (other than Debt permitted to be
                                         Incurred under clause (o) below);



 


		(h)	liens
                                         on property or assets of the Issuer or any Subsidiary consisting of marine Mortgages
                                         provided for in Title XI of the Merchant Marine Act of 1936 or foreign equivalents;



 


		(i)	Mortgages
                                         or easements on property of the Issuer or any Subsidiary Incurred to finance such property
                                         on a tax-exempt basis that do not materially detract from the value of property or assets
                                         or materially impair the use thereof;



 


		(j)	Mortgages
                                         on equipment of the Issuer or any Subsidiary granted in the ordinary course of business
                                         to the Issuer’s or such Subsidiary’s client at which such equipment is located;



 


		(k)	Mortgages
                                         securing Debt Incurred in the ordinary course of business in an aggregate principal amount
                                         that, when taken together with Indebtedness Incurred pursuant to Section 4.03(h) of this
                                         Supplemental Indenture, does not exceed $50,000,000 at any one time outstanding;



 






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		(l)	Mortgages
                                         in favor of the Notes;



 


		(m)	Mortgages
                                         in respect to letters of credit, bank guarantees or similar instruments issued in the
                                         ordinary course of business;



 


		(n)	any extension,
                                         renewal or replacement (or successive extensions, renewals or replacements), in whole
                                         or in part, of any Mortgage referred to in the foregoing clauses (a) to (m) inclusive
                                         or of any Debt secured thereby, provided that the extension, renewal or replacement
                                         secures the same or a lesser principal amount of Debt (plus any premium or fee payable
                                         in connection with such extension, renewal or replacement) and, provided, further,
                                         that such Mortgage shall be limited to substantially the same property which secured
                                         the Mortgage extended, renewed or replaced (plus improvements on such property);



 


		(o)	Mortgages
                                         securing Debt in respect of any Project Financing Incurred by any Project Financing Subsidiary,
                                         provided that such Mortgages may not be on any (i) Principal Property or (ii)
                                         proved oil and gas reserves, in each case owned or held by the Issuer or any Subsidiary
                                         as of the issue date); and



 


		(p)	other
                                         Mortgages on Principal Property or on any Debt or Capital Stock of any Subsidiary securing
                                         Debt the aggregate principal amount of which, when taken together with the aggregate
                                         principal amount of all other then outstanding Aggregate Debt, does not exceed the greater
                                         of (i) 10% of the Issuer’s Consolidated Net Assets or (ii) $1,750,000,000 at the
                                         time of creation, Incurrence or assumption of such Mortgages after giving effect to the
                                         receipt and application of the proceeds of the Debt secured thereby.



 


Section
4.03.Limitation on Subsidiary Indebtedness. With respect to the Notes, the Base Indenture is hereby modified to add
the following covenant in this Section 4.03. The Issuer will not permit any of its Subsidiaries to incur any Indebtedness, except
that the foregoing provision shall not apply to:


 


		(a)	Indebtedness
                                         existing on the issue date (other than Indebtedness outstanding under the Revolving Credit
                                         Facility) and any Refinancing Indebtedness with respect to such Indebtedness;



 


		(b)	intercompany
                                         loans and advances between the Issuer and its Subsidiaries; provided that (i)
                                         if the obligor on such intercompany loan or advance is the Issuer, then such Indebtedness
                                         must be expressly subordinated to the prior payment in full of the Notes; and (ii) at
                                         the time of (1) any subsequent issuance or transfer of Capital Stock that results in
                                         any such Indebtedness being held by a person other than the Issuer or one of its Subsidiaries
                                         or (2) any sale or other transfer of any such Indebtedness to a person that is neither
                                         the Issuer nor a Subsidiary of the Issuer, such Indebtedness will no longer be permitted
                                         to be Incurred under this clause (b);



 






