EX-4.2



 EXHIBIT 4.2 

Execution Version 
  

 
  

MAY 23, 2013 

COMMITMENT INCREASE AND MATURITY EXTENSION
AGREEMENT 
 AMONG 

MURPHY OIL CORPORATION, 

CANAM OFFSHORE LIMITED 

AND 

MURPHY OIL COMPANY LTD. 

AS BORROWERS, 

JPMORGAN CHASE BANK, N.A., AS 

ADMINISTRATIVE AGENT, 

AND 

THE LENDERS PARTY HERETO 

 
  

J.P. MORGAN SECURITIES LLC, 

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED 
 DNB MARKETS, INC. 

RBC CAPITAL MARKETS 

AND 

WELLS FARGO SECURITIES, LLC 

AS CO-LEAD ARRANGERS AND JOINT
BOOKRUNNERS 
  
  

BANK OF AMERICA, N.A. 

DNB BANK ASA 

ROYAL BANK OF CANADA 

AND 

WELLS FARGO BANK, NATIONAL ASSOCIATION 

AS CO-SYNDICATION AGENTS 

 
  

 
  







 THIS COMMITMENT INCREASE AND MATURITY EXTENSION AGREEMENT (this
“Agreement”) dated as of May 23, 2013, is among Murphy Oil Corporation, a Delaware corporation, Canam Offshore Limited, a Bahamian corporation, and Murphy Oil Company Ltd., a Canadian corporation (collectively, the
“Borrowers”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement
referred to below, each of the existing lenders under the Credit Agreement and signatory hereto that shall continue to be lenders thereunder pursuant to the terms hereof (the “Continuing Lenders”), each of the existing lenders under
the Credit Agreement and signatory hereto that shall cease to be a party to the Credit Agreement pursuant to the terms hereof (the “Exiting Lenders” and together with the Continuing Lenders, the “Existing Lenders”)
and each of the new lenders to become a party to the Credit Agreement pursuant to the terms hereof (the “New Lenders”). Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit
Agreement. 
 R E C I T A L S 

A. The Borrowers, the Administrative Agent and the Existing Lenders party thereto are parties to that certain 5-Year Revolving Credit
Agreement dated as of June 14, 2011 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), pursuant to which the Existing Lenders have made certain loans to and extensions of credit for the account
of the Borrowers. 
 B. The Borrowers have heretofore requested pursuant to Section 2.19 of the Credit Agreement that the aggregate
amount of Commitments made available to the Borrowers be increased to $2,000,000,000 by adding to the Credit Agreement the New Lenders and by allowing certain of the Continuing Lenders to increase their respective Commitments, all as more
particularly specified herein. 
 C. The Borrowers have heretofore further requested pursuant to Section 2.20 of the Credit Agreement
that the Maturity Date be extended by one year from June 14, 2016 to June 14, 2017. 
 D. NOW, THEREFORE, in consideration of the
premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

SECTION 1. Reallocation of Commitments; Extension of Maturity Date. Effective as of the Effective Date (as
defined in Section 3 hereof): (a) Schedule 2.01 of the Credit Agreement is hereby amended and restated in its entirety to read as set forth on Annex I hereto (the “Amended and Restated Commitment Schedule”),
(b) each Continuing Lender and each New Lender shall have the Commitment specified for such Person on the Amended and Restated Commitment Schedule, (c) each New Lender shall become a party to the Credit Agreement as a “Lender”
and shall have all of the rights and obligations of a Lender under the Credit Agreement, as modified hereby, and the other Loan Documents, (d) each Exiting Lender shall cease to be a “Lender” for all purposes under the Credit
Agreement and (e) the Maturity Date applicable to each Lender shall be June 14, 2017 (other than the Maturity Date applicable to Bank Hapoalim BM – New York, which shall be June 14, 2016). Each party hereto hereby waives any
timing, notice or other similar requirement pursuant to Sections 2.19 or 2.20 of the Credit Agreement required in connection with the foregoing reallocation of Commitments and extension of the Maturity Date. 

  
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 SECTION 2. Representations and Warranties; Agreements.
(a) Each New Lender hereby represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a
Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender under the Credit Agreement, (iii) from and after the
Effective Date, it shall be bound by the provisions of the Credit Agreement, as modified hereby, as a Lender thereunder and shall have the obligations of a Lender thereunder to the extent of its Commitment as set forth herein, (iv) it has
received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered thereunder, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter
into this Agreement and to acquire or increase its Commitment, as the case may be, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is
a Foreign Lender, attached to this Agreement is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by it; and (b) each New Lender and each Continuing Lender hereby agrees
that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement, and (ii) it will perform in accordance with the terms of the Credit Agreement, all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender to the
extent of its Commitment. 
 SECTION 3. Effectiveness. This Agreement shall become effective on the date upon
which the Administrative Agent has received counterparts of this Agreement duly executed on behalf of each New Lender, each Existing Lender and the Borrowers (the “Effective Date”). 