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		(c)	Indebtedness
                                         of an entity existing at the time such entity becomes a Subsidiary of the Issuer or is
                                         merged, consolidated or amalgamated with or into any Subsidiary of the Issuer and not
                                         Incurred in contemplation of such transaction, and any Refinancing Indebtedness with
                                         respect thereto;



 


		(d)	Indebtedness
                                         in respect to letters of credit, bank guarantees or similar instruments issued in the
                                         ordinary course of business;



 


		(e)	Indebtedness
                                         Incurred prior to, at the time of or within 180 days after the construction, development
                                         or improvement of property or after the completion of construction of property, for the
                                         purpose of financing all or part of the cost of construction, development or improvement,
                                         and any Refinancing Indebtedness with respect to such Indebtedness;



 


		(f)	Indebtedness
                                         Incurred prior to, at the time of or within 180 days after the acquisition of property,
                                         shares of stock or Debt for the purpose of financing all or part of such purchase price
                                         of property, shares of stock or Debt, and any Refinancing Indebtedness with respect to
                                         such Indebtedness;



 


		(g)	Indebtedness
                                         in respect of workers’ compensation claims or self-insurance and respect of performance,
                                         bid and surety bonds and completion guarantees provided in the ordinary course of business;



 


		(h)	Indebtedness
                                         Incurred in the ordinary course of business in an aggregate principal amount that, when
                                         taken together with Indebtedness secured by Mortgages Incurred pursuant to Section 4.02(k),
                                         does not exceed $50,000,000 at any one time outstanding;



 


		(i)	Indebtedness
                                         arising from the honoring by a bank or other financial institution of a check, draft
                                         or similar instrument drawn against insufficient funds in the ordinary course of business;



 


		(j)	customer
                                         deposits and advance payments received in the ordinary course of business or consistent
                                         with past practice from customers for goods or services purchased in the ordinary course
                                         of business or consistent with past practice not to exceed $50,000,000 at any one time
                                         outstanding;



 


		(k)	cash
                                         management obligations, cash management services and other Indebtedness in respect of
                                         netting services, automatic clearing house arrangements, employees’ credit or purchase
                                         cards, overdraft protections and similar arrangements and otherwise in connection with
                                         depositary accounts and repurchase agreements;



 


		(l)	Indebtedness
                                         in respect of any Project Financing Incurred by any Project Financing Subsidiary (provided
                                         that such Project Financing Subsidiary may not own or hold (i) any Principal Property
                                         or (ii) any proved oil and gas reserves, in each case owned or held by the Issuer or
                                         any Subsidiary as of the issue date); and



 






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		(m)	other
                                         Indebtedness the aggregate principal amount of which, when taken together with the aggregate
                                         principal amount of all other then outstanding Aggregate Debt, does not exceed the greater
                                         of (i) 10% of the Consolidated Net Assets of the Issuer or (ii) $1,750,000,000 at the
                                         time of Incurrence of such Indebtedness after giving effect to the receipt and application
                                         of the proceeds therefrom.



 


Section
4.04.Limitation on Sale and Lease-Back Transactions. With respect to the Notes, Section 3.10 of the Base Indenture
is hereby amended to be replaced with the following:


 


The
Issuer will not, nor will it permit any Subsidiary to, lease any Principal Property from the purchaser or transferee of such Principal
Property for more than three years (herein referred to as a “Sale and Lease-Back Transaction”), unless:


 


		(a)	the Issuer
                                         or the Issuer’s Subsidiary could Incur Debt in a principal amount equal to the
                                         Attributable Indebtedness with respect to such Sale and Lease-Back Transaction secured
                                         by a Mortgage on the property subject to such Sale and Lease-Back Transaction (as permitted
                                         under Section 4.02(p) of this Supplemental Indenture) without equally and ratably securing
                                         the Notes under Section 4.02; or



 


		(b)	the Issuer
                                         applies an amount equal to the greater of (i) the proceeds of such sale or transfer or
                                         (ii) the fair value of the property so leased to the defeasance or retirement (other
                                         than any mandatory retirement), within 180 days of the effective date of such arrangement,
                                         of Senior Funded Indebtedness; provided, however, that the amount to be
                                         so applied to the defeasance or retirement of such Senior Funded Indebtedness will be
                                         reduced by an amount (not previously used to reduce the amount of such defeasance or
                                         retirement) equal to the lesser of (x) the amount expended by the Issuer since the date
                                         of this Supplemental Indenture and within twelve months prior to the effective date of
                                         any such Sale and Lease-Back Transaction or within 180 days thereafter for the acquisition
                                         by it of unencumbered Principal Properties or (y) the fair value (as determined by the
                                         Board of Directors) of unencumbered Principal Properties so acquired by the Issuer during
                                         such twelve-month period and 180-day period.



 


ARTICLE
5

Events Of Default


 


Section
5.01.Automatic Acceleration. iii) If an Event of Default occurs under Section 4.01(e) or Section 4.01(f) of the Base
Indenture, then, notwithstanding anything to the contrary in the Indenture, the principal amount of and accrued interest on the
Notes shall be immediately due and payable without any declaration or other act by the Series Trustee or any Holder.


 


(b)       Any
time period in the Indenture to cure any actual or alleged default or Event of Default may be extended or stayed by a court of
competent jurisdiction.


 






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Section
5.02.Certificated Notes. If (i) the Depositary notifies the Issuer that it is no longer willing or able to act as depositary
for Notes represented by Global Securities, and the Issuer does not appoint a successor depositary within 90 days of such notice,
(ii) an Event of Default has occurred with respect to the Notes and is continuing, and the Depositary requests the issuance of
Notes in definitive registered form or (iii) the Issuer determines not to have the Notes represented by Global Securities, then
the Issuer shall execute, and the Series Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive
Notes, will authenticate and deliver, Notes in definitive registered form without coupons, in any authorized denominations, in
an aggregate principal amount equal to the principal amount of the Global Security or Global Securities representing such Notes,
in exchange for such Global Security or Global Securities.


 


Section
5.03.Noteholder Directions. iv) If an Event of Default with respect to the Notes occurs and is continuing, then, in
each and every such case, unless the principal of the Notes shall have already become due and payable, either the Series Trustee
or the Holders of not less than 25% in aggregate principal amount of the Notes then Outstanding by notice in writing to the Issuer
(and to the Series Trustee if given by the Holders of Notes) (such notice, “Notice of Default”), may declare
the entire principal of the Notes and the interest accrued thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable; provided that a Notice of Default under clauses (d) and
(g) of Section 4.01 of the Base Indenture must specify the default, demand that it be remedied and state that such notice is a
Notice of Default and may not be given with respect to any action taken, and reported publicly or to Holders, more than two years
prior to such Notice of Default. Any Notice of Default, notice of acceleration or instruction to the Series Trustee to provide
a Notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by
any one or more Holders (each, a “Directing Holder”) must be accompanied by a written representation from each
such Holder delivered to the Issuer and the Series Trustee that such Holder is not (or, in the case such Holder is DTC or its
nominee, that such Holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”),
which representation, in the case of a Noteholder Direction relating to delivery of a Notice of Default (a “Default Direction”)
shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the
Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide
the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy
of such Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”).
The Series Trustee shall have no duty whatsoever to provide this information to the Issuer or to obtain this information for the
Issuer. In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder
shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee.


 


(b)       If,
following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer determines in good faith
that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation
and provides to the Series Trustee an Officer’s Certificate stating that the Issuer has filed papers with a court of competent
jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and
seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect
to such Event of Default shall be automatically stayed pending a final and non-appealable determination of a court of competent
jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the
Issuer provides to the Series Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification
Covenant, the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be
automatically stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result
in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such
Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient
to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event
of Default shall be deemed never to have occurred and the Series Trustee shall be deemed not to have received such Noteholder
Direction or any notice of such Event of Default; provided, however, this shall not invalidate any indemnity or security provided
by the Directing Holders to the Series Trustee which obligations shall continue to survive.