SECTION 4. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic
image scan transmission shall be as effective as delivery of a manually executed counterpart of this Agreement. 
 SECTION
5. Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR THE RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY 

  
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SUCH ACTION PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY
RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

SECTION 6. Severability. In case any one or more of the provisions contained in this Agreement should be held
invalid, illegal or unenforceable in any respect, none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability
of the remaining provisions contained herein and in the Credit Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

SECTION 7. Notices. All communications and notices hereunder shall be in writing and given as provided in
Section 10.01 of the Credit Agreement. All communications and notices hereunder to each New Lender shall be given to it at the address set forth in its Administrative Questionnaire. 

[Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the
date first written above. 
  

			
	MURPHY OIL CORPORATION
		
	By:	 	/s/ Kevin G. Fitzgerald
	Name:	 	Kevin G. Fitzgerald
	Title:	 	Executive Vice President and Chief Financial Officer


  

			
	CANAM OFFSHORE LIMITED
		
	By:	 	/s/ Walter Compton
	Name:	 	Walter Compton
	Title:	 	Director and Vice President


  

			
	MURPHY OIL COMPANY LTD.
		
	By:	 	/s/ Kevin G. Fitzgerald
	Name:	 	Kevin G. Fitzgerald
	Title:	 	Vice President



  
 [Signature Page to
Commitment Increase and Maturity Extension Agreement] 









							
	 Administrative Agent, Issuing Bank,
 Swingline
Leader and Lender:
	 		 	JPMORGAN CHASE BANK, N.A.
				
		 		 	By:	 	/s/ Robert Mendoza
		 		 	Name:	 	Robert Mendoza
		 		 	Title:	 	Vice President


  
 [Signature Page to
Commitment Increase and Maturity Extension Agreement] 









							
	Continuing Lender:	 		 	Bank of America, N.A.
				
		 		 	By:	 	/s/ Alia Qaddumi
		 		 	Name:	 	Alia Qaddumi
		 		 	Title:	 	Vice President


  
 [Signature Page to
Commitment Increase and Maturity Extension Agreement] 









							
	Continuing Lender:	 		 	DNB Bank ASA, Grand Cayman Branch
				
		 		 	By:	 	/s/ Kjell Tore Egge
		 		 	Name:	 	Kjell Tore Egge
		 		 	Title:	 	Senior Vice President
				
		 		 	By:	 	/s/ Evan Uhllck
		 		 	Name:	 	Evan Uhllck
		 		 	Title:	 	Vice President


  
 [Signature Page to
Commitment Increase and Maturity Extension Agreement] 









							
	Continuing Lender:	 		 	Wells Fargo Bank, N.A.
				
		 		 	By:	 	/s/ Leanne S. Phillips
		 		 	Name:	 	Leanne S. Phillips
		 		 	Title:	 	Director


  
 [Signature Page to
Commitment Increase and Maturity Extension Agreement] 









							
	Continuing Lender:	 		 	Royal Bank of Canada
				
		 		 	By:	 	/s/ Kristan Spivey
		 		 	Name:	 	Kristan Spivey
		 		 	Title:	 	Authorized Signatory


  
 [Signature Page to
Commitment Increase and Maturity Extension Agreement] 









							
	Continuing Lender:	 		 	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
				
		 		 	By:	 	/s/ Sherwin Brandford
		 		 	Name:	 	Sherwin Brandford
		 		 	Title:	 	Vice President


  
 [Signature Page to
Commitment Increase and Maturity Extension Agreement] 









							
	Continuing Lender:	 		 	Regions Bank
				
		 		 	By:	 	/s/ Roger E. Johnston
		 		 	Name:	 	Roger E. Johnston
		 		 	Title:	 	Senior Vice President


  
 [Signature Page to
Commitment Increase and Maturity Extension Agreement] 









							
	Continuing Lender:	 		 	U.S. Bank National Association
				
		 		 	By:	 	/s/ Patrick Jeffrey
		 		 	Name:	 	Patrick Jeffrey
		 		 	Title:	 	Vice President


  
 [Signature Page to
Commitment Increase and Maturity Extension Agreement] 









							
	Continuing Lender:	 		 	Canadian Imperial Bank of Commerce, New York Agency
				
		 		 	By:	 	/s/ Trudy Nelson
		 		 	Name:	 	Trudy Nelson
		 		 	Title:	 	Managing Director
				
		 		 	By:	 	/s/ Daria Mahoney
		 		 	Name:	 	Daria Mahoney
		 		 	Title:	 	Executive Director


  
 [Signature Page to
Commitment Increase and Maturity Extension Agreement] 









							
	Continuing Lender:	 		 	Fifth Third Bank
				
		 		 	By:	 	/s/ Matthew Lewis
		 		 	Name:	 	Matthew Lewis
		 		 	Title:	 	Vice President


  
 [Signature Page to
Commitment Increase and Maturity Extension Agreement] 









							
	Continuing Lender:	 		 	BancorpSouth Bank
				
		 		 	By:	 	/s/ David Skinner
		 		 	Name:	 	David Skinner
		 		 	Title:	 	Market President


  
 [Signature Page to
Commitment Increase and Maturity Extension Agreement] 









							
	Continuing Lender:	 		 	Capital One, N.A.
				