 






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(c)       With
their acquisition of the Notes, each Noteholder and subsequent purchaser of the Notes consents to the delivery of its Position
Representation by the Series Trustee to the Issuer in accordance with the terms of this Supplemental Indenture. Each Noteholder
and subsequent purchaser of the Notes waives any and all claims, in law and/or equity, against the Series Trustee and agrees not
to commence any legal proceeding against the Series Trustee in respect of, and agrees that the Series Trustee will not be liable
for any action that the Series Trustee takes in accordance with this Section 5.03 or arising out of or in connection with following
instructions or taking actions in accordance with a Noteholder Direction.


 


(d)       The
Issuer hereby waives any and all claims, in law and/or in equity, against the Series Trustee, and agrees not to commence any legal
proceeding against the Series Trustee in respect of, and agrees that the Series Trustee will not be liable for any action that
the Series Trustee takes in accordance with this Section 5.03, or arising out of or in connection with following instructions
or taking actions in accordance with a Noteholder Direction.


 


(e)       For
the avoidance of doubt, the Series Trustee will treat all Holders equally with respect to their rights under Article 4 of the
Base Indenture and this Article 5. In connection with the requisite percentages required under Article 4 of the Base Indenture
and this Article 5, the Series Trustee shall also treat all outstanding Notes equally irrespective of any Position Representation
in determining whether the requisition percentage has been obtained with respect to the initial delivery of the Noteholder Direction.
The Issuer hereby confirms that any and all other actions that the Series Trustee takes or omits to take under this Section 5.03
and all fees, costs, and expenses of the Series Trustee and its agents and counsel arising hereunder and in connection herewith
shall be covered by Section 5.06 of the Base Indenture.


 


ARTICLE
6

Appointment Of And Acceptance By Series Trustee


 


Section 6.01.Appointment
of Series Trustee. Pursuant to the Base Indenture, the Issuer hereby appoints the Series Trustee as Trustee under the Indenture
with respect to, and only with respect to, the Notes. Pursuant to the Base Indenture, all the rights, powers, trusts and duties
of the Original Trustee under the Indenture shall be vested in the Series Trustee with respect to the Notes and there shall continue
to be vested in the Original Trustee all of its rights, powers, trusts and duties as Trustee under the Base Indenture with respect
to all of the series of Securities as to which it has served and continues to serve as Trustee under the Base Indenture. With
respect to the Notes, all references to the Trustee in the Base Indenture shall be understood to be references to the Series Trustee,
unless the context requires otherwise. Unless appointed as successor trustee in accordance with the Base Indenture, the Original
Trustee shall not be responsible for the enforcement of the Notes under the Indenture or have any other responsibility with respect
to the Notes or this Supplemental Indenture, but, in addition to and not in lieu of its privileges, rights, protections from liability
and benefits under the Indenture, the Original Trustee shall be entitled to all privileges, rights, protections from liability
and benefits as the Series Trustee shall have under this Supplemental Indenture.


 






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Section
6.02.Eligibility of Series Trustee. The Series Trustee hereby represents that it is qualified and eligible under the
provisions of Section 5.08 of the Base Indenture and the provisions of the Trust Indenture Act to accept its appointment as Series
Trustee with respect to the Notes under the Indenture and hereby accepts the appointment as such Series Trustee.


 


Section
6.03.Security Registrar, Paying Agent and Calculation Agent. Pursuant to the Base Indenture, the Issuer hereby appoints
the Series Trustee as Security registrar and paying agent with respect to the Notes.


 


ARTICLE
7

Miscellaneous Provisions


 


Section
7.01.Supplemental Indentures. With respect to the Notes, Section 7.01 of the Base Indenture is hereby amended to (i)
amend and restate clauses (f) and (g) and (ii) add the following as clause (h) thereof:


 


		(a)	to make
                                         provision with respect to the conversion rights, if any, of Holders of Notes pursuant
                                         to the requirements of Article 13 of the Base Indenture;



 


		(b)	to evidence
                                         and provide for the acceptance of appointment hereunder by a successor trustee with respect
                                         to the Notes of one or more series and to add to or change any of the provisions of this
                                         Supplemental Indenture as shall be necessary to provide for or facilitate the administration
                                         of the trusts hereunder by more than one trustee, pursuant to the requirements of Section
                                         5.10 of the Base Indenture; and



 


		(c)	to conform
                                         the text hereof to the “Description of the Notes” in the Issuer’s prospectus
                                         supplement related to the Notes to the extent that such provision in the “Description
                                         of the Notes” was intended to be a verbatim recitation of a provision of the Indenture.



 


Section
7.02.Ratification of Indenture. The Base Indenture, as supplemented by this Supplemental Indenture, is in all respects
ratified and confirmed, and this Supplemental Indenture shall be deemed to be part of the Base Indenture in the manner and to
the extent herein and therein provided.


 






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Section 7.03.Concerning
the Original Trustee and the Series Trustee. Neither the Original Trustee nor the Series Trustee assumes any duties, responsibilities
or liabilities by reason of this Supplemental Indenture other than as set forth in the Indenture and, in carrying out its responsibilities
hereunder, each shall have all of the rights, powers, privileges, protections and immunities which it possesses under the Indenture.
The Original Trustee shall have no liability for any acts or omissions of the Series Trustee, and the Series Trustee shall have
no liability for any acts or omissions of the Original Trustee. The Original Trustee makes no representation or warranty as to
the validity or sufficiency of this Supplemental Indenture.


 


Section
7.04.New York Law to Govern. This Supplemental Indenture and each Note shall be deemed to be a contract under the laws
of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, without regard to
conflicts of laws principles thereof, except as may otherwise be required by mandatory provisions of law.


 


Section
7.05.Counterparts; Electronic Signatures. This Supplemental Indenture may be executed in any number of counterparts,
each of which shall be deemed to be an original and shall together constitute one and the same instrument.


 


This
Supplemental Indenture and any certificate, agreement or other document to be signed in connection with this Supplemental Indenture
and the transactions contemplated hereby shall be valid, binding, and enforceable against a party only when executed and delivered
by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied
manual signature; or (iii) in the case of this Supplemental Indenture and any certificate, agreement or other document to be signed
in connection with this Supplemental Indenture and the transactions contemplated hereby, other than any Notes, any electronic
signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform
Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform
Commercial Code (collectively, “Signature Law”). Each electronic signature (except in the case of any Notes)
or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility
in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no
liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature (except in the case
of any Notes), of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.
For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under
the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.


 


Section
7.06.Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.


 


Section
7.07.Separability Clause. In case any provision of this Supplemental Indenture or in the Notes 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.


 






    21 


     


    

 


Section
7.08.Successors. All agreements of the Issuer in this Supplemental Indenture and the Notes will bind its successors.
All agreements of the Original Trustee and Series Trustee in this Supplemental Indenture will bind their successors.


 


Section
7.09.Limitation on Damages. In no event shall the Series Trustee be responsible or liable for special, indirect, punitive
or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether
the Series Trustee has been advised of the likelihood or such loss or damage and regardless of the form of action.


 


Section 7.10.Force
Majeure. In no event shall the Series Trustee be responsible or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation,
(i) any act or provision of present or future law or regulation or governmental authority, (ii) labor disputes, strikes or work
stoppages, (iii) accidents, (iv) acts of war or terrorism, (v) civil or military disturbances or unrest, (vi) nuclear or natural
catastrophes or acts of God, (vii) epidemics or pandemics, (viii) disease, (ix) quarantine, (x) national emergency, (xi) interruptions,
loss or malfunctions of utilities, communications or computer (software and hardware) services; (xii) communications system failure,
(xiii) malware or ransomware, (xiv) the unavailability of the Federal Reserve Bank wire, telex or other communication or wire
facility, or (xv) unavailability of any securities clearing system; it being understood that the Series Trustee shall use reasonable
efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under
the circumstances.