		 		 	By:	 	/s/ Rick Larson
		 		 	Name:	 	Rick Larson
		 		 	Title:	 	Senior Vice President


  
 [Signature Page to
Commitment Increase and Maturity Extension Agreement] 









							
	Continuing Lender:	 		 	PNC BANK, NATIONAL ASSOCIATION
				
		 		 	By:	 	/s/ Thomas S. Sherman
		 		 	Name:	 	Thomas S. Sherman
		 		 	Title:	 	Senior Vice President


  
 [Signature Page to
Commitment Increase and Maturity Extension Agreement] 









							
	Continuing Lender:	 		 	WHITNEY BANK
				
		 		 	By:	 	/s/ H. Elder Gwin
		 		 	Name:	 	H. Elder Gwin
		 		 	Title:	 	Vice President


  
 [Signature Page to
Commitment Increase and Maturity Extension Agreement] 









							
	Continuing Lender:	 		 	Comerica Bank
				
		 		 	By:	 	/s/ L. J. Perenyi
		 		 	Name:	 	L. J. Perenyi
		 		 	Title:	 	Vice President


  
 [Signature Page to
Commitment Increase and Maturity Extension Agreement] 









							
	New Lender:	 		 	BNP Paribas
				
		 		 	By:	 	/s/ David Dodd
		 		 	Name:	 	David Dodd
		 		 	Title:	 	Managing Director
				
		 		 	By:	 	/s/ Julien Pecoud-Bouvet
		 		 	Name:	 	Julien Pecoud-Bouvet
		 		 	Title:	 	Associate


  
 [Signature Page to
Commitment Increase and Maturity Extension Agreement] 









							
	New Lender:	 		 	Australia and New Zealand Banking Group Limited
				
		 		 	By:	 	/s/ Robert Grillo
		 		 	Name:	 	Robert Grillo
		 		 	Title:	 	Director


  
 [Signature Page to
Commitment Increase and Maturity Extension Agreement] 









							
	Exiting Lender:	 		 	Citibank, N.A.
				
		 		 	By:	 	/s/ Michael Zeller
		 		 	Name:	 	Michael Zeller
		 		 	Title:	 	Vice President


  
 [Signature Page to
Commitment Increase and Maturity Extension Agreement] 









							
	Exiting Lender:	 		 	THE BANK OF NOVA SCOTIA
				
		 		 	By:	 	/s/ Mark Sparrow
		 		 	Name:	 	Mark Sparrow
		 		 	Title:	 	Director


  
 [Signature Page to
Commitment Increase and Maturity Extension Agreement] 








 Annex I 

AMENDED AND RESTATED SCHEDULE 2.01 

COMMITMENTS 
  

									
	 Lender
	  	Amount of
Commitment	 	  	Applicable
Percentage	 
	 JPMorgan Chase Bank, N.A.
	  	$	190,000,000	  	  	 	9.50	% 
	 Bank of America, N.A.
	  	$	190,000,000	  	  	 	9.50	% 
	 DNB Bank ASA, Grand Cayman Branch
	  	$	190,000,000	  	  	 	9.50	% 
	 Wells Fargo Bank, N.A.
	  	$	190,000,000	  	  	 	9.50	% 
	 Royal Bank of Canada
	  	$	190,000,000	  	  	 	9.50	% 
	 BNP Paribas
	  	$	145,000,000	  	  	 	7.25	% 
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	  	$	145,000,000	  	  	 	7.25	% 
	 Regions Bank
	  	$	145,000,000	  	  	 	7.25	% 
	 US Bank National Association
	  	$	120,000,000	  	  	 	6.00	% 
	 Canadian Imperial Bank of Commerce
	  	$	95,000,000	  	  	 	4.75	% 
	 Fifth Third Bank
	  	$	75,000,000	  	  	 	3.75	% 
	 BancorpSouth Bank
	  	$	65,000,000	  	  	 	3.25	% 
	 Capital One, N.A.
	  	$	60,000,000	  	  	 	3.00	% 
	 Australia and New Zealand Banking Group Limited
	  	$	50,000,000	  	  	 	2.50	% 
	 PNC Bank, National Association
	  	$	50,000,000	  	  	 	2.50	% 
	 Whitney Bank
	  	$	50,000,000	  	  	 	2.50	% 
	 Comerica Bank
	  	$	25,000,000	  	  	 	1.25	% 
	 Bank Hapoalim BM – New York
	  	$	25,000,000	  	  	 	1.25	% 
		  	  
	  
	 	  	  
	  
	 
	 TOTAL:
	  	$	2,000,000,000	  	  	 	100	% 

 Amended & Restated Schedule 2.01