 


Section
7.11.U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act,
the Series Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering,
is required to obtain, verify and record information that identities each person or legal entity that establishes a relationship
or opens an account with the Series Trustee. The parties to this Supplemental Indenture agree that they will provide the Series
Trustee with such information as it may request in order for the Series Trustee to satisfy the requirements of the U.S.A. Patriot
Act.


 


Section
7.12.Waiver of Jury Trial. EACH OF THE ISSUER AND THE SERIES TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL
INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


[Remainder
of Page Intentionally Blank]


 




    22 


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first written
above.


 


	 	MURPHY OIL CORPORATION
	 	 
	 	 
	 	By:	/s/ John Gardner
	 	 	Name:	John Gardner
	 	 	Title: 	Vice President and Treasurer


 


	 	U.S. BANK NATIONAL 

    ASSOCIATION, as Original Trustee
	 	 
	 	 
	 	By:	/s/ Felicia H. Powell
	 	 	Name:	Felicia H. Powell
	 	 	Title:	Vice President


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Series Trustee
	 	 
	 	 
	 	By:	/s/ Patrick Giordano
	 	 	Name:	Patrick Giordano
	 	 	Title:	Vice President


 


 


 


[Signature Page to the Sixth Supplemental
Indenture]


 



     


     


    

 


EXHIBIT
A


 


[FORM OF
FACE OF NOTE]


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF SUCH DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]1


 


___________________


 


1
Include for a Global Security.


 



    A-1 


     


    

 


	Certificate No. 	CUSIP No. 626717 AN2
	$	ISIN No. US626717AN25



 





 


MURPHY OIL
CORPORATION


 


6.375% Notes
due 2028


 


MURPHY
OIL CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the “Issuer”),
for value received, hereby promises to pay to [                 ]
[CEDE & CO.]2 or registered assigns, the principal sum of [                 ]
DOLLARS ($[             ]) [as revised on the Schedule
of Exchanges of Notes attached hereto]3 on July 15, 2028, at the office or agency of the Issuer in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America as at the time of payment shall be legal tender
for the payment of public and private debts, and to pay interest, semiannually on January 15 and July 15 of each year, commencing
July 15, 2021, on said principal sum at said office or agency, in like coin or currency, at the rate per year specified in the
title of this Note; provided that payment of interest may be made on any Note issued in definitive form, at the option
of the Issuer by check mailed to the address of the person entitled thereto as such address shall appear on the security register.
Interest on the Note will accrue from the most recent date to which interest has been paid, or if no interest has been paid, from
March 5, 2021. The interest so payable on any January 15 or July 15 will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose name this Note (or one or more predecessor Notes) is registered
at the close of business on the January 1 or July 1 (whether or not a Business Day), as the case may be, next preceding such January
15 or July 15. Reference is made to the further provisions of this Note set forth on the reverse hereof. Such further provisions
shall for all purposes have the same effect as though fully set forth at this place.


 


This
Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been executed
by the Series Trustee under the Indenture referred to on the reverse hereof by manual signature.


 


[Remainder
of Page Intentionally Blank]


 


 


 


 


__________________


 


2
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3
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    A-2 


     


    

 


IN
WITNESS WHEREOF, Murphy Oil Corporation has caused this instrument to be duly executed.


 


	 	MURPHY OIL CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 



    A-3 


     


    

 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


Dated: March 5, 2021


 


This
is one of the Securities designated herein and referred to in the within-mentioned Indenture.


 


	 	WELLS FARGO BANK, NATIONAL
    ASSOCIATION, as Series Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    A-4 


     


    

 


[FORM OF
REVERSE OF NOTE]


 


MURPHY OIL
CORPORATION

6.375% Notes due 2028


 


This
Note is one of a duly authorized issue of unsecured debentures, notes, or other evidences of indebtedness of the Issuer (the “Securities”)
of the series hereinafter specified, all issued or to be issued under and pursuant to an indenture dated as of May 18, 2012 (the
“Base Indenture”), as supplemented by the Sixth Supplemental Indenture dated as of March 5, 2021 (the “Supplemental
Indenture”; the Base Indenture, as so supplemented, the “Indenture”), duly executed and delivered
by the Issuer to Wells Fargo Bank, National Association, as Series Trustee (herein called the “Series Trustee”),
to which Indenture and all other indentures supplemental thereto reference is hereby made for a description of the rights, limitations
of rights, obligations, duties and immunities thereunder of the Series Trustee, the Issuer and the Holders of the Securities.
The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts,
may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions
(if any), may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as provided in the
Indenture. This Note is one of a series designated as the 6.375% Notes due 2028 (the “Notes”) of the Issuer,
initially limited in aggregate principal amount to $550,000,000.


 


The
Indenture contains provisions permitting the Issuer and the Series Trustee in certain circumstances, without the consent of the
Holders of the Notes, and in certain other circumstances, with the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time outstanding affected thereby, evidenced as in the Indenture provided, to execute
supplemental indentures modifying the terms of the Indenture and the Notes as described therein. It is also provided in the Indenture
that, subject to certain exceptions, the Holders of a majority in aggregate principal amount of the Notes of this series at the
time outstanding may on behalf of the Holders of all of the Notes of this series waive any past default or Event of Default under
the Indenture with respect to this series of Notes and its consequences (other than an Event of Default with respect to bankruptcy,
insolvency or similar proceeding against the Issuer, which can only be waived by the Holders of a majority in aggregate principal
amount of all of the Securities outstanding under the Indenture).


 


No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note in the manner, at the respective
times, at the rate and in the coin or currency herein prescribed.


 


The
Notes are redeemable as a whole at any time or in part from time to time, at the option of the Issuer, as set forth in the Indenture.
In addition, the Issuer may be required to repurchase all outstanding Notes of this series upon the occurrence of a Change of
Control Triggering Event, as set forth in the Indenture.


 






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Upon
due presentment for registration of transfer of this Note at the office or agency of the Issuer in the Borough of Manhattan, The
City of New York, a new Note or Notes of this series of authorized denominations for an equal aggregate principal amount will
be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except
for any tax or other governmental charge imposed in connection therewith.


 


The
Issuer, the Series Trustee and any authorized agent of the Issuer or the Series Trustee may deem and treat the registered Holder
hereof as the absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership
or other writing hereon), for the purpose of receiving payment of, or on account of, the principal hereof and subject to the provisions
on the face hereof, interest hereon, and for all other purposes, and none of the Issuer, the Series Trustee or any authorized
agent of the Issuer or the Series Trustee shall be affected by any notice to the contrary.


 


This
Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York, without regard
to conflicts of laws principles thereof, except as may otherwise be required by mandatory provisions of law.


 


In
the case of any conflict between this Note and the Indenture, the provisions of the Indenture shall control and govern.


 


Terms
used herein that are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture.


 


[Remainder
of Page Intentionally Blank]


 




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SCHEDULE
A4


 


SCHEDULE
OF EXCHANGES OF NOTES


 


MURPHY OIL
CORPORATION

6.375% Notes due 2028


 


The
initial principal amount of this Global Security is [                      ]
DOLLARS ($[               ]). The following
increases or decreases in this Global Security have been made:


 


	Date
        of exchange

         
	 	Amount
        of

        decrease in

        principal amount

        of this Global

        Security

         
	 	Amount
        of

        increase in

        principal amount

        of this Global

        Security

         
	 	Principal
        amount

        of this Global Security following such decrease or increase

         
	 	Signature
        of authorized

        signatory of

        Trustee or Custodian

         

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 





_________________


 


4
Include for a Global Security.


 


 






    A-7